disclosure of beginning to have substantial holding ... · disclosure of beginning to have...

34
16603426_1.DOCX Disclosure of beginning to have substantial holding Section 22, Securities Markets Act 1988 To NZX Limited And Serko Limited (Serko) Date this disclosure made: 24 June 2014 Substantial security holder giving disclosure Name: Serko Limited Contact details: Sarah Miller, +64 9 309 4754, [email protected] Date on which substantial security holder began to have substantial holding: 24 June 2014 Summary of substantial holding to which disclosure relates Class of listed voting securities: Ordinary shares in Serko (Shares) with security code SKO Summary for Serko Limited For this disclosure,— (a) total number held in class: 42,012,181 (b) total in class: 61,375,818 (c) total percentage held in class: 68.451% Details of relevant interests currently in substantial holding Details for Serko Limited Nature of relevant interests: Serko Limited has the power to control the disposition of 42,012,181 Shares (the Embargoed Shares) pursuant to a deed of embargo dated 20 May 2014 with various shareholders (the Embargoed Shareholders) (the Deed of Embargo) under which the Embargoed Shareholders agree and undertake not to sell or otherwise dispose of their respective Embargoed Shares until the date falling two business days after Serko makes a preliminary announcement for the financial year ending 31 March 2016 or 31 March 2015, as the case may be (depending on the identity of the relevant Embargoed Shareholder) (the Embargo Period). These restrictions do not apply if a partial or full offer is made under the Takeovers Code for Shares during the Embargo Period. Each Embargoed Shareholder is also permitted to create, or agree to create, a security interest over or in respect of its Embargoed Shares in favour of a registered bank or other similar recognized lending institution. A copy of the Deed of Embargo is attached to this notice (32 pages). For that relevant interest,— (a) number held in class: 42,012,181 (b) percentage held in class: 68.451% (c) current registered holders of securities: Darrin Grafton and Geoffrey Hosking as trustees of the Grafton-Howe Family Trust No. 2, Robert Shaw, Sarah Shaw and Geoffrey Hosking as trustees of the Ripon Trust, Simon Botherway and MSH Trustee (Arrow) Limited as trustees of the Arrow Trust, Simon Botherway, Claudia Batten, Clyde McConaghy as trustee of the Portofino Trust, Tim Bluett, Donna Bailey and Geoffrey Hosking as trustees of the Donna Bailey Trust, Sherie Hammond, Philip Ball, Robert Hawker, Michael Thorburn, Joanne Phipps, Tracey Shorter, John Challis and Geoffrey Hosking as trustees of the Challis Holdings Trust, Thomas Stanley, Adam DeBaugh, Paul Turner and Geoffrey Hosking as trustees of the Black Rock Trust, Carolyn Colbey and Geoffrey Hosking as trustees of the Carolyn Colbey Trust, Dicky Pereira, Susan Woolley, David White, Tania Carmignani, Mark Prins, Michael Witt, Denice Hawker, Sandra

Upload: trinhhanh

Post on 09-Sep-2018

216 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise

16603426_1.DOCX

Disclosure of beginning to have substantial holding Section 22, Securities Markets Act 1988

To NZX Limited

And Serko Limited (Serko)

Date this disclosure made: 24 June 2014

Substantial security holder giving disclosure

Name: Serko Limited

Contact details: Sarah Miller, +64 9 309 4754, [email protected]

Date on which substantial security holder began to have substantial holding: 24 June 2014

Summary of substantial holding to which disclosure relates

Class of listed voting securities: Ordinary shares in Serko (Shares) with security code SKO

Summary for Serko Limited

For this disclosure,—

(a) total number held in class: 42,012,181

(b) total in class: 61,375,818

(c) total percentage held in class: 68.451%

Details of relevant interests currently in substantial holding

Details for Serko Limited

Nature of relevant interests: Serko Limited has the power to control the disposition of 42,012,181 Shares (the Embargoed Shares) pursuant to a deed of embargo dated 20 May 2014 with various shareholders (the Embargoed Shareholders) (the Deed of Embargo) under which the Embargoed Shareholders agree and undertake not to sell or otherwise dispose of their respective Embargoed Shares until the date falling two business days after Serko makes a preliminary announcement for the financial year ending 31 March 2016 or 31 March 2015, as the case may be (depending on the identity of the relevant Embargoed Shareholder) (the Embargo Period). These restrictions do not apply if a partial or full offer is made under the Takeovers Code for Shares during the Embargo Period. Each Embargoed Shareholder is also permitted to create, or agree to create, a security interest over or in respect of its Embargoed Shares in favour of a registered bank or other similar recognized lending institution.

A copy of the Deed of Embargo is attached to this notice (32 pages).

For that relevant interest,—

(a) number held in class: 42,012,181

(b) percentage held in class: 68.451%

(c) current registered holders of securities: Darrin Grafton and Geoffrey Hosking as trustees of the Grafton-Howe Family Trust No. 2, Robert Shaw, Sarah Shaw and Geoffrey Hosking as trustees of the Ripon Trust, Simon Botherway and MSH Trustee (Arrow) Limited as trustees of the Arrow Trust, Simon Botherway, Claudia Batten, Clyde McConaghy as trustee of the Portofino Trust, Tim Bluett, Donna Bailey and Geoffrey Hosking as trustees of the Donna Bailey Trust, Sherie Hammond, Philip Ball, Robert Hawker, Michael Thorburn, Joanne Phipps, Tracey Shorter, John Challis and Geoffrey Hosking as trustees of the Challis Holdings Trust, Thomas Stanley, Adam DeBaugh, Paul Turner and Geoffrey Hosking as trustees of the Black Rock Trust, Carolyn Colbey and Geoffrey Hosking as trustees of the Carolyn Colbey Trust, Dicky Pereira, Susan Woolley, David White, Tania Carmignani, Mark Prins, Michael Witt, Denice Hawker, Sandra

Page 2: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise

16603426_1.DOCX

Lochhead, John Kubiak, Gerard Nielsen and Geoffrey Hosking as trustees of the Bai-Nielsen Family Trust and Lorelle Church

(d) registered holder(s) of securities once transfers registered: Not applicable

Details of transactions and events giving rise to person beginning to have substantial holding

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

Serko Limited became a substantial security holder upon it listing on the NZX Main Board, which is a registered exchange operated by NZX Limited.

Additional information

Nature of connection between substantial security holder: Not applicable.

Address of substantial security holder: Unit 14d, 125 The Strand, Parnell, Auckland

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: Darrin Grafton as to 13,907,604 Embargoed Shares, Robert Shaw and Sarah Shaw as to 12,370,010 Embargoed Shares and Geoffrey Hosking as to 27,982,656 Embargoed Shares.

Declaration

I, Sarah Miller, 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.

Page 3: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 4: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 5: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 6: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 7: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 8: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 9: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 10: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 11: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 12: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 13: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 14: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 15: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 16: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 17: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 18: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 19: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 20: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 21: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 22: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 23: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 24: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 25: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 26: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 27: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 28: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 29: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 30: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 31: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 32: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 33: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise
Page 34: Disclosure of beginning to have substantial holding ... · Disclosure of beginning to have substantial holding Section 22, Securities Markets ... code SKO Summary for ... giving rise