SPH – 2061 and connected persons
100591721/3444-9124-3056.1 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 Being AI Limited
Relevant event being disclosed: change in nature of relevant interest
Date of relevant event: 12 August 2024
Date this disclosure made: 2 September 2024
Date last disclosure made: 3 April 2024
Substantial product holder giving disclosure
Full name: 2061 LP (2061) and E K Trust Limited (EKT)
Summary of substantial holding
Class of quoted voting products: Ordinary shares (BAI)
Summary for 2061 LP and E K Trust Limited
For this disclosure,—
(a) total number held in class: 1,270,000,000
(b) total in class: 1,868,018,828
(c) total percentage held in class: 67.986%
For last disclosure,—
(a) total number held in class: 1,270,000,000
(b) total in class: 1,868,018,828
(c) total percentage held in class: 67.986%
Details of transactions and events giving rise to relevant event
As disclosed in a substantial product holder notice on 3 April 2024, on 29 March 2024 CFT
granted EKT, as trustee for the EK Trust, an option to acquire all of the limited partnership
interest in 2061, and the beneficial interest that CFT had in 270 million shares that 2061
held in BAI, for $31,750,000 in aggregate exercisable on written notice to be given by EKT
to CFT at any time prior to 31 March 2026 (or such later period EKT and CFT may agree in
writing) (the Option). A copy of the Option deed was attached to the substantial product
holder notice dated 3 April 2024. On 12 August 2024, EKT exercised the Option, with the
result that EKT is now the sole limited partner of 2061 in place of CFT and EKT also holds
the beneficial interest in 270 million shares previously held by CFT. CFT no longer has a
relevant interest in any BAI shares.
100591721/3444-9124-3056.1 2
Evan Christian and Katherine Allsopp-Smith, as directors of the general partner for 2061
and the trustee for EKT, continue to have effective control of the voting rights in all BAI
shares held by 2061, with the result that rule 6 of the Takeovers Code has not been
triggered by the exercise of the Option.
Details after relevant event
Details for 2061 LP
Nature of relevant interest(s): 2061 is the registered holder of financial products in its own
right and a holder of financial products for its sole limited partner, EKT, as described
above. 2061’s relevant interest is no longer qualified by the terms of the option granted to
E K Trust Limited described in the substantial product holder notice dated 3 April 2024.
For that relevant interest,—
(a) number held in class: 1,270,000,000
(b) percentage held in class: 67.986%
(c) current registered holder: 2061 LP
(d) registered holder once transfers are registered: N/A
Details for E K Trust Limited
Nature of relevant interest(s): EKT is the beneficial owner of 270 million shares in BAI
For that relevant interest,—
(a) number held in class: 270,000,000
(b) percentage held in class: 67.986%
(c) current registered holder: 2061 LP
(d) registered holder once transfers are registered: N/A
Additional information
Address of substantial product holder: 9 Rarere Road, Takapuna, Auckland, 0622, New
Zealand
Contact details: Evan Christian – +64 21 963463 – evanchristian@wilshire.co.nz
Nature of connection between substantial product holders: 2061, CFT and EKT are under
the effective control of Evan Christian and Katherine Allsopp-Smith.
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: Christian Family Trust Limited
100591721/3444-9124-3056.1 3
Disclosure has effect for purposes of directors’ and senior managers’ disclosure
Katherine Allsopp-Smith is a director of Being AI Limited and Evan Christian is her
alternate director. These disclosures also constitute disclosure for the purposes of the
directors’ and senior managers’ disclosure obligations
Certifications
I, Evan Russell Christian, 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.
---
100592663/3446-8267-6524.1 1
Disclosure of ceasing to have substantial holding
Section 279, Financial Markets Conduct Act 2013
To NZX
and
To Being AI Limited
Date this disclosure made: 2 September 2024
Date last disclosure made: 3 April 2024
Date on which substantial holding ceased: 12 August 2024
Substantial product holder(s) giving disclosure
Full name(s): Christian Family Trust Limited (CFT)
Summary of previous substantial holding
Class of quoted voting products: Ordinary shares (BAI)
Summary for Christian Family Trust Limited
For last disclosure,—
(a) total number held in class: 1,270,000,000
(b) total in class: 1,868,018,828
(c) total percentage held in class: 67.986%
For current holding after ceasing to have substantial holding,—
(a) total number held in class: NIL
(b) total in class: 1,868,018,828
(c) total percentage held in class: NIL
Details of transactions and events giving rise to ceasing of substantial holding
As disclosed on 3 April 2024, on 29 March 2024 CFT granted EKT, as trustee for the
EK Trust, an option to acquire all of the limited partnership interest in 2061, and the
beneficial interest that CFT had in 270 million shares that 2061 held in BAI, for
$31,750,000 in aggregate exercisable on written notice to be given by EKT to CFT at any
time prior to 31 March 2026 (or such later period EKT and CFT may agree in writing) (the
Option). A copy of the Option deed was attached to the substantial product holder notice
then. On 12 August 2024, EKT exercised the Option, with the result that CFT no longer
has a relevant interest in any BAI shares.
Evan Christian and Katherine Allsopp-Smith, as directors of the general partner for 2061
and the trustee for EKT, continue to have effective control of the voting rights in all BAI
shares held by 2061, with the result that rule 6 of the Takeovers Code has not been
triggered by the exercise of the Option.
100592663/3446-8267-6524.1 2
Additional information
Address of substantial product holder: 9 Rarere Road, Takapuna, Auckland, 0622, New
Zealand
Contact details: Evan Christian – +64 21 963463 – evanchristian@wilshire.co.nz
Nature of connection between substantial product holders: 2061, CFT and EKT are under
the effective control of Evan Christian and Katherine Allsopp-Smith.
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: 2061 LP and E K Trust Limited
Disclosure has effect for purposes of directors’ and senior managers’ disclosure
Katherine Allsopp-Smith is a director of Being AI Limited and Evan Christian is her
alternate director. These disclosures also constitute disclosure for the purposes of the
directors’ and senior managers’ disclosure obligations
Certifications
I, Evan Russell Christian, 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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