NZE
18/12/2012 10:09
SSH
REL: 1009 HRS New Zealand Experience Limited
SSH: NZE: SSH Notice in relation to NZE
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 change in the nature of a relevant
interest in a substantial holding
Date of relevant event: 17 December 2012
To NZX Limited
And New Zealand Experience Limited
Date this disclosure made: 18 December 2012
Date last disclosure made: 26 November 2012
Substantial security holder(s) giving disclosure
Names: Garlow Management Inc. (Ontario Corporation Number 723732)
and H Anthony Arrell and Arthur Richard Andrew Scace (as the executors and
trustees of the Estate of George Ryerson Gardiner)
Contact details: Michael Drumm
Mayne Wetherell
(09) 921 6000
[email protected]
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares (NZE)
Summary for Garlow Management Inc (Garlow)
For this disclosure:
(a) total number held in class: 27,700,000
(b) total in class: 37,000,000
(c) total percentage held in class: 74.865%
For last disclosure:
(a) total number held in class: 27,700,000
(b) total in class: 37,000,000
(c) total percentage held in class: 74.865%
Details of transactions and events giving rise to relevant event
On 17 December 2012 Rangatira Limited (Rangatira) made a full takeover offer
to purchase all of the shares of New Zealand Experience Limited (NZE) for
consideration of $0.36 per share, under the Takeovers Code (Offer). A copy
of the Offer document dated 17 December 2012, which sets out the terms and
conditions of the Offer, was disclosed to NZX on 17 December 2012.
On 17 December 2012 Garlow accepted the Offer in respect of all the shares in
NZE that it holds, in accordance with a lock up agreement (Lock-up Agreement)
between Garlow and Rangatira (the terms of which were disclosed to NZX on 26
November 2012).
Details of relevant interests in substantial holding after relevant event
Details for Garlow Management Inc.
Nature of relevant interest(s): As result of Garlow's acceptance of the
Offer, Garlow's relevant interest in the 27,700,000 ordinary shares in NZE
held or controlled by Garlow is qualified in that Rangatira will, conditional
on the Offer becoming unconditional in all respects and payment of the
relevant consideration, become the legal and beneficial owner of those
shares. A copy of the Offer document dated 17 December 2012, which sets out
the terms and conditions of the Offer, was disclosed to NZX on 17 December
2012.
For that relevant interest:
(a) number held in class: 27,700,000
(b) percentage held in class: 74.865%
(c) current registered holder(s) of securities: Garlow Management Inc.
(d) registered holder(s) of securities once transfers registered:
Rangatira Limited
Additional information
Nature of connection between substantial security holders: H Anthony Arrell
and Arthur Richard Andrew Scace are the executors and trustees of the Estate
of George Ryerson Gardiner and as such are the direct beneficial owners of
the NZE shares held by Garlow.
Address of substantial security holder(s): Standard Life Centre, 121
King Street Suite 1770 Toronto Ontario M5h 3t9 Canada
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: Rangatira Limited.
Declaration
I, Michael Drumm (as solicitor for the executors and trustees of the Estate
of George Ryerson Gardiner), 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:00231272 For:NZE Type:SSH Time:2012-12-18 10:09:02
