Ann: SSH: VGL: SSH Notice - (Trounson Family Trust)

• Release Date: 11/08/14 11:34
• Summary: SSH: VGL: SSH Notice - (Trounson 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 - (Trounson 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): Gregory James Trounson, Donald Mackenzie Gibson and Kathryn Mary Lee
Trounson as Trustees of The Trounson Family Trust.
Contact details:  69a Glenmore Road, Rd 3, Albany, Auckland 0793 ph 021
727797
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 Gregory James Trounson, Donald Mackenzie Gibson and Kathryn Mary
Lee Trounson as Trustees of The Trounson Family Trust.

For this disclosure,--

(a) total number held in class: 4,352,787
(b) total in class: 79,813,089
(c) total percentage held in class: 5.45%
Details of relevant interests currently in substantial holding
Details for Gregory James Trounson, Donald Mackenzie Gibson and Kathryn Mary
Lee Trounson as Trustees of The Trounson Family Trust

Nature of relevant interest(s):
Gregory James Trounson, Donald Mackenzie Gibson and Kathryn Mary Lee Trounson
as Trustees of The Trounson Family Trust are the registered holders and
beneficial owners of 4,352,787 ordinary shares (which they hold on trust for
the beneficiaries of The Trounson Family Trust) and have the power to
exercise the right to vote or dispose of those ordinary shares. Gregory James
Trounson, Donald Mackenzie Gibson and Kathryn Mary Lee Trounson as Trustees
of The Trounson 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, Gregory James
Trounson's, Donald Mackenzie Gibson's and Kathryn Mary Lee Trounson'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: 4,352,787
(b) percentage held in class: 5.45 percent
(c) current registered holder(s) of securities:

 (d) registered holder(s) of securities once transfers registered: N/A
    Gregory James Trounson, Donald Mackenzie Gibson and Kathryn Mary
Lee Trounson
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 4,352,787 ordinary shares, Gregory James Trounson,
Donald Mackenzie Gibson and Kathryn Mary Lee Trounson as Trustees of The
Trounson 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):
69a Glenmore Road, Rd 3, Albany, Auckland 0793
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, Greg Trounson, 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:00253699 For:VGL    Type:SSH        Time:2014-08-11 11:34:54