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: 23 January 2017
Date this disclosure made: 23 January 2017
Date last disclosure made: 20 January 2017
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: 81,163,925 ordinary shares
(b) total in class: 97,727,180 ordinary shares
(c) total percentage held in class: 83.052% (rounded to three decimal places)
For last disclosure,--
(a) total number held in class: 76,639,069 ordinary shares
(b) total in class: 97,727,180 ordinary shares
(c) total percentage held in class: 78.421% (rounded to three decimal places)
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
On 21 October 2016, Bapcor made a full cash takeover offer under the
Takeovers Code to acquire all of the equity securities in Hellaby (the
Offer).
During the period between 20 January 2017 and 23 January 2017 (inclusive), a
number of Hellaby shareholders have accepted the Offer, resulting in Bapcor
acquiring a relevant interest in a further 4,524,856 ordinary shares in
Hellaby for an aggregate price of $16,289,481.60 (reflecting the Offer price
of $3.60 per share).
On 20 January 2017, Bapcor made payment of the relevant consideration in
respect of valid acceptances for 54,811,313 ordinary shares under the terms
of the Offer for an aggregate price of $197,320,726.80, resulting in Bapcor
becoming the registered holder and beneficial owner of those 54,811,313
ordinary shares (representing 56.086% of the issue share capital of Hellaby).
As at the time of filing this notice, Bapcor has received acceptances under
the Offer in respect of, in aggregate, 81,163,925 ordinary shares in Hellaby.
Details after relevant event
Details for Bapcor
Nature of relevant interest(s): Power to acquire quoted voting products upon
settlement occurring of the purchase by Bapcor of 4,524,856 ordinary shares
in Hellaby from various shareholders under the Offer, Bapcor will become the
registered holder and beneficial owner of 4,524,856 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: 4,524,856 ordinary shares
(b) percentage held in class: 4.630% (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 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: N/A
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:00295871 For:HBY Type:SSH Time:2017-01-24 08:30:09