JWI
26/11/2014 09:28
SSH
NOT PRICE SENSITIVE
REL: 0928 HRS Just Water International Limited
SSH: JWI: SSH Notice - The Harvard Group Limited
Disclosure of movement of 1% or more in substantial holding or change in
nature of relevant interest or both
Sections 23 and 24, Securities Markets Act 1988
Relevant event being disclosed: Movement of 1% or more in substantial holding
and change in nature of relevant interest
Date of relevant event: 25 November 2014
To: NZX Limited
And: Just Water International Limited (NZAX:JWI)
Date this disclosure made: 26 November 2014
Date last disclosure made: 24 November 2014
Substantial security holder(s) giving disclosure
Name(s): (each a member of Harvard JV).
- The Harvard Group Limited
- Anthony Edwin Falkenstein (being a director of both of The Harvard
Group Limited and Just Water International Limited)
- Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of the
Edwin Trust
- Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee of the
Jeanette Trust
- Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees of
the Falkenstein University of Auckland Business School Charitable Trust
- Anthony Edwin Falkenstein and Christopher Roy Saunders as trustees of
the Falkenstein Onehunga Business School Charitable Trust
- Anthony Edwin Falkenstein and Leon Fourie as trustees of the
Falkenstein Unitec Business School Charitable Trust
- Anthony Edwin Falkenstein as trustee of The Renate Share Trust
- Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and Mairangi
2008 Limited as trustees of the Mairangi Trust
Contact details: Anthony Edwin Falkenstein: email: [email protected]
phone: 021 950 856
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares in Just Water
International Limited
Summary for: The Harvard Group Limited
For this disclosure,--
(a) total number held in class: 67,360,510
(b) total in class: 89,477,174
(c) total percentage held in class: 75.282%
For last disclosure,--
(a) total number held in class: 65,253,954
(b) total in class: 89,477,174
(c) total percentage held in class: 72.928%
Summary for: Anthony Edwin Falkenstein
For this disclosure,--
(a) total number held in class: 67,360,510
(b) total in class: 89,477,174
(c) total percentage held in class: 75.282%
For last disclosure,--
(a) total number held in class: 65,253,954
(b) total in class: 89,477,174
(c) total percentage held in class: 72.928%
Summary for: Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of
the Edwin Trust
For this disclosure,--
(a) total number held in class: 67,360,510
(b) total in class: 89,477,174
(c) total percentage held in class: 75.282%
For last disclosure,--
(a) total number held in class: 65,253,954
(b) total in class: 89,477,174
(c) total percentage held in class: 72.928%
Summary for: Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee
of the Jeanette Trust
For this disclosure,--
(a) total number held in class: 67,360,510
(b) total in class: 89,477,174
(c) total percentage held in class: 75.282%
For last disclosure,--
(a) total number held in class: 65,253,954
(b) total in class: 89,477,174
(c) total percentage held in class: 72.928%
Summary for: Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees
of the Falkenstein University of Auckland Business School Charitable Trust
For this disclosure,--
(a) total number held in class: 67,360,510
(b) total in class: 89,477,174
(c) total percentage held in class: 75.282%
For last disclosure,--
(a) total number held in class: 65,253,954
(b) total in class: 89,477,174
(c) total percentage held in class: 72.928%
Summary for: Anthony Edwin Falkenstein and Christopher Roy Saunders as
trustees of the Falkenstein Onehunga Business School Charitable Trust
For this disclosure,--
(a) total number held in class: 67,360,510
(b) total in class: 89,477,174
(c) total percentage held in class: 75.282%
For last disclosure,--
(a) total number held in class: 65,253,954
(b) total in class: 89,477,174
(c) total percentage held in class: 72.928%
Summary for: Anthony Edwin Falkenstein and Leon Fourie as trustees of the
Falkenstein Unitec Business School Charitable Trust
For this disclosure,--
(a) total number held in class: 67,360,510
(b) total in class: 89,477,174
(c) total percentage held in class: 75.282%
For last disclosure,--
(a) total number held in class: 65,253,9542
(b) total in class: 89,477,174
(c) total percentage held in class: 72.928%
Summary for: Anthony Edwin Falkenstein as trustee of The Renate Share Trust
For this disclosure,--
(a) total number held in class: 67,360,510
(b) total in class: 89,477,174
(c) total percentage held in class: 75.282%
For last disclosure,--
(a) total number held in class: 65,253,954
(b) total in class: 89,477,174
(c) total percentage held in class: 72.928%
Summary for: Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and
Mairangi 2008 Limited as trustees of the Mairangi Trust
For this disclosure,--
(a) total number held in class: 67,360,510
(b) total in class: 89,477,174
(c) total percentage held in class: 75.282%
For last disclosure,--
(a) total number held in class: 65,253,954
(b) total in class: 89,477,174
(c) total percentage held in class: 72.928%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure under the
instructions to this form:
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 (together "Harvard JV") entered into a 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 notice dated 24 November
2014, during the course of 24 November 2014, Harvard JV received acceptances
under the Offer in respect of a further 155,814 (0.174%) ordinary shares in
Just Water International Limited. On 24 November 2014, The Harvard Group
Limited acquired 591,842 (0.661%) ordinary shares in Just Water International
Limited at the offer price of 15 cents per share in accordance with the terms
of the Offer.
On 25 November 2014, Harvard JV received further acceptances to the Offer in
respect of 1,950,742 (2.180%) ordinary shares in Just Water International
Limited.
Details of relevant interests in substantial holding after relevant event
Details for: The Harvard Group Limited
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
Document for the Offer.
For that relevant interest,--
(a) number held in class: 67,360,510
(b) percentage held in class: 75.282%
(c) current registered holder(s) of securities:
- The Harvard Group Limited as to 55,846,644 (62.414%) ordinary shares
in Just Water International Limited
- Anthony Edwin Falkenstein as to 796,310 (0.890%) 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 (1.417%) 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 (1.417%) 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 (2.235%) 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
(2.235%) 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 (2.235%) 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
- Various shareholders of Just Water International Limited (details
unknown) as to 2,542,584 (2.842%) ordinary shares in Just Water
International Limited (in aggregate)
(d) registered holder(s) of securities once transfers registered: The
following information is together defined for the purposes of this notice as
"the Relevant Details":
- The Harvard Group Limited as to 57,953,200 (64.769%) ordinary shares
in Just Water International Limited
- Anthony Edwin Falkenstein as to 796,310 (0.890%) 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 (1.417%) 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 (1.417%) 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 (2.235%) 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
(2.235%) 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 (2.235%) 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
Details for: Anthony Edwin Falkenstein
Nature of relevant interest(s): See Relevant Details as defined above
For that relevant interest,--
(a) number held in class: 67,360,510
(b) percentage held in class: 75.282%
(c) current registered holder(s) of securities: See Relevant Details as
defined above
(d) registered holder(s) of securities once transfers registered: Not
applicable as no transfer being registered
Details for: Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of
the Edwin Trust
Nature of relevant interest(s): See Relevant Details as defined above
For that relevant interest,--
(a) number held in class: 67,360,510
(b) percentage held in class: 75.282%
(c) current registered holder(s) of securities: See Relevant Details as
defined above
(d) registered holder(s) of securities once transfers registered: Not
applicable as no transfer being registered
Details for: Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee
of the Jeanette Trust
Nature of relevant interest(s): See Relevant Details as defined above
For that relevant interest,--
(a) number held in class: 67,360,510
(b) percentage held in class: 75.282%
(c) current registered holder(s) of securities: See Relevant Details as
defined above
(d) registered holder(s) of securities once transfers registered: Not
applicable as no transfer being registered
Details for: Anthony Edwin Falkenstein and Gregory Paul Whittred as trustees
of the Falkenstein University of Auckland Business School Charitable Trust
Nature of relevant interest(s): See Relevant Details as defined above
For that relevant interest,--
(a) number held in class: 67,360,510
(b) percentage held in class: 75.282%
(c) current registered holder(s) of securities: See Relevant Details as
defined above
(d) registered holder(s) of securities once transfers registered: Not
applicable as no transfer being registered
Details for: Anthony Edwin Falkenstein and Christopher Roy Saunders as
trustees of the Falkenstein Onehunga Business School Charitable Trust
Nature of relevant interest(s): See Relevant Details as defined above
For that relevant interest,--
(a) number held in class: 67,360,510
(b) percentage held in class: 75.282%
(c) current registered holder(s) of securities: See Relevant Details as
defined above
(d) registered holder(s) of securities once transfers registered: Not
applicable as no transfer being registered
Details for: Anthony Edwin Falkenstein and Leon Fourie as trustees of the
Falkenstein Unitec Business School Charitable Trust
Nature of relevant interest(s): See Relevant Details as defined above
For that relevant interest,--
(a) number held in class: 67,360,510
(b) percentage held in class: 75.282%
(c) current registered holder(s) of securities: See Relevant Details as
defined above
(d) registered holder(s) of securities once transfers registered: Not
applicable as no transfer being registered
Details for: Anthony Edwin Falkenstein as trustee of The Renate Share Trust
Nature of relevant interest(s): See Relevant Details as defined above
For that relevant interest,--
(a) number held in class: 67,360,510
(b) percentage held in class: 75.282%
(c) current registered holder(s) of securities: See Relevant Details as
defined above
(d) registered holder(s) of securities once transfers registered: Not
applicable as no transfer being registered
Details for: Anthony Edwin Falkenstein, Heather Jeanette Falkenstein and
Mairangi 2008 Limited as trustees of the Mairangi Trust
Nature of relevant interest(s): See Relevant Details as defined above
For that relevant interest,--
(a) number held in class: 67,360,510
(b) percentage held in class: 75.282%
(c) current registered holder(s) of securities: See Relevant Details as
defined above
(d) registered holder(s) of securities once transfers registered: Not
applicable as no transfer being registered
Additional information
Nature of connection between substantial security holders:
- The members of Harvard JV are party to the Joint Venture Agreement;
- Anthony Edwin Falkenstein is:
- is a director of both The Harvard Group Limited and Just Water
International Limited;
- a trustee of the Edwin Trust, being a 40% shareholder of The Harvard
Group Limited;
- a director of Yada Holdings No.1 Limited, being a 20% shareholder of
The Harvard Group Limited;
- the registered holder and beneficial owner of ordinary shares in Just
Water International Limited in his own name;
- the registered holder of ordinary shares in Just Water International
Limited as trustee of the Edwin Trust;
- the beneficial owner of ordinary shares in Just Water International
Limited as a beneficiary of the Jeanette Trust;
- the registered holder of ordinary shares in Just Water International
Limited as trustee of the Falkenstein University of Auckland Business School
Charitable Trust;
- the registered holder of ordinary shares in Just Water International
Limited as trustee of the Falkenstein Onehunga Business School Charitable
Trust;
- the registered holder of ordinary shares in Just Water International
Limited as trustee of the Edwin Trust as bare trustee for Anthony Edwin
Falkenstein and Leon Fourie as trustees of the Falkenstein Unitec Business
School Charitable Trust;
- the registered holder of ordinary shares in Just Water International
Limited as trustee of The Renate Share Trust; and
- the registered holder of ordinary shares in Just Water International
Limited Anthony Edwin Falkenstein as trustee of the Mairangi Trust.
Address(es) of substantial security holder(s):
c/o Harvard JV
3 Dudley Road
Mission Bay
Auckland 1071
New Zealand
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Act in relation to the securities to which
this disclosure relates: Ian Donald Malcolm
Declaration
I, Anthony Edwin Falkenstein, declare 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:00258107 For:JWI Type:SSH Time:2014-11-26 09:28:06
