Ann: SSH: MET: SSH Notice - Retirement Villages N

• Release Date: 25/10/13 12:03
• Summary: SSH: MET: SSH Notice - Retirement Villages New Zealand Limited
• Price Sensitive: No
• Download Document  8.57KB

					MET
25/10/2013 10:03
SSH

REL: 1003 HRS Metlifecare Limited

SSH: MET: SSH Notice - Retirement Villages New Zealand Limited

Securities Markets (Substantial Security Holders) Regulations 2007
FORM 2
(Sections 23 and 24, Securities Markets Act 1988)

DISCLOSURE OF MOVEMENT OF 1% OR MORE IN SUBSTANTIAL HOLDING OR CHANGE IN
NATURE OF RELEVANT INTEREST OR BOTH

Relevant event being disclosed: Change in nature of relevant interest
TO: NZX Limited
AND: Metlifecare Limited ("MET")
Date this disclosure made: 25 October 2013
Date last disclosure made: 12 July 2013

Substantial security holders giving disclosure
Name(s): Retirement Villages New Zealand Limited and RVNZ Investments Limited

Contact details:
Retirement Villages New Zealand Limited
c/- Graeme Quigley
Russell McVeagh
Level 30
48 Shortland Street
Auckland Tel: 09 367 8271
Email: [email protected]
Date of relevant event: 24 October 2013

Name(s): FKP Limited
Contact details:
Lisa Godfrey
Company Secretary FKP Limited
Direct line (0061) 2 9270 6189
Facsimile (0061) 2 9270 6199
Email: [email protected].
Date of relevant event 24 October 2013

Name(s): Macquarie Capital International Holdings Pty Limited and Macquarie
Group Limited
Contact details:
Vivien Yu
Senior Analyst
Macquarie Group Limited
Direct line (0061) 2 8232 5925 (ext 25925)
Facsimile (0061) 2 8232 4437
Email: [email protected]
Date of relevant event: 24 October 2013

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

Summary for: Retirement Villages New Zealand Limited
For this disclosure:
(a) total number held in class:   79,393,043
(b) total in class:   210,594,691
(c) total percentage held in class: 37.699%
For last disclosure:
(a) total number held in class:   79,393,043
(b) total in class:   210,462,408
(c) total percentage held in class: 37.723%

Summary for: RVNZ Investments Limited
For this disclosure:
(a) total number held in class:   79,393,043
(b) total in class:   210,594,691
(c) total percentage held in class: 37.699%
For last disclosure:
(a) total number held in class:   79,393,043
(b) total in class:   210,462,408
(c) total percentage held in class: 37.723%

Summary for: FKP Limited
For this disclosure:
(a) total number held in class:   79,393,043
(b) total in class:   210,594,691
(c) total percentage held in class: 37.699%
For last disclosure:
(a) total number held in class:   79,393,043
(b) total in class:   210,462,408
(c) total percentage held in class: 37.723%

Summary for: Macquarie Capital International Holdings Pty Limited
For this disclosure:
(a) total number held in class:   79,393,043
(b) total in class:   210,594,691
(c) total percentage held in class: 37.699%
For last disclosure:
(a) total number held in class:   79,393,043
(b) total in class:   210,462,408
(c) total percentage held in class: 37.723%

Summary for: Macquarie Group Limited
For this disclosure:
(a) total number held in class:   79,393,043
(b) total in class:   210,594,691
(c) total percentage held in class: 37.699%
For last disclosure:
(a) total number held in class:   79,393,043
(b) total in class:   210,462,408
(c) total percentage held in class: 37.723%

Details of transaction and events giving rise to relevant event

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 agrees to procure investors to purchase, or
itself purchase from RVNZ, the 79,393,043 previously allotted fully paid
ordinary shares in MET currently held by RVNZ at price of $3.53 per share (an
aggregate of $280,257,441.79).
The Agreement is conditional and certain conditions cannot be satisfied or
waived before 00.01am (NZT) on 24 November 2013. The Agreement can also be
terminated in certain circumstances.
A copy of the Agreement is attached to the substantial security holder notice
filed by GSNZ in relation to the transaction.

Details of relevant interests in substantial holding after relevant event
Details for: Retirement Villages New Zealand Limited
Nature of relevant interest(s): Registered holder and beneficial owner.
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: No change
(d) registered holder(s) of securities once transfers registered: No change
Relevant documentation: Relevant document is not required to be attached. The
relevant document is attached to the substantial security holder notice filed
by GSNZ on 25 October 2013 in relation to the transaction.

Details for: RVNZ Investments Limited
Nature of relevant interest(s):
Non-beneficial interest held in MET shares held by Retirement Villages New
Zealand Limited and arising under section 5B of the Securities Markets Act
1988.
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: No change
(d) registered holder(s) of securities once transfers registered: No change
Relevant documentation: Relevant document is not required to be attached. The
relevant document is attached to the substantial security holder notice filed
by GSNZ on 25 October 2013 in relation to the transaction.

Details for: FKP Limited
Nature of relevant interest(s):
Non-beneficial interest held in MET shares held by Retirement Villages New
Zealand Limited and arising under section 5B of the Securities Markets Act
1988.
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: No change
(d) registered holder(s) of securities once transfers registered: No change
Relevant documentation: Relevant document is not required to be attached. The
relevant document is attached to the substantial security holder notice filed
by GSNZ on 25 October 2013 in relation to the transaction.

Details for: Macquarie Capital International Limited
Nature of relevant interest(s):
Non-beneficial interest held in MET shares held by Retirement Villages New
Zealand Limited and arising under section 5B of the Securities Markets Act
1988.
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: No change
(d) registered holder(s) of securities once transfers registered: No change
Relevant documentation: Relevant document is not required to be attached. The
relevant document is attached to the substantial security holder notice filed
by GSNZ on 25 October 2013 in relation to the transaction.

Details for: Macquarie Group Limited
Nature of relevant interest(s):
Non-beneficial interest held in MET shares held by Retirement Villages New
Zealand Limited and arising under section 5B of the Securities Markets Act
1988. Relevant document attached to substantial security holder notice
submitted by GSNZ in relation to the transaction.
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: No change
(d) registered holder(s) of securities once transfers registered: No change
Relevant documentation: Relevant document is not required to be attached. The
relevant document is attached to the substantial security holder notice filed
by GSNZ on 25 October 2013 in relation to the transaction.

Additional information
Nature of connection between substantial security holders: RVNZ is the holder
of shares in MET.  RVNZIL is the ultimate holding company of RVNZ.  FKP and
MCIHPL have effective control over RVNZIL and therefore RVNZ and the shares
that RVNZ holds in MET.  MGL is the ultimate holding company of MCIHPL.
Address(es) of substantial security holder(s): Retirement Villages New
Zealand Limited, c/- Russell McVeagh, Level 30, Vero Centre, 48 Shortland
Street, Auckland, 1140, New Zealand.
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: Goldman Sachs New Zealand Limited; Infratil Limited;
Guardians of New Zealand Superannuation, as manager and administrator of the
New Zealand Superannuation Fund.

Declaration
I, Graeme Quigley, Solicitor to Retirement Villages New Zealand 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:00242879 For:MET    Type:SSH        Time:2013-10-25 10:03:57