Ann: SSH: SCL: SSH Notice - Scales Corporation Limited

• Release Date: 25/07/14 11:22
• Summary: SSH: SCL: SSH Notice - Scales Corporation Limited
• Price Sensitive: No
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					SCL
25/07/2014 11:22
SSH

REL: 1122 HRS Scales Corporation Limited

SSH: SCL: SSH Notice - Scales Corporation Limited

DISCLOSURE OF BEGINNING TO HAVE SUBSTANTIAL HOLDING
Section 22, Securities Markets Act 1988

To: NZX Limited
And: Scales Corporation Limited
Date this disclosure made:  25 July 2014

Substantial security holder(s) giving disclosure
Name(s): Scales Corporation Limited
Contact details:  Steve Kennelly
Tel: +64 3 371 2263
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: Ordinary shares
Summary for Scales Corporation Limited

For this 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 relevant interests currently in substantial holding
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 which has been previously by filed Direct Capital
Investments Limited on or about the date of this notice) and Restricted
Security Agreement with management shareholders (19 pages attached)
(together, the Restricted Security Agreements).

For that relevant interest,--
(a) number held in class:  31,584,301
(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 and John Gerard Sainsbury
(d) registered holder(s) of securities once transfers registered:  not
applicable

Details of transactions 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:
Each of Direct Capital Investments Limited (for itself and as custodian and
agent on behalf of DCIV PII Delta Partnership (a partnership between Direct
Capital IV LP and Pohutukawa Delta Limited), Direct Capital IV Investments
Limited, Hendry Nominees Limited, Direct Capital IV Delta Limited
Partnership, the 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 Accident
Compensation Corporation), 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 and John Gerard Sainsbury have unconditionally
and irrevocably undertaken to Scales Corporation Limited, NZX Limited and the
Non-Interested Directors (as defined in the Restricted Security Agreements)
not to sell or otherwise dispose of their existing shares in Scales
Corporation Limited 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 or subject to limited exceptions set out in the Restricted Security
Agreements.

Additional information
Nature of connection between substantial security holders:  N/A
Address(es) of substantial security holder(s):
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:  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), 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)

Declaration
I, Steve Kennelly, 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:00253104 For:SCL    Type:SSH        Time:2014-07-25 11:22:48