Ann: SSH: MET: SSH - Goldman Sachs New Zealand Li

• Release Date: 25/11/13 11:40
• Summary: SSH: MET: SSH - Goldman Sachs New Zealand Limited (Goldman Sachs NZ)
• Price Sensitive: No
• Download Document  9.17KB

					MET
25/11/2013 09:40
SSH

REL: 0940 HRS Metlifecare Limited

SSH: MET: SSH - Goldman Sachs New Zealand Limited (Goldman Sachs NZ)

Form 2
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

Date of relevant event:  23 November 2013
To NZX Limited
And  Metlifecare Limited (MET)
Date this disclosure made: 25 November 2013
Date last disclosure made:  25 October 2013
Substantial security holder(s) giving disclosure
Name(s):  Goldman Sachs New Zealand Limited (Goldman Sachs NZ)
Goldman Sachs Australia Private Equity (A Units) Pty Ltd as trustee for the
Goldman Sachs Trans-Tasman Private Equity Fund 07 Trust D (GSAPE)
TTPE 07 No. 2 Limited (TTPE)
Special Managed Investment Company No. 90 Limited
(SMIC 90)
Contact details:  c/- Toby Sharpe
Bell Gully
Level 21
48 Shortland Street
Auckland
Tel:  +64 9 916 8637
Email: [email protected]

Summary of substantial holding to which disclosure relates
Class of listed voting securities:  Fully paid ordinary shares in MET
(Shares)
Summary for  Goldman Sachs NZ, GSAPE, TTPE and SMIC 90
For this disclosure,--
(a) total number held in class:  86,088,380
(b) total in class:  210,594,691
(c) total percentage held in class:  40.879%
For last disclosure,--
(a) total number held in class: 89,224,949
(b) total in class: 210,594,691
(c) total percentage held in class:  42.368%

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:
GSAPE, TTPE, SMIC 90 had a relevant interest in the Shares held by or on
behalf of GSAPE, TTPE, SMIC 90 and Arrow International Limited (Arrow)
(together, the VSL Vendors) by virtue of each being party to the VSL Vendors
Undertaking (see substantial security holder notice filed on 23 July 2012).
Under the VSL Vendors Undertaking each VSL Vendor had the ability to control
the disposition of shares held by the other VSL Vendors for a period of 16
months from the 23 July 2012 (the Escrow Period).  The Escrow Period ended on
23 November 2013 and therefore each VSL Vendor's ability to control the
disposition of the shares held by the other VSL Vendors on 23 November 2013
ceased.  Goldman Sachs NZ, GSAPE, TTPE and SMIC 90 (which are each ultimately
owned by Goldman Sachs Australia Pty Limited) no longer have a relevant
interest in the 1.490% of MET shares held by Arrow which is not part of the
Goldman Sachs group. Accordingly, the relevant interest of each of Goldman
Sachs NZ, GSAPE, TTPE and SMIC 90 has decreased by 1.490%.

Details of relevant interests in substantial holding after relevant event
Details for: Goldman Sachs NZ
(1) Nature of relevant interest(s):
Pursuant to the terms of the Underwriting Agreement and Sub-Underwriting
Letters (see substantial security holder notice filed on 25 October 2013),
Goldman Sachs NZ has a conditional power to control the acquisition or
disposition of the RVNZ Shares for the purposes of section 5(1)(d) of the
Act.
For that relevant interest,--

(a) number held in class: 79,393,043
(b) percentage held in class:  37.699%
(c) current registered holder(s) of securities:  RVNZ
(d) registered holder(s) of securities once transfers registered:  Not
applicable.
(2) Nature of relevant interest(s):
Relevant interest arising under section 5B(1)(d) of the Act by virtue of
Goldman Sachs NZ being a related body corporate of each of GSAPE (beneficial
holder), TTPE (beneficial holder) and SMIC 90 (registered and beneficial
owner)
For that relevant interest,--
(a) number held in class: 6,695,337
(b) percentage held in class:  3.179%
(c) current registered holder(s) of securities:   Perpetual Nominees Limited
(Perpetual) (as to 2,378,188 Shares as custodian for GSAPE)
Perpetual (as to 2,346,671 Shares as custodian for TTPE)
SMIC 90 (as to 1,970,478 Shares)
(d) registered holder(s) of securities once transfers registered:  Not
applicable.

Details for: GSAPE
(1) Nature of relevant interest(s):
Relevant interest arising under section 5B(1)(d) of the Act by virtue of
GSAPE being a related body corporate of Goldman Sachs NZ which has the
qualified relevant interest in the shares held by RVNZ described above
pursuant to the Underwriting Agreement and the Sub-Underwriting Letters.
For that relevant interest,--
(a) number held in class: 79,393,043
(b) percentage held in class:  37.699%
(c) current registered holder(s) of securities:  RVNZ
(d) registered holder(s) of securities once transfers registered:  Not
applicable.
(2) Nature of relevant interest(s):
Relevant interest arising under section 5B(1)(d) of the Act by virtue of
GSAPE being a related body corporate of each of TTPE (beneficial holder) and
SMIC 90 (registered and beneficial owner)
For that relevant interest,--
(a) number held in class: 4,317,149
(b) percentage held in class:  2.050%
(c) current registered holder(s) of securities:  Perpetual (as to 2,346,671
Shares as custodian for TTPE)
SMIC 90 (as to 1,970,478 Shares)
(d) registered holder(s) of securities once transfers registered:  Not
applicable.
(3) Nature of relevant interest(s):
Beneficial owner.
For that relevant interest,--
(a) number held in class: 2,378,188
(b) percentage held in class:  1.129%
(c) current registered holder(s) of securities:  Perpetual
(d) registered holder(s) of securities once transfers registered:  Not
applicable.

Details for: TTPE
(1) Nature of relevant interest(s):
Relevant interest arising under section 5B(1)(d) of the Act by virtue of TTPE
being a related body corporate of Goldman Sachs NZ which has the qualified
relevant interest in the shares held by RVNZ described above pursuant to the
Underwriting Agreement and the Sub-Underwriting Letters.
For that relevant interest,--
(a) number held in class: 79,393,043
(b) percentage held in class:  37.699%
(c) current registered holder(s) of securities:  RVNZ
(d) registered holder(s) of securities once transfers registered:  Not
applicable.
(2) Nature of relevant interest(s):
Relevant interest arising under section 5B(1)(d) of the Act by virtue of TTPE
being a related body corporate of each of GSAPE (beneficial holder) and SMIC
90 (registered and beneficial owner)
For that relevant interest,--
(a) number held in class: 4,348,666
(b) percentage held in class:  2.065%
(c) current registered holder(s) of securities:   Perpetual (as to 2,378,188
Shares as custodian for GSAPE)
SMIC 90 (as to 1,970,478 Shares)
(d) registered holder(s) of securities once transfers registered:  Not
applicable.
(3) Nature of relevant interest(s):
Beneficial owner.
For that relevant interest,--
(a) number held in class: 2,346,671
(b) percentage held in class:  1.114%
(c) current registered holder(s) of securities:  Perpetual
(d) registered holder(s) of securities once transfers registered:  Not
applicable.

Details for: SMIC 90
(1) Nature of relevant interest(s):
Relevant interest arising under section 5B(1)(d) of the Act by virtue of SMIC
90 being a related body corporate of Goldman Sachs NZ which has the qualified
relevant interest in the shares held by RVNZ described above pursuant to the
Underwriting Agreement and the Sub-Underwriting Letters.
For that relevant interest,--
(a) number held in class: 79,393,043
(b) percentage held in class:  37.699%
(c) current registered holder(s) of securities:  RVNZ
(d) registered holder(s) of securities once transfers registered:  Not
applicable.
(2) Nature of relevant interest(s):
Relevant interest arising under section 5B(1)(d) of the Act by virtue of SMIC
90 being a related body corporate of each of GSAPE (beneficial holder) and
TTPE (beneficial holder)
For that relevant interest,--
(a) number held in class: 4,724,859
(b) percentage held in class:  2.244%
(c) current registered holder(s) of securities:   Perpetual (as to 2,378,188
Shares as custodian for GSAPE)
Perpetual (as to 2,346,671 Shares as custodian for TTPE)
(d) registered holder(s) of securities once transfers registered:  Not
applicable.
(3) Nature of relevant interest(s):
Registered and beneficial owner.
For that relevant interest,--
(a) number held in class: 1,970,478
(b) percentage held in class:  0.936%
(c) current registered holder(s) of securities:  SMIC 90
(d) registered holder(s) of securities once transfers registered:  Not
applicable.

Additional information
Nature of connection between substantial security holders:
Each of Goldman Sachs NZ, GSAPE, TTPE and SMIC 90 are wholly owned
subsidiaries of Goldman Sachs Australia International Pty Ltd.
Address(es) of substantial security holder(s):
For GSAPE and SMIC 90: Level 48, Governor Phillip Tower, 1 Farrer Place,
Sydney NSW 2000, Australia
For TTPE and Goldman Sachs NZ: Level 38, Vero Centre, 48 Shortland Street,
Auckland 1010
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:
Arrow

Declaration
I, Toby Sharpe, solicitor to Goldman Sachs NZ 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:00244228 For:MET    Type:SSH        Time:2013-11-25 09:40:58