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AMA GROUP LIMITED — Major Shareholding Notification 2021
Sep 9, 2021
64372_rns_2021-09-09_cbeb2503-35ac-409a-b3e3-f83ade7a773c.pdf
Major Shareholding Notification
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Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder
| To Company Name/Scheme | AMA Group Ltd |
|---|---|
| ACN/ARSN | 113 883 560 |
| 1. Details of substantial holder (1)Name | First Sentier Investors Holdings Pty Limited ACN 630 725 558 and its related bodies corporate listed in annexure A |
| ACN/ARSN (if applicable) | 630 725 558 |
| The holder became a substantial holder on | 07/09/2021 |
2. Details of voting power
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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----- Start of picture text ----- Class of securities (4) Number of securities Person's votes (5) Voting power (6)Fully Paid ordinary shares 37,822,219 37,822,219 5.07%----- End of picture text -----
*Note these securities are comprised of 20,539,789 shares in which First Sentier Investors Holdings Pty Limited and its subsidiaries have voting power and 17,282,430 securities in which First Sentier Investors Holdings Pty Limited's ultimate parent, Mitsubishi UFJ Financial Group, Inc. on and from 7 September 2021, has informed it that it has voting power prior to the date of this notice.
3. Details of relevant interests
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:
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities | Class and number of securities |
|---|---|---|---|
| Relevant interest under paragraph 608(1)(b) and/or 608(1)(c) of the | |||
| Corporations Act 2001 (Cth), being a relevant interest arising from having | |||
| the power to control the exercise of the right to vote attached to securities | |||
| and/or to control the exercise of the power to dispose of securities in its | |||
| First Sentier Investors Realindex Pty LtdACN 133 312 017 | capacity as investment manager, as provided for under its investmentmandates. In addition, if any OTC derivatives, warrants or other securities | 2,544,584 | Fully Paid ordinary shares |
| (other than ordinary shares or ordinary units (as applicable)) are referred to | |||
| below in this row, the relevant interest in respect of those securities arises | |||
| under subsection 608(8) being an accelerated relevant interest held in the | |||
| same capacity. | |||
| Relevant interest under paragraph 608(1)(b) and/or 608(1)(c) of the | |||
| Corporations Act 2001 (Cth), being a relevant interest arising from having | |||
| the power to control the exercise of the right to vote attached to securities | Fully Paid ordinary shares(including | ||
| and/or to control the exercise of the power to dispose of securities in its | 12122062 borrowed from Citigroup Global | ||
| First Sentier Investors (Australia) IM LtdACN 114 194 311 | capacity as investment manager, as provided for under its investmentmandates. In addition, if any OTC derivatives, warrants or other securities | 17,995,205 | Markets Limited (Agreement 12), seeAnnexure C), (including 4651138 |
| (other than ordinary shares or ordinary units (as applicable)) are referred to | borrowed from Citigroup Global Markets | ||
| below in this row, the relevant interest in respect of those securities arises | Limited (Agreement 5), see Annexure C) | ||
| under subsection 608(8) being an accelerated relevant interest held in the | |||
| same capacity. | |||
| Mitsubishi UFJ Financial Group Inc. (MUFG) owns 100% of First Sentier | |||
| Investors Holdings Pty Limited (indirectly) and has informed First Sentier | |||
| Investors Holdings Pty Limited that it has a relevant interest in the shares | |||
| noted in this column. Accordingly, First Sentier Investors Holdings Pty | |||
| Mitsubishi UFJ Financial Group | Limited has a relevant interest or voting power in those shares pursuant tosection 608(3) or section 12(2)(a) of the Corporations Act (as relevant). | 17,282,430 | Fully Paid ordinary shares |
| MUFG has not provided any further details of that relevant interest - | |||
| accordingly no transaction information is recorded in Appendix B or holder | |||
| information is recorded in Section 4. Reference is made to any subsequent | |||
| filing of MUFG which will reflect this interest. |
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 relevantinterest | Registered holder ofsecurities | Person entitled to beregistered as holder (8) | Class and number of securities | Class and number of securities |
|---|---|---|---|---|
| First Sentier Investors Realindex Pty Ltd ACN 133 312 017 | Citibank N A Hong Kong | 2,117,342 Fully Paid ordinaryshares | ||
| First Sentier Investors Realindex Pty Ltd ACN 133 312 017 | National Custodian Services | 427,242 Fully Paid ordinaryshares | ||
| First Sentier Investors (Australia) IM Ltd ACN 114 194 311 | Citibank N A Hong Kong | 12,122,062 Fully Paid ordinaryshares | ||
| First Sentier Investors (Australia) IM Ltd ACN 114 194 311 | Citicorp Nominees Pty Limited(Australia) | 5,873,143 Fully Paid ordinaryshares |
17,282,430[Fully Paid ordinary ] shares
Mitsubishi UFJ Financial Group
Mitsubishi UFJ Financial Group
5. Consideration
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:
| Holder of relevantinterest | Date of acquisition | Consideration (9) | Class and number of securities | |||
|---|---|---|---|---|---|---|
| Cash | Non-cash | |||||
| See annexure B to this notice | ||||||
| 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 | |||||
| First Sentier Investors Realindex Pty Ltd | ACN 133 312 017 | A wholly-owned subsidiary, andHoldings Pty Limited | therefore related body corporate, of First Sentier Investors | |||
| First Sentier Investors (Australia) IM Ltd | ACN 114 194 311 | A wholly-owned subsidiary, andHoldings Pty Limited | therefore related body corporate, of First Sentier Investors | |||
| Mitsubishi UFJ Financial Group | Each company referred to is an12 of the Corporations Act | associate of Mitsubishi | UFJ Financial Group, Inc. under section |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| First Sentier Investors Realindex Pty Ltd ACN 133 312 017 | Level 5, Tower Three International Towers Sydney, 300 Barangaroo Avenue, Barangaroo NSW2000, Australia |
| First Sentier Investors (Australia) IM Ltd ACN 114 194 311 | Level 5, Tower Three International Towers Sydney, 300 Barangaroo Avenue, Barangaroo NSW2000, Australia |
| Mitsubishi UFJ Financial Group | 2-7-1, Marunouchi, Chiyoda-ku, Tokyo 100-8330, Japan |
Signature
| print namecapacityPauline O'ConnorCompany Secretary |
|---|
| sign heredate09/09/2021 |
This is Annexure A referred to in Form 603, Notice of initial substantial holder dated 07/09/2021
Annexure A
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| Pauline O'Connor | Company Secretary | Dated the 09/09/2021 |
|---|---|---|
| SCHEDULE | ||
| First Sentier Investors (Malta) Limited (Company Code C41267) | ||
| First Sentier Investors (Malta) Holdings Limited (Company Code C41260) | ||
| CFSIM (Company No. 00153197) | ||
| First Sentier Investors (Luxembourg) EDIF II GP S.Á.R.L (Company No. B204413) | ||
| First Sentier Investors (Australia) Services Pty Limited (ACN 624 305 595) | ||
| First Sentier Investors (Australia) IM Ltd (ACN 114 194 311) | ||
| First Sentier Investors (Australia) Infrastructure Holdings Ltd (ACN 085 313 926) | ||
| First Sentier Investors (Australia) Infrastructure Managers Pty Ltd (ACN 101 384 294) | ||
| First Sentier Investors Strategic Investments Pty Limited (ACN 625 765 399) | ||
| First Sentier Investors (Australia) RE Ltd (ACN 006 464 428) | ||
| First Sentier Investors Asia Holdings Limited (ACN 054 571 701) | ||
| First Sentier Investors Realindex Pty Ltd (ACN 133 312 017) | ||
| First Sentier Investors (Luxembourg) EDIF I Feeders MC S.A.R.L (Company No. B134314) | ||
| First Sentier Infrastructure Managers (International) Limited (Company No. 298444) | ||
| First Sentier Investors (UK) IM Limited (Company No. SC047708) | ||
| First Sentier Investors (UK) Services Limited (Company No. 03904320) | ||
| First Sentier Investors (Hong Kong) Limited (CR No. 0206616) | ||
| First Sentier Investors (Ireland) Limited (Company No. 629188) | ||
| First Sentier Investors (Japan) Limited (Company No. 0104-01-093090) | ||
| First Sentier Investors (Singapore) (COMPANY NO. 196900420D) | ||
| First Sentier Investors Europe Holdings Limited (Company No. 03904310) | ||
| First Sentier Investors (UK) Funds Limited (Company No. 02294743) | ||
| First Sentier Investors (US) LLC (File Number 546 9442) | ||
| First Sentier Investors (Luxembourg) EDIF I MC S.A.R.L (Company No. B128117) | ||
| First Sentier Investors (Singapore) Holdings Limited (Registration No. 199901706Z) | ||
| First Sentier Investors International IM Limited (Company No. SC079063) | ||
| First Sentier Investors (Hong Kong) Nominees Limited (CR NO. 0206615) | ||
| FSIB LTD (Registration No. 26193) | ||
| Mitsubishi UFJ Financial Group, Inc (Registration No. 0100-01-073486) | ||
| Mitsubishi UFJ Trust and Banking Corporation (Registration No. 0100-01-008770) | ||
| SI Holdings Limited (Company No. SC109439) | ||
| First Sentier Investors (Hong Kong) AMC Limited (CR NO. 0580652) |
Annexure B
07/09/2021
This is Annexure B referred to in Form 603, Notice of initial substantial holder dated
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----- Start of picture text ----- Pauline O'Connor Company Secretary Dated the 09/09/2021Holder of relevant Interest Date of Acquisition Consideration Cash Consideration non-cash Class and number of securities affectedFully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 5),114 194 311 10/05/2021 0 59,364 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 12),114 194 311 10/05/2021 0 137,677 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 12),114 194 311 12/05/2021 0 230,892 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 5),114 194 311 13/05/2021 0 127,059 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 12),114 194 311 13/05/2021 0 295,463 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 12),114 194 311 17/05/2021 0 274,271 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 5),114 194 311 17/05/2021 0 115,554 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 12),114 194 311 02/06/2021 0 508,004 see Annexure C)First Sentier Investors Realindex Pty Ltd ACN 10/06/2021 130,239 221,645 Fully Paid ordinary sharesFirst Sentier Investors Realindex Pty Ltd ACN 10/06/2021 24,419 41,558 Fully Paid ordinary sharesFirst Sentier Investors Realindex Pty Ltd ACN 11/06/2021 36,077 61,492 Fully Paid ordinary sharesFirst Sentier Investors Realindex Pty Ltd ACN 11/06/2021 112,294 191,400 Fully Paid ordinary sharesFully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 12),114 194 311 02/07/2021 0 805,031 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 5),114 194 311 02/07/2021 0 279,509 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 12),114 194 311 09/07/2021 0 327,460 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 5),114 194 311 09/07/2021 0 55,739 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 5),114 194 311 15/07/2021 0 183,078 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 12),114 194 311 15/07/2021 0 486,195 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 5),114 194 311 21/07/2021 0 33,181 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 12),114 194 311 21/07/2021 0 206,787 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 5),114 194 311 05/08/2021 0 35,604 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 12),114 194 311 05/08/2021 0 91,702 see Annexure C)----- End of picture text -----
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----- Start of picture text ----- Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 5),114 194 311 06/08/2021 0 70,930 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 12),114 194 311 06/08/2021 0 182,689 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 12),114 194 311 09/08/2021 0 367,839 see Annexure C)Fully Paid ordinary shares(borrowed from Citigroup GlobalFirst Sentier Investors (Australia) IM Ltd ACN Markets Limited (Agreement 5),114 194 311 09/08/2021 0 142,815 see Annexure C)First Sentier Investors Realindex Pty Ltd ACN 30/08/2021 68,404 156,638 Fully Paid ordinary shares----- End of picture text -----
Annexure C
This is Annexure C referred to in Form 603, Notice of initial substantial holder dated 07/09/2021
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Pauline O'Connor Company Secretary Dated the 09/09/2021
First Sentier Investors Holdings Pty Limited will, if requested by the company or responsible entity to whom this form must be given or by the Australian Securities and Investments Commission (ASIC), give a copy of one or more of the following agreements to the company, responsible entity or ASIC (as appropriate).
Citigroup Global Markets Limited (Agreement 12)
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----- Start of picture text ----- Type of agreement: Global Master Securities Lending Agreement(1) Citigroup Global Markets Limited; and (2) The Trust Company (REParties to agreement: Services) LimitedHolder of voting rightsAre there any restrictions on voting rights? NoIf yes, in what detail? N/ADate on which the securities were (or are) expected to be delivered to the borroweror its nominee (ie borrow date): The Dates indicated in Annexure B on which securities were borrowed.Scheduled date (if any) when the securities are expected to be returned to thelender or its nominee (ie return date) Any particular day.Does the borrower have the right to return the securities early? [Yes/No] YesIf yes, in which circumstances? At any time subject to giving notice.Does the lender have the right to recall the securities early (ie before thescheduled return date)? [Yes/No] YesIf yes, in which circumstances? At any time subject to giving notice.Are there circumstances in which the borrower will not be required to return thesecurities on settlement? [Yes/No] NoIf yes, in which circumstances? N/ACitigroup Global Markets Limited (Agreement 5)Type of agreement: Global Master Securities Lending Agreement(1) Citigroup Global Markets Limited; and (2) The Trust Company (REParties to agreement: Services) LimitedHolder of voting rightsAre there any restrictions on voting rights? NoIf yes, in what detail? N/ADate on which the securities were (or are) expected to be delivered to the borroweror its nominee (ie borrow date): The Dates indicated in Annexure B on which securities were borrowed.Scheduled date (if any) when the securities are expected to be returned to thelender or its nominee (ie return date) Any particular day.Does the borrower have the right to return the securities early? [Yes/No] YesIf yes, in which circumstances? At any time subject to giving notice.Does the lender have the right to recall the securities early (ie before thescheduled return date)? [Yes/No] YesIf yes, in which circumstances? At any time subject to giving notice.Are there circumstances in which the borrower will not be required to return thesecurities on settlement? [Yes/No] NoIf yes, in which circumstances? N/A----- End of picture text -----