Ann: SSH: SNK: SPH Notice - Snakk Media Limited

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    					SNK
    05/10/2015 09:44
    SSH
    NOT PRICE SENSITIVE
    REL: 0944 HRS Snakk Media Limited
    
    SSH: SNK: SPH Notice - Snakk Media Limited
    
    Disclosure of beginning to have substantial holding
    Section 276, Financial Markets Conduct Act 2013
    To: NZX Limited
    
    And
    
    To: Snakk Media Limited
    Date this disclosure made: 5 October 2015
    Date on which substantial holding began: 5 October 2015
    Substantial product holder(s) giving disclosure
    Full name(s): Snakk Media Limited
    Summary of substantial holding
    Class of quoted voting products: Ordinary shares (NZX code: SNK)
    Summary for Snakk Media Limited
    For this disclosure,--
    (a) total number held in class: 40,772,634
    (b) total in class: 265,132,984
    (c) total percentage held in class: 15.378%
    Details of relevant interests
    Details for Snakk Media Limited
    Nature of relevant interest(s): Power to control the disposition of the
    Escrowed Shares (as defined below) pursuant to a restricted security
    agreement between Far East Associated Traders Limited (FEAT) and Snakk Media
    Limited (SNK) dated 5 October 2015 (the Restricted Security Agreement) (6
    pages, attached).
    Under the Restricted Security Agreement, FEAT has agreed not to sell or
    otherwise dispose of or do or omit to do anything which could have the effect
    of transferring effective ownership or control of any shares it holds as at
    the date of the Restricted Security Agreement (the Escrowed Shares) until
    after 31 December 2016 subject to certain limited exceptions set out below.
    FEAT may sell or otherwise transfer any of the Escrowed Shares:
    o with the approval of the directors who are not "interested" in the decision
    (as that term is defined in the Companies Act 1993), SNK and NZX;
    o to an "affiliate" of FEAT (being a person owned or controlled by, or under
    common ownership or control with, FEAT and in relation to a family trust
    includes any beneficiary of that trust), provided that such affiliate has
    agreed to be bound by the escrow terms; or
    o in connection with a takeover offer made in respect of SNK's shares under
    the Takeovers Code or a similar scheme of arrangement.
    These restrictions do not apply, and therefore no approval is needed, for
    FEAT to grant a security interest in favour of a bona fide lender to FEAT.
    For that relevant interest,--
    (a) number held in class: 40,772,634
    (b) percentage held in class: 15.378%
    (c) current registered holder(s): Far East Associated Traders Limited
    (d) registered holder(s) once transfers are registered:  Not applicable
    Details of transactions and events giving rise to substantial holding
    Details of the transactions or other events requiring disclosure: SNK became
    a substantial product holder upon entry into the Restricted Security
    Agreement with FEAT.
    Additional information
    Address(es) of substantial product holder(s):
    Level 6
    57 Symonds Street, Grafton
    Auckland 1010, New Zealand
    Contact details: Malcolm Lindeque, Tel: +64 21 464 392, Email:
    [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: Far East
    Associated Traders Limited
    Certification
    I, Malcolm Lindeque, 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:00271267 For:SNK    Type:SSH        Time:2015-10-05 09:44:45
    				
 
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