SKO
28/05/2015 08:31
SSH
NOT PRICE SENSITIVE
REL: 0831 HRS Serko Limited
SSH: SKO: SSH Notice - Serko Limited
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
Note: This form must be completed in accordance with the instructions at the
end of the form.
To NZX Limited
and
To Serko Limited
Relevant event being disclosed: Movement of 1% or more in the substantial
holding
Date of relevant event: Two business days after Serko made preliminary
announcement for the financial year ended 31 March 2015
Date this disclosure made: 27 May 2015
Date last disclosure made: 24 June 2014
Substantial product holder(s) giving disclosure
Full name(s): Serko Limited
Summary of substantial holding
Class of quoted voting products: Ordinary Shares in Serko (Shares) with
security code SKO
Summary for Serko Limited
For this disclosure,--
(a) total number held in class: 35,910,287
(b) total in class: 62,699,382
(c) total percentage held in class: 57.273%
For last disclosure,--
(a) total number held in class: 42,012,181
(b) total in class: 61,375,818
(c) total percentage held in class: 68.451%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
Serko Limited had the power to control the disposition of 42,012,181 Shares
(the Embargoed Shares) pursuant to a deed of embargo dated 20 May 2014 with
various shareholders (the Embargoed Shareholders) (the Deed of Embargo) under
which the Embargoed Shareholders agreed and undertook not to sell or
otherwise dispose of their respective Embargoed Shares until the date falling
two business days after Serko makes a preliminary announcement for the
financial year ending 31 March 2016 or 31 March 2015, as the case may be
(depending on the identity of the relevant Embargoed Shareholder) (the
Embargo Period). Serko made its preliminary earnings announcement for the
financial year ended 31 March 2015 on 22 May 2015. Two business days
following that announcement the Embargo Period ended in respect of 6,101,894
previously Embargoed Shares. Accordingly, Serko Limited ceased to have the
power to control the disposition of 6,101,894 of the Embargoed Shares.
Details after relevant event
Details for Serko Limited
Nature of relevant interest(s): Serko Limited continues to have the power to
control the disposition of 35,910,287 Shares (the Embargoed Shares) pursuant
to a deed of embargo dated 20 May 2014 with various shareholders (the
Embargoed Shareholders) (the Deed of Embargo) under which the Embargoed
Shareholders agree and undertake not to sell or otherwise dispose of their
respective Embargoed Shares until the date falling two business days after
Serko makes a preliminary announcement for the financial year ending 31 March
2016 (the Embargo Period). These restrictions do not apply if a partial or
full offer is made under the Takeovers Code for Shares during the Embargo
Period. Each Embargoed Shareholder is also permitted to create, or agree to
create, a security interest over or in respect of its Embargoed Shares in
favour of a registered bank or other similar recognized lending institution.
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: 35,910,287
(b) percentage held in class: 57.273%
(c) current registered holder(s): Darrin Grafton and Geoffrey Hosking as
trustees of the Grafton-Howe Family Trust No. 2, Robert Shaw, Sarah Shaw and
Geoffrey Hosking as trustees of the Ripon Trust, Simon Botherway and MSH
Trustee (Arrow) Limited as trustees of the Arrow Trust, Simon Botherway,
Claudia Batten, Clyde McConaghy as trustee of the Portofino Trust, Tim
Bluett, Philip Ball, Robert Hawker, Michael Thorburn, Joanne Phipps, John
Challis and AH Trustees (Challis Holdings) Limited as trustees of the Challis
Holdings Trust, Thomas Stanley, Paul Turner and AH Trustees (Black Rock)
Limited as trustees of the Black Rock Trust, Carolyn Colbey and AH Trustees
(Carolyn Colbey) Limited as trustees of the Carolyn Colbey Trust, Gerard
Nielsen and MGA Trustees Limited as trustees of the Bai-Nielsen Family Trust.
(d) registered holder(s) once transfers are 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
Address(es) of substantial product holder(s): Unit 14d,125 The Strand,
Parnell, Auckland
Contact details: Sarah Miller, +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: On 24
June 2014 - Darrin Grafton as to 13,907,604 Embargoed Shares, Robert Shaw and
Sarah Shaw as to 12,370,010 Embargoed Shares and Geoffrey Hosking as to
27,982,656 Embargoed Shares.
Certification
I, Sarah Miller, 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:00264905 For:SKO Type:SSH Time:2015-05-28 08:31:18
