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SPH Notice – Alaister John Wall

Substantial Holder Notice15 January 2019BGPConsumer Discretionary

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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