Friday, 29 March 2024

Announcement

S/A: MHI: Michael Hill International move to ASX another step closer

30 Jun 2016 14:02NZX
Michael Hill International move to ASX another step closer

The board of Michael Hill New Zealand Limited (previously named Michael Hill
International Limited) (NZX: MHI) (the ''Company'') advises that the scheme of
arrangement (''Scheme'') approved by shareholders at the special meeting held
on 23 June 2016 and later that day by the High Court was implemented at 6pm
(Brisbane time) last night, 29 June 2016.

All persons who were shareholders of the Company on the record date of 5pm on
28 June 2016 (with the exception of a small number of ineligible
non-Australasian shareholders) have had their shares in the Company ''swapped''
for shares in the new Australian-incorporated company (''MHI Australia'') on a
one-for-one basis. MHI Australia will shortly be renamed Michael Hill
International Limited. It is expected to list on ASX and NZX on 7 July.

An information pack will be sent to all MHI Australia shareholders tomorrow
containing a holding statement, which will detail their shareholding in MHI
Australia and a dividend election form.

As required by the terms of the Scheme, the Company has sought advice in all
jurisdictions where shareholders held more than 100,000 shares. Those
jurisdictions were Canada, the United Kingdom, the Netherlands, and
Singapore.

Advice has been received that former shareholders of the Company with
registered addresses in Canada, the United Kingdom, and the Netherlands are
able to receive MHI Australia shares. Those former shareholders will be sent
their holding statements and dividend election forms over the course of the
next fortnight. The Company also expects to shortly confirm the position for
former shareholders with registered addresses in Singapore.

It is still open to non-Australasian shareholders outside of these
jurisdictions to satisfy MHI Australia that they are entitled to participate
in the share swap. Any shareholder who thinks they may be in this position
should contact MHI Australia at the following address:
mhiforeignshareholders@kensingtonswan.com.

As previously announced, the Company will remain listed on the NZX Main Board
until market close on Wednesday 6 July 2016. This will enable any appropriate
announcements to be made prior to the listing of the new parent entity taking
effect. Trading is suspended until market open on Thursday 7 July 2016, when
it is expected MHI Australia will become listed and have its shares quoted on
the ASX. It will also be listed and have its shares quoted on the NZX Main
Board as a Dual Listed Issuer.
As disclosed in section 14 of the Scheme Booklet, the funding arrangement put
in place for the transfer of the Group''s IP in December 2008 has been unwound
and a number of other intra-group transactions have also occurred. These
transactions occurred either following the Scheme becoming effective or after
implementation of the Scheme. They have no impact on shareholders, but were
required to ensure that to the extent that there were existing franking
credits within the Group, they would continue to be available to shareholders
in the future.

The Company has also been advised that the Hill family succession plan
announced to the market on 23 June 2016 has completed. Interests associated
with, respectively, Emma Hill and Mark Hill each hold 19,156,926 shares in
MHI Australia or 5.00% of the company. Interests associated with Sir Michael
Hill and Christine Lady Hill now hold 164,330,600 shares in MHI Australia or
42.89% of the company.
For further information:
Phil Taylor, CFO     +61 413 709066
End CA:00284981 For:MHI    Type:S/A        Time:2016-06-30 14:02:39
Views: 681
Michael Hill
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