SPH Notice – Oceania Healthcare Holdings Limited (“OHHL”)

Disclosure of ceasing to have a substantial holding
Sections 279, 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 Oceania Healthcare Limited
Date this disclosure made: 3 February 2020
Date last disclosure made: 29 January 2020
Date on which substantial holding ceased: 3 February 2020
Substantial product holder(s) giving disclosure
Full name(s):
Oceania Healthcare Holdings Limited ("OHHL")
Macquarie Group Limited, Macquarie Specialised Asset Management Limited (as
responsible entity of Macquarie Global Infrastructure Fund II (A) and Macquarie Global
Infrastructure Fund III (A)), Macquarie Specialised Asset Management 2 Limited (as
responsible entity of Macquarie Global Infrastructure Fund II (B) and Macquarie Global
Infrastructure Fund III (B)) and Lombard Odier Infrastructure Fund GP Limited as general
partner of the Lombard Odier Macquarie Infrastructure Fund L.P. (together, "Responsible
Entities")
Summary of previous substantial holding
Class of quoted voting products: Ordinary shares in Oceania Healthcare Limited (NZX
Code: OCA) ("Oceania")
Summary for OHHL, Macquarie Group Limited and the Responsible Entities
For last disclosure,—
(a)
total number held in class: 251,202,979
(b)total in class: 609,362,859 (excludes treasury stock)
(c)
total percentage held in class: 41.224%
For current holding after ceasing to have substantial holding,—
(a)
total numbe
r held in class: 0
(b)
total in class: 609,362,859 (excludes treasury stock)
(c)
total percentage held in class: 0%
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Details of transactions and events giving rise to ceasing of substantial holding
Details of the transactions or other events requiring disclosure: On 29 January 2020, OHHL
entered into a block trade agreement with Craigs Investment Partners Limited, Jarden
Partners Limited and Macquarie Securities (NZ) Limited, under which OHHL appointed
those parties to manage and underwrite the sale of 251,202,979 ordinary shares in
Oceania held by OHHL for NZ$1.20 per share. Settlement of that sale occurred on 3
February 2020.
Prior to the transaction above, on 22 May 2019, OHHL transferred 2,972,439 ordinary
shares in Oceania to a related party of one of its shareholders as part of an internal
restructure.
Additional information
Address(es) of substantial product holder(s):
Oceania Healthcare Holdings Limited: Russell McVeagh, Vero Centre, Level 30, 48
Shortland Street, Auckland, New Zealand
Macquarie Group Limited and the Responsible Entities: Level 7, 50 Martin Place, Sydney
NSW 2000
Nature of connections between substantial product holders: The Responsible Entities
operate within the Macquarie Infrastructure and Real Assets division of Macquarie Group
Limited. OHHL is majority owned indirectly by institutional funds that are managed by the
Responsible Entities. As a result of the management role performed by the Responsible
Entities for the three institutional funds, Macquarie Group Limited and the Responsible
Entities are collectively in a position to direct the directors of OHHL to act in relation to
certain matters and therefore have a relevant interest in the shares in Oceania held by
OHHL under section 237(a) of the Financial Markets Conduct Act 2013.
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: Craigs Investment Partners Limited, Jarden
Partners Limited and Macquarie Securities (NZ) Limited
Certification
We, Hugh FitzSimons and Patrick McCawe, certify that, to the best of our knowledge and
belief, the information contained in this disclosure is correct and that we are duly
authorised to make this disclosure by all persons for whom it is made.
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