SPH Notice – NZ Automotive Investments Limited

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DISCLOSURE OF CEASING TO HAVE SUBSTANTIAL HOLDING
Section 279, Financial Markets Conduct Act 2013
To NZX Limited (NZX)
and
To NZ Automotive Investments Limited (NZA)
Date this disclosure made: 30 May 2023
Date last disclosure made: 1 April 2022
Date on which substantial holding ceased: 30 May 2023
Substantial product holder(s) giving disclosure
Full name(s): NZ Automotive Investments Limited
Summary of previous substantial holding
Class of quoted voting products: Ordinary shares in NZA (NZX Code: NZA)
Summary for NZA
For last disclosure,—
(a)total number held in class: 18,993,50
0
(b)total in class: 45,554,500
(c
)total percentage held in class: 41.694%
For current holding after ceasing to have substantial holding,—
(a)total number held in class: 170,000
(b)total in class: 45,554,500
(c)total percentage held in class: 0.373%
Details of transactions and events giving rise to ceasing of substantial holding
Details of the transactions or other events requiring disclosure:
David (Yusuke) Sena and TLR (Sena) Trustee Service No.2 Limited (TLRT) as trustees of the Sena Family Trust
(Sena Trustees) and Eugene Williams and TLR Williams Trustee Company Limited as trustees of the E & Co
Trust (together with the Sena Trustees, the Escrowed Shareholders) were parties to an escrow deed dated
15 February 2021 (the Escrow Deed) with NZA in respect of the 41,830,000 shares held by the Escrowed
Shareholders (the Escrowed Shares). A copy of the Escrow Deed was attached to the substantial product
holder disclosure made by NZA on 25 February 2021.
On 8 July 2022, TLRT resigned, and was replaced by Tompkins Wake Trustee Services 2022 Limited (TWT),
as a trustee of the Sena Family Trust and TWT entered into a Deed of Adherence pursuant to which it
agreed to observe and perform all of the obligations under the Escrow Deed of TLRT and to be bound by the
terms of the Escrow Deed in its capacity as a trustee of the Sena Family Trust. In this notice:

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•references to the Sena Trustees in respect of matters or events occurring after 8 July 2022 shall
include a reference to TWT instead of TLRT; and
•references to the Escrowed Shareholders in respect of matters or events occurring after 8 July
2022 shall include a reference to TWT instead of TLRT.
The Escrowed Shareholders agreed not to sell or otherwise dispose of, or do or omit to do, anything which
could have the effect of transferring the effective ownership or control of their shares until the first day
after the date on which NZA releases to NZX its results announcement in respect of the full year ended 31
March 2023, subject to the following:
•During the period from the date of listing of NZA on the NZX Main Board and ending on 31 March
2021 (First Restricted Period), the Escrowed Shareholders were entitled to sell up to 10% of their
combined shares in NZA.
•During the period from the first day following the expiry of the First Restricted Period and ending
on 31 March 2022 (Second Restricted Period), the Escrowed Shareholders were entitled to sell up
to an additional 20% of their combined shares in NZA.
•During the period from the first day following the expiry of the Second Restricted Peri
od and
e
nding on 31 March 2023 (Third Restricted Period), the Escrowed Shareholders were entitled to
sell up to an additional 25% of their combined shares in NZA,
subject to limited exceptions set out in the Escrow Deed. Accordingly, NZA had the power (through the
Escrow Deed) to control the acquisition and disposition of the Escrowed Shares.
NZA ceased to have a relevant interest in 20% of the Escrowed Shares upon expiry of the First Restricted
Period (as set out in NZA’s disclosure on 9 June 2021. NZA ceased to have a relevant inte rest in 25% of the
Escrowed Shares upon expiry of the Second Restricted Period (as set out in NZA’s disclosure on 1 April
2022).
On 30 May 2023, being the first day after the date on which NZAI released to NZX its results announcement
in respect of the full year ended 31 March 2023, the escrow restrictions set out in the Escrow Deed ended
such that NZA no longer has a relevant interest in any of the Escrowed Shares.
NZA separately has a relevant inte rest in 170,000 shares in NZA held by Martin James Blockley, Jonathan
Michael Alan Purdey and Withers Tsang & Co Trustees Limited as detailed in the substantial product holder
disclosure made by NZA on 25 February 2021.
Additional information
Address(es) of
substantial product holder(s): 102 Mays Road, Onehunga, Auckland 1061, N ew Zealand
Contact details:
Paul Millward | +64 27 448 6458 | paul.m@nzautomotiveinvestments.co.nz
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:
Nil.
Certification
I, Paul Millward, 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.