SPH Notice – Tracy Leanne Rowsell
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 (NZX)
and
To NZ Automotive Investments Limited (NZAI)
Relevant event being disclosed: Movement of 1% or more in the substantial holding(s)
Date of relevant event: 1 April 2023
Date this disclosure made: 30 May 2023
Date last disclosure made: 8 July 2022
Substantial product holder(s) giving disclosure
Full name(s): Tracy Leanne Rowsell
Summary of substantial holding
Class of quoted voting products: Ordinary shares in NZAI (NZX Code: NZA)
Summary for the Tracy Leanne Rowsell
For this disclosure,—
(a) total number held in class: 15,161,435
(b) total in class: 45,554,500
(c) total percentage held in class: 33.282%
For last disclosure,—
(a) total number held in class: 27,199,233
(b) total in class: 45,554,500
(c) total percentage held in class: 59.707%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
Eugene Williams and TLR Williams Trustee Company Limited (Williams Trustee Co) are
the trustees of the E & Co Trust (together, the Williams Trustees). Tracy Rowsell is the
sole director and shareholder of Williams Trustee Co, which is an independent trustee
company with no beneficial interests, and has the power to exercise, or to control the
exercise of, a right to vote attached to 20% or more of the voting products in Williams
Trustee Co. As a result, Tracy Rowsell has a relevant interest in Williams Trustee Co’s
jointly held shares in NZAI. The number of shares in NZAI held by the Williams Trustees
has decreased since the substantial product holder notice from Tracy Rowsell dated 8 July
2022. The Williams Trustees have made aggregated on market sales of 542,555 ordinary
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shares in NZAI, for total consideration of $130,781.57 as follows:
Date
Description of
Transaction
Average
Price per
share ($)
Number of
Shares sold
Total
Consideration
05/05/23
On Market sell down.
Transferees are unknown.
0.310278508 5,000 $1,551.39
09/05/23
On Market sell down.
Transferees are unknown.
0.255674915 23,940 $6,120.86
10/05/23
On Market sell down.
Transferees are unknown.
0.2464295 39,000 $9,610.75
11/05/23
On Market sell down.
Transferees are unknown.
0.2500 46,000 $11,500.00
12/05/23
On Market sell down.
Transferees are unknown.
0.2600196 50,098 $13,026.46
16/05/23
On Market sell down.
Transferees are unknown.
0.2470591 46,782 $11,557.92
17/05/23
On Market sell down.
Transferees are unknown.
0.2400 20,000 $4,800.00
19/05/23
On Market sell down.
Transferees are unknown.
0.2331892 44,048 $10,271.52
22/05/23
On Market sell down.
Transferees are unknown.
0.2373942 33,894 $8,046.24
23/05/23
On Market sell down.
Transferees are unknown.
0.2400 4,097 $983.28
24/05/23
On Market sell down.
Transferees are unknown.
0.2400 57,991 $13,917.84
25/05/23
On Market sell down.
Transferees are unknown.
0.2400 2,712 $650.88
26/05/23
On Market sell down.
Transferees are unknown.
0.2292665 168,993 $38,744.43
Totals 542,555.00 $130,781.57
The Williams Trustees previously had a relevant interest in 11,495,243 shares in NZAI held
by David (Yusuke) Sena and Tompkins Wake Trustees 2022 Limited (as trustees of the
Sena Family Trust) (together, the Sena Trustees) which were subject to trading
3
arrangements agreed in the Sale Process Deed dated 15 February 2021 (Sale Process
Deed) entered into between the parties (a copy of the Sale Process Deed is attached to
the substantial product holder notice for Tracy Rowsell dated 25 February 2021). Those
trading arrangements expired on 1 April 2023, in accordance with the terms of the Sale
Process Deed, such that on and from 1 April 2023 the Williams Trustees no longer had a
relevant interest in any shares held by the Sena Trustees.
Details after relevant events
Details for Tracy Leanne Rowsell
Nature of relevant interest(s): Tracy Leanne Roswell has a relevant interest as a result of
her role as the sole director and shareholder of Williams Trustee Co. The Williams Trustees
are joint registered holders of 15,161,435 ordinary shares in NZAI. Tracy Rowsell is the
sole director and shareholder of Williams Trustee Co, which is an independent trustee
company with no beneficial interests, and has the power to exercise, or to control the
exercise of, a right to vote attached to 20% or more of the voting products in Williams
Trustee Co. As a result, Tracy Rowsell has a relevant interest in Williams Trustee Co’s
jointly held shares in NZAI.
For that relevant interest,—
(a) number held in class: 15,161,435
(b) percentage held in class: 33.282%
(c) current registered holder(s): Eugene Williams and TLR Williams Trustee
Company Limited (as to 11,433,973 shares) and Forsyth Barr Custodians Limited
(as to 3,727,462 shares)
(d) registered holder(s) once transfers are registered: Unknown
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of
the relevant interest in the derivative: Not applicable
Additional information
Address(es) of substantial product holder(s): Level 4, 4 Graham Street, Auckland, 1010,
New Zealand
Contact details: Tracy Rowsell | +64 9 3668024 | Tracy.Rowsell@bdo.co.nz
Nature of connection between substantial product holders: The Williams Trustees are joint
registered holders of ordinary shares in NZAI. Eugene Williams is also a beneficial owner
of these jointly held shares.
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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: Sena Trustees and Williams Trustees
Certification
I, Tracy Roswell, 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.
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