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SSH Notice - JBS Australia Pty Limited

8:49AM, 23 Nov 2015 | SSH

Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013

To NZX Limited
To Scott Technology Limited

Date this disclosure made: 23 November 2015

Date on which substantial holding began: 20 November 2015

Substantial product holder(s) giving disclosure

Full name(s): JBS Australia Pty Limited

Summary of substantial holding

Class of quoted voting products: Ordinary Shares

Summary for JBS Australia Pty Limited

For this disclosure,—
(a) total number held in class: 2,369,386
(b) total in class: 45,473,890
(c) total percentage held in class: 5.210%

Details of relevant interests

Details for JBS Australia Pty Limited

Nature of relevant interest(s): conditional power to acquire financial products under JBS Australia Pty Limited’s (JBS) offer to acquire ordinary shares in Scott Technology Limited (Scott), dated 20 October 2015 made as part of the scheme of arrangement involving Scott (attached to this substantial product holder notice, 30 pages) (Offer Document).

For that relevant interest,—
(a) number held in class: 2,369,386
(b) percentage held in class: 5.210%
(c) current registered holder(s): unknown
(d) registered holder(s) once transfers are registered: JBS Australia Pty Limited

For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: Not applicable

Details of transactions and events giving rise to substantial holding

Details of the transactions or other events requiring disclosure: Further to the scheme of arrangement involving Scott and JBS, announced on 20 August 2015, JBS has offered to acquire ordinary shares in Scott for $1.39 per ordinary share (Offer), except from those shareholders who participate in Scott’s contemporaneous rights offer. The Offer opened for acceptance on 28 October 2015 and will close on 24 November 2015, unless extended in accordance with the Offer Document.

This notice is given in respect of the conditional acceptances received under that Offer. The acceptances are conditional on, amongst other things (see clauses 3 and 4 of the Offer Document) the scheme of arrangement being approved by the shareholders of Scott, the approval of the High Court and the Overseas Investment Office.

Apart from conditional acceptances under the Offer, JBS has not otherwise acquired relevant interests in the quoted voting products of Scott (i.e. its ordinary shares) in the 4 months preceding the acquisition of the substantial holding the subject of this notice.

Additional information

Address(es) of substantial product holder(s): 1 Lock Way, Riverview, Queensland 4303, Australia.
Contact details: John Berry, Director and Manager, Corporate and Regulatory Affairs, Phone: +61 7 3810 2100, Email:

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: Not applicable

I, Edison Alvares, 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.