Announcement
SSH: MET: SSH Notice From Todd Capital Limited
11:11am
MET
19/10/2005
SSH
REL: 1111 HRS Metlifecare Limited
SSH: MET: SSH Notice From Todd Capital Limited
NOTICE 25971 DETAILS
Submitted Date : 19-Oct-2005 11:11
Status : Accepted
Substantial : Y Director : N
Add Holder : N Change Holder : N
Ceased Holder : N Change Nature : Y
Issuer Code : MET Metlifecare Limited
Holder : Todd Capital Limited
Address : Level 14
: The Todd Building
: 95 Customhouse Quay
: Wellington
Country : New Zealand
Contact Name : Geof Shirtcliffe, Chapman Tripp
Phone : 04 499 5999
Total of Interest : 51928371
Total Issued : 87348541
Total % : 59.45
Class : MET
Votes Attached : 1
Beneficial
Total of Interest :
Non Beneficial
Total of Interest : 21713345
Current % held : 24.86
Last % held : 24.86
Names : Private Health Care (NZ) Limited
Provisions : 5(1)(d),(e),(f)
Transaction dates : 19 October 2005
Total Votes : 21713345
Considerations :
Class : MET; (part 2)
Votes Attached : 1
Beneficial
Total of Interest :
Non Beneficial
Total of Interest : 30215026
Current % held : 34.59
Last % held : 34.59
Names : Todd Lifecare Limited
Provisions : 5(2)
Transaction dates : Various
Total Votes : 30215026
Considerations : Various
Description :
Private Health Care (NZ) Limited ( PHC ), Clifford James Cook ( Cook ) and
Todd Capital Limited ("Todd Capital") entered into a previously disclosed
Pre-Emptive Agreement on 9 November 1999, providing for mutual
pre-emptive,
drag along and carry along obligations. Private Health Care (NZ)
Limited gave notice to Todd Capital dated 30 September 20005 offering to
sell its 21,713,345 shares in Metlifecare Limited ( Metlifecare ), at
$3.75
per share, under the pre-emptive provisions of the Pre-emptive Agreement
( Pre-Emptive Notice ), such offer to expire at 5:00pm on 3 November 2005.
The Pre-Emptive Notice has been previously disclosed. On 19 October 2005,
PHC, Cook, Todd Capital Limited ( Todd Capital ), Todd Lifecare Limited
( Todd Lifecare ), Retirement Villages New Zealand Limited ( RVNZ ), FKP
Limited ( FKP ) and Macquarie Bank Limited ( Macquarie ) entered into a
Pre-Bid Agreement in Relation to a Full Takeover Offer for Metlifecare
Limited ( Pre Bid Agreement ) pursuant to which (inter alia) (i) subject
to certain terms and conditions, RVNZ agrees to make a full takeover offer
for all the equity securities in Metlifecare and PHC and Todd Lifecare
agree to accept that offer in respect of their holdings of 21,713,345
ordinary shares in Metlifecare and 30,215,026 ordinary shares in
Metlifecare (respectively), and (ii) Cook, PHC, Todd Capital and Todd
Lifecare waive all rights under the Pre-Emptive Agreement in respect of
that offer and the Pre-bid Agreement, acknowledge that the Pre-Emptive
Agreement has no application in respect of that offer and the Pre-bid
Agreement, and agree that the Pre-Emptive Notice is revoked and shall be
deemed not to have been given. The Pre-bid Agreement and draft takeover
offer terms are attached to a notice given the same date as this notice by
RVNZ.
Documentation
With Notice : No
Not Filed : No
Been Filed : Yes (03-Oct-2005)
Number of pages : 0
Date of Last Notice : 03-Oct-2005
Rel. Sec. Holders : Todd Lifecare , CJ Cook, Private Health Care (NZ),
Trustees of the S Cook & C Cook Family Trusts, Retirement Villages NZ, FKP,
Macquarie Bank
Submitted By : Robert William Brydan
End CA:00122331 For:MET Type:SSH Time:2005-10-19:11:11:56
Click here
to view related attachments.
