SCL
22/03/2016 09:17
SSH
NOT PRICE SENSITIVE
REL: 0917 HRS Scales Corporation Limited
SSH: SCL: SSH Notice - China Resources Ng Fung 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: 21 March 2016
Date this disclosure made: 22 March 2016
Date last disclosure made: 15 March 2016
Substantial product holder giving disclosure
Full name: China Resources Ng Fung Limited ("China Resources")
Summary of substantial holding
Class of quoted voting products: Ordinary Shares in Scales Corporation
Limited (NZX: SCL).
Summary for China Resources
For this disclosure,--
(a) total number held in class: 21,500,000
(b) total in class: 139,779,006
(c) total percentage held in class: 15.381%
For last disclosure,--
(a) total number held in class: 21,500,000
(b) total in class: 139,779,006
(c) total percentage held in class: 15.381%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
As described in the substantial product holder notice filed by China
Resources on 15 March 2016, on 15 March 2016 China Resources agreed to
purchase 21,500,000 shares in Scales Corporation Limited from Direct Capital
Investments Limited for $2.60 per share ("Sale Agreement"). Instead of the
original settlement date of 21 March 2016, settlement is to occur on or
before 6 April 2016 to enable certain existing custodial entities that hold
shares to obtain an exemption under the Overseas Investment Act 2005. As a
consequence of the Sale Agreement, China Resources has obtained the power to
acquire, or to control the acquisition of, such shares in accordance with the
Sale Agreement.
Details after relevant event
Details for China Resources
Nature of relevant interest(s): Beneficial owner of 21,500,000 ordinary
shares.
For that relevant interest,--
(a) number held in class: 21,500,000
(b) percentage held in class: 15.381%
(c) current registered holder: Direct Capital Investments Limited
(d) registered holder once transfers are registered: China Resources or
its nominee
For a derivative relevant interest, also--
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative,
the nature of the relevant interest in the derivative: N/A
Additional information
Address of substantial product holder: 39/F China Resources Building, 26
Harbour Road, Wanchai, Hong Kong.
Contact details: China Resources
C/- Ian Beaumont
Russell McVeagh
Level 30
48 Shortland Street, Auckland
Phone number: 09 367 8000
Email: [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: 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), 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).
Certification
I, Wang Weiyong, 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:00279631 For:SCL Type:SSH Time:2016-03-22 09:17:33
