Friday, 29 March 2024

Announcement

SSH: SEA: SSH Notice - D A Stewart, M Stewart and T Stewart

17 Oct 2016 15:39NZX
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:  SeaDragon Limited

Relevant event being disclosed:     Change
in nature of relevant interest

Date of relevant event:    17 October 2016

Date this disclosure made:   17 October 2016

Date last disclosure made:   14 October 2016

Substantial product holder(s) giving disclosure

Full name(s):  Dame Adrienne Stewart,
Mark Stewart and Todd Stewart
Summary of substantial holding
Class of quoted voting products:   SeaDragon Limited ordinary shares (SEA)

Summary for: Dame Adrienne Stewart,
Mark Stewart and Todd Stewart

For this disclosure,--

(a) total number held in class:  855,433,823

(b) total in class:   4,513,618,718

(c) total percentage held in class:  18.952%

For last disclosure,--

(a) total number held in class:  855,433,823

(b) total in class:   4,512,863,118
(expected based on best available information)

(c) total percentage held in class:  18.955%

Details of transactions and events giving rise to relevant event

On 14 October 2016, Pescado Holdings Limited (Pescado) released a notice
disclosing a substantial holding that is expected to result as a consequence
of exercising rights under the 1 for 2 pro-rata renounceable rights offer by
SeaDragon Limited (SeaDragon) and the subsequent shortfall bookbuild.
Allotment of the relevant shares occurred on 17 October 2016 and, as a
consequence, Pescado has acquired a beneficial interest in 722,029,123
ordinary shares in SeaDragon.
When taken with Pescado''s existing beneficial interest, Pescado has a
beneficial interest in 18.952% of the ordinary shares in SeaDragon.

Dame Adrienne Stewart, Mark Stewart and Todd Stewart are trustees (Trustees)
of the Ellen Trust, Mark James Stewart No. 2 Trust, the Sir Robertson Stewart
Family Trust and Todd Huntly Stewart No. 2 Trust (Masthead Trusts).  Some of
the Trustees are trustees of only some of the Masthead Trusts, others are
trustees of all the Masthead Trusts.  The Masthead Trusts together either
control Masthead Limited (the ultimate parent company of Pescado) or
otherwise have a relevant interest in the shares of SeaDragon in which
Pescado has a relevant interest pursuant to a joint venture agreement dated
31 March 2003 (Joint Venture Agreement), attached to a previous event
disclosure dated 11 October 2016.
The Joint Venture Agreement constitutes the Masthead Joint Venture and sets
out the terms and conditions that apply to the Masthead Joint Venture.
This event disclosure is filed in accordance with, and the Trustees have the
benefit of, the Financial Markets Conduct Act (Masthead Joint Venture)
Exemption Notice 2014, which permits the following provisions of the Joint
Venture Agreement (the excluded provisions) to be removed from the copy of
the Joint Venture Agreement that accompanies a previous event disclosure
dated 11 October 2016:
(a) the dollar amounts in clause 3.4;
(b) the dollar amounts in clause 3.5;
(c) clause 4.3; and
(d) the percentage figures in clauses 4.4(a) and 4.4(b).
Clauses 3.4 and 3.5 of the Joint Venture Agreement relate to amounts
committed and/or advanced to the Masthead Joint Venture by some of the
Masthead Trusts.  The dollar amounts set out in clauses 3.4 and 3.5 have been
excluded because they are considered commercially sensitive.  Clause 4.3
provides for succession planning that is personal to the parties to the Joint
Venture Agreement and has been removed because of its personal nature.
Clauses 4.4(a) and 4.4(b) deal with the possible restructuring of the Sir
Robertson Stewart Family Trust.  The percentage figures set out in those
clauses have been excluded because those amounts are personal to the trustees
of the Mark James Stewart No. 2 Trust and Todd Huntly Stewart No. 2 Trust.

The Trustees, in giving this notice, warrant that this event disclosure
(including the above information), when read together with the Joint Venture
Agreement (after excluding the excluded provisions), is not false or
misleading in any material particular in its disclosure of the relevant
interest held by the Trustees, including by any omission or failure to
contain or refer to material information.
Each person who is from time to time a Trustee, or a trustee of any trust
that is a successor of any of the Masthead Trusts, has the benefit of the
Financial Markets Conduct Act (Masthead Joint Venture) Exemption Notice 2014.

Details after relevant event
Details for:  Dame Adrienne Stewart, Mark Stewart and Todd Stewart
Nature of relevant interest(s): Trustees of trusts which together either
control Masthead Limited (the ultimate parent company of Pescado) or
otherwise have a non-beneficial relevant interest in the shares of SeaDragon
in which Pescado has a relevant interest pursuant to a joint venture
agreement (described above).

For that relevant interest,--

(a) number held in class:   855,433,823

(b) percentage held in class:  18.952%

(c) current registered holder(s):  Forsyth Barr
Custodians Ltd

(d) registered holder(s) once transfers are registered: Forsyth Barr
Custodians Ltd
Additional information
Addresses of substantial product holder(s):  Dame Adrienne Stewart, Mark
Stewart and Todd Stewart
21 Leslie Hills Drive
Riccarton
Christchurch
Contact details:  Warwick Webb
(+64) 3 348 5040
warwick.webb@masthead.co.nz
Nature of connection between substantial security holders:  The substantial
security holders are trustees of the Masthead Trusts, as set out more fully
above.
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:  Pescado
Holdings Limited
Certification
I, Warwick Graham Webb, 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:00290953 For:SEA    Type:SSH        Time:2016-10-17 15:39:33
Views: 189
SeaDragon Limited Ordinary Shares
 0.0050 Change:
0.00
0.00%
 
Open:0.0050 
High:0.0050 
Low:0.0050 
Volume:0 
Last Traded:07/02/18 00:20:50 
Bid:0.0050 
Ask:0.0060 
52-Wk High:0.0080 
52-Wk Low:0.0040