SPH Notice – James Ramsay, Nerida Joy Ramsay & RMY 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
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
100080615/3821103.1
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.