Ann: SSH: VGL: SSH Notice - (Vista Group International Limited)

• Release Date: 11/08/14 16:50
• Summary: SSH: VGL: SSH Notice - (Vista Group International Limited)
• Price Sensitive: No
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					VGL
11/08/2014 16:50
SSH

REL: 1650 HRS Vista Group International Limited

SSH: VGL: SSH Notice - (Vista Group International Limited)

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): Vista Group International Limited
Contact details:  Brian Cadzow, Director Finance and Legal, Level 3, 60
Khyber Pass Rd, Newton, Auckland, 1023 , New Zealand , ph 09 984 4576  email
[email protected]
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 Vista Group International Limited

For this disclosure,--

(a) total number held in class: 40,440,010
(b) total in class: 79,813,089
(c) total percentage held in class:  50.67 percent
Details of relevant interests currently in substantial holding
Details for: Vista Group International Limited
Nature of relevant interest(s): Power to control disposal of shares pursuant
to:
- A restricted security agreement dated 2 July 2014 in relation to
37,482,880 shares, between Vista Group International Limited and the parties
described in Schedule One below ("First Restricted Security Agreement", copy
attached, 46 Pages)
- A restricted security agreement dated 31 July in relation to
2,924,790 shares, between Vista Group International Limited and Etco Limited,
WASPP Corporation Limited, Peter Joseph Beguely and Samuel James Beguely
("Second Restricted Security Agreement", copy attached, 6 pages), and
- A restricted security agreement dated  31 July in relation to 32,340
shares, between Vista Group International Limited and Kalman Bekesi ("Third
Restricted Security Agreement", copy attached, 9 pages),
together, each of the parties described above being the" Restricted
Shareholders" and, together, each restricted security agreement described
above being the "Restricted Security Agreements", under which the Restricted
Shareholders have agreed and undertaken, without the prior written approval
of each non-interested Vista director, Vista and NZX, not to sell or
otherwise dispose of Shares in Vista from the date the Shares are first
quoted on the NZX Main Board until:
- In relation to the First Restricted Security Agreement and the Second
Restricted Security Agreement, the first trading day after the date on which
Vista releases to NZX its preliminary announcement of Vista's audited
financial result in respect of the financial year ending 31 December 2015;
and
- In relation to the Third Restricted Security Agreement, the later of
1 April 2016 and the first trading day after the date on which Vista releases
to NZX its preliminary announcement of Vista's audited financial result in
respect of the financial year ending 31 December 2015.
(the "Restricted Periods").
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.

For that relevant interest,--

(a) number held in class:  40,440,010
(b) percentage held in class: 50.67   percent
(c) current registered holder(s) of securities: Each of the shareholders
of Vista Group International Limited described in Schedule One.
(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:
Vista Group International Limited became a substantial security holder,
pursuant to the terms of the Restricted Security Agreements,  upon it listing
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): Level 3, 60 Khyber Pass Rd,
Newton, Auckland, 1023 , New Zealand , ph 09 984 4576

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: ?The persons indicated (by *) in the attached
Schedule.

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.

SCHEDULE ONE
[as attached]
End CA:00253709 For:VGL    Type:SSH        Time:2014-08-11 16:50:01