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Ann: SSH: JWI: SSH Notice - The Harvard Group Limited

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    					JWI
    22/12/2014 15:40
    SSH
    NOT PRICE SENSITIVE
    REL: 1540 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 277 and 278, Financial Markets Conduct Act 2013
    
    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: 19 December 2014
    Date this disclosure made: 22 December 2014
    Date last disclosure made: 18 December 2014
    
    Substantial product holder(s) giving disclosure
    Full name(s): (each a member of Harvard JV).
    - The Harvard Group Limited
    - Anthony Edwin Falkenstein
    - 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
    
    Summary of substantial holding
    Class of quoted voting products: Ordinary shares in Just Water International
    Limited
    Summary for The Harvard Group Limited
    For this disclosure,--
    (a) total number held in class: 70,895,482
    (b) total in class: 89,727,174
    (c) total percentage held in class: 79.012%
    For last disclosure,--
    (a) total number held in class: 70,686,816
    (b) total in class: 89,727,174
    (c) total percentage held in class: 78.780%
    Summary for: Anthony Edwin Falkenstein
    For this disclosure,--
    (a) total number held in class: 70,895,482
    (b) total in class: 89,727,174
    (c) total percentage held in class: 79.012%
    For last disclosure,--
    (a) total number held in class: 70,686,816
    (b) total in class: 89,727,174
    (c) total percentage held in class: 78.780%
    Summary for: Anthony Edwin Falkenstein and Ian Donald Malcolm as trustees of
    the Edwin Trust
    For this disclosure,--
    (a) total number held in class: 70,895,482
    (b) total in class: 89,727,174
    (c) total percentage held in class: 79.012%
    For last disclosure,--
    (a) total number held in class: 70,686,816
    (b) total in class: 89,727,174
    (c) total percentage held in class: 78.780%
    
    Summary for: Heather Jeanette Falkenstein and Ian Donald Malcolm as trustee
    of the Jeanette Trust
    For this disclosure,--
    (a) total number held in class: 70,895,482
    (b) total in class: 89,727,174
    (c) total percentage held in class: 79.012%
    For last disclosure,--
    (a) total number held in class: 70,686,816
    (b) total in class: 89,727,174
    (c) total percentage held in class: 78.780%
    
    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: 70,895,482
    (b) total in class: 89,727,174
    (c) total percentage held in class: 79.012%
    For last disclosure,--
    (a) total number held in class: 70,686,816
    (b) total in class: 89,727,174
    (c) total percentage held in class: 78.780%
    
    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: 70,895,482
    (b) total in class: 89,727,174
    (c) total percentage held in class: 79.012%
    For last disclosure,--
    (a) total number held in class: 70,686,816
    (b) total in class: 89,727,174
    (c) total percentage held in class: 78.780%
    
    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: 70,895,482
    (b) total in class: 89,727,174
    (c) total percentage held in class: 79.012%
    For last disclosure,--
    (a) total number held in class: 70,686,816
    (b) total in class: 89,727,174
    (c) total percentage held in class: 78.780%
    
    Summary for: Anthony Edwin Falkenstein as trustee of The Renate Share Trust
    For this disclosure,--
    (a) total number held in class: 70,895,482
    (b) total in class: 89,727,174
    (c) total percentage held in class: 79.012%
    For last disclosure,--
    (a) total number held in class: 70,686,816
    (b) total in class: 89,727,174
    (c) total percentage held in class: 78.780%
    
    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: 70,895,482
    (b) total in class: 89,727,174
    (c) total percentage held in class: 79.012%
    For last disclosure,--
    (a) total number held in class: 70,686,816
    (b) total in class: 89,727,174
    (c) total percentage held in class: 78.780%
    
    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 (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 previous disclosure notices, on 19
    December 2014 (being the closing date under the Offer), Harvard JV had
    received acceptances under the Offer in respect of a further 208,666 (0.233%)
    ordinary shares in Just Water International Limited. On 22 December 2014, The
    Harvard Group Limited had acquired 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:  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: 70,895,482
    (b) percentage held in class: 79.012%
    (c) current registered holder(s) of securities:
    - The Harvard Group Limited as to 61,279,506 (68.295%) 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
    - Various shareholders of Just Water International Limited as to  208,666
    (0.233%) 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 61,488,172 (68.528%) 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
    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: 70,895,482
    (b) percentage held in class: 79.012%
    (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: 70,895,482
    (b) percentage held in class: 79.012%
    (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: 70,895,482
    (b) percentage held in class: 79.012%
    (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: 70,895,482
    (b) percentage held in class: 79.012%
    (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: 70,895,482
    (b) percentage held in class: 79.012%
    (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: 70,895,482
    (b) percentage held in class: 79.012%
    (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: 70,895,482
    (b) percentage held in class: 79.012%
    (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: 70,895,482
    (b) percentage held in class: 79.012%
    (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
    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):
    c/o Harvard JV
    3 Dudley Road
    Mission Bay
    Auckland 1071
    New Zealand
    Contact details: Anthony Edwin Falkenstein: email: [email protected]
    phone: 021 950 856
    Nature of connection between substantial product 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.
    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: Not
    applicable
    
    Disclosure has effect for purposes of directors' and senior managers'
    disclosure
    Anthony Edwin Falkenstein is also a director of Just Water International
    Limited.  This disclosure also constitutes disclosure for the purposes of the
    directors' and senior managers' disclosure obligations.
    
    Certification
    I, Anthony Edwin Falkenstein, 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:00259274 For:JWI    Type:SSH        Time:2014-12-22 15:40:51
    				
 
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