Ann: SSH: SUM: SSH Notices (Quadrant Entities)

• Release Date: 26/02/13 10:45
• Summary: SSH: SUM: SSH Notices (Quadrant Entities)
• Price Sensitive: No
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SUM
26/02/2013 08:45
SSH

REL: 0845 HRS Summerset Group Holdings Limited

SSH: SUM: SSH Notices (Quadrant Entities)

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: 26 February 2013

To: NZX Limited

And: Summerset Group Holdings Limited

Date this disclosure made: 26 February 2013

Date last disclosure made: 1 November 2011

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
(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

Following the listing of Summerset Group Holdings Limited, each of Perpetual
Trustee Company Limited (as custodian for Quadrant Private Equity No. 2 Pty
Limited and Quadrant Private Equity Management No. 2 Pty Limited), QPE Funds
Management Pty Limited, QPE Co-Investment Pty Limited, Norah Barlow and
Robert Barlow, Paul Morris and Clive Morris, Julian Bradwell Cook, Tristan
Saunders and Medical Technologies Corporate Trustees Limited unconditionally
and irrevocably undertook to Summerset Group Holdings Limited, NZX Limited
and the Non-Interested Directors (as defined in the Escrow Deed filed on 1
November 2011) not to sell, transfer, assign or otherwise dispose of the
legal or beneficial ownership of the shares in Summerset Group Holdings
Limited held by them for the period from 1 November 2011 to the day after the
date that Summerset Group Holdings Limited releases to NZX its financial
results for the financial year ending 31 December 2012 without the prior
written approval of Summerset Group Holdings Limited, NZX Limited and the
Non-Interested Directors.  The total number of ordinary shares subject to the
Escrow Deed was 124,097,647.

The restricted period under the Escrow Deed ended on 26 February 2013 and
accordingly the shares referred to above are no longer qualified by the
undertakings in the Escrow Deed.

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.  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: 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:00233434 For:SUM    Type:SSH        Time:2013-02-26 08:45:49