Disclosure of movement of 1% or more in substantial holding or change in
nature of relevant interest or both
Sections 23 and 24, Securities Markets Act 1988
Relevant event being disclosed: Disclosure of movement of 1% or more in
substantial holding & change in nature of relevant interest
Date of relevant event: 7 September 2017
To: New Zealand Stock Exchange
And: Rubicon Limited
Date this disclosure made: 8 September 2017
Date last disclosure made: 7 July 2015
Substantial security holder(s) giving disclosure
Name(s): Sandell Asset Management Corp.
Contact details: c/o Triet Leminh
Sandell Asset Management Corp.
2200 Corporate Blvd NW, Suite 220
Boca Raton, FL 33431
+1 212 603 5816; tleminh@sandellmgmt.com
Summary of substantial holding to which disclosure relates
Class of listed voting securities: Ordinary
Summary for: Sandell Asset Management Corp.
For this disclosure,--
(a) total number held in class: 35,991,385
(b) total in class: 487,908,343
(c) total percentage held in class: 7.38%
For last disclosure,--
(a) total number held in class: 36,146,385
(b) total in class: 409,051,378
(c) total percentage held in class: 8.84%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure under the
instructions to this form:
The sale of a beneficial interest in 155,000 shares by Castlerigg Master
Investments, Ltd. at $0.21 per share on 7 September 2017.
Details of relevant interests in substantial holding after relevant event
Details for: Sandell Asset Management Corp.
Nature of relevant interest(s): SAMC is the investment manager of CMI.
Pursuant to investment management agreements with CMI, SAMC has the power to
control the acquisition, disposition or voting of the 35,991,385 ordinary
shares in Rubicon Limited beneficially owned by CMI. The investment
management agreement with CMI grants SAMC the power to (i) invest the assets
of CMI directly, (ii) provide research and analysis and direct the
formulation of investment policies of CMI, (iii) do any and all acts it deems
necessary or advisable in connection with the maintenance and administration
of CMI, and (iv) exercise all rights of CMI (including the voting of
securities and other similar matters). The relevant interest arising under
the investment management agreement arises only from the powers of investment
contained in the investment management agreement.
For that relevant interest,
(a) number held in class: 35,991,385
(b) percentage held in class: 7.38%
(c) current registered holder(s) of securities: HSBC Nominees (New
Zealand) Limited
(d) registered holder(s) of securities once transfers registered: No
change
Additional information
Nature of connection between substantial security holders: N/A
Address(es) of substantial security holder(s):
c/o Triet Leminh
Sandell Asset Management Corp.
2200 Corporate Blvd NW, Suite 220
Boca Raton, FL 33431
+1 212 603 5816; tleminh@sandellmgmt.com
Name of any other person believed to have given, or believed to be required
to give, a disclosure under the Act in relation to the securities to which
this disclosure relates: Castlerigg Master Investments, Ltd.
Declaration
I, Triet Leminh, declare 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:00306963 For:RBC Type:SHINTR Time:2017-09-11 08:30:23