Ann: SSH: ZEL: SSH Notice - H.R.L Morrison & Co G

• Release Date: 21/08/13 13:38
• Summary: SSH: ZEL: SSH Notice - H.R.L Morrison & Co Group Limited ("MCO")
• Price Sensitive: No
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ZEL
21/08/2013 11:38
SSH

REL: 1138 HRS Z Energy Limited

SSH: ZEL: SSH Notice - H.R.L Morrison & Co Group Limited ("MCO")

DISCLOSURE OF BEGINNING TO HAVE SUBSTANTIAL HOLDING
Section 22, Securities Markets Act 1988

To: NZX Limited
And: Z Energy Limited ("Z Energy")
Date this disclosure made: 21 August 2013

Substantial security holder(s) giving disclosure
Name(s): H.R.L Morrison & Co Group Limited ("MCO")
Contact details: Jason Boyes; Tel: 04 473 2399; Email:
[email protected]

Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary Shares
Summary for: MCO
For this disclosure,--
(a) total number held in class: 160,000,000
(b) total in class: 400,000,000
(c) total percentage held in class: 40%

Details of relevant interests currently in substantial holding
Details for: MCO
Nature of relevant interest(s): Non-beneficial relevant interest pursuant to
section 5(1)(d) of the Securities Markets Act 1988.
For that relevant interest,--
(a) number held in class: 160,000,000
(b) percentage held in class: 40%
(c) current registered holder(s) of securities: Z Energy Holdings Limited

(d) registered holder of securities once transfers registered:  N/A

Details of transactions and events giving rise to person beginning to have
substantial holding
NZSF Aotea Limited ("NZSFA") holds (in its capacity as manager and
administrator of a part of the New Zealand Superannuation Fund) 50% of the
shares in Aotea Energy Holdings Limited ("AEHL").  Infratil Limited
("Infratil") through its wholly-owned subsidiary Infratil Gas Limited, holds
the other 50% of the shares in AEHL.  AEHL, through its wholly-owned
subsidiaries, controls all of the shares in Z Energy Holdings Limited
("ZEHL") which in turn holds shares in Z Energy.
MCO (via its wholly-owned subsidiaries) has a non-beneficial relevant
interest in the shares in Z Energy because it manages both Infratil and
NZSFA's investment in Z Energy pursuant to investment management agreements.
In each case, MCO's relevant interest arises under section 5(1)(d) of the
Securities Markets Act 1988, only from the powers of investment contained in
the relevant investment management agreement.

Additional information
Nature of connection between substantial security holders:  Separate
wholly-owned subsidiaries of MCO are party to investment management
agreements with Infratil and NZSFA.  NZSFA and Infratil have effective
control over ZEHL and the shares that ZEHL holds in Z Energy.
Address of substantial security holder:  5 Market Lane, Wellington.
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:  ZEHL, NZSFA and Infratil.

Declaration
I, Jason Boyes, 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:00239984 For:ZEL    Type:SSH        Time:2013-08-21 11:38:19