Announcement
SHINTR: MVN: SPH Notice - GWA Group Limited
10:46am
MVN
14/12/2018 10:46
SHINTR
THIRD PARTY
REL: 1046 HRS Methven Limited
SHINTR: MVN: SPH Notice - GWA Group Limited
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Methven Limited (Methven)
Date this disclosure made: 14 December 2018
Date on which substantial holding began: 14 December 2018
Substantial product holder(s) giving disclosure
Full name(s): GWA Group Limited (GWA)
Summary of substantial holding
Class of quoted voting products: Ordinary shares (Shares)
Summary for GWA
For this disclosure,--
(a) total number held in class: 14,617,976
(b) total in class: 73,482,816
(c) total percentage held in class: 19.893%
Details of relevant interests
Details for GWA
Nature of relevant interest(s): Power to control the disposal of Shares and
the power to
control the exercise of a right to vote attached to Shares. The relevant
document is attached (8 pages).
For that relevant interest,--
(a) number held in class: 14,617,976
(b) percentage held in class: 19.893%
(c) current registered holder(s): Forsyth Barr Custodians Limited
(d) registered holder(s) once transfers are registered: GWA
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
On 14 December 2018, GWA entered into a voting commitment deed with Brendan
Jon Lindsay, Jeffrey John Parsonson, Wayne Derek Anderson and Simon Middleton
Palmer (Lindsay Investment Trust) in relation to 14,617,976 Shares in
connection with the proposed acquisition by GWA of all of the shares in
Methven by way of a scheme of arrangement under Part 15 of the Companies Act
1993 for not less than $1.60 per share (the Scheme). Under the voting
commitment deed, the Lindsay Investment Trust has agreed to procure that the
legal holder vote all the shares in Methven held or controlled by the Lindsay
Investment Trust as at 14 December 2018 in favour of any resolution put to
the shareholders of Methven to approve or otherwise facilitate the Scheme and
to vote against any resolution put to the shareholders of Methven to approve
or otherwise facilitate any transaction that would be inconsistent with the
Scheme.
GWA notes that on 14 December 2018, Richard Cutfield, Alison Barrass, David
Banfield and Steve Tucker, being all of the directors of Methven that hold or
control shares in Methven, announced that they intended to vote all the
shares they hold or control in Methven in favour of any resolution put to the
shareholders of Methven to approve the Scheme.
This intention is subject in each case to there being no superior proposal
and the independent adviser's report to be obtained by Methven in connection
with the Scheme concluding that the consideration offered by GWA is within or
above the independent adviser's valuation range for the Shares. Those
individuals hold or control in aggregate 1,556,593 Shares.
Additional information
Address(es) of substantial product holder(s): 7 Eagleview Place, Eagle Farm,
Queensland 4009, Australia.
Contact details: Richard Thornton, +61 7 3109 6000, RThornton@gwagroup.com.au
*Nature of connection between substantial product holders: N/A
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: Brendan
Jon Lindsay, Jeffrey John Parsonson, Wayne Derek Anderson and Simon Middleton
Palmer
Certification
I, Richard Thornton, 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:00328375 For:MVN Type:SHINTR Time:2018-12-14 10:46:08
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