SCL
15/03/2016 15:24
SSH
PRICE SENSITIVE
REL: 1524 HRS Scales Corporation Limited
SSH: SCL: SSH - Direct Capital Investments 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
To NZX Limited
and
To Scales Corporation Limited
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 15 March 2016
Date this disclosure made: 15 March 2016
Date last disclosure made: 26 February 2016
Substantial product holder(s) giving disclosure
Full name(s): (i) Direct Capital Investments Limited; (ii) Direct Capital IV
Management Limited and Direct Capital IV GP Limited (together, the Managers);
and (iii) DCIV-PII Delta Partnership (a partnership between Direct Capital IV
Limited Partnership and Pohutukawa Delta Limited), Direct Capital IV Delta
Limited Partnership, Direct Capital IV Investments Limited, Hendry Nominees
Limited and 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) (together, the
Co-Investors)
Summary of substantial holding
Class of quoted voting products: Ordinary shares (NZX: SCL)
Summary for Direct Capital Investments Limited, the Managers and the
Co-Investors (defined below)
For this disclosure,--
(a) total number held in class: 25,223,978
(b) total in class: 139,779,006
(c) total percentage held in class: 18.046%
For last disclosure,--
(a) total number held in class: 25,223,978
(b) total in class: 139,779,006
(c) total percentage held in class: 18.046%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
On 15 March 2016, Direct Capital Investments Limited agreed to sell
21,500,000 of its shares in Scales Corporation Limited to China Resources Ng
Fung Limited or its nominee for $2.60 per share (pursuant to a Sale
Agreement), with settlement to occur on or about 21 March 2016. As a
consequence of that agreement, Direct Capital Investments Limited has ceased
to have the power to dispose of, or to control the disposition of, such
shares other than in accordance with the Sale Agreement, and each of the
other relevant interests described in this form has also ceased to include
the power to dispose of, or to control the disposition of, such shares other
than in accordance with the Sale Agreement.
Details after relevant event
Details for Direct Capital Investments Limited
Nature of relevant interest(s): Registered holder of shares in Scales
Corporation Limited as custodian on behalf of the Co-Investors and in respect
of which Direct Capital Investments Limited has ceased to have the power to
dispose of, or to control the disposition of, such shares other than in
accordance with the Sale Agreement.
For that relevant interest,--
(a) number held in class: 21,500,000 shares
(b) percentage held in class: 15.381%
(c) current registered holder(s): Direct Capital Investments Limited
(d) registered holder(s) once transfers are registered: China Resources
Ng Fung Limited or its nominee
Nature of relevant interest(s): Registered holder of shares in Scales
Corporation Limited as custodian on behalf of the Co-Investors.
For that relevant interest,--
(a) number held in class: 3,723,978 shares
(b) percentage held in class: 2.664%
(c) current registered holder(s): Direct Capital Investments Limited
(d) registered holder(s) once transfers are registered: Not applicable
Details for the Managers
Nature of relevant interest(s): The Managers are responsible for managing
the shares in Scales Corporation Limited held by Direct Capital Investments
Limited on behalf of the Co-Investors and in respect of which the Managers
have ceased to have the power to dispose of, or to control the disposition
of, such shares other than in accordance with the Sale Agreement. The
relevant interests of the Managers arising under the relevant investment
management contracts arise only from the powers of investment contained in
those investment management contracts, which need not be attached.
For that relevant interest,--
(a) number held in class: 21,500,000 shares
(b) percentage held in class: 15.381%
(c) current registered holder(s): Direct Capital Investments Limited
(d) registered holder(s) once transfers registered: China Resources Ng
Fung Limited or its nominee
Nature of relevant interest(s): The Managers are responsible for managing
the shares in Scales Corporation Limited held by Direct Capital Investments
Limited on behalf of the Co-Investors. The relevant interests of the
Managers arising under the relevant investment management contracts arise
only from the powers of investment contained in those investment management
contracts, which need not be attached.
For that relevant interest,--
(a) number held in class: 3,723,978 shares
(b) percentage held in class: 2.664%
(c) current registered holder(s): Direct Capital Investments Limited
(d) registered holder(s) once transfers registered: Not applicable
Details for the Co-Investors
Nature of relevant interest(s): Beneficial owners of shares in Scales
Corporation Limited that are held by Direct Capital Investments Limited
excluding the power to dispose of, or to control the disposition of, such
shares other than in accordance with the Sale Agreement. The Co-Investors
have various written or unwritten arrangements or understandings in place
under which, among other things, they have co-invested in Scales Corporation
Limited. Accordingly, each of the Co-Investors has the relevant interests in
the shares that the other Co-Investors have. The relevant interests of the
Co-Investors arise under the relevant agreements that were filed on 25 July
2014 or are described above.
For that relevant interest,--
(a) number held in class: 21,500,000 shares
(b) percentage held in class: 15.381%
(c) current registered holder(s): Direct Capital Investments Limited
(d) registered holder(s) once transfers registered: China Resources Ng
Fung Limited or its nominee
Nature of relevant interest(s): Beneficial owners of shares in Scales
Corporation Limited that are held by Direct Capital Investments Limited. The
Co-Investors have various written or unwritten arrangements or understandings
in place under which, among other things, they have co-invested in Scales
Corporation Limited. Accordingly, each of the Co-Investors has the relevant
interests in the shares that the other Co-Investors have. The relevant
interests of the Co-Investors arise under the relevant agreements that were
filed on 25 July 2014 or are described above.
For that relevant interest,--
(a) number held in class: 3,723,978 shares
(b) percentage held in class: 2.664%
(c) current registered holder(s): Direct Capital Investments Limited
(d) registered holder(s) once transfers registered: Not applicable
Additional information
Address(es) of substantial product holder(s):
For Direct Capital Investments Limited, the Managers and the Co-Investors
(other than 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)):
Level 6, 2 Kitchener Street
Auckland 1010
New Zealand
For 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):
Level 12, Zurich House, 21 Queen Street
Auckland 1010
New Zealand
Nature of connection between substantial product holders: Direct Capital
Investments Limited holds shares in Scales Corporation Limited as custodian
on behalf of the Co-Investors. The Managers are responsible for managing the
shares held by Direct Capital Investments Limited on behalf of the
Co-Investors.
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:
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) and China Resources Ng Fung Limited or its
nominee
Certification
I, Mark Hutton, 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:00279302 For:SCL Type:SSH Time:2016-03-15 15:24:30
