SCL
26/02/2016 08:35
SSH
NOT PRICE SENSITIVE
REL: 0835 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 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: 26 February 2016
Date this disclosure made: 26 February 2016
Date last disclosure made: 9 October 2014
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
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:
Direct Capital Investments Limited (for itself and as custodian and agent on
behalf of the Co-Investors) unconditionally and irrevocably undertook to
Scales Corporation Limited, NZX Limited and the Non-Interested Directors (as
defined in the Restricted Security Agreement filed on 25 July 2014) not to
sell, transfer, assign or otherwise dispose of the legal or beneficial
ownership of the shares in Scales Corporation Limited held by it 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 Agreement ended on 26
February 2016 and accordingly the shares referred to above are no longer
qualified by the undertakings in the Restricted Security 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.
For that relevant interest,--
(a) number held in class: 25,223,978 shares
(b) percentage held in class: 18.046%
(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. 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: 25,223,978 shares
(b) percentage held in class: 18.046%
(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. 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 were filed on 25 July 2014 or are described above.
For that relevant interest,--
(a) number held in class: 25,223,978 shares
(b) percentage held in class: 18.046%
(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 Scales Corporation Limited
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:00278375 For:SCL Type:SSH Time:2016-02-26 08:35:42
