SCL
26/02/2016 08:37
SSH
NOT PRICE SENSITIVE
REL: 0837 HRS Scales Corporation Limited
SSH: SCL: SSH Notice - Guardians of New Zealand Superannuation
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: 25 July 2014
Substantial product holder(s) giving disclosure
Full 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)
Summary of substantial holding
Class of quoted voting products: Ordinary shares (NZX: SCL)
Summary for Guardians
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: 25,223,977
(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:
Guardians' relevant interest is qualified by the Scales Co-investment
Agreement (defined below) and was qualified 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 were
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 25 July
2014.
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 Guardians
Nature of relevant interest(s): Beneficial owner of ordinary shares in Scales
Corporation Limited (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. As noted above, a copy of the Scales Co-investment Agreement was
attached to the substantial security holder disclosure notice previously
filed on 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(s): Direct Capital Investments Limited
(d) registered holder(s) once transfers are 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
237 of the Financial markets Conduct Act 2013.
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 25 July
2014.
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: N/A
Note that Guardians continues to have the same relevant interest which was
disclosed in its last disclosure 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).
Additional information
Address(es) of substantial product holder(s): Level 12, Zurich House, 21
Queen Street, Auckland 1010, New Zealand
Contact details: Guardians of New Zealand Superannuation
C/- Graeme Quigley
Russell McVeagh
Level 30
48 Shortland Street, Auckland
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) and
Scales Corporation Limited
Certification
I, Graeme Quigley, solicitor to the Guardians of New Zealand Superannuation,
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:00278376 For:SCL Type:SSH Time:2016-02-26 08:37:45
