KMD
17/09/2015 08:30
SSH
NOT PRICE SENSITIVE
REL: 0830 HRS Kathmandu Holdings Limited
SSH: KMD: SSH Notice for holding in Kathmandu Holdings Ltd
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 Kathmandu Holdings Limited
Relevant event being disclosed: movement of 1% or more in substantial holding
Date of relevant event: 16 September 2015
Date this disclosure made: 17 September 2015
Date last disclosure made: 14 September 2015
Substantial product holder(s) giving disclosure
Full name(s): Briscoe Group Limited
Summary of substantial holding
Class of quoted voting products: ordinary shares
Summary for Briscoe Group Limited
For this disclosure,--
(a) total number held in class: 47,326,840
(b) total in class: 201,484,583
(c) total percentage held in class: 23.489%
For last disclosure,--
(a) total number held in class: 44,671,326
(b) total in class: 201,484,583
(c) total percentage held in class: 22.171%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: Receipt of
Regular Acceptances and Facility Acceptances pursuant to Briscoe Group
Limited's takeover offer for all of the fully paid ordinary shares in
Kathmandu Holdings Limited (Takeover Offer). See the Appendix for details of
the transactions. The Takeover Offer Document dated 22 July 2015 (Takeover
Offer Document) was attached to a previous disclosure made on 14 September
2015.
Details after relevant event
Details for Briscoe Group Limited
Nature of relevant interest(s): Registered holder and beneficial owner of
financial products.
For that relevant interest,--
(a) number held in class: 40,095,432
(b) percentage held in class: 19.900%
(c) current registered holder(s): Briscoe Group Limited
(d) registered holder(s) once transfers are registered: Briscoe Group Limited
Nature of relevant interest(s): Registered holder and beneficial owner
conditional on fulfilment or waiver of the conditions stated in the Takeover
Offer Document (and resulting from the receipt of Regular Acceptances
pursuant to the Takeover Offer, which may not be withdrawn under the terms of
the Takeover Offer).
For that relevant interest,--
(a) number held in class: 2,763,546
(b) percentage held in class: 1.372%
(c) current registered holder(s): unknown.
(d) registered holder(s) once transfers are registered: Briscoe Group Limited
Nature of relevant interest(s): Registered holder and beneficial owner
conditional on fulfilment or waiver of the conditions stated in the Takeover
Offer Document (and resulting from the receipt of Facility Acceptances
pursuant to the Takeover Offer) subject to the qualification that the
relevant Facility Acceptances may be withdrawn in accordance with the terms
of the Takeover Offer.
For that relevant interest,--
(a) number held in class: 4,467,862
(b) percentage held in class: 2.217%
(c) current registered holder(s): unknown.
(d) registered holder(s) once transfers are registered: Briscoe Group Limited
Additional information
Address(es) of substantial product holder(s): 36 Taylors Road, Morningside,
Auckland, New Zealand
Contact details: Geoff Scowcroft
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: n/a
Certification
I, Geoff Scowcroft, 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.
Appendix
Details of transactions and events giving rise to movement of 1% or more in
substantial holding
Receipt of the following acceptances pursuant to Briscoe Group Limited's
takeover offer for all of the ordinary shares in Kathmandu Holdings Limited
not already held by Briscoe Group Limited:
Date Number of acceptances
Regular Acceptances 29 July 2015 to 11 September 2015 1,431,306
12 September 2015 to 16 September 2015 1,332,240
Facility Acceptances 29 July 2015 to 11 September 2015 3,144,588
12 September 2015 to 16 September 2015 1,323,274
Total Acceptances 29 July 2015 to 16 September 2015 7,231,408
Note: Shareholders that have lodged a Facility Acceptance are able to
withdraw their acceptance by submitting a withdrawal notice. A withdrawal
notice will be effective if validly completed and received by Link Market
Services Limited (Link) prior to:
o Briscoe Group Limited receiving a confirmation notice from Link that
Briscoe Group Limited holds the right to acceptances of the Takeover Offer
(being the aggregate of Regular Acceptances and Facility Acceptances received
by Link and not withdrawn) equal to or more than 90% of the Kathmandu
Holdings Limited shares; or
o Briscoe Group Limited otherwise declaring the Takeover Offer unconditional.
See paragraph 7 of the terms and conditions of Briscoe Group Limited's offer
to purchase all of the ordinary shares in Kathmandu Holdings Limited not
already held by Briscoe Group Limited as set out in the Takeover Offer
Document.
End CA:00270276 For:KMD Type:SSH Time:2015-09-17 08:30:09
