SKO
30/10/2014 08:58
SSH
REL: 0858 HRS Serko Limited
SSH: SKO: SSH Notice - Geoffrey Hosking
Disclosure of movement of 1% or more in substantial holding or change in
nature of relevant interest or both
Sections 23 and 24, Securities Markets Act 1988
Relevant event being disclosed: Movement of 1% or more in the substantial
holding
Date of relevant event: 30 October 2014
To NZX Limited
And Serko Limited (Serko)
Date this disclosure made: 30 October 2014
Date last disclosure made: 24 June 2014
Substantial security holder giving disclosure
Name: Geoffrey Hosking
Contact details: 09 920 6478 and [email protected]
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares in Serko (Shares) with
security code SKO
Summary for Geoffrey Hosking
For this disclosure,--
(a) total number held in class: 27,290,046
(b) total in class: 62,699,382
(c) total percentage held in class: 43.525%
For last disclosure,--
(a) total number held in class: 27,982,656
(b) total in class: 61,375,818
(c) total percentage held in class: 45.592%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure under the
instructions to this form:
Geoffrey Hosking as trustee of the Carolyn Colbey Trust (together with the
other trustee Carolyn Colbey) was the registered holder and beneficial owner
of 346,305 Shares (the Carolyn Colbey Trust Shares), and had the power to
exercise a right to vote attached to, and to dispose of, the Carolyn Colbey
Trust Shares. Geoffrey Hosking resigned, and was replaced by AH Trustees
(Carolyn Colbey) Limited, as trustee of the Carolyn Colbey Trust with effect
from 30 October 2014 and, accordingly, from that date, Geoffrey Hosking was
not the registered holder or beneficial owner, and did not have the power to
exercise a right to vote attached to, or to dispose of, the Carolyn Colbey
Trust Shares. No consideration was paid or received for Geoffrey Hosking's
resignation as trustee of the Carolyn Colbey Trust.
Geoffrey Hosking as trustee of the Black Rock Trust (together with the other
trustee Paul Turner) was the registered holder and beneficial owner of
346,305 Shares (the Black Rock Trust Shares), and had the power to exercise a
right to vote attached to, and to dispose of, the Black Rock Trust Shares.
Geoffrey Hosking resigned, and was replaced by AH Trustees (Black Rock)
Limited, as trustee of the Black Rock Trust with effect from 30 October 2014
and, accordingly, from that date, Geoffrey Hosking was not the registered
holder or beneficial owner, and did not have the power to exercise a right to
vote attached to, or to dispose of, the Black Rock Trust Shares. No
consideration was paid or received for Geoffrey Hosking's resignation as
trustee of the Black Rock Trust.
Details of relevant interests in substantial holding after relevant event
Details for Geoffrey Hosking
Nature of relevant interests: Geoffrey Hosking as trustee of the Ripon Trust
(together with the other trustees Robert Shaw and Sarah Shaw) is the
registered holder and beneficial owner of 12,370,010 Shares (the Ripon Trust
Shares), and has the power to exercise a right to vote attached to, and to
dispose of, the Ripon Trust Shares. On 20 May 2014, Robert Shaw, Sarah Shaw
and Geoffrey Hosking as trustees of the Ripon Trust entered into a deed of
embargo with Serko, amongst others, (the Deed of Embargo) under which Robert
Shaw, Sarah Shaw and Geoffrey Hosking as trustees of the Ripon Trust agree
and undertake not to sell or otherwise dispose of the Ripon Trust Shares
until the date falling two business days after Serko makes a preliminary
announcement for the financial year ending 31 March 2016. Pursuant to the
terms of the Deed of Embargo, Geoffrey Hosking as trustee of the Ripon Trust
has qualified his interest in the Ripon Trust Shares.
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: 12,370,010
(b) percentage held in class: 19.729%
(c) current registered holders of securities: no change since last disclosure
(d) registered holder(s) of securities once transfers registered: no change
since last disclosure
Nature of relevant interests: Geoffrey Hosking as trustee of the Grafton-Howe
Family Trust No.2 (together with the other trustee Darrin Grafton) is the
registered holder and beneficial owner of 12,370,010 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 the Deed of Embargo under which Darrin Grafton and Geoffrey
Hosking as trustees of the Grafton-Howe Family Trust No.2 agree and undertake
not to sell or otherwise dispose of the Grafton Howe Trust Shares until the
date falling two business days after Serko makes a preliminary announcement
for the financial year ending 31 March 2016. Pursuant to the terms of the
Deed of Embargo, Geoffrey Hosking as trustee of the Grafton-Howe Family Trust
No.2 has qualified his interest in the Grafton Howe Trust Shares.
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: 12,370,010
(b) percentage held in class: 19.729%
(c) current registered holders of securities: no change since last disclosure
(d) registered holder(s) of securities once transfers registered: no change
since last disclosure
Nature of relevant interests: Geoffrey Hosking as trustee of the Donna Bailey
Trust (together with the other trustee Donna Bailey) is the registered holder
and beneficial owner of 1,537,594 Shares (the Donna Bailey Trust Shares), and
has the power to exercise a right to vote attached to, and to dispose of, the
Donna Bailey Trust Shares. On 20 May 2014, Donna Bailey and Geoffrey Hosking
as trustees of the Donna Bailey Trust entered into the Deed of Embargo under
which Donna Bailey and Geoffrey Hosking as trustees of the Donna Bailey Trust
agree and undertake not to sell or otherwise dispose of the Donna Bailey
Trust Shares until the date falling two business days after Serko makes a
preliminary announcement for the financial year ending 31 March 2015.
Pursuant to the terms of the Deed of Embargo, Geoffrey Hosking as trustee of
the Donna Bailey Trust has qualified his interest in the Donna Bailey Trust
Shares.
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: 1,537,594
(b) percentage held in class: 2.452%
(c) current registered holders of securities: no change since last disclosure
(d) registered holder(s) of securities once transfers registered: no change
since last disclosure
Nature of relevant interests: Geoffrey Hosking as trustee of the Challis
Holdings Trust (together with the other trustee John Challis) is the
registered holder and beneficial owner of 865,762 Shares (the Challis
Holdings Trust Shares), and has the power to exercise a right to vote
attached to, and to dispose of, the Challis Holdings Trust Shares. On 20 May
2014, John Challis and Geoffrey Hosking as trustees of the Challis Holdings
Trust entered into the Deed of Embargo under which John Challis and Geoffrey
Hosking as trustees of the Challis Holdings Trust agree and undertake not to
sell or otherwise dispose of the Challis Holdings Trust Shares until the date
falling two business days after Serko makes a preliminary announcement for
the financial year ending 31 March 2016. Pursuant to the terms of the Deed
of Embargo, Geoffrey Hosking as trustee of the Challis Holdings Trust has
qualified his interest in the Challis Holdings Trust Shares.
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: 865,762
(b) percentage held in class: 1.381%
(c) current registered holders of securities: no change since last disclosure
(d) registered holder(s) of securities once transfers registered: no change
since last disclosure
Nature of relevant interests: Geoffrey Hosking as trustee of the Bai-Nielsen
Family Trust (together with the other trustee Gerard Nielsen) is the
registered holder and beneficial owner of 124,670 Shares (the Bai-Nielsen
Family Trust Shares), and has the power to exercise a right to vote attached
to, and to dispose of, the Bai-Nielsen Family Trust Shares. On 20 May 2014,
Gerard Nielsen and Geoffrey Hosking as trustees of the Bai Nielsen Family
Trust entered into the Deed of Embargo under which Gerard Nielsen and
Geoffrey Hosking as trustees of the Bai-Nielsen Family Trust agree and
undertake not to sell or otherwise dispose of the Bai-Nielsen Family Trust
Shares until the date falling two business days after Serko makes a
preliminary announcement for the financial year ending 31 March 2016.
Pursuant to the terms of the Deed of Embargo, Geoffrey Hosking as trustee of
the Bai-Nielsen Family Trust has qualified his interest in the Bai-Nielsen
Family Trust Shares.
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: 124,670
(b) percentage held in class: 0.199%
(c) current registered holders of securities: Gerard Rex Nielsen and MGA
Trustees Limited as trustees of the Bai-Nielsen Family Trust
(d) registered holder(s) of securities once transfers registered: Gerard Rex
Nielsen and MGA Trustees Limited as trustees of the Bai-Nielsen Family Trust
Nature of relevant interests: Geoffrey Hosking as trustee of the Limelight
Trust (together with the other trustee Christa Hosking) is the registered
holder and beneficial owner of 22,000 Shares (the Limelight Trust Shares),
and has the power to exercise a right to vote attached to, and to dispose of,
the Limelight Trust Shares.
For that relevant interest,--
(a) number held in class: 22,000
(b) percentage held in class: 0.035%
(c) current registered holders of securities: no change since last disclosure
(d) registered holder(s) of securities once transfers registered: no change
since last disclosure
Additional information
Nature of connection between substantial security holders: Not applicable.
Address of substantial security holder: 145 Arney Road, Remuera, Auckland
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: Darrin Grafton as to the Grafton-Howe Trust Shares
and the Donna Bailey Trust Shares and Robert Shaw as to the Ripon Trust
Shares.
Declaration
I, Geoffrey Hosking, 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:00256982 For:SKO Type:SSH Time:2014-10-30 08:58:02
