Thursday, 22 February 2018

Announcement

SHINTR: ERD: SPH Notice - Steven Newman and NMC Trustees Limited

12 Dec 2017 11:54NZX
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  EROAD Limited

Relevant event being disclosed: Change of nature of relevant interest

Date of relevant event: 12 December 2017

Date this disclosure made: 12 December 2017

Date last disclosure made: 27 May 2016

Substantial product holder(s) giving disclosure
Full name(s): Steven Newman and NMC Trustees Limited as trustee of the NMC
Investment Trust

Summary of substantial holding
Class of quoted voting products: Ordinary shares in EROAD Limited (NZX Code:
ERD) ("EROAD")

Summary for Steven Newman
For this disclosure,--
(a) total number held in class: 16,008,294
(b) total in class: 61,017,011
(c) total percentage held in class: 26.236%

For last disclosure,--
(a) total number held in class: 16,059,466
(b) total in class: 60,245,660
(c) total percentage held in class: 26.657%

Summary for NMC Trustees Limited as trustee of the NMC Investment Trust
For this disclosure,--
(a) total number held in class: 15,999,194
(b) total in class: 61,017,011
(c) total percentage held in class: 26.221%

For last disclosure,--
(a) total number held in class: 15,999,194
(b) total in class: 60,245,660
(c) total percentage held in class: 26.557%

Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
On 12 December 2017, EROAD entered into an agreement ("Placement and
Underwriting Agreement") with First NZ Capital Securities Limited ("FNZC")
pursuant to which FNZC agreed to act as lead manager and underwriter in
connection with arranging the proposed private placement of approximately $19
million fully paid ordinary shares in EROAD ("Shares") for at least $3.04 per
Share (and to underwrite the placement by acquiring any unsold Shares).

The Shares comprise of:
(a) at least $14 million of new fully paid ordinary shares in EROAD to be
issued by EROAD; and
(b) approximately $5 million of existing fully paid ordinary shares in EROAD
to be sold by NMC Trustees Limited.
A copy of the Placement and Underwriting Agreement (19 pages) is attached to
this notice.

Details after relevant event
Details for Steven Newman
Nature of relevant interest(s): Steven Newman is the holder of 20% or more of
the shares in NMC Trustees Limited and has the power to control dealings and
voting of shares held by NMC Trustees Limited as trustee of the NMC
Investment Trust. As a consequence of the Placement and Underwriting
Agreement, there is a qualification on the power of Steven Newman to dispose
of, or control the disposal of, up to approximately 1,644,737 of NMC Trustee
Limited''s shares in EROAD.

For that relevant interest,--
(a) number held in class: 15,999,194
(b) percentage held in class: 26.221%
(c) current registered holder(s): NMC Trustees Limited
(d) registered holder(s) once transfers are registered: Unknown.
Nature of relevant interest(s): Steven Newman has the power to control the
acquisition or disposal of, and has the power to exercise or to control the
exercise of, a right to vote the shares held by Alexandra Ashley Newman, his
daughter.

For that relevant interest,--
(a) number held in class: 5,700
(b) percentage held in class: 0.009%
(c) current registered holder(s): Alexandra Ashley Newman
(d) registered holder(s) once transfers are registered: N/A.

Nature of relevant interest(s): Steven Newman has the power to control the
acquisition or disposal of, and has the power to exercise or to control the
exercise of, a right to vote the shares held by Henry James Newman, his son.

For that relevant interest,--
(a) number held in class: 3,400
(b) percentage held in class: 0.006%
(c) current registered holder(s): Henry James Newman
(d) registered holder(s) once transfers are registered: N/A.

Details for NMC Trustees Limited as trustee of the NMC Investment Trust

Nature of relevant interest(s): NMC Trustees Limited is the registered holder
of 15,999,194 shares in EROAD (which it holds on trust for the beneficiaries
of the NMC Investment Trust in its capacity as trustee of the NMC Investment
Trust). As a consequence of the Placement and Underwriting Agreement, there
is a qualification on the power of NMC Trustees Limited to dispose of, or
control the disposal of, up to approximately 1,644,737 of its shares in
EROAD.

For that relevant interest,--
(a) number held in class: 15,999,194
(b) percentage held in class: 26.221%
(c) current registered holder(s): NMC Trustees Limited
(d) registered holder(s) once transfers are registered: Unknown.

Additional information
Address(es) of substantial product holder(s):
91 Taylor Road, Waimauku, 0882, Auckland, New Zealand
Contact details:

Steven Newman
Phone: +64 9 927 4713
Email: steven.newman@eroad.co.nz

Nature of connection between substantial product holders: Steven Newman is
the holder of 20% or more of the shares in NMC Trustees Limited and has the
power to control dealings and voting of shares held by NMC Trustees Limited
as trustee of the NMC Investment Trust.

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: First NZ
Capital Securities Limited.

Certification
I, Steven Newman, 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:00311789 For:ERD    Type:SHINTR     Time:2017-12-12 11:54:22
Views: 101
EROAD Limited Ordinary Shares
 3.700 Change:
0.00
0.00%
 
Open:3.700 
High:3.700 
Low:3.700 
Volume:0 
Last Traded:07/02/18 00:20:49 
Bid:3.650 
Ask:3.700 
52-Wk High:3.990 
52-Wk Low:1.610