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

• Release Date: 28/11/13 14:41
• Summary: SSH: MET: SSH Notice - Goldman Sachs New Zealand Limited
• Price Sensitive: No
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					MET
28/11/2013 12:41
SSH

REL: 1241 HRS Metlifecare Limited

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

Form 3
Disclosure of ceasing to have substantial holding
Section 25, Securities Markets Act 1988

To: NZX Limited
And: Metlifecare Limited (MET)
Date this disclosure made: 28 November 2013
Date last disclosure made:  28 November 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 security holder(s) ceased to have substantial
holding: 28 November 2013

Summary of previous 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 last 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 current holding after ceasing to have substantial holding:
(a) total number held in class:  6,695,337
(b) total in class:  210,594,691
(c) total percentage held in class:  3.179%

Details of transactions and events giving rise to person ceasing to have
substantial holding
Details of the transactions or other events requiring disclosure under the
instructions to this form:
Pursuant to the Underwriting Agreement (as described in the substantial
shareholder notice of 25 October 2013), Goldman Sachs NZ agreed to offer to
procure investors to purchase, or itself purchase 79,393,043 previously
allotted Shares held by Retirement Villages New Zealand Limited (RVNZ) (the
RVNZ Shares) at a price of NZ$3.53 per Share, Goldman Sachs NZ entered into
Sub-Underwriting Letters to sell the RVNZ Shares with the following
purchasers:
o Infratil Limited (Infratil) in respect of 41,908,343 RVNZ Shares for total
consideration of NZ$147,936,450.79;
o Guardians of New Zealand Superannuation (as manager and administrator of
the New Zealand Superannuation Fund) (Guardians) in respect of 35,736,363
RVNZ Shares for total consideration of NZ$126,149,361.39;
o Och Ziff Capital Management in respect of 580,000 RVNZ Shares for total
consideration of NZ $2,047,400.00; and
o Argyle Street Management Limited in respect of 1,168,337 RVNZ Shares for
total consideration of NZ$4,124,229.61,
The sales and purchases of the RVNZ Shares pursuant to the Underwriting
Agreement and the Sub-Underwriting Letters were effected on 25 November 2013
by Goldman Sachs NZ reporting crossings on the market through the NZX Main
Board. Settlement of these sales and purchases was completed on 28 November
2013.
As a consequence, the aggregate holding of Goldman Sachs NZ, GSAPE, TTPE and
SMIC 90 decreased below 5% of the total ordinary shares on issue in MET on 28
September 2013 and therefore each of Goldman Sachs NZ, GSAPE, TTPE and SMIC
90 have ceased to have a substantial holding in the RVNZ Shares.

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

Declaration
I, Toby Sharpe, as solicitor to Goldman Sachs NZ, GSAPE, TTPE and SMIC 90,
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:00244437 For:MET    Type:SSH        Time:2013-11-28 12:41:38