SKO
28/11/2014 08:30
SSH
NOT PRICE SENSITIVE
REL: 0830 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: 28 November 2014
To NZX Limited
And Serko Limited (Serko)
Date this disclosure made: 28 November 2014
Date last disclosure made: 30 October 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: 24,762,020
(b) total in class: 62,699,382
(c) total percentage held in class: 39.493%
For last 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%
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 Donna Bailey Trust (together with the
other trustee Donna Bailey) was the registered holder and beneficial owner of
1,537,594 Shares (the Donna Bailey Trust Shares), and had the power to
exercise a right to vote attached to, and to dispose of, the Donna Bailey
Trust Shares. Geoffrey Hosking resigned as trustee of the Donna Bailey Trust
with effect from 28 November 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
Donna Bailey Trust Shares. No consideration was paid or received for
Geoffrey Hosking's resignation as trustee of the Donna Bailey Trust.
Geoffrey Hosking as trustee of the Challis Holdings Trust (together with the
other trustee John Challis) was the registered holder and beneficial owner of
865,762 Shares (the Challis Holdings Trust Shares), and had the power to
exercise a right to vote attached to, and to dispose of, the Challis Holdings
Trust Shares. Geoffrey Hosking resigned, and was replaced by AH Trustees
(Challis Holdings) Limited, as trustee of the Challis Holdings Trust with
effect from 28 November 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
Challis Holdings Trust Shares. No consideration was paid or received for
Geoffrey Hosking's resignation as trustee of the Challis Holdings Trust.
Geoffrey Hosking as trustee of the Bai-Nielson Family Trust (together with
the other trustee Gerard Nielsen) was the registered holder and beneficial
owner of 124,670 Shares (the Bai-Nielson Family Trust Shares), and had the
power to exercise a right to vote attached to, and to dispose of, the
Bai-Nielson Family Trust Shares. Geoffrey Hosking resigned, and was replaced
by MGA Trustees Limited, as trustee of the Bai-Nielson Family Trust with
effect from 28 November 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
Bai-Nielson Family Trust Shares. No consideration was paid or received for
Geoffrey Hosking's resignation as trustee of the Bai-Nielson Family 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 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 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 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:00258212 For:SKO Type:SSH Time:2014-11-28 08:30:54
