SCL
25/07/2014 11:35
SSH
REL: 1135 HRS Scales Corporation Limited
SSH: SCL: SSH Notice - Guardians of New Zealand Superannuation
FORM 1
(Section 22, Securities Markets Act 1988)
DISCLOSURE OF BEGINNING TO HAVE SUBSTANTIAL HOLDING
TO: NZX Limited
AND: Scales Corporation Limited ("Scales")
Date this disclosure made: 25 July 2014
Substantial security holder(s) giving disclosure
Name(s): 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) ("Guardians")
Contact details: Guardians of New Zealand Superannuation
c/- Graeme Quigley
Russell McVeagh
Level 30
48 Shortland Street, Auckland
Tel: 09 367 8271
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: Scales ordinary shares
Summary for: Guardians
For this disclosure:
(a) total number held in class: 25,223,977 shares
(b) total in class: 139,779,006 shares
(c) total percentage held in class: 18.046%
Details of relevant interests currently in substantial holding
Details for: Guardians
Nature of relevant interest(s): Beneficial owner of ordinary shares in
Scales. Guardians is the beneficial owner of Scales shares held on its
behalf by Direct Capital Investments Limited and managed by Direct Capital IV
GP Limited and Direct Capital IV Management Limited, pursuant to a
Co-investment Agreement dated 24 July 2014 (the "Scales Co-investment
Agreement").
The above relevant interest is qualified by the Scales Co-investment
Agreement and by the Restricted Security Agreement dated 19 June 2014 (the
"Restricted Security Agreement"). Copies of the Scales Co-investment
Agreement and the Restricted Security Agreement are attached to the
substantial security holder disclosure notice previously filed by 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 on the date on which this notice is
filed (being 25 July 2014).
For that relevant interest:
(a) number held in class: 8,739,937 shares
(b) percentage held in class: 6.253%
(c) current registered holder of securities: Direct Capital Investments
Limited
(d) registered holder(s) of securities once transfers registered: N/A
Nature of relevant interest(s): Deemed relevant interest in shares in Scales
that are held by Direct Capital Investments Limited on behalf of DCIV-PII
Delta Partnership (a partnership between Direct Capital IV Limited
Partnership ("DC IV LP") and Pohutukawa Delta Limited), Direct Capital IV
Delta Limited Partnership, Direct Capital IV Investments Limited, Hendry
Nominees Limited and Guardians (together, the "Co-Investors").
The Co-Investors have various written or unwritten arrangements or
understandings in place under which, among other things, they have
co-invested in Scales and will co-divest such investment in proportion to
each Co-Investor's share of their overall combined investment. In addition,
Guardians is a limited partner in DC IV LP and has the power to exercise, or
control the exercise of, the right to vote attaching to 20% or more of the
securities of DC IV LP and the power to acquire or dispose of 20% or more of
the securities of DC IV LP. Guardians is deemed to have the relevant
interests in the shares that the other Co-Investors have, pursuant to section
5B(1) of the Securities Markets Act 1988.
The relevant interests of the Co-Investors arise under the co-investment
agreements that are attached to the substantial security holder notice
previously filed by 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 on the date on
which this notice is filed (being 25 July 2014).
For that relevant interest:
(a) number held in class: 25,223,977 shares
(b) percentage held in class: 18.046%
(c) current registered holder of securities: Direct Capital Investments
Limited
(d) registered holder(s) of securities once transfers registered: N/A
Details of transaction 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 a holder of relevant interests in relation to shares in Scales, Guardians
became a substantial security holder upon the shares in Scales being quoted
on the NZX Main Board.
Additional information
Nature of connection between substantial security holders: N/A
Address(es) of substantial security holder(s):
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: N/A
Declaration
I, Graeme Quigley, Solicitor to Guardians of New Zealand Superannuation,
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:00253108 For:SCL Type:SSH Time:2014-07-25 11:35:26
