30 Jun 2016, 09:53AM | SSH
This is to replace the early SSH notice released at 8:31am on 30 June 2016, the only amendment are the two additional documents.
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Marlborough Wine Estates Group Limited
Date this disclosure made: 30 June 2016
Date on which substantial holding began: 30 June 2016
Substantial product holder(s) giving disclosure
Full name(s): Min JIA; MPMB Trustee Limited (MPMB) as trustee of the Otuwhero Trust; Ly LEE
Summary of substantial holding
Class of quoted voting products: ordinary shares
Summary for Min JIA; MPMB Trustee Limited as trustee of the Otuwhero Trust; Ly LEE
For this disclosure,—
(a) total number held in class: 251,117,014
(b) total in class: 293,272,000
(c) total percentage held in class: 85.626%
Details of relevant interests
Details for Min JIA and Ly LEE
Nature of relevant interest(s): 100% legal and beneficial owners
For that relevant interest,—
(a) number held in class: 217,317,014
(b) percentage held in class: 74.101%
(c) current registered holder(s): Min JIA
(d) registered holder(s) once transfers are registered: N/A
Details for MPMB Trustee Limited as trustee of the Otuwhero Trust
Nature of relevant interest(s): 100% legal interest
For that relevant interest,—
(a) number held in class: 25,000,000
(b) percentage held in class: 8.525%
(c) current registered holder(s): MPMB Trustee Limited
(d) registered holder(s) once transfers are registered: N/A
Details for Min JIA and Ly LEE, and MPMB
Nature of relevant interest(s): Legal interests subject to a Restricted Security Agreement (attached)
For that relevant interest,—
(a) number held in class: 218,685,613
(b) percentage held in class: 74.568%
(c) current registered holder(s): Min JIA, MPMB
(d) registered holder(s) once transfers are registered: N/A
Details for Min JIA and Ly LEE
Nature of relevant interest(s): Interest by way of security for financial obligations owing to the substantial holder.
For that relevant interest,—
(a) number held in class: 8,800,000
(b) percentage held in class: 3.001%
(c) current registered holder(s): Wenhan Li
(d) registered holder(s) once transfers are registered: N/A
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
Min JIA and Ly LEE became substantial product holders on the listing of the Issuer on the NXT Market on 30 June 2016. Min Jia holds 217,317,014 shares in the Issuer in his personal name. MPMB holds 25,000,000 shares in the Issuer in its capacity as trustee of the Otuwhero Trust. Min JIA is a discretionary beneficiary of the Otuwhero Trust, and Ly LEE is the settlor of that trust.
The shares held in the name of Min JIA and MPMB are subject to the following trading restrictions set out in the Restricted Security Agreement dated 22 June 2016 (attached) (please see table in attachment).
The Restricted Security Agreement contains exceptions for transfers:
- to certain specified “affiliates” and new trustees, provided the affiliate or new trustee enters into a similar agreement with the Issuer;
- with the prior written consent of the non-interested Directors (as defined in the Companies Act 1993), the Issuer and NZX;
- in connection with a takeover offer under the Takeovers Code or scheme of arrangement; or
- arising directly as a result of a security interest over the shares being enforced by a bond fide lender to Min Jia or MPMB (as trustee of the Otuwhero Trust).
Min JIA and Ly LEE also have an interest in 8,800,000 shares in the Issuer held by Wenhan Li, pursuant to a loan agreement entered into between Min Jia and Wenhan Li dated 21 March 2016. Min Jia has a lien over the shares until the loan has been repaid.
Additional information
Address(es) of substantial product holder(s): Weifangxilu, 1-3-2701, Shanghai, 200122 , China
Contact details: Catherine Ma, catherine@lilyinvestment.co.nz, 09 377 6926
Nature of connection between substantial product holders: MPMB Trustee Limited is the trustee of the Otuwhero Trust and holds shares in such capacity. MPMB Trustee Limited is 100% owned by Min JIA. Min JIA and Ly LEE are spouses.
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: N/A
Disclosure has effect for purposes of directors’ and senior managers’ disclosure
Min JIA is a director of Marlborough Wine Estates Group Limited. This disclosure also constitutes disclosure for the purposes of the directors’ and senior managers’ disclosure obligations.
Ly LEE is a director of Marlborough Wine Estates Group Limited. This disclosure also constitutes disclosure for the purposes of the directors’ and senior managers’ disclosure obligations.
Certification
I, Matthew Wallace Yates, 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.