VIL
09/09/2015 16:47
SSH
NOT PRICE SENSITIVE
REL: 1647 HRS Veritas Investments Limited
SSH: VIL: SSH Notice - Veritas Investments Limited
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 (Veritas)
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 9 September 2015
Date this disclosure made: 9 September 2015
Date last disclosure made: 28 November 2014
Substantial product holder(s) giving disclosure
Full name(s): Veritas Investments Limited
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Veritas ("Shares") with
security code VIL
Summary for Veritas
For this disclosure,--
(a) total number held in class: 6,964,286
(b) total in class: 44,306,618
(c) total percentage held in class: 15.718%
For last disclosure,--
(a) total number held in class: 6,964,286
(b) total in class: 44,306,618
(c) total percentage held in class: 15.718%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
On 3 September 2015, Veritas entered into a deed of amendment ("Deed of
Amendment"), which amends a lock up deed entered into on 28 November 2014
("Lock Up Deed"). On 9 September 2015, Dirty Tree Pubs 1 Limited ("DTP1"),
Dirty Tree Pubs 2 Limited ("DTP2") and Dirty Tree Pubs 3 Limited ("DTP3")
undertook the following in specie distribution transactions:
o 1,680,353 Shares by DTP1 to Timothy Burcher, Graham Jackson and
Richard Sigley as trustees of the Marakesh Trust ("Marakesh Trust");
o 987,251 Shares by DTP2 to the Marakesh Trust;
o 251,631 Shares by DTP3 to the Marakesh Trust;
o 1,344,283 Shares by DTP1 to Geoffrey Eamon Tuttle and Carl David
Sowter as trustees of the GET Investment Trust ("GET Investment Trust");
o 789,800 Shares from DTP2 to the GET Investment Trust;
o 251,631 Shares from DTP3 to the GET Investment Trust;
o 336,071 Shares by DTP1 to Philip James Clark and Michelle June
Harrison as trustees of the Philip Clark Family Trust ("Philip Clark Family
Trust");
o 197,450 Shares by DTP2 to the Philip Clark Family Trust; and
o 125,816 Shares by DTP3 to the Philip Clark Family Trust.
After these transactions:
o DTP1 continues to hold 563,472 Shares;
o DTP2 continues to hold 331,054 Shares; and
o DTP3 continues to hold 105,474 Shares.
Through a combination of the Deed of Amendment and the Lock Up Deed:
o the Marakesh Trust has undertaken not to sell, transfer or otherwise
dispose of:
o 1,136,229 Shares until 29 August 2015;
o 1,136,229 Shares until 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
o 646,777 Shares until 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;
o the GET Investment Trust has undertaken not to sell, transfer or
otherwise dispose of:
o 928,572 Shares until 29 August 2015;
o 928,572 Shares until 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
o 528,570 Shares until 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;
o the Philip Clark Family Trust has undertaken not to sell, transfer or
otherwise dispose of:
o 256,628 Shares until 29 August 2015;
o 256,628 Shares until 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
o 146,081 Shares until 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; and
o DTP1, DTP2 and DTP3 have undertaken not to sell, transfer or
otherwise dispose of any of the 1,000,000 Shares intended to be bought back
by Veritas subject to shareholder approval (which is intended to be sought at
the next annual general meeting of Veritas).
A copy of each of the Deed of Amendment (18 pages) and the Lock Up Deed (7
pages) is attached to this notice.
Details after relevant event
Details for Veritas
Nature of relevant interest(s): Power to control the disposition of 6,964,286
Shares by DTP1 (as to 563,472 Shares), DTP2 (as to 331,054 Shares), DTP3 (as
to 105,474 Shares), the Marakesh Trust (as to 2,919,235 Shares), the GET
Investment Trust (as to 2,385,714 Shares) and the Philip Clark Family Trust
(as to 659,337 Shares) pursuant to the Deed of Amendment and the Lock Up Deed
For that relevant interest,--
(a) number held in class: 6,964,286
(b) percentage held in class: 15.718%
(c) current registered holder(s): DTP1 (as to 563,472 Shares), DTP2 (as
to 331,054 Shares), DTP3 (as to 105,474 Shares), the Marakesh Trust (as to
2,919,235 Shares), the GET Investment Trust (as to 2,385,714 Shares) and the
Philip Clark Family Trust (as to 659,337 Shares)
(d) registered holder(s) once transfers are registered: DTP1 (as to
563,472 Shares), DTP2 (as to 331,054 Shares), DTP3 (as to 105,474 Shares),
the Marakesh Trust (as to 2,919,235 Shares), the GET Investment Trust (as to
2,385,714 Shares) and the Philip Clark Family Trust (as to 659,337 Shares)
Additional information
Address(es) of substantial product holder(s): Ground Floor, Building B, 95
Ascot Avenue, Greenlane, Auckland 1051
Contact details: Tim Cook | 021 764 401 | [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: The
Marakesh Trust, the GET Investment Trust, Richard Sigley, Geoff Tuttle, DTP1,
DTP2 and DTP3
Certification
I, Timothy John Cook, 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:00269887 For:VIL Type:SSH Time:2015-09-09 16:47:09
