Ann: SSH: VGL: SSH Notice - (Wighton Bachler Holdings Trust)

• Release Date: 11/08/14 11:34
• Summary: SSH: VGL: SSH Notice - (Wighton Bachler Holdings 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 - (Wighton Bachler Holdings 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): Bruce Alexander Wighton, Marianne Bachler and Peter John Clarke as
Trustees
 of the Wighton Bachler Holdings Trust
Contact details:  2 Bemrose Place, Howick, Auckland. Ph 021 925269
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 Bruce Alexander Wighton, Marianne Bachler and Peter John Clarke
as Trustees
 of the Wighton Bachler Holdings Trust

For this disclosure,--

(a) total number held in class: 5,415,979
(b) total in class: 79,813,089
(c) total percentage held in class: 6.79%
Details of relevant interests currently in substantial holding
Details for Bruce Alexander Wighton, Marianne Bachler and Peter John Clarke
as Trustees
 of the Wighton Bachler Holdings Trust

Nature of relevant interest(s):
Bruce Alexander Wighton, Marianne Bachler and Peter John Clarke as Trustees
of the Wighton Bachler Holdings Trust are the registered holders and
beneficial owners of 5,415,979 ordinary shares (which they hold on trust for
the beneficiaries of the Wighton Bachler Holdings Trust) and have the power
to exercise the right to vote or dispose of those ordinary shares. Bruce
Alexander Wighton, Marianne Bachler and Peter John Clarke as Trustees of the
Wighton Bachler Holdings 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, Bruce Alexander
Wighton's, Marianne Bachler's and Peter John Clarke'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: 5,415,979
(b) percentage held in class: 6.79 percent
(c) current registered holder(s) of securities:
     Bruce Alexander Wighton, Marianne Bachler and Peter John Clarke
 (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 5,415,979 ordinary shares Bruce Alexander Wighton,
Marianne Bachler and Peter John Clarke as Trustees  of the Wighton Bachler
Holdings 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):
2 Bemrose Place, Howick, Auckland
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, Bruce Wighton, 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:00253697 For:VGL    Type:SSH        Time:2014-08-11 11:34:21