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Spotless : Notice of initial substantial holder from DOW

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03/21/2017 | 06:04 am
Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder

To Company Name/Scheme Spotless Group Holdings Limited

ACN/ARSN 154 229 562

  1. 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

  2. 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:

  3. 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.

  4. 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

  5. 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:

  6. 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

  7. 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

Signature

print name Peter John Tompkins capacity Company Secretary

sign here date 21/03/2017

DIRECTIONS

(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.

ANNEXURE A DETAILS OF SUBSTANTIAL HOLDERS This is Annexure "A" of 3 pages referred to in the Form 603 Notice of Initial Substantial Holder signed by me and dated 21 March 2017

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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