SPH Notice – Alaister John Wall
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 Briscoe Group Limited
Relevant event being disclosed: Movement of 1% or more in substantial holding
Date of relevant event: 15 January 2019
Date this disclosure made: 16 January 2019
Date last disclosure made: 13 March 2012
Substantial product holder(s) giving disclosure
Full name(s): Alaister John Wall
Summary of substantial holding
Class of quoted voting products: Briscoe Group Limited Ordinary Shares (NZX: BGP) (BGP
Shares)
Summary for Alaister John Wall
For this disclosure,—
(a) total number held in class: 172,328,656
(b) total in class: 221,599,500
(c) total percentage held in class: 77.766%
For last disclosure,—
(a) total number held in class: 168,094,369
(b) total in class: 213,357,500
(c) total percentage held in class: 78.785%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: The percentage of BGP
Shares in which Alaister Wall holds a relevant interest has decreased as a result of
issuances of BGP Shares to other persons. Details of the relevant issuances between
13 March 2012 and 15 January 2019 (Relevant Period) are set out in Schedule 1. For
completeness, during the Relevant Period, RA Duke Trust and RA Duke Limited have
acquired (directly or indirectly) certain BGP Shares on market aggregating to 4,159,167
BGP Shares for a total consideration of $10,924,562, and Kein Geld (NZ) Limited has
acquired certain BGP Shares on market aggregating to 75,120 for a total consideration of
$238,780.
2
Details after relevant event
Details for Alaister John Wall
Relevant Interest as Trustee of the R A Duke Trust
Disclosure has been previously made by Rodney Adrian Duke and Alaister John Wall as
Trustees of the RA Duke Trust, most recently on 13 March 2012.
1. Nature of relevant interest(s): Power to control the disposal of, and the exercise of the
right to vote attached to, shares. Rodney Adrian Duke and Alaister John Wall, as Trustees
of the RA Duke Trust, own all of the shares in RA Duke Limited, as trustees of the R A
Duke Trust, and they are directors of RA Duke Limited. As disclosed in a substantial
product holder notice dated 13 October 2016, RA Duke Limited itself holds a relevant
interest in respect of shares to which the legal title is held by JB Were (NZ) Nominees
Limited. Alaister Wall is a named person for the relevant account with JB Were (NZ)
Nominees Limited. The material terms of the arrangement under which Alaister Wall has
the ability to give instructions to JB Were (NZ) Nominees Limited in respect of the relevant
account, in relation to the shares and the rights attaching to them (including how to vote
the shares and whether to dispose of them), were disclosed in the substantial security
holder notice lodged by Alaister Wall on 13 March 2012.
For that relevant interest,—
(a) number held in class: 11,708,536
(b) percentage held in class: 5.284%
(c) current registered holder(s): JB Were (NZ) Nominees Limited
(d) registered holder(s) once transfers are registered: N/A
2. Nature of relevant interest(s): Power to control the disposal of, and the exercise of the
right to vote attached to, shares. Rodney Adrian Duke and Alaister John Wall, as Trustees
of the RA Duke Trust hold a relevant interest (most recently disclosed on 13 March 2012)
as beneficial owners of shares to which the legal title is held by JB Were (NZ) Nominees
Limited. Alaister Wall is a named person for the account with JB Were (NZ) Nominees
Limited. The material terms of the arrangement under which Alaister Wall has the ability to
give instructions to JB Were (NZ) Nominees Limited in respect of the relevant account, in
relation to the shares and the rights attaching to them (including how to vote the shares
and whether to dispose of them), were disclosed in the substantial security holder notice
lodged by Alaister Wall on 13 March 2012.
For that relevant interest,—
(a) number held in class: 159,095,000
(b) percentage held in class: 71.794%
(c) current registered holder(s): JB Were (NZ) Nominees Limited
(d) registered holder(s) once transfers are registered: N/A
3
(Note, although Rodney Adrian Duke and Alaister John Wall, as Trustees of the RA Duke
Trust own all of the shares in RA Duke Limited, the numbers above in respect of the RA
Duke Trust exclude the shares held by RA Duke Limited (which have been disclosed under
the first relevant interest above).)
Relevant Interest as Trustee of the Tunusa Trust
Nature of relevant interest(s): Registered holder and non-beneficial interest as a trustee of
the Tunusa Trust, which holds securities, together with power to control the disposal of,
and the exercise of the right to vote attached to, shares. Any decision made by the
trustees in relation to the securities must be made jointly.
For that relevant interest,—
(a) number held in class: 1,230,000
(b) percentage held in class: 0.555%
(c) current registered holder(s): Alaister John Wall, Beverley Ann Wall, and Benedict
Douglas Tauber, as Trustees of the Tunusa Trust
(d) registered holder(s) once transfers are registered: No change
Relevant Interest as Registered Holder and Beneficial Owner
Nature of relevant interest(s): Registered holder and beneficial owner of securities
For that relevant interest,—
(a) number held in class: 220,000
(b) percentage held in class: 0.099%
(c) current registered holder(s): Alaister John Wall
(d) registered holder(s) once transfers are registered: No change
Relevant Interest as Trustee of the Kein Geld Trust
Nature of relevant interest(s): Power to control the disposal of, and the exercise of the
right to vote attached to, shares. Alaister John Wall is a trustee of the Kein Geld Trust,
which owns all of the shares in Kein Geld (NZ) Limited and is a director of Kein Geld (NZ)
Limited. Kein Geld Limited owns BGP Shares, legal title to which is held by JB Were (NZ)
Nominees Limited. Alaister Wall is a named person for the relevant account with JB Were
(NZ) Nominees Limited. Accordingly, the arrangement under which a relevant interest
arises is by virtue of his ability to give instructions in relation to the securities and rights
attaching to them, including how to vote the securities and whether to dispose of them.
For that relevant interest,—
(a) number held in class: 75,120
(b) percentage held in class: 0.034%
4
(c) current registered holder(s): JB Were (NZ) Nominees Limited
(d) registered holder(s) once transfers are registered: N/A
Additional information
Address(es) of substantial product holder(s): 53 Shelly Beach Road, Saint Marys Bay,
Auckland 1011
Contact details: Alaister Wall; alaister@briscoes.co.nz; 0275633367
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: In respect of certain BGP Shares outlined in this
notice, Rodney Adrian Duke and Alaister John Wall as Trustees of the RA Duke Trust, with
the most recent disclosure on 13 March 2012 and RA Duke Limited, with the most recent
disclosure on 13 October 2016. Alaister Wall and Rodney Duke have each given various
director and officer disclosures during the Relevant Period (although Alaister Wall is no
longer required to give such disclosures).
Certification
I, Alaister John Wall, 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.
5
SCHEDULE 1
Issuances of BGP Shares between 13 March 2012 and 15 January 2019
Date No. shares
Date
No.
shares
Date
No.
shares
Date
No.
shares
Date
No.
shares
issued
issued
issued
issued
issued
14/03/12
240,000
30/10/14
170,000
15/04/16
5,000
25/10/16
10,000
2/10/17
16,000
16/03/12
55,000
3/02/15
25,000
18/04/16
30,000
25/10/16
10,000
10/10/17
10,000
20/03/12
30,000
26/02/15
10,000
28/04/16
80,000
27/10/16
10,000
8/02/18
10,000
28/03/12
5,000
3/03/15
170,000
2/05/16
35,000
28/10/16
15,000
23/02/18
30,000
10/09/12
10,000
16/03/15
80,000
4/05/16
10,000
9/11/16
30,000
20/03/18
5,000
5/03/13
215,000
2/04/15
261,000
11/05/16
20,000
10/11/16
5,000
21/03/18
30,000
6/03/13
250,000
29/04/15
20,000
12/05/16
15,000
3/02/17
15,000
22/03/18
3,000
15/03/13
473,000
27/07/15
20,000
14/06/16
20,000
21/03/17
5,000
26/03/18
5,000
18/03/13
20,000
31/07/15
32,000
29/07/16
24,000
27/03/17
30,000
3/04/18
45,000
19/03/13
17,000
27/08/15
30,000
2/08/16
190,000
7/04/17
50,000
4/04/18
10,000
21/03/13
30,000
8/09/15
25,000
2/08/16
12,000
11/04/17
70,000
6/04/18
12,000
3/04/13
117,000
16/09/15
20,000
3/08/16
10,000
12/04/17
88,000
13/04/18
20,000
15/04/13
15,000
25/09/15
25,000
5/08/16
30,000
13/04/17
30,000
18/04/18
10,000
20/06/13
20,000
28/09/15
27,000
9/08/16
15,000
20/04/17
50,000
30/04/18
10,000
31/07/13
20,000
30/09/15
40,000
31/08/16
170,000
21/04/17
30,000
4/05/18
20,000
6/08/13
20,000
8/10/15
20,000
6/09/16
170,000
1/05/17
20,000
5/05/18
30,000
12/09/13
10,000
21/10/15
20,000
13/09/16
42,930
15/05/17
20,000
6/07/18
30,000
11/10/13
10,000
3/11/15
55,000
14/09/16
105,000
29/06/17
20,000
11/07/18
10,000
23/10/13
27,000
4/11/15
50,000
15/09/16
10,000
27/07/17
10,000
17/07/18
30,000
31/10/13
42,500
5/11/15
35,000
23/09/16
12,000
9/08/17
20,000
23/07/18
10,000
7/11/13
420,000
11/11/15
20,000
27/09/16
240,000
28/08/17
170,000
22/11/18
170,000
9/12/13
30,000
28/01/16
20,000
28/09/16
21,000
31/08/17
15,000
30/11/18
10,000
18/12/13
30,000
15/02/16
30,000
28/09/16
5,070
6/09/17
385,000
4/01/19
170,000
14/01/14
20,000
18/03/16
20,000
29/09/16
20,000
7/09/17
15,000
14/01/19
80,000
24/01/14
50,000
21/03/16
45,000
29/09/16
18,000
12/09/17
69,000
14/01/19
25,000
30/01/14
30,000
24/03/16
195,000
7/10/16
2,000
13/09/17
12,000
15/01/19
30,000
13/03/14
435,000
1/04/16
25,000
7/10/16
7,000
15/09/17
30,000
4/04/14
38,000
5/04/16
10,000
12/10/16
10,000
19/09/17
28,000
23/10/14
130,500
6/04/16
50,000
20/10/16
30,000
21/09/17
35,000
24/10/14
255,000
11/04/16
25,000
20/10/16
80,000
22/09/17
35,000
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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