SSH Notice – Bapcor Finance Pty Ltd (Bapcor)

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 Hellaby Holdings Limited (Hellaby) Relevant event being disclosed: movement of 1% or more in the substantial holding Date of relevant event: 23 January 2017 Date this disclosure made: 23 January 2017 Date last disclosure made: 20 January 2017 Substantial product holder(s) giving disclosure Full name(s): Bapcor Finance Pty Ltd (Bapcor) Summary of substantial holding Class of quoted voting products: Ordinary shares Summary for Bapcor For this disclosure,-- (a) total number held in class: 81,163,925 ordinary shares (b) total in class: 97,727,180 ordinary shares (c) total percentage held in class: 83.052% (rounded to three decimal places) For last disclosure,-- (a) total number held in class: 76,639,069 ordinary shares (b) total in class: 97,727,180 ordinary shares (c) total percentage held in class: 78.421% (rounded to three decimal places) Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: On 21 October 2016, Bapcor made a full cash takeover offer under the Takeovers Code to acquire all of the equity securities in Hellaby (the Offer). During the period between 20 January 2017 and 23 January 2017 (inclusive), a number of Hellaby shareholders have accepted the Offer, resulting in Bapcor acquiring a relevant interest in a further 4,524,856 ordinary shares in Hellaby for an aggregate price of $16,289,481.60 (reflecting the Offer price of $3.60 per share). On 20 January 2017, Bapcor made payment of the relevant consideration in respect of valid acceptances for 54,811,313 ordinary shares under the terms of the Offer for an aggregate price of $197,320,726.80, resulting in Bapcor becoming the registered holder and beneficial owner of those 54,811,313 ordinary shares (representing 56.086% of the issue share capital of Hellaby). As at the time of filing this notice, Bapcor has received acceptances under the Offer in respect of, in aggregate, 81,163,925 ordinary shares in Hellaby. Details after relevant event Details for Bapcor Nature of relevant interest(s): Power to acquire quoted voting products upon settlement occurring of the purchase by Bapcor of 4,524,856 ordinary shares in Hellaby from various shareholders under the Offer, Bapcor will become the registered holder and beneficial owner of 4,524,856 ordinary shares in Hellaby held by those shareholders. A copy of the Offer Document dated 21 October 2016 in relation to the Offer (which sets out the conditions of the Offer) was copied to NZX on 21 October 2016. For that relevant interest,-- (a) number held in class: 4,524,856 ordinary shares (b) percentage held in class: 4.630% (rounded to three decimal places) (c) current registered holder(s): Shareholders accepting the Offer. (d) registered holder(s) once transfers are registered: Bapcor Additional information Address of substantial product holder(s): 61 Gower Street, (P.O. Box 8251, Northland, 3072) Preston VIC 3072, Australia Contact details: Darryl Abotomey, +61 3 9914 5555, darryla@bapcor.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: N/A Certification I, Darryl Gregor Abotomey, 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. End CA:00295871 For:HBY Type:SSH Time:2017-01-24 08:30:09