SPH Notice – Masfen Securities Limited (‘MSL’)
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 Metro Performance Glass Limited
Relevant event being disclosed: Movement of 1% or more in substantial holding and
change in nature of relevant interest
Date of relevant event: 17 July 2023
Date this disclosure made: 18 July 2023
Date last disclosure made: 17 February 2020
Substantial product holder giving disclosure
Full name: Masfen Securities Limited (‘MSL’)
1
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Metro Performance Glass Limited
(‘MPG’)
Summary for MSL
For this disclosure,—
(a) total number held in class: 46,566,659
(b) total in class: 185,378,086
(c) total percentage held in class: 25.120%
For last disclosure,—
(a) total number held in class: 26,277,429
2
(b) total in class: 185,378,086
(c) total percentage held in class: 14.175%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: On 17 July 2023, MSL
entered into a co-operation and process agreement (‘Co-operation Agreement’) with
Takutai Limited. Under the Co-operation Agreement, the parties have agreed to work
1
The last disclosure of 17 February 2020 details the relevant interests held by Peter Masfen, Anatole Masfen
and Raphael Yan (including through the Opito Trust, the PH Masfen Charitable Trust, the Eugenie Masfen
Yan Trust, Apollo Holdings Limited, and other arrangements).
2
Since the last disclosure of 17 February 2020, the Opito Trust acquired 1,703,568 MPG shares on 9
September 2020 and 150,000 MPG shares on 11 September 2020. Raphael Yan acquired 72,386 MPG
shares on 19 February 2020 and 170,000 MPG shares on 5 May 2020.
2
together in connection with the potential acquisition by them (and/or one or more special
purpose vehicles established by the parties) of all or a substantial part of the ordinary
shares in MPG or MPG’s assets and business by way of a scheme of arrangement under
Part 15 of the Companies Act 1993 or other transaction structure.
A copy of the Co-operation Agreement is attached to this disclosure (12 pages).
A change in the nature of MSL’s relevant interest has arisen as:
• MSL has the power to indirectly control the acquisition or disposal of additional
quoted voting products of MPG that are subject of the Co-operation Agreement; and
• there is a qualification on MSL’s power to indirectly control the disposal of the quoted
voting products of MPG held by MSL pursuant to the terms of the Co-operation
Agreement.
Details after relevant event
Details for MSL
Nature of relevant interest 1: Registered or beneficial holder of ordinary shares in MPG
For that relevant interest,—
(a) number held in class: 26,277,429
(b) percentage held in class: 14.175%
(c) current registered holder: No change since last disclosure
(d) registered holder once transfers are registered: Not applicable
There is a qualification on MSL’s power to indirectly control the disposal of the quoted
voting products of MPG held by MSL pursuant to the terms of the Co-operation Agreement.
Nature of relevant interest 2: Power to indirectly control how the following quoted voting
products will be disposed of or otherwise dealt with under the Co-operation Agreement
For that relevant interest,—
(a) number held in class: 20,289,230
(b) percentage held in class: 10.945%
(c) current registered holder: Takutai Limited
(d) registered holder once transfers are registered: Not applicable
Additional information
Address of substantial product holder: C/- Artemis Capital, Level 35, Vero Centre, 48
Shortland Street, Auckland
Contact details: Philip Talacek | 027 561 4849 | philip@artemiscapital.co.nz
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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: Takutai Limited
Certification
I, Philip John Talacek, 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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