Friday, 29 March 2024

Announcement

TAKEOVER: HBY: SSH Notice - Bapcor Finance Pty Ltd

05 Dec 2016 08:31NZX
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 Hellaby Holdings Limited (Hellaby)

Relevant event being disclosed: movement of 1% or more in the substantial
holding

Date of relevant event: 2 December 2016

Date this disclosure made: 5 December 2016

Date last disclosure made: 30 November 2016

Substantial product holder(s) giving disclosure
Full name(s): Bapcor Finance Pty Ltd (Bapcor)

Summary of substantial holding
Class of quoted voting products: Ordinary shares

Summary for Bapcor
For this disclosure,--
(a) total number held in class: 38,775,956 ordinary shares
(b) total in class: 97,727,180 ordinary shares
(c) total percentage held in class: 39.678% (rounded to three decimal places)

For last disclosure,--
(a) total number held in class: 29,157,217 ordinary shares
(b) total in class: 97,727,180 ordinary shares
(c) total percentage held in class: 29.835% (rounded to three decimal places)

Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
(a) On 2 December 2016, Bapcor entered into a lock-up agreement with Accident
Compensation Corporation (ACC) in relation to Bapcor''s full cash takeover
offer under the Takeovers Code for all of the equity securities in Hellaby
(Offer). Under that agreement, ACC agreed to accept the Offer in respect of
8,080,000 Hellaby shares (comprising all of the ordinary shares in Hellaby
owned or controlled by ACC which ACC has not already accepted into the
Offer), conditional on Bapcor varying the Offer in accordance with the
Takeovers Code to increase the consideration payable under the Offer from
$3.30 per share to $3.60 per share.

(b) On 2 December 2016, Bapcor entered into a lock-up agreement with Pengana
Capital Limited, as the investment manager of the Pengana Asia Special Events
Master Fund (Master Fund) and the Lyxor/Pengana Asia Special Events Fund
(Lyxor Fund), (Pengana) in relation to the Offer. Under that agreement,
Pengana agreed to procure acceptances of the Offer in respect of the 706,144
shares in Hellaby it controls (686,513 shares held by the Master Fund and
19,631 shares held by the Lyxor Fund), conditional on Bapcor varying the
Offer in accordance with the Takeovers Code to increase the consideration
payable under the Offer from $3.30 per share to $3.60 per share.

(c) On 2 December 2016, Bapcor entered into a lock-up agreement with Aspiring
Asset Management Limited (Aspiring) in relation to the Offer. Under that
agreement, Aspiring agreed to procure acceptances of the Offer in respect of
the 555,754 shares in Hellaby it controls, conditional on Bapcor varying the
Offer in accordance with the Takeovers Code to increase the consideration
payable under the Offer from $3.30 per share to $3.60 per share.

(d) During the period between 27 October 2016 and 2 December 2016 (inclusive)
a number of Hellaby shareholders have accepted the Offer, resulting in Bapcor
acquiring a relevant interest in a further 276,841 ordinary shares in Hellaby
for an aggregate price of $913,575.30 (based on an Offer price of $3.30 per
share).

As at the time of filing this notice, Bapcor has received acceptances under
the Offer in respect of, in aggregate, 29,434,058 ordinary shares in Hellaby.

Details after relevant event
Details for Bapcor
Nature of relevant interest(s): Conditional power to acquire quoted voting
products under the Offer pursuant to the lock-up agreement between Bapcor and
ACC dated 2 December
2016 (attached as Document A, 8 pages).

For that relevant interest,--
(a) number held in class: 8,080,000 ordinary shares
(b) percentage held in class: 8.268% (rounded to three decimal places)
(c) current registered holder(s): ACC
(d) registered holder(s) once transfers are registered: Bapcor

Details for Bapcor
Nature of relevant interest(s): Conditional power to acquire quoted voting
products under the Offer pursuant to the lock-up agreement between Bapcor and
Pengana dated 2 December 2016 (attached as Document B, 8 pages).
For that relevant interest,--
(a) number held in class: 706,144 ordinary shares
(b) percentage held in class: 0.723% (rounded to three decimal places)
(c) current registered holder(s): JP Morgan Chase Bank, NA (New Zealand) as
custodian for the Master Fund and the Lyxor Fund
(d) registered holder(s) once transfers are registered: Bapcor
Details for Bapcor
Nature of relevant interest(s): Conditional power to acquire quoted voting
products under the Offer pursuant to the lock-up agreement between Bapcor and
Aspiring dated 2 December 2016 (attached as Document C, 9 pages).
For that relevant interest,--
(a) number held in class: 555,754 ordinary shares
(b) percentage held in class: 0.569% (rounded to three decimal places)
(c) current registered holder(s): Public Trust as custodian for the Aspiring
Fund
(d) registered holder(s) once transfers are registered: Bapcor

Details for Bapcor
Nature of relevant interest(s): Conditional power to acquire quoted voting
products: upon the Offer becoming unconditional in all respects and
settlement occurring of the purchase by Bapcor of 276,841 ordinary shares in
Hellaby from various shareholders under the Offer, Bapcor will become the
registered holder and beneficial owner of 276,841 ordinary shares in Hellaby
held by those shareholders. A copy of the Offer Document dated 21
October 2016 in relation to the Offer (which sets out the conditions of the
Offer) was copied to NZX on 21 October 2016.

For that relevant interest,--
(a) number held in class: 276,841 ordinary shares
(b) percentage held in class: 0.283% (rounded to three decimal places)
(c) current registered holder(s): Shareholders accepting the Offer
(d) registered holder(s) once transfers are registered: Bapcor

Additional information
Address(es) of substantial product holder(s): 61 Gower Street, (P.O. Box
8251, Northland,
3072) Preston VIC 3072, Australia

Contact details: Darryl Abotomey, +61 3 9914 5555, darryla@bapcor.com.au
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: Accident
Compensation Corporation

Certification
I, Darryl Gregor Abotomey, 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:00293721 For:HBY    Type:TAKEOVER   Time:2016-12-05 08:31:43
Views: 121
Hellaby Holdings Ordinary Shares
 3.570 Change:
0.00
0.00%
 
Open:3.570 
High:3.570 
Low:3.570 
Volume:0 
Last Traded:08/03/17 00:19:05 
Bid:3.570 
Ask:3.570 
52-Wk High:3.590 
52-Wk Low:2.450