MEL
01/11/2013 08:33
SSH
REL: 0833 HRS Meridian Energy Limited
SSH: MEL: SSH Notice - Her Majesty the Queen in Right of New Zealand
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: A change in the nature of the Crown's
relevant interest.
Date of relevant events: 31 October 2013
To: NZX Limited
And: Meridian Energy Limited (MEL)
Date this disclosure made: 31 October 2013
Date last disclosure made: 29 October 2013
Substantial security holder(s) giving disclosure
Name(s): Her Majesty the Queen in Right of New Zealand (the Crown)
Contact name: C/- The Treasury (Attn: Chris White)
Contact number: +64 4 472 2733
Email: [email protected]
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares in MEL (Shares)
Summary for the Crown
For this disclosure,--
(a) total number held in class: 2,563,000,000 Shares
(b) total in class: 2,563,000,000 Shares
(c) total percentage held in class: 100% of Shares
For last disclosure,--
(a) total number held in class: 2,563,000,000 Shares
(b) total in class: 2,563,000,000 Shares
(c) total percentage held in class: 100% of Shares
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:
(1) On 30 October 2013, the Crown transferred 1,255,413,626 Shares in
aggregate to NZGT (IR) Limited and The Trust Company (Nominees) Limited
pursuant to instalment receipt trust deeds dated 19 September 2013 between
the Crown as one party and The New Zealand Guardian Trust Company Limited and
The Trust Company (Australia) Limited (respectively) as the other party (the
Instalment Receipt Trust Deeds), leaving the Crown with a residual holding of
1,307,586,374 Shares (being 51.02% of Shares).
(2) On 30 October 2013, 1,255,413,626 instalment receipts, each of which
corresponds to a Share (Instalment Receipts), were allotted to successful
applicants under the offer (the Offer) made by the Crown pursuant to an
investment statement and prospectus dated 20 September 2013 as amended on 27
September 2013 (the Offer Document). The Crown has a security interest in
the Shares corresponding to those Instalment Receipts pursuant to the terms
of the Instalment Receipt Trust Deeds, being the Shares transferred by the
Crown to NZGT (IR) Limited and The Trust Company (Nominees) Limited.
(3) On 30 October 2013, Instalment Receipts were allotted under the Offer to
the Guardians of the New Zealand Superannuation Fund (Guardians) and to
various managers of the New Zealand Superannuation Fund, and those entities
have, between them, subsequently carried out further trades of Instalment
Receipts on-market, resulting in the Guardians and the various managers of
the New Zealand Superannuation Fund holding 20,784,887 Instalment Receipts in
aggregate.
(4) On 30 October 2013, 427,666 Instalment Receipts were allotted under the
Offer to the trustees of the Rangit?ne O Wairau Settlement Trust pursuant to
the Participating Iwi Offer (as defined in the Offer Document).
Details of relevant interests in substantial holding after relevant events
Details for the Crown
Nature of relevant interest(s): Registered holder and beneficial owner of
Shares. The Crown's relevant interest is subject to the qualification that,
pursuant to the Public Finance Act 1989, the Crown must hold at least 51% of
the Shares on issue. Further, the Crown has undertaken not to offer for sale,
or accept offers for, any Shares held by the Crown in excess of the minimum
holding requirement under the Public Finance Act 1989, other than in relation
to resolving any disputed applications under the Retail Offer, during the
period from 19 September 2013 to the expiration of 90 days from 30 October
2013 without the prior written consent of each of Deutsche Bank AG (New
Zealand branch) and Craigs Investment Partners Limited (Deutsche/Craigs),
Goldman Sachs New Zealand Limited (Goldman Sachs) and Macquarie Securities
(NZ) Limited (Macquarie) (Deutsche/Craigs, Goldman Sachs and Macquarie are
referred to together as the Joint Lead Managers) (such consent not to be
unreasonably withheld) pursuant to the Offer Management Agreement dated 19
September 2013 (the Offer Management Agreement) between the Crown, Meridian
and the Joint Lead Managers. A copy of the Offer Management Agreement is
attached to this notice (77 pages).
For that relevant interest,--
(a) number held in class: 1,307,586,374 Shares
(b) percentage held in class: 51.02% of Shares
(c) current registered holder(s) of securities: Her Majesty the Queen in
Right of New Zealand acting by and through Her Minister of Finance and
Minster for State Owned Enterprises
(d) registered holder(s) of securities once transfers registered: N/A
Nature of relevant interest(s): The Crown has a relevant interest in Shares
corresponding to Instalment Receipts by virtue of having the power to control
the disposition of the Shares under its security interest over the Shares
pursuant to the terms of the Instalment Receipt Trust Deeds. A copy of the
Instalment Receipt Trust Deeds is attached to this notice (171 pages in
total).
For that relevant interest,--
(a) number held in class: 1,255,413,626 Shares (corresponding to
1,255,413,626 Instalment Receipts)
(b) percentage held in class: 48.98% of Shares
(c) current registered holder(s) of securities: NZGT (IR) Limited or The
Trust Company (Nominees) Limited in their respective capacities as Instalment
Receipt trustees under the Instalment Receipt Trust Deeds
(d) registered holder(s) of securities once transfers registered: N/A
Nature of relevant interest(s): Beneficial owner of Shares corresponding to
Instalment Receipts by virtue of the fact that the New Zealand Superannuation
Fund is the property of the Crown pursuant to the New Zealand Superannuation
and Retirement Income Act 2001.
For that relevant interest,--
(a) number held in class: 20,784,887 Shares (corresponding to 20,784,887
Instalment Receipts)
(b) percentage held in class: 0.81% of Shares
(c) current registered holder(s) of securities: New Zealand Superannuation
Fund Nominees Limited or its duly authorised custodians
(d) registered holder(s) of securities once transfers registered: N/A
Nature of relevant interest(s): The Crown has a relevant interest in Shares
corresponding to Instalment Receipts held by the Rangit?ne O Wairau
Settlement Trust by virtue of a Deed of Embargo between the Rangit?ne O
Wairau Settlement Trust and the Crown dated 23 October 2013 (the Deed of
Embargo) pursuant to which the Crown can prevent the Rangit?ne O Wairau
Settlement Trust from disposing of Instalment Receipts held by it until the
later of (a) the date that is two years from 30 October 2013; and (b) the
date on which an Agreement in Principle (or equivalent) settling Rangit?ne O
Wairau's historical Treaty of Waitangi claims against the Crown has been
signed by the Crown and Rangit?ne O Wairau. A copy of the Deed of Embargo is
attached to this notice (9 pages).
For that relevant interest,--
(a) number held in class: 427,666 Shares (corresponding to 427,666 Instalment
Receipts)
(b) percentage held in class: 0.02% of Shares
(c) current registered holder(s) of securities: Judith MacDonald, Jeffrey
Hynes and Richard Andrell (in their capacities as trustees of the Rangit?ne O
Wairau Settlement Trust)
(d) registered holder(s) of securities once transfers registered: N/A
The Crown, by virtue of its security interests under the Instalment Receipt
Trust Deeds, will have a relevant interest in the Shares corresponding to the
Instalment Receipts until such time as those Shares are transferred or sold
by the trustees in accordance with the terms of the Instalment Receipts Trust
Deeds. In addition, the Crown will have a separate relevant interest in
Shares corresponding to Instalment Receipts that form part of the New Zealand
Superannuation Fund. The Guardians and the various managers of the New
Zealand Superannuation Fund may, from time to time, buy or sell Instalment
Receipts for the New Zealand Superannuation Fund. As a result, the nature of
the Crown's relevant interest(s) in the Shares corresponding to the
Instalment Receipts bought or sold for the New Zealand Superannuation Fund
will change from time to time.
Additional information
Nature of connection between substantial security holders: N/A
Address(es) of substantial security holder(s): C/- The Treasury (Attn: Chris
White), PO Box 3724, Wellington 6140
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: N/A
Declaration
I, Chris White, 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:00243208 For:MEL Type:SSH Time:2013-11-01 08:33:48
