SPH Notice - Admetus Capital Limited (Admetus)

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 Vista Group International Limited
Relevant event being disclosed: Movement of 1% or more in substantial holding
Date of relevant event:
27 May 2024
Date this disclosure made:
27 May 2024
Date last disclosure made:
27 May 2024
Substantial product holder(s) giving disclosure
Full name(s): Admetus Capital Limited (Admetus). Admetus’s ultimate holding company is
Admetus Partners Limited, whose shareholders include funds managed or advised by Potentia
Capital Management Pty Ltd.
Summary of substantial holding

Class of quoted voting products: ordinary shares (Shares) in Vista Group International Limited
(NZX Code: VGL) (Vista)
Summary for Admetus
For this disclosure,—
(a) total number held in class: 47,370,474
(b) total in class: 237,676,202
(c) total percentage held in class: 19.931%
For last disclosure,—
(a) total number held in class: 43,865,474
(b) total in class: 237,676,202
(c) total percentage held in class: 18.456%

2
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
On 27 May 2024, Admetus acquired a further 3,505,000 Shares on-market on the NZX for an
aggregate consideration of NZ$7,360,500. These Shares were acquired by Admetus indirectly
from their current holders. Jarden Securities Limited will acquire legal and beneficial title to these
Shares on 29 May 2024 and then Admetus will acquire legal and beneficial title to those shares
from Jarden Securities Limited on 31 May 2024.
As part of the consideration for the trades from their current holders ( being 3,505,000 Shares),
Admetus also agreed to pay an "escalation payment" to each of those sellers, if within 12 months
after the date on which the relevant escalation agreement was entered into, Admetus, a related
company of Admetus or an associate of Admetus:
• enters into a scheme implementation agreement (SIA) with Vista to implement a scheme
of arrangement under Part 15 of the Companies Act 1993 in relation to the acquisition by
that party (or its nominee) of all of the Shares (the Scheme), the price under the
Scheme is greater than the sale price for that acquisition and the Scheme is
implemented in accordance with the SIA. Admetus will pay the difference to the relevant
counterparty within five business days of the Scheme completing; or
• gives a notice under rule 41 of the Takeovers Code of its intention to make a full
takeover offer for all of the equity securities in Vista (Takeover Offer), the price under
the Takeover Offer is greater than the sale price for that acquisition and the Takeover
Offer is declared unconditional in all respects. Admetus will pay the difference to the
relevant counterparty within five business days of the Takeover Offer being declared
unconditional in all respects.
Details after relevant event
Details for Admetus
Nature of relevant interest(s): Beneficial owner of Shares. No relevant agreement is required to be
attached under regulation 139 of the Financial Markets Conduct Regulations 2014.
For that relevant interest,—
(a) total number held in class: 47,370,474
(b) percentage held in class: 19.931%
(c) current registered holder(s): Unknown
(d) registered holder(s) once transfers are registered: Admetus Capital Limited
Additional information
Address(es) of substantial product holder(s): First Floor, Unit 1.3, 5 Sir Tim Wallis Drive, Wanaka
Contact detail s: James Cooney, +64 9 916 8800, james.cooney@bellgully.com

3
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: Jarden Securities Limited
Certification
I, Amitesh Chand, 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.