Ann: SSH: SUM: SSH Notice - (Quadrant)

• Release Date: 18/03/13 18:50
• Summary: SSH: SUM: SSH Notice - (Quadrant)
• Price Sensitive: No
• Download Document  9.96KB

					

SUM
18/03/2013 16:50
SSH

REL: 1650 HRS Summerset Group Holdings Limited

SSH: SUM: SSH Notice - (Quadrant)

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: Change in nature of relevant interest
Date of relevant event: 16 March 2013
To: NZX Limited
And: Summerset Group Holdings Limited
Date this disclosure made: 18 March 2013
Date last disclosure made: 26 February 2013

Substantial security holder(s) giving disclosure
Name(s): QPE Funds Management Pty Limited, Perpetual Trustee Company Limited,
Quadrant Private Equity Services No. 2 Pty Limited, Quadrant Private Equity
Management No. 2 Pty Limited, QPE Co-Investment Pty Limited, The Macquarie
Summerset Co-Investment Trust and The Quay Summerset Co-Investment Trust
Contact details: Andrew Gilman
[email protected]
+61 2 9221 3044

Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares
Summary for QPE Funds Management Pty Limited
For this disclosure,--
(a) total number held in class: 119,825,995, of which 40,000,000 shares
are held subject to a qualification (described below) on the power to sell
(b) total in class: 214,819,360
(c) total percentage held in class: 55.780%
For last disclosure,--
(a) total number held in class: 119,825,995
(b) total in class: 214,819,360
(c) total percentage held in class: 55.780%

Summary for Perpetual Trustee Company Limited
For this disclosure,--
(a) total number held in class: 86,233,724
(b) total in class: 214,819,360
(c) total percentage held in class: 40.142%
For last disclosure,--
(a) total number held in class: 86,233,724
(b) total in class: 214,819,360
(c) total percentage held in class: 40.142%

Summary for Quadrant Private Equity Services No. 2 Pty Limited
For this disclosure,--
(a) total number held in class: 43,116,862
(b) total in class: 214,819,360
(c) total percentage held in class: 20.071%
For last disclosure,--
(a) total number held in class: 43,116,862
(b) total in class: 214,819,360
(c) total percentage held in class: 20.071%

Summary for Quadrant Private Equity Management No. 2 Pty Limited
For this disclosure,--
(a) total number held in class: 43,116,862
(b) total in class: 214,819,360
(c) total percentage held in class: 20.071%
For last disclosure,--
(a) total number held in class: 43,116,862
(b) total in class: 214,819,360
(c) total percentage held in class: 20.071%

Summary for QPE Co-Investment Pty Limited
For this disclosure,--
(a) total number held in class: 33,592,271
(b) total in class: 214,819,360
(c) total percentage held in class: 15.637%
For last disclosure,--
(a) total number held in class: 33,592,271
(b) total in class: 214,819,360
(c) total percentage held in class: 15.637%

Summary for The Macquarie Summerset Co-Investment Trust
For this disclosure,--
(a) total number held in class: 16,728,062
(b) total in class: 214,819,360
(c) total percentage held in class: 7.787%
For last disclosure,--
(a) total number held in class: 16,728,062
(b) total in class: 214,819,360
(c) total percentage held in class: 7.787%

Summary for The Quay Summerset Co-Investment Trust
For this disclosure,--
(a) total number held in class: 11,292,446
(b) total in class: 214,819,360
(c) total percentage held in class: 5.256%
For last disclosure,--
(a) total number held in class: 11,292,446
(b) total in class: 214,819,360
(c) total percentage held in class: 5.256%

Details of transactions and events giving rise to relevant event
On 16 March 2013, QPE Funds Management Pty Limited as manager of various
funds that have beneficial interests in shares in Summerset Group Holdings
Limited, entered into an agreement with UBS New Zealand Limited to sell
40,000,000 shares in Summerset Group Holdings Limited at $2.42 per share with
settlement due on 22 March 2013. As a consequence of this agreement, the
power of QPE Funds Management Pty Limited to dispose of, or control the
disposal of, such shares is curtailed.

Details of relevant interests in substantial holding after relevant event
Details for QPE Funds Management Pty Limited
Nature of relevant interest(s):  QPE Funds Management Pty Limited is the
manager of the various funds that have beneficial interests in shares in
Summerset Group Holdings Limited.  Pursuant to the relevant investment
management contracts under which QPE Funds Management Pty Limited is
appointed as manager, it has the power to exercise, or to control the
exercise of, the rights to vote attached to such shares and the power to
acquire or dispose of, or control the acquisition or disposition of such
shares (now subject to the sale agreement of 16 March 2013 described above).
QPE Funds Management Pty Limited's relevant interest only arises due to these
investment management contracts, and beneficial ownership of the relevant
shares is held by the various funds.  QPE Funds Management Pty Limited's
ordinary business consists of the provision of investment management services
including the investment of other persons' funds.  Accordingly, the exemption
in regulation 14 of the Securities Markets (Substantial Security Holders)
Regulations 2007 applies and no relevant agreement document is attached.

For that relevant interest,--
(a) number held in class:  119,825,995
(b) percentage held in class:  55.780%
(c) current registered holder(s) of securities:  Perpetual Trustee
Company Limited and QPE Co-Investment Pty Limited
(d) registered holder(s) of securities once transfers registered:  not
applicable

Details for Perpetual Trustee Company Limited
Nature of relevant interest(s):  Registered holder of shares in Summerset
Group Holdings Limited which are held by Perpetual Trustee Company Limited as
custodian for Quadrant Private Equity Services No. 2 Pty Limited and Quadrant
Private Equity Management No. 2 Pty Limited.

For that relevant interest,--
(a) number held in class:  86,233,724
(b) percentage held in class:  40.142%
(c) current registered holder(s) of securities:  Perpetual Trustee
Company Limited
(d) registered holder(s) of securities once transfers registered:  not
applicable

Details for Quadrant Private Equity Services No. 2 Pty Limited as trustee of
Quadrant Private Equity No.2A
Nature of relevant interest(s):  Beneficial owner of shares in Summerset
Group Holdings Limited which are held by Quadrant Private Equity Services No.
2 Pty Limited as trustee for Quadrant Private Equity No.2A.

For that relevant interest,--
(a) number held in class:  43,116,862
(b) percentage held in class:  20.071%
(c) current registered holder(s) of securities:  Perpetual Trustee
Company Limited
(d) registered holder(s) of securities once transfers registered:  not
applicable

Details for Quadrant Private Equity Management No. 2 Pty Limited as trustee
of Quadrant Private Equity No.2B
Nature of relevant interest(s):  Beneficial owner of shares in Summerset
Group Holdings Limited which are held by Quadrant Private Equity Management
No. 2 Pty Limited as trustee for Quadrant Private Equity No.2B.

For that relevant interest,--
(a) number held in class:  43,116,862
(b) percentage held in class:  20.071%
(c) current registered holder(s) of securities:  Perpetual Trustee
Company Limited
(d) registered holder(s) of securities once transfers registered:  not
applicable

Details for QPE Co-Investment Pty Limited
Nature of relevant interest(s):  Registered holder of shares in Summerset
Group Holdings Limited which are held by QPE Co-Investment Pty Limited as
trustee for The Macquarie Summerset Co-Investment Trust, The Quay Summerset
Co-Investment Trust and The WPMA2 Summerset Co-Investment Trust.

For that relevant interest,--
(a) number held in class:  33,592,271
(b) percentage held in class:  15.637%
(c) current registered holder(s) of securities:  QPE Co-Investment Pty
Limited
(d) registered holder(s) of securities once transfers registered:  not
applicable

Details for The Macquarie Summerset Co-Investment Trust
Nature of relevant interest(s):  Beneficial owner of shares in Summerset
Group Holdings Limited.

For that relevant interest,--
(a) number held in class:  16,728,062
(b) percentage held in class:  7.787%
(c) current registered holder(s) of securities:  QPE Co-Investment Pty
Limited
(d) registered holder(s) of securities once transfers registered:  not
applicable

Details for The Quay Summerset Co-Investment Trust
Nature of relevant interest(s):  Beneficial owner of shares in Summerset
Group Holdings Limited.

For that relevant interest,--
(a) number held in class:  11,292,446
(b) percentage held in class:  5.256%
(c) current registered holder(s) of securities:  QPE Co-Investment Pty
Limited
(d) registered holder(s) of securities once transfers registered:  not
applicable

Additional information
Nature of connection between substantial security holders: Perpetual Trustee
Company Limited holds shares in Summerset Group Holdings Limited as custodian
for Quadrant Private Equity Services No. 2 Pty Limited and Quadrant Private
Equity Management No. 2 Pty Limited.  QPE Co-Investment Limited holds shares
in Summerset Group Holdings Limited as trustee for The Macquarie Summerset
Co-Investment Trust, The Quay Summerset Co-Investment Trust and The WPMA2
Summerset Co-Investment Trust. QPE Funds Management Pty Limited is the
manager of the various funds that hold shares in Summerset Group Holdings
Limited.
Address(es) of substantial security holder(s):
C/o- Quadrant Private Equity
Level 30, Deutsche Bank Place
126 Phillip Street
Sydney, NSW 200
Australia
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: UBS New Zealand Limited
Attachment
Letter Agreement of 16 March 2013: Sale of Shares in Summerset Group Holdings
Limited

Declaration
I, Andrew Gilman, 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:00234269 For:SUM    Type:SSH        Time:2013-03-18 16:50:23