SPH Notice – Stewart Trustees
100080615/3821103.1
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 TIL Logistics Group Limited (NZX: TLL)
Relevant event being disclosed: Movement of 1% or more in substantial holding
Date of relevant event: 10 October 2018
Date this disclosure made: 10 October 2018
Date last disclosure made: 7 December 2017
Substantial product holder(s) giving disclosure
Full name(s): Kaylene Stewart, Larry Stewart and SR Taranaki
Trustees Limited (“Stewart Trustees”)
Summary of substantial holding
Class of quoted voting products: Ordinary shares
Summary for Stewart Trustees
For this disclosure,—
(a) total number held in class: 65,341,378
(b) total in class: 82,507,548
(c) total percentage held in class: 79.194%
For last disclosure,—
(a) total number held in class: 66,919,731
(b) total in class: 81,459,483
(c) total percentage held in class: 82.151%
Details of transactions and events giving rise to relevant event Details
of the transactions or other events requiring disclosure:
On 8 October 2018, Bowker Holdings 99 Limited (“Bowker”) filed a substantial product
holder notice (“SPH Notice”) stating that it had advised TIL Logistics that it intends to
undertake a sale of up to 10,400,000 ordinary shares in TIL Logistics (“Sale Shares”),
representing approximately 12.605% of all TIL Logistics ordinary shares by way of a
bookbuild process managed by Woodward Partners (“Block Trade”). The Block Trade
settled on 10 October 2018 and Bowker sold 2,468,900 ordinary shares, at a price of
100080615/3821103.1
$1.50 per share to investors participating in the Block Trade. Accordingly, the number of
shares in which the Stewart Trustees have a relevant interest has reduced.
Details after relevant event
Details for Stewart Trustees
Nature of relevant interest(s): Registered holders and beneficial owners
(jointly), in their capacity as trustees of the
LW and KJ Stewart Family Trust, of ordinary
shares in TIL Logistics Group Limited (no
relevant agreement attached as per
regulation 141).
For that relevant interest,—
(a) number held in class: 675,529
(b) percentage held in class: 0.819%
(c) current registered holder(s): No change
(d) registered holder(s) once transfers are registered: No change
Details for Stewart Trustees
Nature of relevant interest(s): The Stewart Trustees have the power to exercise the right
to vote attached to 20% or more of the voting rights of each of Hooker Bros. Investments
Limited and Hooker Bros (1989) Limited (“Hooker Bros. Entities”), resulting in the
Stewart Trustees having a relevant interest in the financial products of TIL Logistics Group
Limited held by each of the Hooker Bros. Entities. The Hooker Bros. Entities each have the
power to exercise the right to vote attached to 20% or more of the voting rights of
Bowker, resulting in the Stewart Trustees having a relevant interest in the financial
products of TIL Logistics Group Limited held by Bowker.
Bowker’s power of disposal of its shares has been qualified by the escrow deed (subject to
the exclusions in the escrow deed permitting, amongst other things, the sale of up to
10,400,000 shares) between TIL Logistics Group Limited and Bowker dated 8 October
2018 (attached to the SPH Notice, dated 8 October 2018).
For that relevant interest,—
(a) number held in class: 64,665,849
(b) percentage held in class: 78.376%
(c) current registered holder(s): No change
(d) registered holder(s) once transfers are registered: Unknown
100080615/3821103.1
Additional information
Address(es) of substantial product holder(s): 4 Carlton Terrace, Westown, New Plymouth
4310
Contact details: Larry Stewart, (06) 753 4010, lwstewart1948@gmail.com
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: Bowker; Gregory James Kern; Kern Group
(Logistics) Pty Limited; Kern Group Pty Limited; Kern Consulting Group Super Fund; Alan
Paul Terris; James Ramsay, Nerida Joy Ramsay and RMY Trustees (2010) Limited; Gregory
Peter Whitham; Kevin Garnet Smith
Certification
I, Larry Stewart, 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.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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