RBD
12/12/2014 15:37
SSH
NOT PRICE SENSITIVE
REL: 1537 HRS Restaurant Brands New Zealand Limited
SSH: RBD: SSH Notice - Milford Asset Management Limited
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
Note: This form must be completed in accordance with the instructions at the
end of the form.
To: The New Zealand Stock Exchange
and
To: Restaurant Brands
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 02/12/2014
Date this disclosure made: 11/12/2014
Date last disclosure made:14/10/2014
Substantial product holder(s) giving disclosure
Full name(s): Milford Asset Management Limited
Summary of substantial holding
Class of quoted voting products: Ordinary Shares
Summary for Milford Asset Management Limited
For this disclosure,--
a) total number held in class: 13,545,623
(b) total in class: 97,871,090
(c) total percentage held in class: 13.84% (note, relevant interests held by
the manager as follows):
Milford Active Growth Wholesale Fund (2.67%), (Custodian - NNL Custodians),
Waikato Community Trust (0.28%), (Custodian - NNL Custodians),
Milford Income Wholesale Fund (3.08%), (Custodian - NNL Custodians),
NZ Equities Wholesale Fund (3.46%), (Custodian - NNL Custodians),
Private Portfolio Clients (0.07%), (Custodian - Investment Custodial Services
Limited),
New Zealand Superannuation Fund (3.02%), (Custodian - New Zealand
Superannuation Fund
Nominees Limited),
Mercer Trans-Tasman Shares Trust (1.26%), (Custodian - BNP Paribas Securities
Limited).
For last disclosure,--
(a) total number held in class: 14,903,285
(b) total in class: 97,871,090
(c) total percentage held in class: 15.23% (note, relevant interests held by
the manager as follows):
Milford Active Growth Wholesale Fund (2.87%), (Custodian - TEA Custodians),
Waikato Community Trust (0.30%), (Custodian - TEA Custodians),
Milford Income Wholesale Fund (3.18%), (Custodian - TEA Custodians),
NZ Equities Wholesale Fund (3.92%), (Custodian - TEA Custodians),
Private Portfolio Clients (0.08%), (Custodian - Investment Custodial Services
Limited),
New Zealand Superannuation Fund (3.44%), (Custodian - New Zealand
Superannuation Fund
Nominees Limited),
Mercer Trans-Tasman Shares Trust (1.44%), (Custodian - BNP Paribas Securities
Limited).
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: Milford Asset Management Limited undertook the
below on market transactions
BUY/ SELL UNITS VALUE DATE
Buy 29,960 104,065.16 17-Oct-14
Buy 28,425 104,307.41 5-Nov-14
Sell - 180,110 - 664,425.73 6-Nov-14
Buy 22,483 82,370.07 10-Nov-14
Sell - 200,000 - 735,865.76 11-Nov-14
Sell - 100,000 - 369,887.00 18-Nov-14
Sell - 958,420 - 3,583,292.78 2-Dec-14
Details after relevant event
Details for Milford Asset Management Limited
Nature of relevant interest(s):N/A
Additional information
Address(es) of substantial product holder(s): Milford Asset Management
Limited, Level 17, 41 Shortland Street, Auckland 1140, New Zealand.
Contact details: Mark Ryland, Risk and Compliance Manager, contact: (09) 921
4746
E-mail: [email protected]
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Financial Markets Conduct Act 2013 in
relation to the financial products to which this disclosure relates: N/A
Certification
I, Mark Ryland certify 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.
Instructions
General directions on how to use this form
To use this form,--
-replace the text in [square brackets] with the relevant information or with
"not applicable"; and
-type the information required (it must not be handwritten); and
-remove italicised instructions; and
-attach the relevant agreement documents required by regulation 139 (if any).
You need not set out the disclosure in the same format as this form, but the
format you use must--
-use a font and font size that are easily readable; and
-include the same headings and words as this form (other than the italicised
instructions); and
-present the information in the same order as in this form; and
-not be misleading in any way.
If you have a substantial holding in more than 1 class of quoted voting
products of a listed issuer, you must make a separate disclosure for each
substantial holding.
If you have a substantial holding in 1 class of quoted voting products of a
listed issuer and other relevant interests in less than 5% of another class,
you do not need to disclose the non-substantial holding.
Disclosure to the licensed market operator using this form must be sent (if
reasonably possible) by email in the electronic format required by the
operator for dissemination, or otherwise by email in another electronic
format, by another electronic method consented to by the operator, or (if
none of these is reasonably possible) by delivery.
Disclosure to the listed issuer using this form must be sent by email or
another electronic method consented to by the issuer or by delivery.
Specific instructions on disclosure required by form
The relevant event being disclosed is a movement of 1% or more in the
substantial holding or a change in the nature of any relevant interest in the
substantial holding, or both. Both types of relevant events may be disclosed
in 1 disclosure only if they relate to the same substantial holding.
The date of relevant event is the date of the relevant event for disclosure
in this form, and it may be relevant to subsequent disclosures for this
substantial holding.
The date last disclosure made is the date on which the last disclosure was
given to the licensed market operator and listed issuer for the same
substantial holding.
Substantial product holder(s) giving disclosure
You may give 1 disclosure for 2 or more substantial product holders if--
-they have a similar or related substantial holding in the same listed
issuer; and
-they are disclosing the same type of event disclosure; and
-they are associates under section 12(1) of the Financial Markets Conduct Act
2013 or connected in the ways set out in section 237(a) to (e) of that Act
(and this association or connection is set out in this form under the heading
"Additional information"); and
-it is clear which information relates to which substantial product holder(s)
in the disclosure, and the disclosure is not confusing in any other way as a
consequence.
Summary of substantial holding
Under this heading, state the name(s) of the substantial product holder(s) to
which the summary relates. Separate summaries should be given (repeated
within this form or attached to this form) for each substantial product
holder for whom the information differs.
For this disclosure, the total number held in class is the total number of
quoted voting products, in the class, in which the named substantial product
holder has a relevant interest at the time of the relevant event for this
disclosure.
For the last disclosure, the total number held in class is the total number
of quoted voting products, in the class, in which the named substantial
product holder had a relevant interest on the date of the relevant event for
that disclosure (see the date given for the relevant event in default form 1
or for the relevant event in default form 2, whichever form was used for the
last disclosure).
If the person has a relevant interest in a derivative where the underlying is
a quoted voting product of a listed issuer, the person is treated as having a
relevant interest in a number of those products that is calculated under
regulation 132. Accordingly, the total number held in class (for this
disclosure or the last disclosure or both, as the case may be) must include
this number of products.
For this disclosure, the total in class is the total number of quoted voting
products in the class that was most recently published in a document
published by the listed issuer and distributed to holders of that class, or
on the licensed market operator's Internet site (see section 283 of the
Financial Markets Conduct Act 2013), unless you know that number is not
correct.
For the last disclosure, the total in class is the total stated in the last
disclosure, unless you know that number was not correct.
The total percentage held in class is the total number held in class (for the
relevant disclosure) divided by the total in class (for the relevant
disclosure) multiplied by 100 (rounded to 3 decimal places).
Details of transactions and events giving rise to relevant event
Disclosure is required for the transactions or events as a result of which
(together or alone)--
-there was a movement of 1% or more in the substantial holding; or
-there was a change in nature of any relevant interest in the substantial
holding.
For each of those transactions or events, or for on market trades that may be
aggregated under these instructions, insert the following details as a
narrative or list, clearly indicating which relevant interest or interests
were affected and (if disclosure is given for more than 1 substantial product
holder) who was the substantial product holder:
-the date of the transaction or event (or the date of the beginning and end
of the period of aggregated on market trades):
-the nature of the transaction or event. This is the means by which the
relevant interest was acquired, disposed of, or changed in nature (for
example, "exercise of options", "entry into pre bid agreement"):
-the name of any other party or parties to the transaction or event (if known
and if not an on market trade):
-the consideration, expressed in New Zealand dollars, paid or received for
the acquisition, disposal, or change in nature of the relevant interest (or
the total consideration paid or received for aggregated on market trades).
If the consideration was not in cash, and cannot readily be converted into a
cash value, describe that consideration:
-the number of financial products to which the transaction or event related
(or the total number of financial products to which the aggregated on market
trades related).
On market trades may be aggregated for the purposes of this disclosure (but
acquisitions and dispositions must be separately aggregated).
An on market trade is an acquisition or a disposition of a quoted voting
product that is traded on, or reported through, the trading system operated
by the licensed market operator or a financial products market in a
jurisdiction set out in Schedule 15.
Details after relevant event
Under this heading, state the name(s) of the substantial product holder(s) to
which the details relate. Separate details should be given (repeated within
this form or attached to this form) for each substantial product holder for
whom the information differs.
The disclosure for nature of relevant interest requires you to describe, as
at the date of the relevant event, the nature of each relevant interest in
the substantial holding, and to--
-state that the relevant interest is "qualified" or "conditional" if there is
any qualification on the substantial product holder's relevant interest power
to exercise, or control the exercise of, a right to vote, acquire, or dispose
of any of the financial products in the substantial holding; and
-include the details of any trust, arrangement, agreement, or understanding
under which, or by virtue of which, the relevant interest or that
qualification arises (relevant agreement); and
-if there is a relevant agreement for a relevant interest or qualification,
attach to the disclosure the relevant agreement (if in writing) or (if the
relevant agreement is not in writing) a document setting out its material
terms (a relevant agreement document) unless--
-the relevant agreement document has been attached to a previous disclosure
and you state this fact and give the date of the previous event disclosure;
or
-the exemption for ownership relevant interests under regulation 141 applies;
or
-the investment management contract exemption under regulation 142 applies;
or
-the Financial Markets Authority has granted an exemption from regulation
139.
If you have more than 1 relevant interest in the substantial holding, you
must provide this information for each type of relevant interest (by
separately repeating it within this form, or attaching it to this form, for
each relevant interest for which the information differs) and clearly
indicate to which relevant interest the information relates.
The number held in class is the number of quoted voting products, in the
class, in which the named substantial product holder has the described
relevant interest.
If the person has a relevant interest in a derivative where the underlying is
a quoted voting product of a listed issuer, the person is treated as having a
relevant interest in a number of those products that is calculated under
regulation 132 (and, accordingly, the number held in class must include this
number of products).
The percentage held in class is the number held in class divided by the total
in class multiplied by 100 (rounded to 3 decimal places).
The current registered holder is the person who is the current registered
holder of the financial products to which the relevant interest relates. If
this person is not known, state "unknown". If there is no change since the
last disclosure, state "no change". If there are different registered
holders for different parcels of financial products, clearly indicate which
registered holder relates to which financial products.
The registered holder once transfers are registered is the person who will be
the registered holder once all transfers (if any) disclosed in the form are
registered. If this person is not known, state "unknown". If there is no
change since the last disclosure, state "no change". If there are different
registered holders for different parcels of financial products, clearly
indicate which registered holder relates to which financial products.
If the substantial product holder has a relevant interest in a derivative
where the underlying is a quoted voting product of a listed issuer, the
details of derivative requires the following details to be given:
-the notional value of the derivative (if any) (which is the face value or
the notional amount in respect of the derivative as at the date on which the
relevant agreement is entered into) or the notional number of underlying
financial products (if any):
-a statement as to whether the derivative is cash-settled or physically
settled:
-the maturity date of the derivative (if any):
-the expiry date of the derivative (if any):
-the prices specified in the terms of the derivative (if any) (eg, the strike
price of an option or the price at which a contract for difference was
acquired):
-any other details needed to understand how the amount of the consideration
payable under the derivative or the value of the derivative is affected by
the value of the underlying quoted voting products.
Additional information
The disclosure relating to the nature of connection between substantial
product holders is the justification for giving the disclosure for more than
1 holder (if 1 disclosure is made for 2 or more holders).
Certification
Under section 512 of the Financial Markets Conduct Act 2013, it is an offence
if a person makes, or authorises the making of, a materially false or
misleading statement in this form knowing it to be false or misleading.
End CA:00258865 For:RBD Type:SSH Time:2014-12-12 15:37:00
