VIL
01/12/2014 08:31
SSH
NOT PRICE SENSITIVE
REL: 0831 HRS Veritas Investments Limited
SSH: VIL: SSH Notice - Dirty Tree Pubs Limited (1, 2 and 3)
Disclosure of beginning to have substantial holding
Section 22, Securities Markets Act 1988
To: NZX Limited
And: Veritas Investments Limited (Veritas)
Date this disclosure made: 28 November 2014
Substantial security holder(s) giving disclosure
Name(s): Dirty Tree Pubs 1 Limited, Dirty Tree Pubs 2 Limited and Dirty Tree
Pubs 3 Limited
Contact details: Richard Christopher Guy Sigley, 021 717 132,
[email protected]
Date on which substantial security holder(s) began to have substantial
holding: 28 November 2014
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary shares in Veritas (Shares) with
security code VIL
Summary for Dirty Tree Pubs 1 Limited, Dirty Tree Pubs 2 and Dirty Tree Pubs
3 Limited
For this disclosure,--
(a) total number held in class: 6,964,286 Shares
(b) total in class: 44,306,618 Shares
(c) total percentage held in class: 15.718%
Details of relevant interests currently in substantial holding
Details for Dirty Tree Pubs 1 Limited, Dirty Tree Pubs 2 Limited and Dirty
Tree Pubs 3 Limited
Nature of relevant interest: Dirty Tree Pubs 1 Limited, Dirty Tree Pubs 2
Limited and Dirty Tree Pubs 3 Limited are the registered holders and
beneficial owners of 6,964,286 Shares (the Consideration Shares), and have
the power to exercise the right to vote attached to, and to dispose of, the
Consideration Shares. On 28 November 2014, each of Dirty Tree Pubs 1
Limited, Dirty Tree Pubs 2 Limited and Dirty Tree Pubs 3 Limited entered into
a lock-up deed with Veritas (the Lock up Deed) under which it undertakes not
to sell, transfer or otherwise dispose of any of the Consideration Shares
until:
- in relation to the first one third of the Consideration Shares (rounded to
the nearest whole number), the date following the public release of Veritas'
preliminary announcement for the financial year ending 30 June 2015 in
accordance with NZX Main Board Listing Rule 10.3;
- in relation to the second one third of the Consideration Shares (rounded to
the nearest whole number), the date following the public release of Veritas'
preliminary announcement for the financial year ending 30 June 2016 in
accordance with NZX Main Board Listing Rule 10.3; and
- in relation to the last one third of the Consideration Shares (rounded to
the nearest whole number), the date following the public release of Veritas'
preliminary announcement for the financial year ending 30 June 2017 in
accordance with NZX Main Board Listing Rule 10.3.
Pursuant to the terms of the Lock up Deed, the interest of each of Dirty Tree
Pubs 1 Limited, Dirty Tree Pubs 2 Limited and Dirty Tree Pubs 3 Limited in
the Consideration Shares is qualified. A copy of the Lock-up Deed is
attached to this notice (7 pages).
For that relevant interest,--
(a) number held in class: 6,964,286 Shares
(b) percentage held in class: 15.718%
(c) current registered holder(s) of securities:
Dirty Tree Pubs 1 Limited 3,924,179 Shares
Dirty Tree Pubs 2 Limited 2,305,555 Shares
Dirty Tree Pubs 3 Limited 734,552 Shares
(d) registered holder(s) of securities once transfers registered: Not
applicable
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:
On 6 November 2014, each of Danny Doolans Limited (now known as Dirty Tree
Pubs 1 Limited), O'Hagans Limited (now known as Dirty Tree Pubs 2 Limited)
and The Better Bar Company Limited (now known as Dirty Tree Pubs 3 Limited)
entered into an agreement for sale and purchase of business assets of The
Better Bar Group with, amongst others, Veritas (the Sale and Purchase
Agreement), pursuant to which Veritas agreed to allot and issue the
Consideration Shares to Danny Doolans Limited, O'Hagans Limited and The
Better Bar Company Limited in partial satisfaction of the purchase price.
The Consideration Shares were allotted and issued to Dirty Tree Pubs 1
Limited, Dirty Tree Pubs 2 Limited and Dirty Tree Pubs 3 Limited on 28
November 2014, being the date of completion under the Sale and Purchase
Agreement.
Additional information
Nature of connection between substantial security holders: Dirty Tree Pubs 1
Limited, Dirty Tree Pubs 2 Limited and Dirty Tree Pubs 3 Limited are
associates under section 2(2) of the Act.
Address(es) of substantial security holder(s):
Dirty Tree Pubs 1 Limited: 3 Masons Avenue, Herne Bay, Auckland, 1011, New
Zealand
Dirty Tree Pubs 2 Limited: 3 Masons Avenue, Herne Bay, Auckland, 1011, New
Zealand
Dirty Tree Pubs 3 Limited: 3 Masons Avenue, Herne Bay, Auckland, 1011, 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: Veritas.
Declaration
I, Richard Christopher Guy Sigley 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:00258302 For:VIL Type:SSH Time:2014-12-01 08:31:34
