Ann: SSH: MET: SSH Notice - Goldman Sachs New Zea

• Release Date: 25/10/13 11:51
• Summary: SSH: MET: SSH Notice - Goldman Sachs New Zealand Limited
• Price Sensitive: No
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					MET
25/10/2013 09:51
SSH

REL: 0951 HRS Metlifecare Limited

SSH: MET: SSH Notice - Goldman Sachs New Zealand Limited

Form 1
Disclosure of beginning to have substantial holding
Section 22, Securities Markets Act 1988

To:   NZX Limited
And:   Metlifecare Limited (MET)
Date this 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]
Date on which substantial 24 October 2013
security holder(s) began to
have substantial holding:

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
(a) total number held in 89,224,949
class:
(b) total in class:   210,594,691
(c) total percentage held in 42.368%
class:

Details of relevant interests currently in substantial holding
Details for:  Goldman Sachs NZ
(1) Nature of relevant interest(s): On 24 October 2013, Retirement
Villages New Zealand Limited (RVNZ) and Goldman Sachs NZ entered into a
conditional underwriting agreement (the Underwriting Agreement) under which
Goldman Sachs NZ has agreed to offer to procure investors to purchase, or
itself purchase 79,393,043 previously allotted Shares that are currently held
by RVNZ (the RVNZ Shares) on 25 November 2013 at a price of NZ$3.53 per
share.
  The Underwriting Agreement is conditional and the conditions
cannot be satisfied or waived before 00.01am (NZT) on 24 November 2013.  The
Underwriting Agreement can also be terminated in certain circumstances.
  Pursuant to the terms of the Underwriting Agreement, 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 Securities Markets
Act 1988 (the Act) (the Relevant Interest).
  In addition, Goldman Sachs NZ has entered into
sub-underwriting letters with each of Guardians of New Zealand Superannuation
(as manager and administrator of the New Zealand Superannuation Fund)
(Guardians) and Infratil Limited (Infratil), both dated 24 October 2013
(together, the Sub-Underwriting Letters) pursuant to which Goldman Sachs NZ
has agreed to sell 35,736,363 of the RVNZ Shares to Guardians and 41,908,343
of the RVNZ Shares to Infratil. As a result, the Sub-Underwriting Letters
qualify Goldman Sachs NZ's Relevant Interest in the RVNZ Shares.
  The Sub-Underwriting Letters are subject to certain
conditions, including that the Underwriting Agreement remains on foot.
  Copies of the Underwriting Agreement and Sub-Underwriting
Letters are attached to this notice (44 pages).
For that relevant interest,--
(a) number held in class: 79,393,043
(b) percentage held in class: 37.699%
(c) current registered  RVNZ
holder(s) of securities:
(d) registered holder(s) of Not applicable
securities once transfers
registered:

(2) Nature of relevant interest(s): GSAPE, TTPE, SMIC 90 have a relevant
interest in the Shares held by or on behalf of GSAPE, TTPE, SMIC 90 and Arrow
International Group Limited (Arrow) by virtue of each being a party to the
VSL Vendors Undertaking (see substantial security holder notice filed on 23
July 2012) which provides parties with certain powers to control the
disposition of shares held by the other parties.  Goldman Sachs NZ has the
relevant interest of each of GSAPE, TTPE and SMIC 90 which are its related
bodies corporate.

For that relevant interest,--
(a) number held in class: 9,831,906
(b) percentage held in class: 4.669%
(c) current registered Perpetual Nominees Limited (Perpetual) (as to
2,378,188 Shares as holder(s) of custodian for GSAPE)
 securities: Perpetual (as to 2,346,671 Shares as custodian for TTPE)
 SMIC 90 (as to 1,970,478 Shares)
  Arrow (as to 3,136,569 Shares)

(d) registered holder(s) of Not applicable
securities once transfers
registered:

(3) 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 holder 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 Perpetual (as to 2,378,188 Shares as custodian for
GSAPE) 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 Not applicable
securities once transfers
registered:

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 RVNZ Shares
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  RVNZ
holder(s) of securities:
(d) registered holder(s) of Not applicable
securities once transfers
registered:

(2) Nature of relevant interest(s): GSAPE has a relevant interest in the
Shares held by or on behalf of TTPE, SMIC 90 and Arrow by virtue of being a
party to the VSL Vendors Undertaking (see substantial security holder notice
filed on 23 July 2012) which provides parties with certain powers to control
the disposition of shares held by the other parties.  GSAPE has the relevant
interest of each of TTPE and SMIC 90 which are its related bodies corporate.

For that relevant interest,--
(a) number held in class: 9,831,906
(b) percentage held in class: 4.669%
(c) current registered Perpetual (as to 2,378,188 Shares as custodian for
GSAPE) holder(s) of securities:   Perpetual (as to 2,346,671 Shares as
custodian for TTPE)
 SMIC 90 (as to 1,970,478 Shares)
 Arrow (as to 3,136,569 Shares)
(d) registered holder(s) of Not applicable
securities once transfers
registered:

(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 Perpetual
holder(s) of securities:
(d) registered holder(s) of Not applicable
securities once transfers
registered:

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 RVNZ Shares
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 RVNZ
holder(s) of securities:
(d) registered holder(s) of Not applicable
securities once transfers
registered:

(2) Nature of relevant interest(s): TTPE has a relevant interest in the
Shares held by or on behalf of GSAPE, SMIC 90 and Arrow by virtue of being a
party to the VSL Vendors Undertaking (see substantial security holder notice
filed on 23 July 2012) which provides parties with certain powers to control
the disposition of shares held by the other parties.  TTPE has the relevant
interest of each of GSAPE and SMIC 90 which are its related bodies corporate.

For that relevant interest,--
(a) number held in class: 9,831,906
(b) percentage held in class: 4.669%
(c) current registered  Perpetual (as to 2,378,188 Shares as
custodian for GSAPE) holder(s) of securities:    Perpetual (as to 2,346,671
Shares as custodian for TTPE)
 SMIC 90 (as to 1,970,478 Shares)
  Arrow (as to 3,136,569 Shares)
(d) registered holder(s) of  Not applicable
securities once transfers
registered:

(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 Perpetual
holder(s) of securities:
(d) registered holder(s) of Not applicable
securities once transfers
registered:

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 RVNZ Shares
described above pursuant to the Underwriting Agreement and the
Sub-Underwriting Letters.
(a) number held in class: 79,393,043
(b) percentage held in class: 37.699%
(c) current registered  RVNZ
holder(s) of securities:
(d) registered holder(s) of  Not applicable
securities once transfers
registered:

(2) Nature of relevant interest(s):  SMIC 90 has a relevant
interest in the Shares held by or on behalf of GSAPE, TTPE and Arrow by
virtue of being a party to the VSL Vendors Undertaking (see substantial
security holder notice filed on 23 July 2012) which provides parties with
certain powers to control the disposition of shares held by the other
parties.  SMIC 90 has the relevant interest of each of GSAPE and TTPE which
are its related bodies corporate.

For that relevant interest,--
(a) number held in class: 9,831,906
(b) percentage held in class: 4.669%
(c) current registered  Perpetual (as to 2,378,188 Shares as
custodian for GSAPE) holder(s) of securities:    Perpetual (as to 2,346,671
Shares as custodian for TTPE)
 SMIC 90 (as to 1,970,478 Shares)
  Arrow (as to 3,136,569 Shares)
(d) registered holder(s) of  Not applicable
securities once transfers
registered:

(3) Nature of relevant interest(s):  Registered holder 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 SMIC 90
holder(s) of securities:
(d) registered holder(s) of  Not applicable
securities once transfers
registered:

Details of transactions and events giving rise to person beginning to have
substantial holding
Details of the transactions or other events requiring disclosure under the
instructions to this form:   Entry by Goldman Sachs NZ into the Underwriting
Agreement and the Sub-Underwriting Letters.

Additional information
Nature of connection between substantial security holders:
GSAPE, TTPE, SMIC 90 and Arrow are connected in the manner set out in section
5B(1) of the Act in relation to the VSL Vendors Undertaking (see substantial
security holder notice filed on 23 July 2012).

Goldman Sachs NZ is a wholly owned subsidiary of Goldman Sachs Australia
International Pty Ltd, which also owns GSAPE, TTPE and SMIC 90.

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:
RVNZ, RVNZ Investments Limited, FKP Limited, Macquarie Capital International
Holdings Pty Limited, Macquarie Group Limited, Infratil and Guardians.

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:00242873 For:MET    Type:SSH        Time:2013-10-25 09:51:22