NZE
18/12/2012 16:14
SSH
REL: 1614 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: Change in nature of relevant interest
Date of relevant event: 18 December 2012
To: NZX
And: New Zealand Experience Limited
Date this disclosure made: 18 December 2012
Date last disclosure made: 17 December 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: 29,040,000
b total in class: 37,000,000
c total percentage held in class: 78.486%
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:
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 NZ$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 Management Inc (Garlow) accepted the Offer in
respect of all the shares in NZE that it holds, in accordance with a lock up
agreement between Garlow and Rangatira (the terms of which were disclosed to
NZX on 26 November 2012).
On 18 December 2012 Rangatira declared the Offer unconditional.
The consideration payable to Garlow on its acceptance of the Offer was paid
by Rangatira by electronic transfer on 18 December 2012.
Rangatira continues to have a relevant interest in the ordinary shares of NZE
held or controlled by Rodney Walshe Limited following an announcement made by
Rodney Walshe on 11 December 2012 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. That
announcement by Mr. Walshe was filed with NZX on 11 December 2012, and
Rangatira's relevant interest following that announcement was disclosed to
NZX on 13 December 2012.
Details of relevant interests in substantial holding after relevant event
Details for Rangatira Limited
Nature of relevant interest(s): As a result of Garlow's acceptance of the
Offer, the Offer having become unconditional and payment by Rangatira of the
relevant consideration, Rangatira's relevant interest arises by virtue of the
fact that Rangatira is the legal and beneficial owner of 27,700,000 ordinary
shares of NZE. 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
Nature of relevant interest(s): Rangatira continues to have a relevant
interest in the ordinary shares of NZE held or controlled by Rodney Walshe
Limited following an announcement made by Rodney Walshe on 11 December 2012
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. That announcement by Mr. Walshe was
filed with NZX on 11 December 2012, and Rangatira's relevant interest
following that announcement was disclosed to NZX on 13 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.
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: Change in nature of relevant interest
Date of relevant event: 18 December 2012
To: NZX
And: New Zealand Experience Limited
Date this disclosure made: 18 December 2012
Date last disclosure made: 17 December 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: 29,040,000
b total in class: 37,000,000
c total percentage held in class: 78.486%
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:
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 NZ$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 Management Inc (Garlow) accepted the Offer in
respect of all the shares in NZE that it holds, in accordance with a lock up
agreement between Garlow and Rangatira (the terms of which were disclosed to
NZX on 26 November 2012).
On 18 December 2012 Rangatira declared the Offer unconditional.
The consideration payable to Garlow on its acceptance of the Offer was paid
by Rangatira by electronic transfer on 18 December 2012.
Rangatira continues to have a relevant interest in the ordinary shares of NZE
held or controlled by Rodney Walshe Limited following an announcement made by
Rodney Walshe on 11 December 2012 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. That
announcement by Mr. Walshe was filed with NZX on 11 December 2012, and
Rangatira's relevant interest following that announcement was disclosed to
NZX on 13 December 2012.
Details of relevant interests in substantial holding after relevant event
Details for Rangatira Limited
Nature of relevant interest(s): As a result of Garlow's acceptance of the
Offer, the Offer having become unconditional and payment by Rangatira of the
relevant consideration, Rangatira's relevant interest arises by virtue of the
fact that Rangatira is the legal and beneficial owner of 27,700,000 ordinary
shares of NZE. 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
Nature of relevant interest(s): Rangatira continues to have a relevant
interest in the ordinary shares of NZE held or controlled by Rodney Walshe
Limited following an announcement made by Rodney Walshe on 11 December 2012
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. That announcement by Mr. Walshe was
filed with NZX on 11 December 2012, and Rangatira's relevant interest
following that announcement was disclosed to NZX on 13 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:00231296 For:NZE Type:SSH Time:2012-12-18 16:14:49
