SKO
22/12/2015 16:43
SSH
NOT PRICE SENSITIVE
REL: 1643 HRS Serko Limited
SSH: SKO: SSH Notice - Darrin Grafton
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 Serko Limited
Relevant event being disclosed: Movement of 1% or more in the substantial
holding
Date of relevant event: 22 December 2015
Date this disclosure made: 22 December 2015
Date last disclosure made: 24 June 2014
Substantial product holder(s) giving disclosure
Full name(s): Darrin Grafton
Summary of substantial holding
Class of quoted voting products: Ordinary share
Summary for Darrin Grafton
For this disclosure,--
(a) total number held in class: 14,209,033
(b) total in class: 72,780,065
(c) total percentage held in class: 19.523%
For last disclosure,--
(a) total number held in class: 13,907,604
(b) total in class: 61,375,818
(c) total percentage held in class: 22.660%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
Allotment on 22 December 2015 to Darrin Grafton as trustee of the
Grafton-Howe Family Trust No.2 of 297,619 new ordinary shares pursuant to a
share placement by Serko Limited announced on 21 December 2015. The aggregate
issue price paid by Darrin Grafton for the 297,619 new ordinary shares was
NZ$250,000.
For that relevant interest,--
(a) number held in class: 297,619
(b) percentage held in class: 0.409%
(c) current registered holder(s): no change since last disclosure
(d) registered holder(s) once transfers are registered: not applicable
Details after relevant event
Details for Darrin Grafton
Nature of relevant interest(s): Darrin Grafton as trustee of the Grafton-Howe
Family Trust No.2 (together with the other trustee Geoffrey Hosking) is the
registered holder and beneficial owner of 12,667,629 Shares (the Grafton Howe
Trust Shares), and has the power to exercise a right to vote attached to, and
to dispose of, the Grafton Howe Trust Shares. On 20 May 2014, Darrin Grafton
and Geoffrey Hosking as trustees of the Grafton-Howe Family Trust No.2
entered into a deed of embargo with Serko, amongst others, (the Deed of
Embargo) under which Darrin Grafton and Geoffrey Hosking as trustees of the
Grafton-Howe Family Trust No.2 agreed and undertook not to sell or otherwise
dispose of the Grafton Howe Trust Shares on issue at that date until the date
falling two business days after Serko makes a preliminary announcement for
the financial year ending 31 March 2016. A copy of the Deed of Embargo was
attached to the last disclosure made on 24 June 2014.
For that relevant interest,--
(a) number held in class: 12,667,629
(b) percentage held in class: 17.405%
(c) current registered holder(s): no change since last disclosure
(d) registered holder(s) once transfers are registered: not applicable
Nature of relevant interest: Darrin Grafton has the power to exercise a right
to vote attached to 1,537,594 Shares (the Donna Bailey Trust Shares). This
interest is acquired through a personal relationship with Donna Bailey.
For that relevant interest,--
(a) number held in class: 1,537,594
(b) percentage held in class: 2.113%
(c) current registered holders of securities: Donna Bailey as trustee of the
Donna Bailey Trust
(d) registered holder(s) of securities once transfers registered: not
applicable
Nature of relevant interest: Darrin Grafton has the power to dispose of, or
to control the disposal of 3,810 ordinary shares with restrictive conditions
issued to Donna Bailey pursuant to the Serko Restricted Share Scheme. This
interest is acquired through having a personal relationship with Donna
Bailey. These shares are subject to a deed restricting exercise of voting
rights attached to the shares. This Deed is attached to this Notice.
For that relevant interest,--
(a) number held in class: 3,810
(b) percentage held in class: 0.005%
(c) current registered holders of securities: Donna Bailey
(d) registered holder(s) of securities once transfers registered: not
applicable
For a derivative relevant interest, also--
(a) type of derivative: not applicable
(b) details of derivative: not applicable
(c) parties to the derivative: not applicable
(d) if the substantial product holder is not a party to the derivative, the
nature of the relevant interest in the derivative: not applicable
Additional information
Nature of connection between substantial security holders: Not applicable.
Address(es) of substantial product holder(s): PO Box 47-638, Ponsonby,
Auckland
Contact details: Darrin Grafton, +64 9 309 4754, [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: Geoffrey
Hosking as trustee to the Grafton-Howe Trust Shares.
Disclosure has effect for purposes of directors' and senior managers'
disclosure
Darrin Grafton is also a Director of Serko Limited. This disclosure also
constitutes disclosure for the purposes of the directors' and senior
managers' disclosure obligations.
Certification
I, Darrin Grafton, 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:00275608 For:SKO Type:SSH Time:2015-12-22 16:43:47
