NZE
13/12/2012 08:35
SSH
REL: 0835 HRS New Zealand Experience Limited
SSH: NZE: SSH Notice - (Rangatira Limited)
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: Movement of 1% or more in substantial
holding
Date of relevant event: 11 December 2012
To: NZX
And: New Zealand Experience Limited
Date this disclosure made: 13 December 2012
Date last disclosure made: 26 November 2012
Substantial security holder giving disclosure
Name: Rangatira Limited
Contact details: Chris Bradshaw
[email protected]
04 471 6142
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares
Summary for Rangatira Limited
For this disclosure, -
a total number held in class: 29,040,000
b total in class: 37,000,000
c total percentage held in class: 78.486%
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
Details of the transactions or other events requiring disclosure under the
instructions to this form:
Rangatira Limited entered into a lock up agreement with Garlow Management Inc
(Garlow), the terms of which were agreed on 24 November 2012. Under that
lock up agreement, Rangatira Limited has agreed to make a full takeover offer
(Offer) to purchase all of the shares of New Zealand Experience Limited (NZE)
and Garlow has agreed to accept that Offer in respect of its holding of
27,700,000 ordinary shares in NZE, at a price of $0.36 per ordinary share. A
copy of the terms of that lock up agreement was attached to the substantial
security holder notice filed by Rangatira Limited on 26 November 2012.
On 11 December 2012 Rodney Walshe, a director of NZE, announced that he
intends that Rodney Walshe Limited (through which Mr. Walshe holds his NZE
shares and in respect of which he is the sole director) accept the Offer for
all of its shares in NZE. This disclosure relates to that announced
intention. No actual disposal of NZE shares by Rodney Walshe Limited has
occurred.
Details of relevant interests in substantial holding after relevant event
Details for Rangatira Limited
Nature of relevant interest(s): Rangatira Limited continues to have the
power to acquire securities in NZE held or controlled by Garlow under a lock
up agreement between Rangatira Limited and Garlow, the terms of which were
agreed on 24 November 2012. That lock up agreement is subject to certain
conditions, as set out in the schedule to the terms of the lock up agreement.
A copy of the terms of the lock up agreement was attached to the substantial
security holder notice filed by Rangatira Limited on 26 November 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
Nature of relevant interest(s): Rangatira Limited has acquired an implied,
non-legally enforceable power to control the disposal of NZE shares by Rodney
Walshe Limited following an announcement made by Rodney Walshe on 11 December
2012 that Mr. Walshe, a director of NZE, intends that Rodney Walshe Limited
(through which Mr. Walshe holds his NZE shares and in respect of which he is
the sole director) accept the Offer for all of its shares in NZE. The
relevant document was attached to the announcement filed by NZE on 11
December 2012.
For that relevant interest, -
a number held in class: 1,340,000
b percentage held in class: 3.622%
c current registered holder(s) of securities: Rodney Walshe Limited
d registered holder(s) of securities once transfers registered:
Rangatira Limited
Additional information
Nature of connection between substantial security holders: Not
applicable
Address(es) of substantial security holder(s): Rangatira Limited
Level 10
70 The Terrace
Wellington
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: Garlow Management Inc and Rodney Walshe.
Declaration
I, Chris Bradshaw, 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:00231051 For:NZE Type:SSH Time:2012-12-13 08:35:17
