SPOTLESS GROUP HOLDINGS LTD To Company Name/Scheme Spotless Group Holdings Limited
ACN/ARSN 154 229 562
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Details of substantial holder (1)
Name Downer EDI Limited (Downer)
ACN/ARSN (if applicable) ACN 003 872 848
This notice is given by Downer on behalf of itself, Downer EDI Services Pty Ltd ACN 137 732 042 (Downer Services) and the entities set out in Annexure A (each a Downer Group Company and together, the Downer Group)
The holder became a substantial holder on 20/03/2017
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Details of voting power
Class of securities (4)
Number of securities
Person's votes (5)
Voting power (6)
Fully paid ordinary shares (Shares)
164,743,526
164,743,526
15.00%
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
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Details of relevant interests
Holder of relevant interest
Nature of relevant interest (7)
Class and number of securities
Downer Services
Downer Services has a relevant interest under s608(1) of the Corporations Act 2001 (Cth) (Corporations Act) as registered holder of the Shares.
164,743,526
Downer
Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services.
164,743,526
See Annexure A
Each Downer Group Company has a relevant interest in the Shares by virtue of s 608(3)(a) of the Corporations Act, by reason of having voting power (through the relevant interests of its associate, Downer) above 20% in Downer Services.
164,743,526
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
Note: Downer Services entered into a cash-settled equity swap with UBS AG Australia Branch, which as at the date of this notice, relates to a notional 54,804,679 Shares (equivalent to approximately 4.99% of the Shares currently on issue). Key terms of the cash-settled equity swap are described in Annexure B. The cash-settled equity swap does not give Downer Services or any Downer Group Company any relevant interest in the Shares.
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Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant interest
Registered holder of securities
Person entitled to be registered as holder (8)
Class and number of securities
Downer, Downer Services and the entities set out in Annexure A
Downer Services
Not applicable
164,743,526 Shares
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Consideration
Holder of relevant interest
Date of acquisition
Consideration (9)
Class and number of securities
Downer Services
20/03/2017
$1.15 per Share
163,211,762 Shares
Downer Services
20/03/2017
$0.7050 per Share
91,758 Shares
Downer Services
20/03/2017
$0.7075 per Share
7,198 Shares
Downer Services
20/03/2017
$0.7100 per Share
279,168 Shares
Downer Services
20/03/2017
$0.7125 per Share
22,194 Shares
Downer Services
20/03/2017
$0.7150 per Share
621,378 Shares
Downer Services
20/03/2017
$0.7175 per Share
3,594 Shares
Downer Services
20/03/2017
$0.7200 per Share
506,474 Shares
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
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Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable)
Nature of association
Each Downer Group Company
Each Downer Group Company is either a body corporate that controls Downer Services or is controlled by an entity that controls Downer Services
- Addresses
The addresses of persons named in this form are as follows:
Name | Address |
Downer, Downer Services and each Downer Group Company | 'Triniti III Triniti Business Campus' Level 2 39 Delhi Road North Ryde NSW 2113 |
print name Peter John Tompkins capacity Company Secretary
sign here date 21/03/2017DIRECTIONS | ||
(1) | If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form. | |
(2) | See the definition of "associate" in section 9 of the Corporations Act 2001. | |
(3) | See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. | |
(4) | The voting shares of a company constitute one class unless divided into separate classes. | |
(5) | The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in. | |
(6) | The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. | |
(7) | Include details of: | |
(a) | any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and | |
(b) | any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). | |
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. | ||
(8) | If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown.'" | |
(9) | Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired. | |
Signed:
Peter John Tompkins Company Secretary
Name (printed):
Capacity:
Holder of relevant interest | Nature of relevant interest | Class and number of security |
Downer EDI Services Pty Ltd | Relevant interest under s608(1) of the Corporations Act 2001 (Cth) (Corporations Act) as registered holder of the Shares. | 164,743,526 Shares |
Downer EDI Limited | Relevant interest under s608(3)(b) of the Corporations Act by reason of having control of the registered holder of the Shares. | 164,743,526 Shares |
Australia AGIS Group Pty Ltd ASPIC Infrastructure Pty Ltd Dean Adams Consulting Pty Ltd Downer Australia Pty Ltd Downer EDI Associated Investments Pty Ltd Downer EDI Engineering Company Pty Limited Downer EDI Engineering CWH Pty Limited Downer EDI Engineering Electrical Pty Ltd Downer EDI Engineering Group Pty Limited Downer EDI Engineering Holdings Pty Ltd Downer EDI Engineering Power Pty Ltd Downer EDI Engineering Pty Limited Downer EDI Engineering Transmission Pty Ltd (ii) Downer EDI Limited Tax Deferred Employee Share Plan Downer EDI Mining Pty Ltd Downer EDI Mining-Blasting Services Pty Ltd Downer EDI Mining-Minerals Exploration Pty Ltd Downer EDI Rail Pty Ltd Downer EDI Works Pty Ltd Downer Energy Systems Pty Limited Downer Group Finance Pty Limited Downer Holdings Pty Limited Downer Mining Regional NSW Pty Ltd Downer PPP Investments Pty Ltd Downer Utilities Australia Pty Ltd Downer Utilities Holdings Australia Pty Ltd Downer Utilities Networks Pty Ltd Downer Utilities New Zealand Pty Ltd Downer Utilities Projects Pty Ltd Downer Utilities SDR Australia Pty Ltd Downer Utilities SDR Pty Ltd Downer Victoria PPP Maintenance Pty Ltd EDI Rail PPP Maintenance Pty Ltd EDICO Pty Ltd Emoleum Partnership Emoleum Road Services Pty Ltd Emoleum Roads Group Pty Ltd Emoleum Services Pty Limited Evans Deakin Industries Pty Ltd Faxgroove Pty. Limited (ii) Locomotive Demand Power Pty Ltd Lowan (Management) Pty. Ltd. LNK Group Pty Ltd Mineral Technologies (Holdings) Pty Ltd Mineral Technologies Pty Ltd New South Wales Spray Seal Pty Ltd Otraco International Pty Ltd Otracom Pty Ltd | Taken to have a relevant interest under s608(3)(b) of the Corporations Act by reason of having voting power (through the relevant interests of its associate, Downer EDI Limited) above 20% in Downer Services. | 164,743,526 Shares |
Spotless Group Holdings Limited published this content on 21 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 21 March 2017 05:04:17 UTC.
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