VIL
20/11/2015 13:20
SSH
NOT PRICE SENSITIVE
REL: 1320 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: 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 giving disclosure
Full name: 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: 5,964,286
(b) total in class: 43,306,618
(c) total percentage held in class: 13.772%
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:
Veritas' buyback of:
563,472 Shares from Dirty Tree Pubs 1 Limited ("DTP1");
331,054 Shares from Dirty Tree Pubs 2 Limited ("DTP2"); and
105,474 Shares from Dirty Tree Pubs 3 Limited ("DTP3"),
on 20 November 2015 pursuant to the Variation and Implementation Agreement
dated 7 May 2015 (as amended by the Deed of Amendment dated 3 September
2015). These Shares were acquired by Veritas for a total aggregate
consideration of $1 and cancelled immediately upon acquisition, resulting in
a decrease of Veritas' substantial holding by more than 1%. The transaction
was approved by ordinary resolution of shareholders at Veritas' Annual
Meeting on 19 November 2015.
Veritas continues to have the power to control the disposition of 5,964,286
Shares held by:
Timothy Burcher, Graham Jackson and Richard Sigley as trustees of the
Marakesh Trust (the "Marakesh Trust") (as to 2,919,235 Shares);
Geoffrey Eamon Tuttle and Carl David Sowter as trustees of the GET Investment
Trust ("GET Investment Trust") (as to 2,385,714 Shares); and
Philip James Clark and Michelle June Harrison as trustees of the Philip Clark
Family Trust ("Philip Clark Family Trust") (as to 659,337 Shares),
pursuant to the Lock Up Deed dated 28 November 2014 (as amended by the Deed
of Amendment dated 3 September 2015), in the manner set out in those
documents and summarised in Veritas' previous substantial product holder
notice of 9 September 2015. Copies of the Lock Up Deed and the Deed of
Amendment were attached to Veritas' substantial product holder notices of 9
September 2015.
Details after relevant event
Details for Veritas
Nature of relevant interest: Power to control the disposition of Shares
For that relevant interest,--
(a) number held in class: 5,964,286
(b) percentage held in class: 13.772%
(c) current registered holders: 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 holders once transfers are registered: 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 of substantial product holder: 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 and Geoff Tuttle.
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:00273820 For:VIL Type:SSH Time:2015-11-20 13:20:20
