SCL
09/10/2014 13:41
SSH
REL: 1341 HRS Scales Corporation Limited
SSH: SCL: SSH Notice - Direct Capital Investments Limited
DISCLOSURE OF MOVEMENT OF 1% OR MORE IN SUBSTANTIAL HOLDING OR CHANGE IN
NATURE OF RELEVANT INTEREST OR BOTH
Sections 23 and 24, Securities Markets Act 1988
Relevant event being disclosed: Disclosure of movement of 1.954% in
substantial holding and change in nature of relevant interest
Date of relevant event: 9 October 2014
To: NZX Limited
And: Scales Corporation Limited
Date this disclosure made: 9 October 2014
Date last disclosure made: 25 July 2014
Substantial security holder(s) giving disclosure
Name(s): Direct Capital Investments Limited and Scales Corporation Limited,
with corrected details for Direct Capital IV Management Limited, Direct
Capital IV GP Limited, and the Co-Investors, being 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]
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: 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: 27,955,801
(b) total in class: 139,779,006
(c) total percentage held in class: 20.000%
Summary for Scales Corporation Limited
For this 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 last disclosure,--
(a) total number held in class: 31,584,301
(b) total in class: 139,779,006
(c) total percentage held in class: 22.596%
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: On 9 October 2014, Direct Capital Investments
Limited transferred 2,731,824 shares which it held as custodian for Accident
Compensation Corporation to JP Morgan Chase Bank, N.A. (as replacement
custodian). The consideration for the transfer was nil and the beneficial
ownership of those shares remains unchanged. As a condition to such
transfer, JP Morgan Chase Bank, N.A. entered into a restricted security
agreement with Scales Corporation Limited.
Details of relevant interests in substantial holding 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. Direct
Capital Investments Limited's relevant interest is qualified by the terms of
the Restricted Security Agreement dated 19 June 2014 (a copy of which has
previously been filed by Direct Capital Investments Limited on 25 July 2014).
For that relevant interest,--
(a) number held in class: 25,223,978
(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
Note that Direct Capital IV Management Limited, Direct Capital IV GP Limited
and the Co-Investors continue to have the same relevant interests which were
disclosed in their last disclosures of 25 July 2014, however, the number of
shares in which they have a relevant interest was incorrectly stated in that
form as 25,223,977 (rather than the correct figure of 25,223,978, as set out
above).
Details for Scales Corporation Limited
Nature of relevant interest(s): Power to control sale of shares pursuant to
Restricted Security Agreement with Direct Capital Investments Limited dated
19 June 2014 (a copy of which has previously been filed by Direct Capital
Investments Limited on or about 25 July 2014), Restricted Security Agreement
with management shareholders dated 19 June 2014 (a copy of which has
previously been filed by Scales Corporation Limited on or about 25 July 2014)
and a Restricted Security Agreement with JP Morgan Chase Bank, N.A. dated 6
October 2014 (5 pages attached).
For that relevant interest,--
(a) number held in class: 31,584,302
(b) percentage held in class: 22.596%
(c) current registered holder(s) of securities: Direct Capital
Investments 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.
(d) registered holder(s) of securities once transfers registered: not
applicable
Additional information
Nature of connection between substantial security holders: Direct Capital
Investments Limited holds shares in Scales Corporation Limited 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. Scales
Corporation Limited has a relevant interest in the shares to which this
disclosure relates pursuant to the restricted security agreements.
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
For Scales Corporation Limited:
52 Cashel Street
Christchurch Central
Christchurch 8013
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: N/A
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:00256258 For:SCL Type:SSH Time:2014-10-09 13:41:18
