SPH Notice – Milford Funds Limited

1
Disclosure of beginning to have substantial holding
Sec tion 276, Financ ial Markets Conduc t Ac t 2013
Note: This form must be c ompleted in ac cordance with the instruc tions at the end of the
f o rm.
To The New Zealand Stoc k Exc hange
and
To Argosy Propert y Limit ed
Dat e t his disc losure made: 19/04/18
Date on whic h substantial holding began:18/04/18
Substantial product holder(s) giving disclosure
Full name(s): Milford Funds Limit ed
Summary of substantial holding
Class of quoted voting products: Ordinary Shares
S u mma ry f o r Milford Funds Limit ed
For t his disc losure,—
(a)t ot al number held in c lass: 41,366,866
(b)t ot al in c lass: 827,030,390
(c)t ot al perc entage held in c lass: 5.002%
Details of r elevant interests
De tails for Milford Funds Limi ted
Mil ford Active Gro wth Wholesale Fund (1. 354%), (Custodian – NNL Cu stodians)
Mil ford NZ Equities Wholesale Fund (0. 151%), (Custodian – NNL Custodians)
Mil ford Income Wholesale Fund (3. 497%), (Custodian – NNL Cu stodians)
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
On market purchases of 1,700,478 ordinary shares, for total consideration of $1,712,730.
Additional information
Address(es) of substantial product holder(s): Milford Asset Management Limited, Level
17, 41 Shortland Street, Auckland 1140, New Zealand.
Conta ct details: Sean McKeown, 921 4770, trades@milfordasset.com
100080615/3821102.1

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Certification
I, Sean McKeown, certify that, to the best of my knowledge and belief, the information
c ont ained in t his disc losure is c orrec t and that I am duly authorised to make this disc losure
by all persons for whom it is made.

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Instructions
General directions on how to use this form
To use this form,—
• replace the text in [square brackets] with the relevant information or with “not
applic able”; and
• type the information required (it must not be handwritten); and
• remove it alic ised inst ruc t ions; and
• attach the relevant agreement doc uments required by regulation 139 (if any).
You need not set out the disc losure in the same format as this form, but the format you
use must—
• use a font and font size that are easily readable; and
• inc lude the same headings and words that are in this form (other than the italic ised
instruc tions); and
• present the information in the same order as in this form; and
• not be misleading in any way.
If you have a substantial holding in more than 1 c lass of quoted voting produc ts, you must
make a separate disclosure for each substantial holding.
If you have a substantial holding in 1 c lass of quoted voting produc ts of a listed issuer and
other relevant interests in less than 5% of another c lass, you do not need to disc lose the
non-substantial holding. Disc losure to the lic ensed market operator using this form must
be sent (if reasonably possible) by email in t he elec t ronic format required by t he operat or
for disseminat ion, or ot herwise by email in anot her elec t ronic format , by anot her elec t ronic
method consented to by the operator, or (if none of these is reasonably possible) by
delivery.
Disc losure t o t he list ed issuer using t his form must be sent by email or another electronic
method consented to by the issuer or by delivery.
Specific instructions on disclosure required by form
The date on which substantial holding began is the date of the relevant event for
disc losure in t his form, and it may be relevant to subsequent disc losures for this
subst ant ial holding.
Substantial product holder(s) giving disclosure
Y ou may give 1 disc losure for 2 or more subst antial produc t holders if—
• t hey have a similar or relat ed subst ant ial holding in t he same list ed issuer; and

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• they are disclosing the same type of event disclosure; and
• they are assoc iates under sec tion 12(1) of the Financ ial Markets Conduc t Act 2013
or c onnected in the ways set out in sec tion 237(a) to (e) of that Ac t (and this
assoc iation or c onnec tion is set out in this form under the heading “Additional
information”); and
• it is c lear whic h informat ion relat es t o whic h subst ant ial produc t holder(s) in t he
disc losure, and the disc losure is not c onfusing in any other way as a c onsequence.
Summary of substantial holding
Under this heading, state the name(s) of the substantial produc t holder(s) to whic h the
summary relates. Separate summaries should be given (repeated within this form or
attached to this form) for eac h substantial produc t holder for whom the information differs.
The total number held in class is the total number of quoted voting produc ts, in the
c lass, in whic h the named substantial produc t holder has a relevant interest at the time
that that person began to have the subst antial holding.
If the person has a relevant interest in a derivative where the underlying is a quoted voting
produc t of a listed issuer, the person is treated as having a relevant interest in a number of
those produc ts that is c alc ulated under regulation 132 (and, ac c ordingly, the total
number held in class must inc lude this number of produc ts).
The total in class is the total number of quoted voting products in the class that was most
rec ently published in a doc ument published by the listed issuer and distributed to holders
of that class or on the licensed market operator’s Internet site (see sec tion 283 of the
Financ ial Markets Conduc t Ac t 2013), unless you know that number is not c orrec t.
The total percentage held in class is the total number held in c lass (inc luding any
derivat ive relevant int erest s) divided by t he t ot al in c lass mult iplied by 100 (rounded t o 3
dec imal plac es).
Details of relevant interests
Under this heading, state the name(s) of the substantial produc t holder(s) to whic h the
det ails relat e. Separat e det ails should be given (repeat ed wit hin t his form or at t ached t o
this form) for eac h substantial produc t holder for whom the information differs.
T he disc losure for nature of relevant interest(s) requires you to describe, as at the date
on whic h the person began to have the substantial holding, the nature of eac h relevant
interest in the substantial holding, and to—
• st at e t hat t he relevant int erest is “qualified” or “c ondit ional” if t here is any
qualific at ion on the substantial product holder’s relevant interest power to exercise,
or control the exercise of, a right to vote, acquire, or dispose of any of the financial
produc ts in the substantial holding; and
• inc lude the details of any trust, arrangement, agreement, or understanding under
whic h, or by virtue of whic h, the relevant interest or that qualific ation arises
(relevant agreement); and

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• if there is a relevant agreement for a relevant interest or qualification, attach to the
disclosure the relevant agreement (if in writ ing) or (if t he relevant agreement is not
in writing) a document setting out its material terms (a relevant agreement
document) unless—
• the exemption for ownership relevant interests under regulation 141 applies;
or
• the investment management c ontract exemption under regulation 142
applies; or
• the Financ ial Markets Authority has granted an exemption from
regulat ion 139.
If you have more than 1 relevant interest in the substantial holding, you must provide the
details for each type of relevant interest (by separately repeating it within the form, or
attaching it to the form, for eac h relevant interest for whic h the information differs) and
c learly indic at e t o whic h relevant int erest t he informat ion relat es.
The number held in class is the number of quoted voting produc ts, in the c lass, in whic h
the named substantial produc t holder has the desc ribed relevant interest.
If the person has a relevant interest in a derivative where the underlying is a quoted voting
product of a listed issuer, the person is treated as having a relevant interest in a number of
those produc ts that is c alc ulated under regulation 132 (and, ac c ordingly, the number held
in class must inc lude this number of produc ts).
The percentage held in class is t he number held in c lass divided by t he t ot al in c lass
mult iplied by 100 (rounded t o 3 dec imal plac es).
The current registered holder is the person who is the current registered holder of the
financ ial produc ts to whic h the relevant interest relates. If this person is not known, state
“unknown”. If there are different registered holders for different parcels of financial
produc t s, c learly indic at e whic h regist ered holder relat es t o whic h financ ial produc t s.
The registered holder once transfers are registered is t he person who will be t he
registered holder once all transfers (if any) disclosed in the form are registered. If this
person is not known, state “unknown”. If there are different registered holders for
different parc els of financ ial produc ts, c learly indic at e which regist ered holder relat es t o
whic h financ ial produc ts.
If the substantial produc t holder has a relevant interest in a derivative where the
underlying is a quoted voting produc t of a listed issuer, the details of derivative requires
t he following det ails t o be given:
• the notional value of the derivative (if any) (whic h is the fac e value or the notional
amount in respect of the derivative as at the date on which the relevant agreement
is entered into) or the notional number of underlying financ ial produc t s (if any):
• a statement as to whether the derivative is cash-settled or physic ally set t led:
• the maturity date of the derivative (if any):

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• the expiry date of the derivative (if any):
• any prices specified in the terms of the derivative (if any) (eg, the strike price of an
option or the pric e at whic h a c ontract for differenc e was acquired):
• any other details needed to understand how the amount of the c onsideration
payable under the derivative or the value of the derivative is affected by the value of
the underlying quoted voting produc ts.
E x a mple
ABC Limited enters into a pre-bid agreement with Y Limited to acquire 10% of the shares of a listed
issuer. ABC Limited already holds 4% of those shares. So the disclosure might state—
Details for ABC Limited
Nature of relevant interest: power to acquire financial products under pre-bid agreement with Y
Limited dated 1 March 2014 (attached as document A, 30 pages).
For that relevant interest,—
(a) number held in class: 1 000 000
(b) percentage held in class: 10%
(c) current registered holder of financial products: Y Limited
(d) registered holder of financial products once transfer is registered: ABC Limited
Nature of relevant interest: beneficial owner of financial products.
No relevant agreement document needs to be attached under regulation 139.
For that relevant interest,—
(a) number held in class: 400 000
(b) percentage held in class: 4%
(c) current registered holder of financial products: ABC Limited
(d) registered holder of financial products once transfer is registered: not applicable
If ABC Limited is a wholly owned subsidiary of X Limited, the disclosure might also include—
Details for X Limited
Nature of relevant interest: deemed relevant interest arising from shareholding in ABC Limite d.
No relevant agreement document needs to be attached under regulation 139.
For that relevant interest,—
(a) number held in class: 1 400 000
(b) percentage held in class: 14%
(c) current registered holder of financial products: Y Limited as to 1 000 000, ABC Limited as to
400 000
(d) registered holder of financial products once transfer is registered: ABC Limited as to
1 400 000.
Details of transactions and events giving rise to substantial holding
Disc losure is required for t he t ransac tions or event s under whic h eac h relevant interest in
the substantial holding was ac quired—
• in the 4 months before the date on whic h the person began to have the substantial
holding; or
• if the listed issuer listed less than 4 months before that date, in the period between
listing and that date.

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For each of those transactions or events, or for on-market trades that may be aggregated
under t hese inst ruc t ions, insert t he following det ails as a narrat ive or list , c learly indic at ing
which relevant interest or interests were affected and (if disc losure is given for more t han
1 substantial produc t holder) who was the substantial produc t holder:
• the date of the transac tion or event (or the date of the beginning and end of the
period of aggregated on-market t rades):
• the nature of the transac tion or event. This is the means by whic h the relevant
interest was acquired (for example, “exercise of options”, “entry into pre-bid
agreement”):
• the name of any other party or parties to the transac tion or event (if known and if
not an on-ma rket trade):
• t he c onsiderat ion, expressed in New Zealand dollars, paid for t he ac quisit ion of t he
relevant interest (or the total consideration paid for aggregated on-market t rades).
If the c onsideration was not in c ash, and c annot readily be c onverted into a cash
value, desc ribe t hat c onsideration:
• the number of financ ial produc ts to whic h the transaction or event related (or the
total number of financ ial produc ts to whic h the aggregated on-market t rades
related).
On-market trades may be aggregated for the purposes of this disclosure (but acquisitions
and dispositions must be separately aggregated).
An on-market trade is an ac quisit ion or a disposit ion of a quot ed vot ing produc t t hat is
traded on, or reported through, the trading system operated by the licensed market
operator or a financ ial produc t market in a jurisdic tion set out in Sc hedule 15.
Additional information
T he disc losure relat ing t o t he nature of connection between substantial product
holders is t he just ific at ion for giving t he disc losure for more t han 1 holder (if 1 disc losure
is made for 2 or more holders).
Certification
Under sec tion 512 of the Financ ial Markets Conduc t Ac t 2013, it is an offenc e if a person
makes, or aut horises t he making of, a mat erially false or misleading st at ement in t his f o rm
knowing it t o be false or misleading.