Ann: SSH: VGL: SSH Notice - (Holdaway & Geary Trust)

• Release Date: 11/08/14 11:34
• Summary: SSH: VGL: SSH Notice - (Holdaway & Geary 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 - (Holdaway & Geary 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): Murray Lawrence Holdaway, Helen Rachel Geary and Stephen John
McDonald as Trustees of the Holdaway and Geary Trust
Contact details:  50 St Marys Road, Saint Marys Bay, Auckland, 1011, New
Zealand email [email protected];  ph 021 779 791
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 Murray Lawrence Holdaway, Helen Rachel Geary and Stephen John
McDonald as Trustees of the Holdaway and Geary Trust

For this disclosure,--

(a) total number held in class: 9,353,862
(b) total in class: 79,813,089
(c) total percentage held in class: 11.72%

Details of relevant interests currently in substantial holding

Details for Murray Lawrence Holdaway, Helen Rachel Geary and Stephen John
McDonald as Trustees of the Holdaway and Geary Trust:
Nature of relevant interest(s):
Murray Lawrence Holdaway, Helen Rachel Geary and Stephen John McDonald as
Trustees of the Holdaway and Geary Trust are the registered holders and
beneficial owners of 9,353,862 ordinary shares (which they hold on trust for
the beneficiaries of the Holdaway and Geary Trust), and have the power to
exercise the right to vote or dispose of those ordinary shares. Murray
Lawrence Holdaway, Helen Rachel Geary and Stephen John McDonald as Trustees
of the Holdaway and Geary 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, Murray Lawrence
Holdaway's, Helen Rachel Geary's and Stephen John McDonald'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: 9,353,862
(b) percentage held in class: 11.72 percent
(c) current registered holder(s) of securities: Murray Lawrence Holdaway,
Helen Rachel Geary and Stephen John McDonald
(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 9,353,862 ordinary shares, Murray Lawrence Holdaway,
Helen Rachel Geary and Stephen John McDonald as Trustees of the Holdaway and
Geary 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):
50 St Marys Road, Saint Marys Bay, Auckland, 1011
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, Murray Holdaway, 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:00253698 For:VGL    Type:SSH        Time:2014-08-11 11:34:43