SCL
22/03/2016 09:17
SSH
NOT PRICE SENSITIVE
REL: 0917 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: 21 March 2016
Date this disclosure made: 22 March 2016
Date last disclosure made: 15 March 2016
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: 25,223,978
(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:
On 15 March 2016, Direct Capital Investments Limited agreed to sell
21,500,000 of its shares in Scales Corporation Limited (Scales) to China
Resources Ng Fung Limited or its nominee for $2.60 per share (pursuant to a
Sale Agreement). Instead of the original settlement date of 21 March 2016,
settlement is now to occur on or before 6 April 2016 to enable certain
existing custodial entities that hold shares to obtain an exemption under the
Overseas Investment Act 2005. As a consequence of the Sale Agreement, Direct
Capital Investments Limited has ceased to have the power to dispose of, or to
control the disposition of, such shares other than in accordance with the
Sale Agreement, and each of the other relevant interests described in this
form has also ceased to include the power to dispose of, or to control the
disposition of, such shares.
Details after relevant event
Details for Guardians
Nature of relevant interest(s):
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). Guardians
has ceased to have the power to dispose of, or control the disposition of,
those shares in Scales as a result of the Sale Agreement other than in
accordance with the Sale Agreement.
The above relevant interest remains qualified by the Scales Co-investment
Agreement. A copy of the Scales Co-investment Agreement was 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.
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: China Resources Ng
Fung Limited or its nominee
Nature of relevant interest(s):
The Guardians has a 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). As a result of the Sale
Agreement, Direct Capital Investments Limited has ceased to have the power to
dispose of, or to control the disposition of, 21,500,000 of such shares other
than in accordance with the Sale Agreement.
The Co-Investors have various written or unwritten arrangements or
understandings in place under which, among other things, they have
co-invested in Scales. 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: China Resources Ng
Fung Limited or its nominee
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
+649 367 8000
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 China
Resources Ng Fung Limited or its nominee
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:00279632 For:SCL Type:SSH Time:2016-03-22 09:17:45
