VIL
09/09/2015 16:30
SSH
NOT PRICE SENSITIVE
REL: 1630 HRS Veritas Investments Limited
SSH: VIL: SSH Notice - Trustees of the Marakesh 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): Timothy Burcher, Graham Jackson and Richard Sigley as trustees
of the Marakesh Trust (the Marakesh Trust)
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Veritas (Shares) with
security code VIL
Summary for the Marakesh Trust
For this disclosure,--
(a) total number held in class: 3,919,235
(b) total in class: 44,306,618
(c) total percentage held in class: 8.846%
Details of relevant interests
Details for the Marakesh Trust
Nature of relevant interest(s): the Marakesh Trust is the registered holder
and beneficial owner of 2,919,235 Shares (the Consideration Shares). On 3
September 2015, the Marakesh 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 Marakesh Trust
undertakes not to sell, transfer or otherwise dispose of any of the
Consideration Shares until:
- in relation to 1,136,229 Consideration Shares, 29 August 2015;
- in relation to 1,136,229 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 646,777 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 Marakesh 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: 2,919,235
(b) percentage held in class: 6.589%
(c) current registered holder(s): the Marakesh Trust
(d) registered holder(s) once transfers are registered: the Marakesh
Trust
Nature of relevant interest(s): the Marakesh 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 Marakesh 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 Marakesh 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 1,680,353 Consideration Shares by DTP1 to the
Marakesh Trust (as one of DTP1's shareholders) on 9 September 2015.
In specie distribution of 987,251 Consideration Shares by DTP2 to the
Marakesh Trust (as one of DTP2's shareholders) on 9 September 2015.
In specie distribution of 251,631 Consideration Shares by DTP3 to the
Marakesh Trust (as one of DTP3's shareholders) on 9 September 2015.
Additional information
Address(es) of substantial product holder(s):
3 Masons Avenue, Herne Bay, Auckland 1011, New Zealand
Contact details: Richard Sigley, 021 717 132, [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.
Richard Sigley in respect of the Consideration Shares and the Total Remaining
DTP Shares.
Geoffrey Tuttle in respect of the Total Remaining DTP Shares.
Certification
I, Richard Christopher Guy Sigley, 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:00269884 For:VIL Type:SSH Time:2015-09-09 16:30:59
