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SSH Notice - JBS Australia Pty Limited

9:17AM, 14 Apr 2016 | 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 substantial holding and change in nature of relevant interest

Date of relevant event: 14 April 2016
Date this disclosure made: 14 April 2016
Date last disclosure made: 7 April 2016

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: 37,415,058
(b) total in class: 74,680,754
(c) total percentage held in class: 50.100%
For last disclosure,—
(a) total number held in class: 10,183,812
(b) total in class: 45,473,890
(c) total percentage held in class: 22.395%

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 (Scheme):
• 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. The Offer Document became unconditional on 7 April 2016 and, further to the terms of the Offer, 10,183,812 accepted shares have been transferred to JBS on 14 April 2016 (JBS Offer Shares);
• JBS agreed to subscribe for 10,000,000 new ordinary shares for $1.39 per ordinary share which shares have been issued on 14 April 2016 (Placement Shares); and
• JBS agreed to subscribe for such number of new ordinary shares for $1.39 per ordinary share as are required to be issued for JBS to hold 50.1% of all of the ordinary shares in Scott on the implementation of the Scheme (Top Up Shares), where JBS would not do so solely from the JBS Offer Shares and Placement Shares. On 14 April 2016, 17,231,246 Top Up Shares were issued.

Details after relevant event
Details for JBS Australia Pty Limited
Nature of relevant interest(s): registered holder of JBS Offer Shares transferred to JBS and Placement Shares and Top Up Shares issued to JBS in each case further to the terms of the Scheme.

For that relevant interest,—
(a) number held in class: 37,415,058
(b) percentage held in class: 50.100%
(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.