Ann: SSH: ZEL: SSH Notice - Infratil & Aotea Ener

• Release Date: 28/02/14 18:54
• Summary: SSH: ZEL: SSH Notice - Infratil & Aotea Energy Investments Limited
• Price Sensitive: No
• Download Document  5.31KB

					ZEL
28/02/2014 16:54
SSH

REL: 1654 HRS Z Energy Limited

SSH: ZEL: SSH Notice - Infratil & Aotea Energy Investments Limited

Securities Markets (Substantial Security Holders) Regulations 2007

FORM 2
(Sections 23 and 24, Securities Markets Act 1988)

DISCLOSURE OF MOVEMENT OF 1% OR MORE IN SUBSTANTIAL HOLDING

Relevant event being disclosed:  Movement of 1% or more in substantial
holding

Date of relevant event:  28 February 2014

To:    NZX Limited ("NZX")
And:    Z Energy Limited ("Z Energy")

Date this disclosure made:    28 February 2014

Date last disclosure made:    21 August 2013

Substantial security holders giving disclosure

Name:
Aotea Energy Investments Limited

Contact details:   Jason Boyes
Tel: 04 473 2399
Email: [email protected]

Name:
Infratil Limited

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 in Z Energy

Summary for:    Aotea Energy Investments Limited

For this disclosure,--
(a) total number held in class:   80,000,000
(b) total in class: 400,000,000
(c) total percentage held in class:  20%

For last disclosure,--
(a) total number held in class:   160,000,000
(b) total in class: 400,000,000
(c) total percentage held in class:  40%

Summary for:    Infratil Limited

For this disclosure,--
(a) total number held in class:   80,000,000
(b) total in class: 400,000,000
(c) total percentage held in class:  20%

For last 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 transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure under the
instructions to this form:

Infratil Limited ("Infratil") and the Guardians of New Zealand Superannuation
have, with effect on and from 28 February 2014, restructured the manner in
which they hold their investment in Z Energy, such that they each have
beneficial control over a 20% interest in Z Energy rather than holding a 40%
interest in Z Energy jointly through an incorporated joint venture (the
"Holding Split").

Prior to the Holding Split, Infratil (through its wholly-owned subsidiary,
Infratil Gas Limited ("Infratil Gas")) and NZSF Aotea Limited ("NZSFA") (in
its capacity as manager and administrator of a part of the New Zealand
Superannuation Fund) jointly held beneficial control over 40% of the issued
shares in Z Energy by each holding 50% of the shares in Aotea Energy Holdings
Limited ("AEHL").  AEHL, through its wholly-owned subsidiaries, held 100% of
the shares in Aotea Energy Investments Limited ("AEIL") (previously Z Energy
Holdings Limited) which in turn held 40% of the issued shares in Z Energy.
H.R.L Morrison and Co Group Limited ("MCO") (via its wholly-owned
subsidiaries) manages both Infratil and NZSFA's investment in Z Energy
pursuant to investment management agreements.

To effect the Holding Split, the following occurred simultaneously: (i) NZSFA
sold its shares in AEHL (and thereby its beneficial ownership of the shares
in Z Energy held by AEIL) to Infratil Gas and (ii) AEIL sold 50% of the
shares that it held in Z Energy to NZSFA.

Accordingly, each of Infratil and NZSFA have separate control of 20% of the
issued shares in Z Energy.  MCO continues to manage both Infratil's
investment and NZSFA's investment in Z Energy, through separate management
agreements with each of them.

Details of relevant interests in substantial holding after relevant event

Details for:
Aotea Energy Investments Limited

Nature of relevant interest:  Registered holder of ordinary shares in Z
Energy.

For that relevant interest,--
(a) number held in class:     80,000,000
(b) percentage held in class:  20%
(c) current registered holder of securities:  Aotea Energy Investments
Limited
(d) registered holder of securities once
transfers registered:  N/A

Details for:
Infratil Limited

Nature of relevant interest:  Infratil is the ultimate beneficial owner of,
and has the power through its wholly-owned subsidiaries to control the
exercise of a right to vote attached to, the ordinary shares in Z Energy
which are held by AEIL.

For that relevant interest,--
(a) number held in class:     80,000,000
(b) percentage held in class:  20%
(c) current registered holder of securities:  Aotea Energy Investments
Limited
(d) registered holder of securities once
transfers registered:  N/A

Additional information

Nature of connection between substantial security holders:

 AEIL is the registered holder of shares in Z Energy.  Infratil has effective
control over AEIL and the shares that AEIL holds in Z Energy.

Addresses of substantial security holders:
(a) Aotea Energy Investments Limited: 5 Market Lane, Wellington, 6011, New
Zealand
(b) Infratil Limited: 5 Market Lane, Wellington, 6011, New Zealand
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Securities Markets Act 1988 in relation to
the securities to which this disclosure relates:   NZSF Aotea Limited

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:00247696 For:ZEL    Type:SSH        Time:2014-02-28 16:54:35