VIL
02/02/2015 08:58
SSH
NOT PRICE SENSITIVE
REL: 0858 HRS Veritas Investments Limited
SSH: VIL: SSH Notice - Michael Morton No.2 Family Trust
DISCLOSURE OF MOVEMENT OF 1% OR MORE IN SUBSTANTIAL HOLDING OR CHANGE IN
NATURE OF RELEVANT INTEREST, OR BOTH
Sections 277 and 278, Financial Markets Conduct Act 2013
To: NZX LIMITED
and
To: VERITAS INVESTMENTS LIMITED
Relevant event being disclosed: Change in the nature of relevant interest
Date of relevant event: 31 January 2015
Date this disclosure made: 31 January 2015
Date last disclosure made: 8 May 2013
Substantial product holder(s) giving disclosure
Full name(s): Michael John Morton and WBM Trustee Limited as trustees of the
Michael Morton No.2 Family Trust
Summary of substantial holding
Class of quoted voting products: Ordinary Shares
Summary for Michael Morton and WBM Trustee Limited as trustees of the Michael
Morton No.2 Family Trust:
For this disclosure,--
(a) total number held in class: 15,384,615
(b) total in class: 44,306,618
(c) total percentage held in class: 34.72%
For last disclosure,--
(a) total number held in class: 15,384,615
(b) total in class: 36,907,549
(c) total percentage held in class: 41.68%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
Amalgamation of two companies owned by Michael John Morton and WBM Trustee
Limited as trustees of the Michael Morton No.2 Family Trust (directly for
Wilmat Holdings Limited and indirectly for MBH Limited) resulting in a change
in the nature of the trustees' relevant interest in listed voting securities.
MBH Limited and its sole shareholder and parent company Wilmat Holdings
Limited (the shares for which are 100% owned by the trustees) amalgamated as
part of a group restructuring with Wilmat Holdings Limited continuing as the
amalgamated company. The amalgamation took place on 31 January 2015. Prior
to the amalgamation, MBH Limited was the holder of 15,384,615 shares in
Veritas Investments Limited. After the amalgamation, the amalgamated entity,
Wilmat Holdings Limited, is the new holder of the 15,384,615 shares. There
was no cash consideration paid as Wilmat Holdings Limited's holding of the
shares took place as a consequence of the amalgamation (and a separate
transfer of shares did not occur). No relevant agreement is required to be
attached pursuant to Regulation 139.
Details after relevant event
Details for Michael Morton and WBM Trustee Limited as trustees of the Michael
Morton No.2 Family Trust (Trust)
Nature of relevant interest(s): Deemed relevant interest arising from being
the joint sole shareholder of Wilmat Holdings Limited, the holder of the
shares. No relevant agreements are required to be attached pursuant to
regulation 139.
For that relevant interest,--
(a) number held in class: 15,384,615
(b) percentage held in class: 34.72%
(c) current registered holder(s): MBH Limited
(d) registered holder(s) once transfers are registered: Wilmat Holdings
Limited
Additional information
Address of substantial product holder(s): c/- Milne Maingay Chartered
Accountants, 2nd Floor, 15b Vestey Drive, Mt Wellington, Auckland
Contact details: Tamara Liebman, Jackson Russell Lawyers, PO Box 3451,
Auckland 1140 Tel: (09) 303 3849, Email: [email protected]
Nature of connection between substantial product holders: Co-trustees of the
Michael Morton No.2 Family Trust
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Financial Markets Conduct Act 2013 in
relation to the financial products to which this disclosure relates: MBH
Limited and Wilmat Holdings Limited
Disclosure has effect for purposes of directors' and senior managers'
disclosure
Michael John Morton is also a Director of Veritas Investments Limited. This
disclosure also constitutes disclosure for the purposes of the directors' and
senior managers' disclosure obligations.
Certification
I, Michael John Morton, certify 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:00260209 For:VIL Type:SSH Time:2015-02-02 08:58:27