SCL
25/07/2014 11:22
SSH
REL: 1122 HRS Scales Corporation Limited
SSH: SCL: SSH Notice - Direct Capital Investments Limited
DISCLOSURE OF BEGINNING TO HAVE SUBSTANTIAL HOLDING
Section 22, Securities Markets Act 1988
To: NZX Limited
And: Scales Corporation Limited
Date this disclosure made: 25 July 2014
Substantial security holder(s) giving disclosure
Name(s): 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)
Contact details: Mark Hutton
Tel: +64 9 307 2562
Email: [email protected]
Date on which substantial security holder(s) began to have substantial
holding: 25 July 2014
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares
Summary for Direct Capital Investments Limited
For this disclosure,--
(a) total number held in class: 27,955,801
(b) total in class: 139,779,006
(c) total percentage held in class: 20.000%
Summary for Direct Capital IV Management Limited and Direct Capital IV GP
Limited
For this disclosure,--
(a) total number held in class: 25,223,977
(b) total in class: 139,779,006
(c) total percentage held in class: 18.046%
Summary for 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)
For this disclosure,--
(a) total number held in class: 25,223,977
(b) total in class: 139,779,006
(c) total percentage held in class: 18.046%
Details of relevant interests currently in substantial holding
Details for Direct Capital Investments Limited
Nature of relevant interest(s): Registered holder of shares in Scales
Corporation Limited as custodian, including as custodian on behalf of the
Co-Investors. Direct Capital Investments Limited's relevant interest is
qualified by the terms of the Restricted Security Agreement dated 19 June
2014 (the Restricted Security Agreement) (6 pages attached).
For that relevant interest,--
(a) number held in class: 27,955,801
(b) percentage held in class: 20.000%
(c) current registered holder(s) of securities: Direct Capital
Investments Limited
(d) registered holder(s) of securities once transfers registered: not
applicable
Details for Direct Capital IV Management Limited and Direct Capital IV GP
Limited
Nature of relevant interest(s): Direct Capital IV Management Limited and
Direct Capital IV GP Limited 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 Direct Capital IV
Management Limited and Direct Capital IV GP Limited 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. The relevant interests of Direct Capital IV Management Limited
and Direct Capital IV GP Limited are qualified by the terms of the Restricted
Security Agreement (attached).
For that relevant interest,--
(a) number held in class: 25,223,977
(b) percentage held in class: 18.046%
(c) current registered holder(s) of securities: Direct Capital
Investments Limited
(d) registered holder(s) of securities 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. 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 and will co-divest such investment in proportion to each
Co-Investor's shareholding. 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 are attached (52 pages attached) or are described above. The relevant
interests of the Co-Investors are qualified by the terms of the Restricted
Security Agreement (attached).
For that relevant interest,--
(a) number held in class: 25,223,977
(b) percentage held in class: 18.046%
(c) current registered holder(s) of securities: Direct Capital
Investments Limited
(d) registered holder(s) of securities once transfers registered: not
applicable
Details of transactions and events giving rise to person beginning to have
substantial holding
Details of the transactions or other events requiring disclosure under the
instructions to this form:
As holders of relevant interests in relation to shares in Scales Corporation
Limited, each of the entities for whom a relevant interest is disclosed
herein became a substantial security holder upon the shares in Scales
Corporation Limited being quoted on the NZX Main Board.
Additional information
Nature of connection between substantial security holders: Direct Capital
Investments Limited holds shares in Scales Corporation Limited as custodian,
including as custodian on behalf of the Co-Investors. Direct Capital IV
Management Limited and Direct Capital IV GP Limited are responsible for
managing the shares held by Direct Capital Investments Limited on behalf of
the Co-Investors.
Address(es) of substantial security holder(s):
For Direct Capital Investments Limited, Direct Capital IV Management Limited,
Direct Capital IV GP Limited 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
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: Scales Corporation Limited
Declaration
I, Mark Hutton, declare 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:00253103 For:SCL Type:SSH Time:2014-07-25 11:22:16
