JWI
08/12/2014 08:30
SSH
NOT PRICE SENSITIVE
REL: 0830 HRS Just Water International Limited
SSH: JWI: SSH Notice - Ian Donald Malcolm
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
Note: This form must be completed in accordance with the instructions at the
end of the form.
To NZX Limited
and
To Just Water International Limited (NZAX:JWI)
Relevant event being disclosed: Movement of 1% or more in substantial holding
and change in nature of relevant interest
Date of relevant event: 5 December 2014
Date this disclosure made: 8 December 2014
Date last disclosure made: 26 November 2014
Substantial product holder(s) giving disclosure
Full name(s): Ian Donald Malcolm
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Just Water International
Limited Summary for Ian Donald Malcolm
For this disclosure,--
(a) total number held in class: 69,774,273
(b) total in class: 89,727,174
(c) total percentage held in class: 77.763%
For last disclosure,--
(a) total number held in class: 67,955,203
(b) total in class: 89,477,174
(c) total percentage held in class: 75.947%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: On 27
October 2014, The Harvard Group Limited, Anthony Edwin Falkenstein and Ian
Donald Malcolm as trustees of the Edwin Trust, Heather Jeanette Falkenstein
and Ian Donald Malcolm as trustees of the Jeanette Trust, Anthony Edwin
Falkenstein as sole trustee of The Renate Share Trust, Anthony Edwin
Falkenstein, Heather Jeanette Falkenstein and Mairangi 2008 Limited as
trustees of the Mairangi Trust, Anthony Edwin Falkenstein, Anthony Edwin
Falkenstein and Ian Donald Malcolm as trustees of the Edwin Trust as bare
trustees for Anthony Edwin Falkenstein and Leon Fourie as trustees of the
Falkenstein Unitec Business School Charitable Trust, Anthony Edwin
Falkenstein and Christopher Roy Saunders as trustees of the Falkenstein
Onehunga Business School Charitable Trust and Anthony Edwin Falkenstein and
Gregory Paul Whittred as trustees of the Falkenstein University of Auckland
Business School Charitable Trust (each a member of "Harvard JV") entered into
an unincorporated joint venture agreement ("Joint Venture Agreement")
pursuant to which the parties agreed to act in concert in respect of a full
takeover offer for all of the securities on issue in Just Water International
Limited not already held by the parties and the disposition of securities by
the parties. At the date of the Joint Venture Agreement the members of
Harvard JV held in aggregate 63,343,652 (70.793%) ordinary shares in Just
Water International Limited. A copy of the Joint Venture Agreement
accompanied the disclosure notice dated 28 October 2014.
On 14 November 2014, Harvard JV made an unconditional full cash takeover
offer for all of the ordinary shares in Just Water International Limited at
15 cents per share and all of the options to subscribe for ordinary shares in
Just Water International Limited at the offer prices set out in the Offer
Document ("Offer"). A copy of the Offer Document dated 14 November 2014 and
Target Company Statement dated 11 November 2014 were sent by Harvard JV to
NZX Limited on 14 November 2014.
Further to the disclosures set out in the disclosure notices dated 24
November and 26 November 2014, on 5 December 2014, Harvard JV had received
acceptances under the Offer in respect of a further 2,413,763 (2.690%)
ordinary shares in Just Water International Limited, including 133,096
(0.148%) ordinary shares in Just Water International Limited held by Ian
Donald Malcolm, 161,455 (0.180%) ordinary shares in Just Water International
Limited held by MELT Investment Limited and 300,000 (0.334%) ordinary shares
in Just Water International Limited held by Ian Donald Malcolm and Jillian
Dawn Reid as trustees of the Reid Family Trust. On 5 December 2014, The
Harvard Group Limited had acquired 2,363,036 (2.634%) of those ordinary
shares in Just Water International Limited at the offer price of 15 cents per
share in accordance with the terms of the Offer.
Details after relevant event
Details for Ian Donald Malcolm
Nature of relevant interest(s): Registered holder and beneficial owner of
securities with the power to control the acquisition or disposition of
ordinary shares in Just Water International Limited on the terms and subject
to the limitations set out in the Joint Venture Agreement and the Offer.
For that relevant interest,--
(a) number held in class: 69,774,273
(b) percentage held in class: 77.763%
(c) current registered holder(s):
- The Harvard Group Limited as to 57,953,200 (64.588%) ordinary shares
in Just Water International Limited
- Anthony Edwin Falkenstein as to 796,310 (0.887%) ordinary shares in
Just Water International Limited
- Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the
Edwin Trust as to 1,268,000 (1.413%) ordinary shares in Just Water
International Limited
- Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee of the
Jeanette Trust as to 1,268,000 (1.413%) ordinary shares in Just Water
International Limited
- Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees of
the Falkenstein University of Auckland Business School Charitable Trust as to
2,000,000 (2.229%) ordinary shares in Just Water International Limited
- Anthony Edwin Falkenstein and Christopher Roy Saunders as trustees of
the Falkenstein Onehunga Business School Charitable Trust as to 2,000,000
(2.229%) ordinary shares in Just Water International Limited
- Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the
Edwin Trust as bare trustee for Anthony Edwin Falkenstein and Leon Fourie as
trustees of the Falkenstein Unitec Business School Charitable Trust as to
2,000,000 (2.229%) ordinary shares in Just Water International Limited
- Anthony Edwin Falkenstein as trustee of The Renate Share Trust as to
50,000 (0.056%) ordinary shares in Just Water International Limited
- Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and Mairangi
2008 Limited as trustees of the Mairangi Trust as to 25,000 (0.028%) ordinary
shares in Just Water International Limited
- Ian Donald Malcolm as to 133,096 (0.148%) ordinary shares in Just
Water International Limited
- MELT Investments Limited as corporate trustee of the Malcolm
Education and Lifestyle Trust as to 161,455 (0.180%) ordinary shares in Just
Water International Limited
- Ian Donald Malcolm and Jillian Dawn Reid as trustees of the Reid
Family Trust as to 300,000 (0.334%) ordinary shares in Just Water
International Limited
- Various shareholders of Just Water International Limited (details
unknown) as to 1,819,212 (2.027%) ordinary shares in Just Water
International Limited (in aggregate)
(d) registered holder(s) once transfers are registered:
- The Harvard Group Limited as to 57,953,200 (64.588%) ordinary shares
in Just Water International Limited
- Anthony Edwin Falkenstein as to 796,310 (0.887%) ordinary shares in
Just Water International Limited
- Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the
Edwin Trust as to 1,268,000 (1.413%) ordinary shares in Just Water
International Limited
- Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee of the
Jeanette Trust as to 1,268,000 (1.413%) ordinary shares in Just Water
International Limited
- Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees of
the Falkenstein University of Auckland Business School Charitable Trust as to
2,000,000 (2.229%) ordinary shares in Just Water International Limited
- Anthony Edwin Falkenstein and Christopher Roy Saunders as trustees of
the Falkenstein Onehunga Business School Charitable Trust as to 2,000,000
(2.229%) ordinary shares in Just Water International Limited
- Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the
Edwin Trust as bare trustee for Anthony Edwin Falkenstein and Leon Fourie as
trustees of the Falkenstein Unitec Business School Charitable Trust as to
2,000,000 (2.229%) ordinary shares in Just Water International Limited
- Anthony Edwin Falkenstein as trustee of The Renate Share Trust as to
50,000 (0.056%) ordinary shares in Just Water International Limited
- Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and Mairangi
2008 Limited as trustees of the Mairangi Trust as to 25,000 (0.028%) ordinary
shares in Just Water International Limited
- Ian Donald Malcolm as to nil ordinary shares in Just Water
International Limited
- MELT Investments Limited as corporate trustee of the Malcolm
Education and Lifestyle Trust as to nil ordinary shares in Just Water
International Limited
- Ian Donald Malcolm and Jillian Dawn Reid as trustees of the Reid
Family Trust as to nil ordinary shares in Just Water International Limited
For a derivative relevant interest, also--
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative,
the nature of the relevant interest in the derivative: Not applicable
Additional information
Address(es) of substantial product holder(s): Not applicable
Contact details: Ian Donald Malcolm: email: [email protected] phone: (+64 9) 917
2893
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Financial Markets Conduct Act 2013 in
relation to the financial products to which this disclosure relates: The
members of Harvard JV
Certification
I, Ian Donald Malcolm, certify that, to the best of my knowledge and belief,
the information contained in this disclosure is correct and that I am duly
authorised to make this disclosure by all persons for whom it is made.
End CA:00258590 For:JWI Type:SSH Time:2014-12-08 08:30:09
