03 Jul 2017, 09:20AM | SHINTR
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 Marlborough Wine Estates Group Limited
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 1 July 2017
Date this disclosure made: 3 July 2017
Date last disclosure made: 4 January 2016
Substantial product holder(s) giving disclosure
Full name(s): Min JIA; MPMB Trustee Limited as trustee of the Otuwhero Trust (MPMB); 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%
For last 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 transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
The shares held in the name of Min JIA and MPMB are subject to the trading restrictions set out in the Restricted Security Agreement dated 22 June 2016 and previously disclosed to market on 30 June 2016.
In accordance with the Restricted Security Agreement, on 1 July 2017 the percentage of Min JIA and MPMB’s shares subject to the trading restrictions has reduced from 75% of the shares (182,238,011 shares) to 65% of the shares (157,939,609 shares). Accordingly Min JIA and MPMB’s legal/beneficial interests in 36,447,602 shares are no longer subject to the trading restrictions set out in the Restricted Security Agreement.
Details after relevant event
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
Nature of relevant interest(s): 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: 157,939,609
(b) percentage held in class: 53.854%
(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
Additional information
Address(es) of substantial product holder(s): Weifangxilu, 1-3-2701, Shanghai, 200122 , China
Contact details: Conan Wang, conan@otuwines.com , 021 030 7851
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.
Attachments