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: 16 February 2017
Date this disclosure made: 16 February 2017
Date last disclosure made: 15 February 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: 94,287,933 ordinary shares
(b) total in class: 97,727,180 ordinary shares
(c) total percentage held in class: 96.481% (rounded to three decimal places)
For last disclosure,--
(a) total number held in class: 93,243,274 ordinary shares
(b) total in class: 97,727,180 ordinary shares
(c) total percentage held in class: 95.412% (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.
The offer period for the Offer closed on 7 February 2017. On 8 February 2017,
Bapcor issued a compulsory acquisition notice under Part 7 of the Takeovers
Code.
On 16 February 2017, Bapcor made payment of the relevant consideration in
respect of valid acceptances under the terms of the Offer for 55,640 ordinary
shares for an aggregate
price of $200,304.00, resulting in Bapcor becoming the registered holder and
beneficial owner of these 55,640 ordinary shares and therefore in a change in
the nature of Bapcor''s relevant interest in these shares.
During the period between 8 February 2017 and 16 February 2017 (inclusive)
Bapcor received:
(a) valid acceptances in respect of 178,126 ordinary shares from a number of
Hellaby shareholders who accepted the Offer; and
(b) completed instruments of transfer in respect of 866,533 ordinary shares
in relation to the compulsory acquisition process under Part 7 of the
Takeovers Code, resulting in Bapcor acquiring, in aggregate, a relevant
interest in a further 1,044,659 ordinary shares in Hellaby for an aggregate
price of $3,760,772.40 (reflecting the Offer price of $3.60 per share).
As at the time of filing this notice, Bapcor has received valid acceptances
under the Offer and completed instruments of transfer under the compulsory
acquisition process in respect
of, in aggregate, 94,287,933 ordinary shares in Hellaby.
As at the time of filing this notice, Bapcor has a relevant interest in
94,287,933 ordinary shares in Hellaby (representing 96.481% of all of the
ordinary shares in Hellaby) as follows:
(a) 93,415,969 ordinary shares (representing 95.589% of all of the ordinary
shares in Hellaby), being shares which are legally and beneficially owned by
Bapcor; and
(b) 871,964 ordinary shares (representing 0.892% of all of the ordinary
shares in Hellaby), being shares for which Bapcor has received valid
acceptances to the Offer or completed instruments of transfer under the
compulsory acquisition , 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 55,640
ordinary shares in Hellaby.
For that relevant interest,--
(a) number held in class: 55,640 ordinary shares
(b) percentage held in class: 0.057% (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 1,044,659 ordinary shares
in Hellaby from various
shareholders under the Offer or under the compulsory acquisition process,
Bapcor will become the registered holder and beneficial owner of 1,044,659
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 and a copy of the compulsory acquisition
notice dated 8 February 2017 in relation to the compulsory acquisition
process under the Takeovers Code was copied to the
NZX on 8 February 2017.
For that relevant interest,--
(a) number held in class: 1,044,659 ordinary shares
(b) percentage held in class: 1.069% (rounded to three decimal places)
(c) current registered holder(s): Shareholders accepting the Offer or
returning completed instrument of transfer forms under the compulsory
acquisition process
(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:00296888 For:HBY Type:SSH Time:2017-02-17 08:30:17