Ann: SSH: MET: SSH Notice - Retirement Benefits Fund Board

• Release Date: 06/10/14 11:13
• Summary: SSH: MET: SSH Notice - Retirement Benefits Fund Board
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					MET
06/10/2014 11:13
SSH

REL: 1113 HRS Metlifecare Limited

SSH: MET: SSH Notice - Retirement Benefits Fund Board

Securities Markets (Substantial Security Holders) Regulations 2007
FORM 3
(Section 25, Securities Markets Act 1988)
DISCLOSURE OF CEASING TO HAVE SUBSTANTIAL HOLDING

TO: NZX Limited
AND: Metlifecare Limited ("MET")
Date this disclosure made: 6 October 2014
Date last disclosure made: 1 November 2007

Substantial security holders giving disclosure
Name(s): Retirement Benefits Fund Board
Contact details:
Retirement Benefits Fund Board
c/- Graeme Quigley
Russell McVeagh
Level 30
48 Shortland Street
Auckland

Tel: 09 367 8271
Email: [email protected]
Date on which substantial security holders 28 November 2013
ceased to have substantial holding:

Summary of previous substantial holding to which disclosure relates
Class of listed voting securities: Ordinary Shares

Summary for: Retirement Benefits Fund Board
For last disclosure:
(a) total number held in class: 71,687,111
(b) total in class:  87,448,541
(c) total percentage held in class: 7.200%
For current holding after ceasing to have substantial holding:
(a) total number held in class: 0
(b) total in class:  211,107,094
(c) total percentage held in class: 0%

Details of transaction 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:   On 24 October 2013, Retirement Villages New
Zealand Limited ("RVNZ") entered into a conditional agreement ("Agreement")
with Goldman Sachs New Zealand Limited ("GSNZ") under which GSNZ agreed to
procure investors to purchase, or itself purchase from RVNZ, the 79,393,043
previously allotted fully paid ordinary shares in MET held by RVNZ (the
"Shares") at a price of $3.53 per share ($280,257,441.79 in aggregate).  On
28 November 2013, RVNZ settled the sale of the Shares in accordance with the
Agreement ("Sale").
There is some doubt about whether, prior to the Sale, Retirement Benefits
Fund Board was required to file a notice in respect of its indirect interest
in the Shares. This notice is given solely for the purpose of clarifying
that, following the Sale, RBFB is not a substantial security holder in MET.

Additional information

Nature of connection between substantial security holders: Retirement
Benefits Fund Board is a shareholder in RVNZ Investments Limited, the company
that was at the time the ultimate holding company of RVNZ (and with which
RVNZ has since amalgamated).
Address of substantial security holders:
Retirement Benefits Fund Board, c/- Graeme Quigley, Russell McVeagh, Level
30,
48 Shortland Street, Auckland
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 - all relevant notices were filed in November 2013.

Declaration

I, Graeme Quigley, Solicitor to RVNZ Investments Limited, 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:00256115 For:MET    Type:SSH        Time:2014-10-06 11:13:09