VIL
28/11/2014 17:09
SSH
NOT PRICE SENSITIVE
REL: 1709 HRS Veritas Investments Limited
SSH: VIL: SSH Notice - Veritas Investments Limited
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): Veritas Investments Limited
Contact details: Mark Darrow, +64 21 888 858,
[email protected]
Date on which substantial security holder 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 Veritas
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 Veritas
Nature of relevant interest: Power to control the disposition of 6,964,286
Shares held by Danny Doolans Limited (now called Dirty Tree Pubs 1 Limited),
O'Hagans Limited (now called Dirty Tree Pubs 2 Limited) and The Better Bar
Company Limited (now called Dirty Tree Pubs 3 Limited) (the Consideration
Shares) under the lock-up deed dated 28 November 2014 between those companies
and Veritas (the Lock Up Deed).
Under the Lock Up Deed, each of Dirty Tree Pubs 1 Limited, Dirty Tree Pubs 2
Limited and Dirty Tree Pubs 3 Limited undertakes to Veritas that it will 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.
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:
Danny Doolans Limited: 3,924,179 Shares
O'Hagans Limited: 2,305,555 Shares
The Better Bar Company 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, Veritas, Dirty Tree Pubs 1 Limited, Dirty Tree Pubs 2
Limited and Dirty Tree Pubs 3 Limited (amongst others) entered into an
agreement for sale and purchase of business assets of The Better Bar Group
(the Sale and Purchase Agreement), pursuant to which Veritas agreed to allot
and issue the Consideration Shares to Dirty Tree Pubs 1 Limited, Dirty Tree
Pubs 2 Limited and Dirty Tree Pubs 3 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: Not applicable.
Address(es) of substantial security holder(s):
C/O Collins Asset Management, Level 3, 4 Viaduct Harbour Avenue, Auckland
1010, 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: Dirty Tree Pubs 1 Limited, Dirty Tree Pubs 2 Limited
and Dirty Tree Pubs 3 Limited.
Declaration
I, Mark Charles Darrow, 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:00258281 For:VIL Type:SSH Time:2014-11-28 17:09:55
