MGL
03/12/2014 11:00
SSH
NOT PRICE SENSITIVE
REL: 1100 HRS Mercer Group Limited
SSH: MGL: SSH Notice - Rodger David Shepherd
DISCLOSURE OF MOVEMENT OF 1% OR MORE IN SUBSTANTIAL HOLDING OR CHANGE IN
NATURE OF RELEVANT INTEREST OR BOTH
(Sections 277 and 278, Financial Markets Conduct Act 2013)
To: NZX Limited
And: Mercer Group Limited (MGL)
Relevant event being disclosed: movement of 1% or more in a substantial
holding
Date of relevant event: 2 December 2014
Date this disclosure made: 2 December 2014
Date last disclosure made: 4 February 2014
Substantial security holder giving disclosure
Name(s): Rodger David Shepherd (Rodger)
Summary of substantial holding to which disclosure relates
Class of listed voting securities: ordinary shares in MGL
Summary for: Rodger
For this disclosure:
(a) total number held in class: 36,945,633
(b) total in class: 311,970,445
(c) total percentage held in class: 11.84%
For last disclosure:
(a) total number held in class: 30,571,047
(b) total in class: 294,321,394;
(c) total percentage held in class: 10.39%
Details of transaction and events giving rise to relevant event
Rodger has been issued ordinary shares in MGL as a result of:
(a) the exercise of 3,431,373 of his options pursuant to his Option Agreement
dated 17 October 2011 and upon his instruction, MGL issued 3,431,373 ordinary
shares to RD & TR Shepherd Limited on 2 December 2014. The ordinary shares
were issued for $0.085 per ordinary share, for total consideration payable to
the Company of $291,666.71; and
(b) the allotment of 2,943,213 ordinary shares, issued by MGL to RD & TR
Shepherd Limited pursuant to the terms of Rodger's employment agreement with
MGL.
Details after relevant event
Details for: Rodger
Nature of relevant interest: Legal and beneficial owner of 16,285,333
ordinary shares; beneficial owner of 7,285,714 ordinary shares held on trust
by Whitford Equity Investments Limited; controller of voting rights of
14,285,714 ordinary shares held by Whitford Equity Investments Limited; and
beneficial owner and controller of voting rights of 6,374,586 ordinary shares
held by RD & TR Shepherd Limited.
No relevant agreement document needs to be attached under Regulation 139,
Financial Markets Conduct Regulations 2014.
For that relevant interest:
(a) number held in class: 36,945,633
(b) percentage held in class: 11.84%
(c) current registered holder of securities: N/A
(d) registered holder of securities once transfers registered: Rodger David
Shepherd with respect to 16,285,333 ordinary shares, Whitford Equity
Investments Limited with respect to 14,285,714 ordinary shares, and RD & TR
Shepherd Limited with respect to 6,374,586 ordinary shares.
For a derivative relevant interest, also:
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the
nature of the relevant interest in the derivative: N/A
Additional information
Address of substantial security holder:
Rodger Shepherd
168 Potts Road
Howick
Auckland 2571
New Zealand
Contact details: Rodger Shepherd (09 837 7540 - [email protected])
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: none.
Disclosure has effect for purposes of directors' and senior managers'
disclosure
Rodger David Shepherd is also a director of MGL. This disclosure also
constitutes disclosure for the purposes of the directors' and senior
managers' disclosure obligations.
Declaration
I, Rodger David Shepherd, certify 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:00258450 For:MGL Type:SSH Time:2014-12-03 11:00:43
