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SPH Notice – James Ramsay, Nerida Joy Ramsay & RMY Trustees

Substantial Holder Notice3 December 2018MOVIndustrials

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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

Note: This form must be completed in accordance with the instructions at the end of the

form.

To NZX Limited

and

To TIL Logistics Group Limited (NZX: TLL)

Relevant event being disclosed: Movement of 1% or more in substantial holding and

change in nature of relevant interest

Date of relevant event: 30 November 2018

Date this disclosure made: 30 November 2018

Date last disclosure made: 10 October 2018

Substantial product holder(s) giving disclosure

Full name(s): James Ramsay, Nerida Joy Ramsay and RMY Trustees

(2010) Limited (“Ramsay Trustees”)

Summary of substantial holding

Class of quoted voting products: Ordinary shares

Summary for Ramsay Trustees

For this disclosure,—

(a) total number held in class: 58,770,836

(b) total in class: 85,174,215

(c) total percentage held in class: 69.001%

For last disclosure,—

(a) total number held in class: 66,016,907

(b) total in class: 82,507,548

(c) total percentage held in class: 80.013%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure:

On 30 November 2018 Bowker Holdings 99 Limited (“Bowker Holdings”) undertook an in

specie distribution to its shareholders (which include the Ramsay Trustees, Hooker Bros.

Investments Limited and Hooker Bros. (1989) Limited (“Hooker Bros. Entities”)) of all of



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the ordinary shares held by Bowker Holdings in TIL Logistics Group Limited (“TIL

Logistics”). As a result:

a) a total of 2,157,256 ordinary shares in TIL Logistics were transferred from Bowker

Holdings to the Ramsay Trustees;

b) the Hooker Bros. Entities are now the registered holders of a total of 55,262,522

ordinary shares in TIL Logistics (prior to the in specie distribution Hooker Bros.

Investments and Hooker Bros. (1989) each had a relevant interest in the financial

products of TIL Logistics held by Bowker Holdings as they each have the power to

exercise the right to vote attached to 20% or more of the voting rights of Bowker

Holdings);

c) each of the Hooker Bros. Entities’ substantial holding in TIL Logistics has decreased

by more than 1% as they no longer have a relevant interest in all the financial

products of TIL Logistics previously held by Bowker Holdings; and

d) Bowker Holdings no longer holds any ordinary shares in TIL Logistics.

Details after relevant event

Details for Ramsay Trustees

Nature of relevant interest(s): Registered holders and beneficial owners (jointly), in their

capacity as trustees of the James Ramsay Family Trust, of ordinary shares in TIL Logistics

For that relevant interest,—

(a) number held in class: 1,754,157

(b) percentage held in class: 2.059%

(c) current registered holder(s): (a) Ramsay Trustees (675,529 ordinary shares); (b)

Bowker Holdings (1,078,628 ordinary shares)

(d) registered holder(s) once transfers are registered: Ramsay Trustees


Details for Ramsay Trustees

Nature of relevant interest(s): Registered holders and beneficial owners (jointly), in their

capacity as trustees of the Nerida Joy Ramsay Family Trust, of ordinary shares in TIL

Logistics

For that relevant interest,—

(a) number held in class: 1,754,157

(b) percentage held in class: 2.059%

(c) current registered holder(s): (a) Ramsay Trustees (675,529 ordinary shares); (b)

Bowker Holdings (1,078,628 ordinary shares)



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(d) registered holder(s) once transfers are registered: Ramsay Trustees


Details for Ramsay Trustees

Nature of relevant interest(s): The Ramsay Trustees have the power to exercise the right

to vote attached to (i) 10% of the voting rights of each of the Hooker Bros. Entities in their

capacity as trustees of the James Ramsay Family Trust, and (ii) a further 10% of the

voting rights in their capacity as trustees of the Nerida Joy Ramsay Family Trust.

Accordingly, the Ramsay Trustees have, in aggregate, the power to exercise the right to

vote attached to 20% or more of the voting rights of each of the Hooker Bros. Entities,

resulting in the Ramsay Trustees having a relevant interest in the financial products of TIL

Logistics held by each of the Hooker Bros. Entities.

For that relevant interest,—

(a) number held in class: 55,262,522

(b) percentage held in class: 64.882%

(c) current registered holder(s): Bowker Holdings

(d) registered holder(s) once transfers are registered: (a) Hooker Bros. Investments:

29,529,277 ordinary shares; (b) Hooker Bros. (1989): 25,733,245 ordinary shares

Additional information

Address(es) of substantial product holder(s): 2/1 Sackville Street, New Plymouth, 4312

Contact details: Jim Ramsay, (06) 755 9990, jim.ramsay@til.kiwi

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: TIL Logistics Group Limited; Bowker Holdings 99

Limited; Hooker Bros. Investments Limited; Hooker Bros. (1989) Limited; Alan Paul Terris;

Kevin Garnet Smith; Kaylene Stewart, Larry Stewart and SR Taranaki Trustees Limited;

Gregory Peter Whitham

Disclosure has effect for purposes of directors’ and senior managers’ disclosure

James Ramsay is also a director of TIL Logistics Group Limited. This disclosure also

constitutes disclosure for the purposes of the directors’ and senior managers’ disclosure

obligations.

Certification

I, James Ramsay, 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.