- Release Date: 23/07/13 12:49
- Summary: SSH: SML: SSH - Synlait Milk Limited
- Price Sensitive: No
- Download Document 5.71KB
SML 23/07/2013 10:49 SSH REL: 1049 HRS Synlait Milk Limited (NS) SSH: SML: SSH - Synlait Milk Limited Disclosure of beginning to have substantial holding Section 22, Securities Markets Act 1988 To NZX Limited And Synlait Milk Limited Date this disclosure made: 23 July 2013 Substantial security holder(s) giving disclosure Name(s): Synlait Milk Limited (SML) Contact details: Nigel Greenwood, [email protected], 03 373 3009 Date on which substantial security holder(s) began to have substantial holding: 23 July 2013 Summary of substantial holding to which disclosure relates Class of listed voting securities: Ordinary Shares Summary for: Synlait Milk Limited For this disclosure,-- (a) total number held in class: 89,032,851 (b) total in class: 146,341,197 (c) total percentage held in class: 60.839% Details of relevant interests currently in substantial holding Details for Synlait Milk Limited Nature of relevant interest(s): Power to control sale of shares pursuant to an Escrow Deed dated 21 June 2013 and the constitution of Synlait Milk Limited (copies attached) For that relevant interest,-- (a) number held in class: 89,032,851 (b) percentage held in class: 60.839% (c) current registered holder(s) of securities: see attached schedule (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 Bright Dairy Holding Limited, Mitsui & Co., Limited, Mitsui & Co. (Australia) Limited and John Penno are parties to an Escrow Deed with Synlait Milk Limited and have unconditionally and irrevocably undertaken to Synlait Milk Limited, NZX Limited and the Non-Interested Directors (as defined in the Escrow Deed) not to sell, transfer or otherwise dispose of shares in Synlait Milk Limited from the period from 21 June 2013 until at least the first day after the date on which Synlait Milk Limited releases to NZX its preliminary announcement of its financial results for the financial year ending 31 July 2014. These restrictions do not apply if a partial or full takeover offer is made under the Takeovers Code for shares in Synlait Milk Limited or if an amalgamation or scheme of arrangement with respect to the shares in Synlait Milk Limited is proposed (unless the relevant shareholder is an 'associated person' of the offeror under the takeover, amalgamation or scheme of arrangement). Each of Bright Dairy Holding Limited, Mitsui & Co., Limited, Mitsui & Co. (Australia) Limited and John Penno are also permitted to create a security interest over their shareholding in favour of a recognised bank or other similar recognised lending institution, or to transfer all of their shareholding to an 'associated person' with the prior written approval of the Non-Interested Directors (provided that the lender/associated person (as applicable) also enters into an Escrow Deed with Synlait Milk Limited). Each of the shareholders listed in the attached schedule are subject to escrow arrangements set out in the constitution of Synlait Milk Limited which are on the same terms as the Escrow Deed but which are subject to an exception that each of the shareholders listed on the attached schedule (other than Bright Dairy Holding Limited, Mitsui & Co., Limited, Mitsui & Co. (Australia) Limited and John Penno) can sell at any time prior to the expiry of the Embargo Period (as defined in the constitution of Synlait Milk Limited) up to 136,363 shares in Synlait Milk Limited (being an aggregate number of shares in Synlait Milk Limited equal to $300,000 based on the final price of $2.20 under Synlait Milk Limited's initial public offer). Additional information Nature of connection between substantial security holders: not applicable Address(es) of substantial security holder(s): 1028 Heslerton Road, RD 13, Rakaia 7783, New Zealand 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: Bright Dairy Holding Limited, Mitsui & Co., Limited and Mitsui & Co. (Australia) Limited. Declaration I, Nigel Greenwood, 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. Name of shareholder Number of escrowed shares Bright Dairy Holding Limited 57,247,647 Mitsui & Co Limited 7,373,331 John Penno 5,423,817 Mitsui & Co (Australia) Limited 4,915,556 Ben Dingle 4,407,303 Juliet Maclean 1,184,576 Falcon Rural Investments Limited 1,101,434 Paul and Bronwyn Lancaster 985,360 Horo Holdings Limited 765,929 Therese Roche 763,637 Brian and Maureen Kensington 711,371 Douglas, Clorine and Jozette Thode 605,459 David and Phillipa Fullerton and Keith Robertson 520,797 Mark and Stephanie Hislop 443,949 William and Annie Fullerton 416,952 Riverlands Four Limited 371,976 Michael and Linda Deere and Robert Kidd 369,784 John and Anne Belcher 311,873 Synlait Limited (to be distributed to Riverlands Three Limited) 262,624 Tallulah Farms Limited 210,501 Donald Hunt and Laura Rea-Hunt 162,354 David Andrew and Jennifer Marie Lansdown 79,334 Stephen Johns 73,687 Bryce Robert Gatenby, Allison Joy Gatenby and Rebecca Jane Gatenby as Trustees of the Perham Trust 64,703 Steven and Charlotte Blakeley 63,727 John Roche 63,637 Jane Roche 63,637 Neil John Wagstaff, Heather Agnus Wagstaff and Cooper Aitken Trustee Limited as Trustees of the Neil and Heather Wagstaff Family Trust 38,530 Mark and Gail Blackwell 15,729 Rohan Clark and Robin Clark 13,637 89,032,851 End CA:00238869 For:SML Type:SSH Time:2013-07-23 10:49:10
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