NZR
05/03/2012 10:10
SSH
REL: 1010 HRS The New Zealand Refining Company Limited
SSH: NZR: SSH - Estate of George Ryerson Gardiner
FORM TWO - 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: 5 March 2012
To NZX Limited
And The New Zealand Refining Company Limited ("NZR")
Date this disclosure made: 5 March 2012
Date last disclosure made: 31 July 2009
Substantial security holder(s) giving disclosure
Name(s): H Anthony Arrell and Arthur Richard Andrew Scace as the executors
and trustees of the Estate of George Ryerson Gardiner (the "Trustees")
Contact details: C/- Nathanael Starrenburg, (09) 921 4300,
[email protected]
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares
Summary for H Anthony Arrell and Arthur Richard Andrew Scace:
For this disclosure, -
(a) total number held in class: 22,738,342
(b) total in class: 280,000,000
(c) total percentage held in class: 8.121%
For last disclosure, -
(a) total number held in class: 31,490,000
(b) total in class: 240,000,000
(c) total percentage held in class: 13.121%
Note: The Trustees understand that the number of shares in NZR increased from
240,000,000 to 280,000,000 in November 2009 pursuant to a pro-rata taxable
bonus issue to all shareholders. As a consequence of this bonus issue, the
Estate's relevant interest in NZR shares increased by 5,248,334 shares.
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:
Distribution of beneficial ownership
The Trustees have today distributed a total of 13,999,992 NZR shares
("Relevant Shares") to the beneficiaries of the Estate of George Ryerson
Gardiner ("Beneficiaries"), by way of the following distributions of
beneficial ownership:
o 1,749,999 shares distributed (beneficial ownership disposed of) to
Kristin Blakely-Kozman for $nil.
o 1,749,999 shares distributed (beneficial ownership disposed of) to
Lindsay Blakely for $nil.
o 1,749,999 shares distributed (beneficial ownership disposed of) to
Mark Gardiner for $nil.
o 1,749,999 shares distributed (beneficial ownership disposed of) to
Rebecca Vandepeer for $nil.
o 1,749,999 shares distributed (beneficial ownership disposed of) to
Scott Gardiner for $nil.
o 1,749,999 shares distributed (beneficial ownership disposed of) to
Carolyn Blakely for $nil.
o 1,749,999 shares distributed (beneficial ownership disposed of) to
Samuel Broadbent for $nil.
o 1,749,999 shares distributed (beneficial ownership disposed of) to
Matthew Broadbent for $nil.
Details of relevant interests in substantial holding after relevant event
Details for H Anthony Arrell and Arthur Richard Andrew Scace
Nature of relevant interest(s): Beneficial owner of securities as trustees of
the estate of George Ryerson Gardiner.
For that relevant interest, -
(a) number held in class: 22,738,342
(b) percentage held in class: 8.121%
(c) current registered holder(s) of securities: Garlow Management, Inc
(d) registered holder(s) of securities once transfers registered: Garlow
Management, Inc. (which, in connection with the distributions, was appointed
to hold legal title to each Beneficiary's Relevant Shares as bare trustee for
that Beneficiary)
Additional information
Nature of connection between substantial security holders: N/A
Address(es) of substantial security holder(s): H. Anthony Arrell and Arthur
Richard Andrew Scace, c/o Garlow Management Inc, Standard Life Centre, PO Box
35, 121 King Street West, 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: N/A
Declaration
We, H. Anthony Arrell and Arthur Richard Andrew Scace, declare that, to the
best of our knowledge and belief, the information contained in this
disclosure is correct and that we are duly authorised to make this disclosure
by all persons for whom it is made.
End CA:00220348 For:NZR Type:SSH Time:2012-03-05 10:10:56
