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 events being disclosed: change in nature of relevant interest and
movement of 0.024% in substantial holding.
Date of relevant event: 6 October 2011
To: NZX Limited
And: Rubicon Limited
Date this disclosure made: 6 October 2011 (amended on 23 July 2012) Date last
disclosure made: 5 June 2009
Substantial security holder(s) giving disclosure
Name(s): David M. Knott
Contact details: Alison Chiappone, 00-1-516-364 0303,
AChiappone@knottpartners.com
Summary of substantial holding to which disclosure relates
Class of listed voting securities: ordinary share Summary for David M. Knott
For this disclosure,
1 total number held in class: 80,616,160
2 total in class: 284,788,155
3 total percentage held in class: 28.307%
For last disclosure, -
1 total number held in class: 70,539,140
2 total in class: 249,186,699
3 total percentage held in class: 28.308%
092569811/2376879.2 1
Details of transactions and events giving rise to relevant event
On October 6 2011, David M. Knott beneficially purchased 2,352,214 ordinary
shares in Rubicon Limited from Knott Partners Offshore Master Fund L.P.,
Focus 300 Ltd, and Triton 210 Ltd, at a price of $0.42 per share.
Details of relevant interests in substantial holding after relevant event
Details for: David M. Knott
Nature of relevant interest(s): Beneficial owner of securities. No relevant
agreement document is attached because the exemption in regulation 13 of the
Securities Markets (Substantial Security Holders) Regulations 2007 applies.
For that relevant interest,
1 number held in class: 6,917,345
2 percentage held in class: 2.429%
3 current registered holder(s) of securities: Hongkong and Shanghai Banking
Corporation Limited, New Zealand Branch ("HSBC")
4 registered holder(s) of securities once transfers registered: no change
Nature of relevant interest(s): Beneficial owner of securities (in David
Knott''s Individual Retirement Arrangement Account). No relevant agreement
document is attached because the exemption in regulation 13 of the Securities
Markets (Substantial Security Holders) Regulations 2007 applies.
For the relevant interest,
1 number held in class: 85,714
2 percentage held in class: 0.030%
3 current registered holder(s) of securities: HSBC
4 registered holder(s) of securities once transfers registered: no change
Nature of relevant interest(s): Power to exercise, or to control the exercise
of, a right to vote attached to the security. Power to acquire or dispose of,
or to control the acquisition or disposition of, the security.
David M. Knott is the sole shareholder, Director and President of Dorset
Management Corporation, a New York corporation ("Dorset"). Dorset''s ordinary
business is providing investment management services including the investment
of other persons'' funds. Dorset
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has entered into an investment management contract with each of the accounts
managed by each of the Knott funds pursuant to which Dorset has discretion
over the acquisition, disposition and voting of the securities held in the
funds. The relevant interests disclosed in this Notice relating to the
securities held in the funds arise by reason of Mr Knott''s ability as sole
shareholder, Director and President of Dorset to exercise and control
Dorset''s investment management powers.
For that relevant interest,
1 number held in class: 73,126,815
2 percentage held in class: 25.678%
3 current registered holder(s) of securities: Goldman, Sachs & Co.
4 registered holder(s) of securities once transfers registered: no change
Nature of relevant interest(s): Power to exercise, or to control the exercise
of, a right to vote attached to the security. Power to acquire or dispose of,
or to control the acquisition or disposition of, the security.
David M. Knott is the sole custodian of an account maintained for the benefit
of his daughter, Virginia Knott, Jr. and, as custodian, has the sole
discretion to vote, acquire and/or dispose of shares credited to the account.
For the relevant interest,
1 number held in class: 57,143
2 percentage held in class: 0.020%
3 current registered holder(s) of securities: HSBC
4 registered holder(s) of securities once transfers registered: no change
Nature of relevant interest(s): Power to exercise, or to control the exercise
of, a right to vote attached to the security. Power to acquire or dispose of,
or to control the acquisition or disposition of, the security.
David M. Knott is the sole trustee of the David Knott Trust for the benefit
of Catherine Knott and, in accordance with the trust agreement, has the sole
discretion to vote, acquire and/or dispose of shares held in the Trust.
For the relevant interest, --
1 number held in class: 57,143
2 percentage held in class: 0.020%
092569811/2376879.2 3
3 current registered holder(s) of securities: HSBC
4 registered holder(s) of securities once transfers registered: no change
Nature of relevant interest(s): Power to exercise, or to control the exercise
of, a right to vote attached to the security. Power to acquire or dispose of,
or to control the acquisition or disposition of, the security.
David M. Knott is the sole trustee of the David Knott Trust for the benefit
of David Knott, Jr. and, in accordance with the trust agreement, has the sole
discretion to vote, acquire and/or dispose of shares held in the Trust.
For the relevant interest, --
1 number held in class: 57,143
2 percentage held in class: 0.020%
3 current registered holder(s) of securities: HSBC
4 registered holder(s) of securities once transfers registered: no change
Nature of relevant interest(s): Power to exercise, or to control the exercise
of, a right to vote attached to the security. Power to acquire or dispose of,
or to control the acquisition or disposition of, the security.
David M. Knott''s power to exercise, or to control the exercise of, the
various rights in the shares held for Virginia C. Knott arises from his
marital relationship with Virginia C. Knott who is his wife.
For that relevant interest,--
1 number held in class: 114,286
2 percentage held in class: 0.040%
3 current registered holder(s) of securities: HSBC
4 registered holder(s) of securities once transfers registered: no change
Nature of relevant interest(s): Power to exercise, or to control the exercise
of, a right to vote attached to the security. Power to acquire or dispose of,
or to control the acquisition or disposition of, the security.
092569811/2376879.2 4
David M. Knott''s power to exercise, or to control the exercise of, the
various rights in the shares held for Virginia Knott''s Individual Retirement
Arrangement Account arises from his marital relationship with Virginia C.
Knott who is his wife.
For the relevant interest, --
1 number held in class: 25,600
2 percentage held in class: 0.009%
3 current registered holder(s) of securities: HSBC
4 registered holder(s) of securities once transfers registered: no change
Nature of relevant interest(s): Power to exercise, or to control the exercise
of, a right to vote attached to the security. Power to acquire or dispose of,
or to control the acquisition or disposition of, the security.
David M. Knott is the sole trustee of the Knott Family Foundation and, in
accordance with the trust agreement, has the sole discretion to vote, acquire
and/or dispose of shares held for the Foundation.
For the relevant interest, --
1 number held in class: 90,400
2 percentage held in class: 0.032%
3 current registered holder(s) of securities: HSBC
4 registered holder(s) of securities once transfers registered: no change
Nature of relevant interest(s): Power to control the exercise of a right to
vote attached to the security. Power to control the acquisition or
disposition of the security.
David M. Knott''s power to control the exercise of the various rights in the
shares held for Wylene Commander arises from his family relationship with
Wylene Commander who is his sister-in-law.
For the relevant interest, --
1 number held in class: 22,857
2 percentage held in class: 0.008%
3 current registered holder(s) of securities: HSBC
4 registered holder(s) of securities once transfers registered: no change
092569811/2376879.2 5
Nature of relevant interest(s): Power to control the exercise of a right to
vote attached to the security. Power to control the acquisition or
disposition of the security.
David M. Knott''s power to control the exercise of the various rights in the
shares held for the Frierman Trust arises from the terms of the Frierman
Trust''s trust agreement and investment mandate.
For the relevant interest, --
1 number held in class: 61,714
2 percentage held in class: 0.022%
3 current registered holder(s) of securities: HSBC
4 registered holder(s) of securities once transfers registered: no change
Additional information
Nature of connection between substantial security holders: n/a Address(es) of
substantial security holder(s):
c/- Alison Chiappone
485 Underhill Boulevard Suite 205, Syosset, New York 11791,
United States of America
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:
N/A
Declaration
I, David M Knott, 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.
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End CA:00225192 For:RBC Type:SSH Time:2012-07-23 16:10:17