Tuesday, 26 March 2019

Announcement

SSH: PGW: SSH - (Agria entities & New Hope Group Co., Ltd)

28 Apr 2011 10:12NZX
Disclosure of movement of 1% or more in substantial holding ?or change in
nature of relevant interest or both
Sections 23 and 24, Securities Markets Act 1988

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

Date of relevant event: 28 April 2011

To: NZX Limited

And: PGG Wrightson Limited

Date this disclosure made: 28 April 2011

Date last disclosure made: 21 April 2011

Substantial security holders giving disclosure

Name:  Agria (Singapore) Pte Ltd (Agria Singapore)
Name:  Agria Asia Investments Limited (Agria Asia)
Name:  Agria Group Limited
Name:  Agria Corporation
(together Agria Group)
Name:  New Hope International (Hong Kong) Limited (New Hope
International)
Name:  New Hope Group Co., Ltd (New Hope)
(together New Hope Group)

Contact details:
Cathy Quinn
?+64 9 353 9951
cathy.quinn@minterellison.co.nz

Summary of substantial holdings to which disclosure relates

Class of listed voting securities: Fully paid ordinary shares in PGG
Wrightson Limited (PGW)

Summary for:  Agria Group and New Hope Group

For this disclosure,--

total number held in class: 592,405,107
total in class: 757,985,639
total percentage held in class: 78.16%

For last disclosure,--

total number held in class: 584,785,948
total in class: 757,985,639
total percentage held in class: 77.15%

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 24 January 2011 Agria Singapore launched its
partial takeover offer (Takeover Offer) in respect of 38.3% of the shares it
did not already own in PGG Wrightson Limited (PGW).

On 14 April 2011 Agria Singapore, Agria Group Limited, Agria Asia and New
Hope International entered into a subscription agreement (New Hope
Subscription Agreement) under the terms of which New Hope International will
subscribe for 12,430,185 shares (approximately, but dependent on the NZ$/US$
exchange rate) in Agria Asia.

Further, on 15 April 2011, Agria Group Limited, a wholly owned subsidiary of
Agria Corporation, entered into a conditional sale and purchase agreement
with Ngai Tahu Capital Limited in respect of the sale of approximately 7.09%
of the shares in Agria Asia, for a consideration of NZ$15,000,000 (SPA). The
SPA is conditional on Agria Group Limited, Agria Asia, Agria Singapore, New
Hope International and Ngai Tahu Capital Limited (Parties) entering into a
shareholders agreement relating to Agria Asia and Agria Singapore
(Shareholders Agreement). On 17 April 2011 the Parties entered into the
Shareholders Agreement. The SPA is still conditional on the Takeover Offer
being successful and the transaction recorded in the SPA being approved by an
ordinary resolution of PGW''s shareholders who are entitled to vote. Agria
Asia holds 100% of the shares in Agria Singapore which, on the successful
completion of the Takeover Offer, will hold 50.01% of the shares in PGW.

Additionally, on 17 April 2011, Agria Group Limited, Agria Asia, Agria
Singapore and New Hope International entered into a new subscription
agreement (Agria Subscription Agreement) under the terms of which Agria Group
Limited will subscribe for 90,092,801 shares (approximately, but dependent on
the NZ$/US$ exchange rate) in Agria Asia.

On 23 April 2011 the Takeover Offer became unconditional. On 26 April 2011
Agria Singapore sent the notice required under rule 25(5) of the Takeovers
Code to NZX Limited, PGW and the Takeovers Panel informing them that the
Takeover Offer became unconditional.

The Takeover Offer has closed for acceptances. Since the last substantial
security holder notice (Final Event Period), Agria Singapore has received
further acceptances under the Takeover Offer from various PGW shareholders
which have resulted in a movement of 1% or more in the relevant interest
Agria Singapore has in shares in PGW (and, as a consequence the relevant
interests Agria Group and New Hope Group have in shares in PGW). During the
Final Event Period, Agria Singapore received acceptances under the Takeover
Offer from PGW shareholders in respect of an aggregate of 7,619,159 ordinary
shares for an aggregate consideration of $4,571,495.40 (representing a price
of $0.60 per share, being the offer price per share set out in the Takeover
Offer).

Details of relevant interests in substantial holding after relevant event

Details for:  Agria Group and New Hope Group

Nature of relevant interests: New acceptances received under the Takeover
Offer have increased the relevant interest of Agria Group and New Hope Group
over PGW (copies of the Shareholders Agreement, Agria Subscription Agreement
and New Hope Subscription Agreement are not attached in accordance with
Regulation 12).

For that relevant interest, --

Number held in class: 592,405,107
Percentage held in class: 78.16%
Current registered holder(s) of securities: Agria Singapore and accepting PGW
shareholders.
Registered holder(s) of securities once transfers registered: Agria
Singapore.
Additional information

Nature of connection between substantial security holders: As referred to in
the details of transactions and events set out above, Agria Group Limited and
New Hope International have agreed to subscribe for shares in Agria Asia to
enable Agria Singapore to acquire shares in PGW pursuant to the Offer.

Address of Agria Group: c/- Latham & Watkins LLP Unit 2318, China World Trade
Office 2 1 Jian Guo Men Wai Avenue Beijing 100004 Peoples Republic of China.

Address of New Hope: No. 9 Newhope Road, Chendu 610064, China.

Address of New Hope International: Suite 2508, West Tower, LG Twin Towers,
Jianguomenwai Avenue, Chaoyang District, Beijing, China.

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: Ngai Tahu Capital Limited.

Declaration

I, Catherine Agnes Quinn, 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.

?
Catherine Agnes Quinn
End CA:00208436 For:PGW    Type:SSH        Time:2011-04-28 10:12:28
Views: 994
PGG Wrightson Limited Ordinary Shares
 0.5700 Change:
0.00
0.00%
 
Open:0.5700 
High:0.5700 
Low:0.5700 
Volume:12,069 
Last Traded:07/02/18 09:07:57 
Bid:0.5700 
Ask:0.5700 
52-Wk High:0.6200 
52-Wk Low:0.5200