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SSH Notice - JBS Australia Pty Limited

8:32AM, 25 Nov 2015 | SSH

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 Scott Technology Limited

Relevant event being disclosed: movement of 1% or more in the substantial holding
Date of relevant event: 24 November 2015
Date this disclosure made: 25 November 2015
Date last disclosure made: 24 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: 9,663,115
(b) total in class: 45,473,890
(c) total percentage held in class: 21.250%
For last disclosure,—
(a) total number held in class: 4,180,131
(b) total in class: 45,473,890
(c) total percentage held in class: 9.192%

Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: Further to the scheme of arrangement involving Scott Technology Limited (Scott) and JBS Australia Pty Limited (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 closed on 24 November 2015.

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 (defined further below)) the scheme of arrangement being approved by the shareholders of Scott, the approval of the High Court and the Overseas Investment Office.

Details after relevant event
Details for JBS Australia Pty Limited
Nature of relevant interest(s): conditional power to acquire financial products under the Offer to acquire ordinary shares in Scott, dated 20 October 2015 made as part of the scheme of arrangement involving Scott (this document is not attached as it was attached to the substantial product holder notice given by JBS on 23 November 2015) (Offer Document).
For that relevant interest,—
(a) number held in class: 9,663,115
(b) percentage held in class: 21.250%
(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

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: info@jbssa.com.au
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

Certification
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.