Ann: SSH: ZEL: SSH Notice - Infratil, NZSF Aotea

• Release Date: 21/08/13 13:38
• Summary: SSH: ZEL: SSH Notice - Infratil, NZSF Aotea & Z Energy Holdings
• Price Sensitive: No
• Download Document  6.27KB

					

ZEL
21/08/2013 11:38
SSH

REL: 1138 HRS Z Energy Limited

SSH: ZEL: SSH Notice - Infratil, NZSF Aotea & Z Energy Holdings

DISCLOSURE OF MOVEMENT IN 1% OR MORE IN SUBSTANTIAL HOLDING

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

Date of relevant event:  21 August 2013

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

Date this disclosure made:    21 August 2013

Date last disclosure made:    19 August 2013

Substantial security holders giving disclosure

Name:
Z Energy Holdings Limited

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

Name:
NZSF Aotea Limited as manager and administrator of the New Zealand
Superannuation Fund being property of Her Majesty the Queen in right of New
Zealand and managed by the Guardians of New Zealand Superannuation

Contact details:  David Sara
Tel: 09 373 8969
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:    Z Energy Holdings Limited

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%

For last disclosure,--
(a) total number held in class:   5,000,000
(b) total in class: 5,000,000
(c) total percentage held in class:  100%

Summary for:    NZSF Aotea Limited

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%

For last disclosure,--
(a) total number held in class:   5,000,000
(b) total in class: 5,000,000
(c) total percentage held in class:  100%

Summary for:    Infratil Limited

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%

For last disclosure,--
(a) total number held in class:   5,000,000
(b) total in class: 5,000,000
(c) total percentage held in class:  100%

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:

On 21 August 2013, Z Energy issued 120,682,005 ordinary shares ("Shares") and
Z Energy Holdings Limited ("ZEHL") also sold 119,317,995 Shares (following
subdivisions of its existing Shares), to successful applicants under the
offer made pursuant to an investment statement and prospectus dated 25 July
2013 ("Prospectus").  The consideration paid was $3.50 per Share being, in
aggregate, $422,387,017.50 received by Z Energy and $417,612,982.50 received
by ZEHL.  Following these transactions ZEHL retains a residual holding of
160,000,000 Shares (being 40%).

Details of relevant interests in substantial holding after relevant event

Details for:
Z Energy Holdings Limited

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

For that relevant interest,--
(a) number held in class:     160,000,000
(b) percentage held in class:  40%
(c) current registered holder of securities:  Z Energy Holdings Limited
(d) registered holder of securities once
 transfers registered:   N/A

Details for:
NZSF Aotea Limited

Nature of relevant interest:  Non-beneficial interest pursuant to sections
5(1)(c) and (d) of the Securities Markets Act 1988.  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 ("Infratil Gas"), holds the
other 50% of the shares in AEHL.  AEHL, through its wholly-owned
subsidiaries, controls all of the shares in ZEHL.

As referred to on page 84 of the Prospectus, NZSFA and Infratil Gas are
parties to a shareholders' agreement that governs the relationship between
those parties in respect of their joint interests in Z Energy held by ZEHL
("Shareholders' Agreement").  Under the terms of the Shareholders' Agreement,
NZSFA and Infratil (via Infratil Gas) have the power (jointly) to control the
exercise of a right to vote attached to the ordinary shares in Z Energy which
are held by ZEHL.

A copy of the Shareholders' Agreement was disclosed on 19 August 2013.

For that relevant interest,--
(a) number held in class:     160,000,000
(b) percentage held in class:  40%
(c) current registered holder of securities:  Z Energy Holdings Limited
(d) registered holder of securities once
 transfers registered:   N/A

Details for:
Infratil Limited

Nature of relevant interest:  As the holding company of Infratil Gas which is
a party to the Shareholders' Agreement, Infratil has the power (via Infratil
Gas and jointly with NZSFA) to control the exercise of a right to vote
attached to the ordinary shares in Z Energy which are held by ZEHL.

For that relevant interest,--
(a) number held in class:     160,000,000
(b) percentage held in class:  40%
(c) current registered holder of securities:  Z Energy Holdings Limited
(d) registered holder of securities once
 transfers registered:   N/A

Additional information

Nature of connection between substantial security holders:

ZEHL is the registered holder of shares in Z Energy.  NZSFA and Infratil have
effective control over ZEHL and the shares that ZEHL holds in Z Energy.
NZSFA and Infratil Gas are parties to a Shareholders' Agreement which governs
the relationship between those parties in respect of their joint interests in
Z Energy held by ZEHL.

Addresses of substantial security holders:
(a) Z Energy Holdings Limited: 3 Queens Wharf, Wellington Central, Wellington

(b) NZSF Aotea Limited: Level 12, Zurich House, 21 Queen Street, Auckland
(c) Infratil Limited: 5 Market Lane, Wellington
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:   N/A

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:00239983 For:ZEL    Type:SSH        Time:2013-08-21 11:38:07