APA GROUP — Major Shareholding Notification 2012

Dec 5, 2012

==> picture [595 x 100] intentionally omitted <==

ASX ANNOUNCEMENT

6 December 2012

APA Group (ASX: APA)

(also for release to APT Pipelines Limited (ASX: AQH))

APA offer for HDF to close shortly

APA Group (ASX:APA) today reminded holders of securities in Hastings Diversified Utilities Fund (ASX: HDF) that its takeover bid for HDF will close at 7.00pm (Sydney time) on 13 December 2012 .

APA’s current relevant interest in HDF securities is 98.32%. A substantial holding notice reflecting this interest is attached.

Accept the offer

If you accept the offer before it closes, you will be paid the offer consideration within seven business days. If your APA securities are issued before 31 December 2012 and you retain these securities you will be entitled to receive APA’s interim distribution.

Compulsory acquisition

As announced on 15 November 2012, APA is entitled to proceed to compulsory acquisition of the remaining HDF securities. This process has commenced in accordance with statutory requirements. Once the process is complete, HDF securityholders whose securities have been compulsorily acquired will need to complete a claim form in order to receive the consideration. This form will be posted to them. As previously advised, under this scenario there is a risk that holders will not receive APA’s interim distribution.

==> picture [163 x 37] intentionally omitted <==

Mark Knapman Company Secretary Australian Pipeline Limited

For further information please contact: Investor enquiries: Chris Kotsaris Telephone: (02) 9693 0049 Mob: 0402 060 508 Email: chris.kotsaris@apa.com.au

Media enquiries: David Symons Telephone: (02) 9212 4666 Mob: 0410 559 184 Email: david@catocounsel.com.au

Page 1

About APA Group (APA)

APA is Australia’s largest natural gas infrastructure business, owning and/or operating more than $8 billion of gas transmission and distribution assets. Its pipelines and assets span every state and territory on mainland Australia, delivering 50% of the nation’s gas usage. Unique amongst its peers, APA has direct management and operational control over its assets and the majority of its investments. APA also holds minority interests in energy infrastructure enterprises including Envestra, SEA Gas Pipeline and Energy Infrastructure Investments, and a majority interest in Hastings Diversified Utilities Fund.

APT Pipelines Limited is a fully owned subsidiary of Australian Pipeline Trust and is the borrowing entity of APA Group.

For more information visit APA’s website, www.apa.com.au.

Page 2

604 page 1/2 [*] March 2011

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Hastings Diversified Utilities Fund (HDUF) ACN/ARSN 058 693 388

1. Details of substantial holder (1)

Name APT Pipelines Limited (ACN 009 666 700), and Australian Pipeline Limited (ACN 091 344 704) in its capacity as responsible entity of Australian Pipeline Trust (ARSN 091 678 778) and APT Investment Trust (ARSN 115 585 441), and their controlled entities (“APA Group”) ACN/ARSN (if applicable) 009 666 700

There was a change in the interests of the substantial holder on 05 / 12 / 2012 The previous notice was given to the company on 21 / 11 / 2012 The previous notice was dated 21 / 11 / 2012

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Stapled Securities	546,645,572	97.56%	550,919,504	98.32%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change(7)	Class and number of securities affected	Person’s votes affected
	SEE ANNEXURE A

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder(8)	Nature of relevant interest(6)	Class and number of securities	Person’s votes
APA Group	APA Group	APA Group	Relevant interest arises under section 608(1)(a)	109,767,336 stapled securities	109,767,336
APA Group	Persons who have accepted APA Group’s takeover offer for all off the HDF stapled securities	APT Pipelines Limited, pursuant to the Offer	Relevant interest arises under section 608(1) as a result of acceptances of the Offer	441,152,168 stapled securities	441,152,168

11237561_19

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

ompany or scheme are as follows:
Name and ACN/ARSN(if applicable)	Nature of association
N/A	N/A

6. Addresses

The addresses of persons named in this form are as follows:

Signature

Name		Address
APA Group		HSBC Building,Level 19,580 George Street,SydneyNSW 2000
print name sign here	Mark Knapman
		date 06 / 12 / 2012

11237561_19

Annexure A

Changes in relevant interests

Date of change (Trade date)	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Class and number of securities affected	Person’s votes affected
05/01/2012	APT Pipelines Limited	Acquisition of a relevant interest in HDF stapled securities arising from acceptances of APT Pipelines Limited’s Offer dated 3 January 2012 (“Offer”) contained in the Bidder’s Statement dated 15 December 2011	$0.72 cash and 0.390 APA Stapled Securities pursuant to the terms of the Offer	12,402 stapled securities	12,402
06/01/2012	APT Pipelines Limited	As above	As above	35,988 stapled securities	35,988
10/01/2012	APT PipelinesLimited	As above	As above	170,505 stapled securities	170,505
11/01/2012	APT PipelinesLimited	As above	As above	151,565 stapled securities	151,565
12/01/2012	APT Pipelines Limited	As above	As above	155,416 stapled securities	155,416
13/01/2012	APT PipelinesLimited	As above	As above	160,404stapled securities	160,404
16/01/2012	APT PipelinesLimited	As above	As above	60,298 stapled securities	60,298
17/01/2012	APT Pipelines Limited	As above	As above	59,639 stapled securities	59,639
18/01/2012	APT PipelinesLimited	As above	As above	18,037stapled securities	18,037
19/01/2012	APT PipelinesLimited	As above	As above	38,500 stapled securities	38,500
23/01/2012	APT Pipelines Limited	As above	As above	4,575 stapled securities	4,575
25/01/2012	APT PipelinesLimited	As above	As above	9,525 stapled securities	9,525
27/01/2012	APT PipelinesLimited	As above	As above	28,883 stapled securities	28,883
30/01/2012	APT Pipelines Limited	As above	As above	10,039 stapled securities	10,039
31/01/2012	APT PipelinesLimited	As above	As above	16,252stapled securities	16,252
06/02/2012	APT PipelinesLimited	As above	As above	37,680 stapled securities	37,680
07/02/2012	APT Pipelines Limited	As above	As above	69 stapled securities	69
08/02/2012	APT PipelinesLimited	As above	As above	18,463 stapled securities	18,463
09/02/2012	APT PipelinesLimited	As above	As above	23,836 stapled securities	23,836
10/02/2012	APT Pipelines Limited	As above	As above	25,587 stapled securities	25,587
13/02/2012	APT PipelinesLimited	As above	As above	66,312stapled securities	66,312
14/02/2012	APT PipelinesLimited	As above	As above	30,228 stapled securities	30,228
15/02/2012	APT Pipelines Limited	As above	As above	11,976 stapled securities	11,976
16/02/2012	APT PipelinesLimited	As above	As above	4,547stapled securities	4,547
17/02/2012	APT PipelinesLimited	As above	As above	112stapled securities	112
20/02/2012	APT Pipelines Limited	As above	As above	17,054 stapled securities	17,054
21/02/2012	APT PipelinesLimited	As above	As above	53,980 stapled securities	53,980
22/02/2012	APT PipelinesLimited	As above	As above	131,312stapled securities	131,312
23/02/2012	APT Pipelines Limited	As above	As above	224 stapled securities	224
27/02/2012	APT PipelinesLimited	As above	As above	16,313 stapled securities	16,313
28/02/2012	APT PipelinesLimited	As above	As above	52stapled securities	52
29/02/2012	APT Pipelines Limited	As above	As above	5,166 stapled securities	5,166
02/03/2012	APT PipelinesLimited	As above	As above	2,000 stapled securities	2,000
05/03/2012	APT PipelinesLimited	As above	As above	6,000 stapled securities	6,000
07/03/2012	APT Pipelines Limited	As above	As above	10,640 stapled securities	10,640
12/03/2012	APT PipelinesLimited	As above	As above	30,628 stapled securities	30,628
13/03/2012	APT PipelinesLimited	As above	As above	15,240 stapled securities	15,240
20/03/2012	APT Pipelines Limited	As above	As above	22,578 stapled securities	22,578
21/03/2012	APT PipelinesLimited	As above	As above	11,667stapled securities	11,667
27/03/2012	APT PipelinesLimited	As above	As above	7,554stapled securities	7,554
28/03/2012	APT Pipelines Limited	As above	As above	18,209 stapled securities	18,209
29/03/2012	APT PipelinesLimited	As above	As above	300 stapled securities	300
02/04/2012	APT PipelinesLimited	As above	As above	9,754stapled securities	9,754
06/04/2012	APT Pipelines Limited	As above	As above	3,000 stapled securities	3,000
17/04/2012	APT PipelinesLimited	As above	As above	1stapled security	1
19/04/2012	APT PipelinesLimited	As above	As above	5,500 stapled securities	5,500
27/04/2012	APT Pipelines Limited	As above	As above	5,000 stapled securities	5,000
04/05/2012	APT PipelinesLimited	As above	As above	19,269 stapled securities	19,269
16/05/2012	APT PipelinesLimited	As above	As above	23,394stapled securities	23,394
17/05/2012	APT Pipelines Limited	As above	As above	2,497 stapled securities	2,497
12/06/2012	APT PipelinesLimited	As above	As above	4,700 stapled securities	4,700
20/06/2012	APT PipelinesLimited	As above	As above	9,050 stapled securities	9,050
03/07/2012	APT Pipelines Limited	As above	As above	11,800 stapled securities	11,800
09/07/2012	APT PipelinesLimited	As above	As above	7,342stapled securities	7,342
19/07/2012	APT PipelinesLimited	As above	As above	7,175 stapled securities	7,175
24/07/2012	APT Pipelines Limited	As above	As above	10,620 stapled securities	10,620

11237561_19

Date of change (Trade date)	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Class and number of securities affected	Person’s votes affected
01/08/2012	APT Pipelines Limited	As above	As above	5,750 stapled securities	5,750
13/08/2012	APT PipelinesLimited	As above	As above	16,835 stapled securities	16,835
21/08/2012	APT PipelinesLimited	As above	As above	48,960 stapled securities	48,960
22/08/2012	APT Pipelines Limited	As above	As above	10,000 stapled securities	10,000
23/08/2012	APT PipelinesLimited	As above	As above	25,920 stapled securities	25,920
24/08/2012	APT PipelinesLimited	As above	As above	203,973 stapled securities	203,973
27/08/2012	APT Pipelines Limited	As above	As above	3,576,930 stapled securities	3,576,930
28/08/2012	APT PipelinesLimited	As above	As above	565,428 stapled securities	565,428
29/08/2012	APT PipelinesLimited	As above	As above	239,347stapled securities	239,347
30/08/2012	APT Pipelines Limited	As above	As above	58,858 stapled securities	58,858
31/08/2012	APT PipelinesLimited	As above	As above	192,652stapled securities	192,652
03/09/2012	APT PipelinesLimited	As above	As above	265,110 stapled securities	265,110
04/09/2012	APT Pipelines Limited	As above	As above	700,130 stapled securities	700,130
05/09/2012	APT PipelinesLimited	As above	As above	259,058 stapled securities	259,058
06/09/2012	APT PipelinesLimited	As above	As above	847,949 stapled securities	847,949
07/09/2012	APT Pipelines Limited	As above	As above	1,226,919 stapled securities	1,226,919
10/09/2012	APT PipelinesLimited	As above	As above	2,387,335 stapled securities	2,387,335
11/09/2012	APT PipelinesLimited	As above	As above	1,581,276 stapled securities	1,581,276
12/09/2012	APT Pipelines Limited	As above	As above	1,851,546 stapled securities	1,851,546
13/09/2012	APT PipelinesLimited	As above	As above	1,322,977stapled securities	1,322,977
14/09/2012	APT PipelinesLimited	As above	As above	1,528,030 stapled securities	1,528,030
17/09/2012	APT Pipelines Limited	As above	As above	2,952,967 stapled securities	2,952,967
18/09/2012	APT PipelinesLimited	As above	As above	1,444,464stapled securities	1,444,464
19/09/2012	APT PipelinesLimited	As above	As above	1,284,850 stapled securities	1,284,850
20/09/2012	APT PipelinesLimited	As above	As above	5,984,655 stapled securities	5,984,655
21/09/2012	APT PipelinesLimited	As above	As above	790,214stapled securities	790,214
24/09/2012	APT PipelinesLimited	As above	As above	944,468 stapled securities	944,468
25/09/2012	APT PipelinesLimited	As above	As above	920,942stapled securities	920,942
26/09/2012	APT PipelinesLimited	As above	As above	1,570,212stapled securities	1,570,212
27/09/2012	APT PipelinesLimited	As above	As above	1,026,416 stapled securities	1,026,416
28/09/2012	APT PipelinesLimited	As above	As above	1,208,966 stapled securities	1,208,966
02/10/2012	APT PipelinesLimited	As above	As above	1,452,323 stapled securities	1,452,323
03/10/2012	APT PipelinesLimited	As above	As above	1,301,361stapled securities	1,301,361
04/10/2012	APT PipelinesLimited	As above	As above	548,295 stapled securities	548,295
05/10/2012	APT PipelinesLimited	As above	As above	2,031,364stapled securities	2,031,364
08/10/2012	APT Pipelines Limited	As above	As Above	156,063,833 stapled securities	156,063,833
09/10/2012	APT Pipelines Limited	As above	As above	14,588,620 stapled securities	14,588,620
10/10/2012	APT PipelinesLimited	As above	As above	7,642,364stapled securities	7,642,364
11/10/2012	APT PipelinesLimited	As above	As above	2,665,744stapled securities	2,665,744
12/10/2012	APT Pipelines Limited	As above	As above	58,565,213 stapled securities	58,565,213
15/10/2012	APT PipelinesLimited	As above	As above	5,349,123 stapled securities	5,349,123
16/10/2012	APT PipelinesLimited	As above	As above	3,208,036 stapled securities	3,208,036
17/10/2012	APT Pipelines Limited	As above	As above	4,379,149 stapled securities	4,379,149
18/10/2012	APT PipelinesLimited	As above	As above	5,075,080 stapled securities	5,075,080
19/10/2012	APT PipelinesLimited	As above	As above	5,200,604stapled securities	5,200,604
22/10/2012	APT Pipelines Limited	As above	As above	10,967,517 stapled securities	10,967,517
23/10/2012	APT PipelinesLimited	As above	As above	15,226,491stapled securities	15,226,491
24/10/2012	APT PipelinesLimited	As above	As above	22,439,625 stapled securities	22,439,625
25/10/2012	APT Pipelines Limited	As above	As above	4,406,284 stapled securities	4,406,284
26/10/2012	APT PipelinesLimited	As above	As above	612,228 stapled securities	612,228
29/10/2012	APT PipelinesLimited	As above	As above	3,630,676 stapled securities	3,630,676
30/10/2012	APT Pipelines Limited	As above	As above	5,196,894 stapled securities	5,196,894
31/10/2012	APT PipelinesLimited	As above	As above	3,497,553 stapled securities	3,497,553
01/11/2012	APT PipelinesLimited	As above	As above	325,319 stapled securities	325,319
02/11/2012	APT Pipelines Limited	As above	As above	156,993 stapled securities	156,993
05/11/2012	APT PipelinesLimited	As above	As above	725,275 stapled securities	725,275
06/11/2012	APT PipelinesLimited	As above	As above	83,525 stapled securities	83,525
07/11/2012	APT Pipelines Limited	As above	As above	348,589 stapled securities	348,589
08/11/2012	APT PipelinesLimited	As above	As above	354,245 stapled securities	354,245
09/11/2012	APT PipelinesLimited	As above	As above	10,289,129 stapled securities	10,289,129
12/11/2012	APT Pipelines Limited	As above	As above	1,045,033 stapled securities	1,045,033
13/11/2012	APT PipelinesLimited	As above	As above	1,126,276 stapled securities	1,126,276
14/11/2012	APT PipelinesLimited	As above	As above	32,382,910 stapled securities	32,382,910
15/11/2012	APT Pipelines Limited	As above	As above	9,690,186 stapled securities	9,690,186
16/11/2012	APT PipelinesLimited	As above	As above	217,323, stapled securities	217,323
19/11/2012	APT PipelinesLimited	As above	As above	3,726,072stapled securities	3,726,072

11237561_19

Date of change (Trade date)	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Class and number of securities affected	Person’s votes affected
20/11/2012	APT Pipelines Limited	As above	As above	5,696,990 stapled securities	5,696,990
21/11/2012	APT PipelinesLimited	As above	As above	194,287stapled securities	194,287
22/11/2012	APT PipelinesLimited	As above	As above	216,407stapled securities	216,407
23/11/2012	APT Pipelines Limited	As above	As above	1,715,353 stapled securities	1,715,353
26/11/2012	APT PipelinesLimited	As above	As above	420,813 stapled securities	420,813
27/11/2012	APT PipelinesLimited	As above	As above	182,807stapled securities	182,807
28/11/2012	APT Pipelines Limited	As above	As above	417,840 stapled securities	417,840
29/11/2012	APT PipelinesLimited	As above	As above	145,456 stapled securities	145,456
30/11/2012	APT PipelinesLimited	As above	As above	617,275 stapled securities	617,275
03/12/2012	APT Pipelines Limited	As above	As above	119,015 stapled securities	119,015
04/12/2012	APT PipelinesLimited	As above	As above	65,626 stapled securities	65,626
05/12/2012	APT PipelinesLimited	As above	As above	179,053 stapled securities	179,053

print name Mark Knapman Capacity: Company Secretary date 06 / 12 / 2012

==> picture [30 x 8] intentionally omitted <==

----- Start of picture text -----

sign here
----- End of picture text -----

11237561_19