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: change in nature of relevant interest and
movement of 1% or more in a substantial holding
Date of relevant event: 24 January 2017
Date this disclosure made: 24 January 2017
Date last disclosure made: 23 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: 82,992,757 ordinary shares
(b) total in class: 97,727,180 ordinary shares
(c) total percentage held in class: 84.923% (rounded to three decimal places)
For last 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)
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). The Offer was declared
unconditional in all respects on 13 January 2017.
On 24 January 2017, Bapcor made payment of the relevant consideration in
respect of valid acceptances for 6,003,121 ordinary shares under the terms of
the Offer for an
aggregate price of $21,611,235.60, resulting in Bapcor becoming the
registered holder and beneficial owner of these 6,003,121 ordinary shares and
therefore in a change in the
nature of Bapcor''s relevant interest in these shares.
On 24 January 2017, a number of Hellaby shareholders have accepted the Offer,
resulting in Bapcor acquiring a relevant interest in a further 1,828,832
ordinary shares in Hellaby for
an aggregate price of $6,583,795.20 (reflecting the Offer price of $3.60 per
share). As at the time of filing this notice, Bapcor has received acceptances
under the Offer in respect of, in aggregate, 82,992,757 ordinary shares in
Hellaby.
As at the time of filing this notice, Bapcor has a relevant interest in
82,992,757 ordinary shares in Hellaby (representing 84.923% of all of the
ordinary shares in Hellaby) as follows:
(a) 60,814,434 ordinary shares (representing 62.229% of all of the ordinary
shares in Hellaby), being shares which are legally and beneficially owned by
Bapcor; and
(b) 22,178,323 ordinary shares (representing 22.694% of all of the ordinary
shares in Hellaby), being shares for which Bapcor has received acceptances to
the Offer, but which have not yet been paid for under the Offer.
Details after relevant event
Details for Bapcor
Nature of relevant interest: Registered holder and beneficial owner of
6,003,121 ordinary shares in Hellaby.
For that relevant interest,--
(a) number held in class: 6,003,121 ordinary shares
(b) percentage held in class: 6.143% (rounded to three decimal places)
(c) current registered holder(s): Bapcor
(d) registered holder(s) once transfers are registered: N/A
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 1,828,832 ordinary shares
in Hellaby from various shareholders under the Offer, Bapcor will become the
registered holder and beneficial owner of 1,828,832 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: 1,828,832 ordinary shares
(b) percentage held in class: 1.871% (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:00295923 For:HBY Type:SSH Time:2017-01-25 08:30:04