SCL
26/02/2016 08:30
SSH
NOT PRICE SENSITIVE
REL: 0830 HRS Scales Corporation Limited
SSH: SCL: SPH Notice - Scales Corporation Limited
Disclosure of ceasing to have substantial holding
Section 279, Financial Markets Conduct Act 2013
To NZX Limited
and
To Scales Corporation Limited
Date this disclosure made: 26 February 2016
Date last disclosure made: 9 October 2014
Date on which substantial holding ceased: 26 February 2016
Substantial product holder(s) giving disclosure
Full name(s): Scales Corporation Limited
Summary of previous substantial holding
Class of quoted voting products: Ordinary shares (NZX: SCL)
Summary for Scales Corporation Limited
For last disclosure,--
(a) total number held in class: 31,584,302
(b) total in class: 139,779,006
(c) total percentage held in class: 22.596%
For current holding after ceasing to have substantial holding,--
(a) total number held in class: 0
(b) total in class: 139,779,006
(c) total percentage held in class: 0%
Details of transactions and events giving rise to ceasing of substantial
holding
Details of the transactions or other events requiring disclosure:
Each of Direct Capital Investments Limited (for itself and as custodian and
agent on behalf of DCIV-PII Delta Partnership (a partnership between Direct
Capital IV Limited Partnership and Pohutukawa Delta Limited), Direct Capital
IV Investments Limited, Hendry Nominees Limited, Direct Capital IV Delta
Limited Partnership, the Guardians of New Zealand Superannuation as manager
and administrator of the New Zealand Superannuation Fund (acting through
their nominee NZSF Private Equity Investments (No 1) Limited)), Andrew
Borland, Gina Dellabarca and Mark Bolton as trustees of the Borland
Dellabarca Family Trust, Stephen Brent Kennelly, James Edward Lee, David
Russell Dicks, Dorothea Patricia Clare Millen and Andrew Francis van Workum
as trustees of the Canaan Trust, Andrew Shane McDougall and Linda Rocca as
trustees of The McRocca Trust, Richard Geoffrey Hill, Peter Edward Drury,
Kevin Dixon Cahill, Stephen Peter David Foote, Kent Robert Ritchie, Graham
Klein, John Gerard Sainsbury and JP Morgan Chase Bank, N.A. (as custodian for
Accident Compensation Corporation) unconditionally and irrevocably undertook
to Scales Corporation Limited, NZX Limited and the Non-Interested Directors
(as defined in the Restricted Security Agreements filed on 25 July 2014 and 9
October 2014) not to sell, transfer, assign or otherwise dispose of the legal
or beneficial ownership of the shares in Scales Corporation Limited held by
them for the period from 25 July 2014 to the day after the date that Scales
Corporation Limited releases to NZX its financial results for the financial
year ending 31 December 2015 without the prior written approval of Scales
Corporation Limited, NZX Limited and the Non-Interested Directors.
The restricted period under the Restricted Security Agreements ended on 26
February 2016 and accordingly the shares referred to above are no longer
qualified by the undertakings in the Restricted Security Agreements.
Additional information
Address(es) of substantial product holder(s): 52 Cashel Street, Christchurch,
Central Christchurch, 8013
Contact details: Steve Kennelly
Tel: +64 3 371 2263
Email:[email protected]
Nature of connection between substantial product holders: not applicable
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: Direct
Capital Investments Limited, Direct Capital IV Management Limited, Direct
Capital IV GP Limited, DCIV-PII Delta Partnership (a partnership between
Direct Capital IV Limited Partnership and Pohutukawa Delta Limited),
Guardians of New Zealand Superannuation as manager and administrator of the
New Zealand Superannuation Fund (acting through their nominee NZSF Private
Equity Investments (No 1) Limited)
Certification
I, Steve Kennelly, 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.
End CA:00278346 For:SCL Type:SSH Time:2016-02-26 08:31:04
