VIL
20/11/2015 13:44
SSH
NOT PRICE SENSITIVE
REL: 1344 HRS Veritas Investments Limited
SSH: VIL: SSH Notice - Trustees of the Marakesh 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
Note: This form must be completed in accordance with the instructions at the
end of the form.
To NZX Limited
and
To Veritas Investments Limited (Veritas)
Relevant event being disclosed: Movement of 1% or more in substantial holding
Date of relevant event: 20 November 2015
Date this disclosure made: 20 November 2015
Date last disclosure made: 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: 2,919,235
(b) total in class: 43,306,618
(c) total percentage held in class: 6.741%
For last 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 transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
Share buyback of 563,472 Shares by Veritas from Dirty Tree Pubs 1 Limited
(DTP1) on 20 November 2015 pursuant to a variation and implementation
agreement entered into with Veritas on 7 May 2015 (the Variation Agreement)
(as amended by a deed of amendment entered into with Veritas on 3 September
2015 (the Deed of Amendment)) (Transaction 1). The Marakesh Trust has the
power to exercise the right to vote attached to 20% or more of the voting
products of DTP1 and, accordingly, had a relevant interest in those 563,472
Shares in respect of which DTP1 was the registered holder and beneficial
owner.
Share buyback of 331,054 Shares by Veritas from Dirty Tree Pubs 2 Limited
(DTP2) on 20 November 2015 pursuant to the Variation Agreement (as amended by
the Deed of Amendment) (Transaction 2). The Marakesh Trust has the power to
exercise the right to vote attached to 20% or more of the voting products of
DTP2 and, accordingly, had a relevant interest in those 331,054 Shares in
respect of which DTP2 was the registered holder and beneficial owner.
Share buyback of 105,474 Shares by Veritas from Dirty Tree Pubs 3 Limited
(DTP3) on 20 November 2015 pursuant to the Variation Agreement (as amended by
the Deed of Amendment) (Transaction 3). The Marakesh Trust has the power to
exercise the right to vote attached to 20% or more of the voting products of
DTP3 and, accordingly, had a relevant interest in those 105,474 Shares in
respect of which DTP3 was the registered holder and beneficial owner.
These Shares were acquired by Veritas for a total aggregate consideration of
$1 and cancelled immediately upon acquisition. Transactions 1, 2 and 3 were
approved by ordinary resolution of shareholders at Veritas' Annual Meeting on
19 November 2015.
Details after relevant event
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).
Pursuant to the Deed of Amendment and a lock up deed entered into with
Veritas on 28 November 2014 (the Lock Up Deed), the interest of the Marakesh
Trust in the Consideration Shares is qualified, in the manner set out in
those documents and summarised in the previous disclosure dated 9 September
2015. A copy of each of the Deed of Amendment and the Lock Up Deed was
attached to the previous disclosure dated 9 September 2015.
For that relevant interest,--
(a) number held in class: 2,919,235
(b) percentage held in class: 6.741%
(c) current registered holder(s): no change
(d) registered holder(s) once transfers are registered: no change
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:
Each of Veritas, Richard Sigley, Geoffrey Tuttle, and Geoffrey Eamon Tuttle
and Carl David Sowter as trustees of the GET Investment Trust.
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:00273827 For:VIL Type:SSH Time:2015-11-20 13:44:50
