Ann: SSH: MRP: SSH Notice - (The Crown)

• Release Date: 15/05/13 13:41
• Summary: SSH: MRP: SSH Notice - (The Crown)
• Price Sensitive: No
• Download Document  6.52KB

					

MRP
15/05/2013 11:41
SSH

REL: 1141 HRS Mighty River Power Limited (NS)

SSH: MRP: SSH Notice - (The Crown)

Disclosure of movement of 1% or more in substantial holding or change in
nature of relevant interest or both
Sections 23 and 24, Securities Markets Act 1988

Relevant event being disclosed:  A movement of 1% or more in the Crown's
substantial holding and a change in the nature of the Crown's relevant
interest.
Date of relevant events:  14 May 2013
To:  NZX Limited
And:  Mighty River Power Limited (MRP)
Date this disclosure made:  15 May 2013
Date last disclosure made:  10 May 2013

Substantial security holder(s) giving disclosure

Name(s): Her Majesty the Queen in Right of New Zealand (the Crown)
Contact name: C/- The Treasury (Attn: Chris White)
Contact number: +64 4 472 2733
Email: [email protected]

Summary of substantial holding to which disclosure relates

Class of listed voting securities: Ordinary shares in MRP (Shares)
Summary for the Crown

For this disclosure,--

(a) total number held in class: 739,122,254
(b) total in class: 1,400,000,094
(c) total percentage held in class: 52.79%

For last disclosure,--

(a) total number held in class: 1,400,000,094
(b) total in class: 1,400,000,094
(c) total percentage held in class: 100%

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) On 14 May 2013, the Crown allotted 675,031,404 Shares to successful
applicants under the offer (the Offer) made by the Crown pursuant to an
investment statement and prospectus dated 5 April 2013, as amended on 22
April 2013 (the Offer Document) for consideration of $2.50 per Share, leaving
the Crown with a residual holding of 724,968,690 Shares (being 51.78%).
(2) On 14 May 2013, the Crown allotted in aggregate 12,800,954 Shares
under the Offer to the various managers of the New Zealand Superannuation
Fund (NZ Super), and those managers have, between them, subsequently acquired
a further 1,024,610 Shares on-market.
(3) On 14 May 2013, the Crown allotted Shares under the Offer to Public
Trust Class 50 Nominees Limited on behalf of the Public Trust (88,000 Shares)
and the trustees of the Rangit?ne O Wairau Settlement Trust (240,000 Shares),
in both cases pursuant to the Participating Iwi Offer (as defined in the
Offer Document).

Details of relevant interests in substantial holding after relevant events

Details for the Crown
Nature of relevant interest(s):  Registered holder and beneficial owner of
Shares.  The Crown's relevant interest is subject to the qualification that
the Crown has undertaken not to offer for sale, or accept offers for, its
residual holding of Shares during the period from 14 May 2013 to the
expiration of 180 days after that date without the prior written consent of
each of First NZ Capital Securities Limited and Credit Suisse (Australia)
Limited (First NZ/Credit Suisse), Goldman Sachs New Zealand Limited (Goldman
Sachs) and Macquarie Securities (NZ) Limited (Macquarie) (First NZ/Credit
Suisse, Goldman Sachs and Macquarie are referred to together as the Joint
Lead Managers) (such consent not to be unreasonably withheld) pursuant to the
Offer Management Agreement dated 4 April 2013 (the Offer Management
Agreement) between the Crown, MRP and the Joint Lead Managers. A copy of the
Offer Management Agreement is attached to this notice (98 pages).  Further,
pursuant to the Public Finance Act 1989 the Crown must hold at least 51% of
the Shares on issue.

For that relevant interest,--

(a) number held in class: 724,968,690
(b) percentage held in class: 51.78%
(c) current registered holder(s) of securities: Her Majesty the Queen in
Right of New Zealand acting by and through Her Minister of Finance and
Minster for State Owned Enterprises
(d) registered holder(s) of securities once transfers registered: N/A

Nature of relevant interest(s):  Beneficial owner by virtue of the fact that
the New Zealand Superannuation Fund is the property of the Crown pursuant to
the New Zealand Superannuation and Retirement Income Act 2001.

For that relevant interest,--

(a) number held in class: 13,825,564
(b) percentage held in class: 0.99%
(c) current registered holder(s) of securities: New Zealand
Superannuation Fund Nominees Limited
(d) registered holder(s) of securities once transfers registered: N/A

Nature of relevant interest(s):  Beneficial owner of Shares held by Public
Trust on trust for the Crown and certain iwi that participated in the
Participating Iwi Offer (as defined in the Offer Document), pursuant to a
deed of trust between the Crown and the Public Trust.

For that relevant interest,--

(a) number held in class: 88,000
(b) percentage held in class: 0.01%
(c) current registered holder(s) of securities: Public Trust Class 50
Nominees Limited
(d) registered holder(s) of securities once transfers registered: N/A

Nature of relevant interest(s):  The Crown has a relevant interest in shares
held by the Rangit?ne O Wairau Settlement Trust by virtue of a Deed of
Embargo between the Rangit?ne O Wairau Settlement Trust and the Crown dated 8
May 2013 (the Deed of Embargo) pursuant to which the Crown can prevent the
Rangit?ne O Wairau Settlement Trust from disposing of Shares held by it until
the earlier of (a) the date that is two years from 14 May 2013; and (b) the
date on which an Agreement in Principle (or equivalent) settling Rangit?ne O
Wairau's historical Treaty of Waitangi claims against the Crown has been
signed by the Crown and Rangit?ne O Wairau.  A copy
of the Deed of Embargo is attached to this notice (9 pages).

For that relevant interest,--

(a) number held in class: 240,000
(b) percentage held in class: 0.02%
(c) current registered holder(s) of securities: Judith MacDonald, Jeffrey
Hynes and Richard Andrell (in their capacities as trustees of the Rangit?ne O
Wairau Settlement Trust)
(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): C/- The Treasury (Attn: Chris
White), PO Box 3724, Wellington 6140
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

Declaration

I, Chris White, 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:00236251 For:MRP    Type:SSH        Time:2013-05-15 11:41:50