Ann: SSH: VGL: SSH Notice - (B&J Cadzow Family Trust)

• Release Date: 11/08/14 11:34
• Summary: SSH: VGL: SSH Notice - (B&J Cadzow Family Trust)
• Price Sensitive: No
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					VGL
11/08/2014 11:34
SSH

REL: 1134 HRS Vista Group International Limited

SSH: VGL: SSH Notice - (B&J Cadzow Family Trust)

DISCLOSURE OF BEGINNING TO HAVE SUBSTANTIAL HOLDING

Section 22, Securities Markets Act 1988
To: NZX
And Vista Group International Limited
Date this disclosure made: 11 August 2014

Substantial security holder(s) giving disclosure

Name(s): Brian John Cadzow, Julie Ann Cadzow and Peter Allen Lewis as
Trustees of the B&J Cadzow Family Trust
Contact details:  10 Kohu Road, Titirangi, Auckland, 0604, New Zealand; email
[email protected] ph  09 984 4576
Date on which substantial security holder(s) began to have substantial
holding: 11 August 2014

Summary of substantial holding to which disclosure relates

Class of listed voting securities: Ordinary Shares
Summary for Brian John Cadzow, Julie Ann Cadzow and Peter Allen Lewis as
Trustees of the B&J Cadzow Family Trust

For this disclosure,--

(a) total number held in class: 6,482,875
(b) total in class: 79,813,089
(c) total percentage held in class: 8.12%

Details of relevant interests currently in substantial holding

Details for Brian John Cadzow, Julie Ann Cadzow and Peter Allen Lewis as
Trustees of the B&J Cadzow Family Trust:
Nature of relevant interest(s):
Brian John Cadzow, Julie Ann Cadzow and Peter Allen Lewis as Trustees of the
B&J Cadzow Family Trust are the registered holders and beneficial owners of
6,482,875 ordinary shares (which they hold on trust for the beneficiaries of
the B&J Cadzow Family Trust), and have the power to exercise the right to
vote or dispose of those ordinary shares. Brian John Cadzow, Julie Ann Cadzow
and Peter Allen Lewis as Trustees of the B&J Cadzow Family Trust are parties
to a Restricted Security Agreement dated 2 July 2014 pursuant to which they
have undertaken, without the prior written approval of each non-interested
Vista director, Vista and NZX not to sell, transfer, assign or otherwise
dispose of the legal or beneficial ownership of the shares in Vista held by
them at the date of this notice for the period from the date of listing on
the NZSX until the first day after announcement to NZX of the preliminary
financial announcement of Vista Group International Limited's financial
results in respect of the year ended 31 December 2015. These restrictions do
not apply if a partial or full offer is made under the Takeovers Code for
Shares during the Restricted Period. Each of the Restricted Shareholders are
also permitted to grant a security interest in favour of any bona fide lender
to the Restricted Shareholder.
Pursuant to the terms of the Restricted Security agreement, Brian John
Cadzow's, Julie Ann Cadzow's and Peter Allen Lewis's interest in the ordinary
shares is qualified.
A copy of the Restricted Security Agreement is attached (46 pages)

For that relevant interest,--

(a) number held in class: 6,482,875
(b) percentage held in class: 8.12 percent
(c) current registered holder(s) of securities:
     Brian John Cadzow, Julie Ann Cadzow and Peter Allen Lewis
 (d) registered holder(s) of securities once transfers registered: N/A

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:
As existing holders of 6,482,875  ordinary shares, Brian John Cadzow, Julie
Ann Cadzow and Peter Allen Lewis as Trustees of the B&J Cadzow Family Trust
became substantial security holders (for the purposes of the Securities
Markets Act 1988) upon those ordinary shares being listed on the NZX Main
Board, which is a registered exchange operated by NZX Limited.

Additional information

Nature of connection between substantial security holders: N/A
Address(es) of substantial security holder(s):
10 Kohu Road, Titirangi, Auckland, 0604, 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:
Vista Group International Limited

Declaration

I, Brian Cadzow, 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:00253696 For:VGL    Type:SSH        Time:2014-08-11 11:34:09