VIL
09/09/2015 16:56
SSH
NOT PRICE SENSITIVE
REL: 1656 HRS Veritas Investments Limited
SSH: VIL: SSH Notice - Trustees of the GET Investment Trust
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Veritas Investments Limited (Veritas)
Date this disclosure made: 9 September 2015
Date on which substantial holding began: 9 September 2015
Substantial product holder(s) giving disclosure
Full name(s): Geoffrey Eamon Tuttle and Carl David Sowter as trustees of the
GET Investment Trust (the GET Investment Trust)
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Veritas (Shares) with
security code VIL
Summary for the GET Investment Trust
For this disclosure,--
(a) total number held in class: 3,385,714
(b) total in class: 44,306,618
(c) total percentage held in class: 7.642%
Details of relevant interests
Details for the GET Investment Trust
Nature of relevant interest(s): the GET Investment Trust is the registered
holder and beneficial owner of 2,385,714 Shares (the Consideration Shares).
On 3 September 2015, the GET Investment Trust entered into deed of amendment
with Veritas (the Deed of Amendment) which, inter alia, amends a lock up deed
entered into with Veritas on 28 November 2014 (the Lock Up Deed). Through a
combination of the Deed of Amendment and the Lock Up Deed, the GET Investment
Trust undertakes not to sell, transfer or otherwise dispose of any of the
Consideration Shares until:
- in relation to 928,572 Consideration Shares, 29 August 2015;
- in relation to 928,572 Consideration Shares, 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 528,570 Consideration Shares, 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 Deed of Amendment and the Lock Up Deed, the
interest of the GET Investment Trust in the Consideration Shares is
qualified. A copy of each of the Deed of Amendment (18 pages) and the Lock
Up Deed (7 pages) is attached to this notice.
For that relevant interest,--
(a) number held in class: 2,385,714
(b) percentage held in class: 5.385%
(c) current registered holder(s): the GET Investment Trust
(d) registered holder(s) once transfers are registered: the GET
Investment Trust
Nature of relevant interest(s): the GET Investment Trust has the power to
exercise the right to vote attached to 20% or more of the voting products of
Dirty Tree Pubs 1 Limited (DTP1) and, accordingly, has a relevant interest in
563,472 Shares in respect of which DTP1 is the registered holder and
beneficial owner (the Remaining DTP1 Shares). Through a combination of the
Deed of Amendment and the Lock Up Deed, DTP1 undertakes not to sell, transfer
or otherwise dispose of any of the Remaining DTP1 Shares other than pursuant
to a share buyback proposed to be undertaken by Veritas.
Pursuant to the terms of the Deed of Amendment and the Lock Up Deed, the
interest of DTP1 in the Remaining DTP1 Shares is qualified. A copy of each
of the Deed of Amendment (18 pages) and the Lock Up Deed (7 pages) is
attached to this notice.
For that relevant interest,--
(a) number held in class: 563,472
(b) percentage held in class: 1.272%
(c) current registered holder(s): DTP1
(d) registered holder(s) once transfers are registered: DTP1
Nature of relevant interest(s): the GET Investment Trust has the power to
exercise the right to vote attached to 20% or more of the voting products of
Dirty Tree Pubs 2 Limited (DTP2) and, accordingly, has a relevant interest in
331,054 Shares in respect of which DTP2 is the registered holder and
beneficial owner (the Remaining DTP2 Shares). Through a combination of the
Deed of Amendment and the Lock Up Deed, DTP2 undertakes not to sell, transfer
or otherwise dispose of any of the Remaining DTP2 Shares other than pursuant
to a share buyback proposed to be undertaken by Veritas.
Pursuant to the terms of the Deed of Amendment and the Lock Up Deed, the
interest of DTP2 in the Remaining DTP2 Shares is qualified. A copy of each
of the Deed of Amendment (18 pages) and the Lock Up Deed (7 pages) is
attached to this notice.
For that relevant interest,--
(a) number held in class: 331,054
(b) percentage held in class: 0.747%
(c) current registered holder(s): DTP2
(d) registered holder(s) once transfers are registered: DTP2
Nature of relevant interest(s): the GET Investment Trust has the power to
exercise the right to vote attached to 20% or more of the voting products of
Dirty Tree Pubs 3 Limited (DTP3) and, accordingly, has a relevant interest in
105,474 Shares in respect of which DTP3 is the registered holder and
beneficial owner (the Remaining DTP3 Shares and, together with the Remaining
DTP1 Shares and the Remaining DTP2 Shares, the Total Remaining DTP Shares).
Through a combination of the Deed of Amendment and the Lock Up Deed, DTP3
undertakes not to sell, transfer or otherwise dispose of any of the Remaining
DTP3 Shares other than pursuant to a share buyback proposed to be undertaken
by Veritas.
Pursuant to the terms of the Deed of Amendment and the Lock Up Deed, the
interest of DTP3 in the Remaining DTP3 Shares is qualified. A copy of each
of the Deed of Amendment (18 pages) and the Lock Up Deed (7 pages) is
attached to this notice.
For that relevant interest,--
(a) number held in class: 105,474
(b) percentage held in class: 0.238%
(c) current registered holder(s): DTP3
(d) registered holder(s) once transfers are registered: DTP3
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
In specie distribution of 1,344,283 Consideration Shares by DTP1 to the GET
Investment Trust (as one of DTP1's shareholders) on 9 September 2015.
In specie distribution of 789,800 Consideration Shares by DTP2 to the GET
Investment Trust (as one of DTP2's shareholders) on 9 September 2015.
In specie distribution of 251,631 Consideration Shares by DTP3 to the GET
Investment Trust (as one of DTP3's shareholders) on 9 September 2015.
Additional information
Address(es) of substantial product holder(s):
3/9 Elam Street, Parnell, Auckland 1052, New Zealand
Contact details: Geoffrey Tuttle, 021 335 409, [email protected]
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:
DTP1, DTP2 and DTP3 in respect of the Consideration Shares and the Total
Remaining DTP Shares.
Geoffrey Tuttle in respect of the Consideration Shares and the Total
Remaining DTP Shares.
Richard Sigley in respect of the Total Remaining DTP Shares.
Certification
I, Geoffrey Eamon Tuttle, 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:00269890 For:VIL Type:SSH Time:2015-09-09 16:56:31
