MOA
28/08/2014 08:46
SSH
REL: 0846 HRS Moa Group Limited
SSH: MOA: SSH Notice - The Business Bakery LP
DISCLOSURE OF MOVEMENT IN SUBSTANTIAL HOLDING AND CHANGE IN NATURE OF
RELEVANT INTEREST
Sections 23 and 24, Securities Markets Act 1988
Relevant event being disclosed: Movement in substantial holding and change
in nature of relevant interest
Date of relevant event: 27 August 2014
To: NZX Limited
And: Moa Group Limited
Date this disclosure made: 27 August 2014
Date last disclosure made: 14 November 2012
Substantial security holder(s) giving disclosure
Name(s): The Business Bakery LP
Contact details: Stephen Sinclair, Level 1, 116-118 Quay Street, Auckland
Central, Auckland 1010, New Zealand, phone: (09) 367 9495, email:
[email protected]
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary Shares
Summary for: The Business Bakery LP
For this disclosure,--
(a) total number held in class: 10,900,000
(b) total in class: 47,700,883
(c) total percentage held in class: 22.851%
For last disclosure,--
(a) total number held in class: 6,894,039
(b) total in class: 30,096,549
(c) total percentage held in class: 22.906%
Summary for: Moa Investments (2014) Limited
For this disclosure,--
(a) total number held in class: 3,477,399
(b) total in class: 47,700,883
(c) total percentage held in class: 7.290%
For last disclosure ,--
(a) total number held in class: N/A
(b) total in class: N/A
(c) total percentage held in class: N/A
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure under the
instructions to this form:
1. Date: 27 August 2013.
Nature of Interest: Registered holder and beneficial owner.
Nature of the transaction: Purchase of ordinary shares on-market.
Consideration: $37,500.
Number of securities: 50,000 ordinary shares.
2. Date: 27 August 2014.
Nature of Interest: Registered holder and beneficial owner.
Nature of the transaction: Reclassification of unlisted non-voting shares
into quoted ordinary shares.
Consideration: Nil.
Number of securities: 10,760 ordinary shares.
3. Date: 27 August 2014.
Nature of Interest: Registered holder and beneficial owner.
Nature of the transaction: Subscription for ordinary shares issued in lieu of
director's fees.
Consideration: $15,000.
Number of securities: 34,205 ordinary shares.
4. Date: 27 August 2014.
Nature of Interest: Registered holder and beneficial owner.
Nature of the transaction: Subscription for ordinary shares by The Business
Bakery LP issued pursuant to renounceable share rights issue.
Consideration: $1,290,628.68
Number of securities: 3,910,996 ordinary shares.
5. Date: 27 August 2014.
Nature of Interest: Deemed relevant interest in shares in Moa Group Limited
transferred to The Business Bakery LP's wholly-owned subsidiary Moa
Investments (2014) Limited.
Nature of the transaction: Transfer of shares to wholly-owned subsidiary
resulting in change in nature of relevant interest (from registered holder
and beneficial owner to a deemed relevant interest in shares held by its
subsidiary).
Consideration: $1,147,541.67.
Number of securities: 3,477,399 ordinary shares.
Details of relevant interests in substantial holding after relevant event
Details for: The Business Bakery LP
Nature of relevant interest(s): registered holder and beneficial owner
The relevant interest in respect of 6,894,039 of the ordinary shares held by
The Business Bakery LP was previously qualified by the terms of the
Restricted Security Agreement dated 5 November 2012, which expired following
the release of Moa Group Limited's preliminary results for the year ending 31
March 2014.
For that relevant interest,--
(a) number held in class: 7,422,601
(b) percentage held in class: 15.561%
(c) current registered holder(s) of securities: The Business Bakery LP
(d) registered holder(s) of securities once transfers registered: N/A
Nature of relevant interest(s): Deemed relevant interest in shares in Moa
Group Limited transferred to The Business Bakery LP's wholly-owned subsidiary
Moa Investments (2014) Limited.
The relevant interest in ordinary shares held by Moa Investments (2014)
Limited is qualified by the terms of the call option deed dated in August
2014 (a copy of which is attached to this notice).
For that relevant interest,--
(a) number held in class: 3,477,399
(b) percentage held in class: 7.290%
(c) current registered holder(s) of securities: Moa Investments (2014)
Limited
(d) registered holder(s) of securities once transfers registered: N/A
Details for: Moa Investments (2014) Limited
Nature of relevant interest(s): registered holder and beneficial owner
The relevant interest in ordinary shares held by Moa Investments (2014)
Limited is qualified by the terms of the call option deed dated in August
2014 (referred to above).
For that relevant interest,--
(a) number held in class: 3,477,399
(b) percentage held in class: 7.290%
(c) current registered holder(s) of securities: Moa Investments (2014)
Limited
(d) registered holder(s) of securities once transfers registered: N/A
Additional information
Nature of connection between substantial security holders: N/A.
Address(es) of substantial security holder(s): Level 1, 116-118 Quay Street,
Auckland Central, Auckland 1010, 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: N/A
Geoff Ross and Grant Baker are also directors of Moa Group Limited, and
directors of the general partner of The Business Bakery LP. This substantial
security holder disclosure notice also constitutes disclosure for each of
them under the directors and officer disclosure requirements.
Declaration
I, Stephen Sinclair, 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:00254511 For:MOA Type:SSH Time:2014-08-28 08:46:37
