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APA GROUP — Major Shareholding Notification 2021
Jan 21, 2021
64398_rns_2021-01-21_4a559f2a-ddd3-46df-b8c7-4bab7d99b612.pdf
Major Shareholding Notification
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605 Page 1 of 2 15 July 2001
Form 605
Corporations Act 2001
Section 671B
Notice of ceasing to be a substantial holder
To Company Name/Scheme APA Group ACN/ARSN 091 344 704
1. Details of substantial holder (1)
Name
State Street Corporation and subsidiaries named in Annexures to this form
ACN/ARSN (if applicable)
The holder ceased to be a substantial holder on
The holder ceased to be a substantial holder on 20/01/2021
The previous notice was given to the company on 07/01/2021
The previous notice was dated 05/01/2021
2. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 (4) | Consideration given in relation to change (5) |
Class (6) and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| Annexure A & C |
|||||
3. Changes in association
The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if applicable) Nature of association
4. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Annexure B | |
Signature
print name Elizabeth Schaefer capacity Authorised signatory Digitally signed by Elizabeth sign here Schaefer Date: 2021.01.21 18:08:09 -05'00' date 22/01/2021
Information Classification: Limited Access
605 Page 2 of 2 15 July 2001
DIRECTIONS
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(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 4 of the form.
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(2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
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(3) See the definition of "associate" in section 9 of the Corporations Act 2001.
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(4) Include details of:
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(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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
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(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.
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(5) Details of the consideration must include any and all benefits, money 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.
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(6) The voting shares of a company constitute one class unless divided into separate classes.
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(7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Information Classification: Limited Access
Annexure A
This is Annexure A referred to in Form 605 Notice of ceasing to be a substantial holder Digitally signed by Elizabeth Schaefer Date: 2021.01.21 ______ 22 January 2021 18:08:36 -05'00' Elizabeth Schaefer Authorised Signatory
| Date of Change | Person whose relevant interest changed | **Nature of Change ** | Considerationgiven in relation to Change | Class and number of Securities affected | Class and number of Securities affected | Person's Votes affected |
|---|---|---|---|---|---|---|
| 6-Jan-21 | State Street Global Advisors Limited | Sale or Pair-off Sale | 9.81 | Ordinary | (1,717) | (1,717) |
| 6-Jan-21 | State Street Global Advisors Limited | Purchase | 9.81 | Ordinary | 2,236 | 2,236 |
| 6-Jan-21 | State Street Global Advisors Limited | Purchase | 9.76 | Ordinary | 59,422 | 59,422 |
| 7-Jan-21 | State Street Global Advisors Inc | Sale or Pair-off Sale | 9.87 | Ordinary | (59,978) | (59,978) |
| 7-Jan-21 | State Street Global Advisors Limited | Purchase | 9.87 | Ordinary | 6,588 | 6,588 |
| 8-Jan-21 | State Street Global Advisors Inc | Purchase | 9.85 | Ordinary | 1,118 | 1,118 |
| 8-Jan-21 | State Street Global Advisors Limited | Sale or Pair-off Sale | 9.84 | Ordinary | (10,655) | (10,655) |
| 8-Jan-21 | State Street Global Advisors Ireland Limited | Sale or Pair-off Sale | 9.84 | Ordinary | (21,213) | (21,213) |
| 11-Jan-21 | State Street Global Advisors Inc | Sale or Pair-off Sale | 9.81 | Ordinary | (5,274) | (5,274) |
| 11-Jan-21 | State Street Global Advisors Inc | In specie contribution | n/a | Ordinary | 8,379 | 8,379 |
| 11-Jan-21 | State Street Global Advisors Limited | In specie contribution | n/a | Ordinary | 21,600 | 21,600 |
| 11-Jan-21 | State Street Global Advisors Limited | Purchase | 9.81 | Ordinary | 10,776 | 10,776 |
| 12-Jan-21 | State Street Global Advisors Inc | Sale or Pair-off Sale | 9.85 | Ordinary | (10,688) | (10,688) |
| 12-Jan-21 | State Street Global Advisors Limited | Purchase | 9.85 | Ordinary | 236 | 236 |
| 13-Jan-21 | State Street Global Advisors Limited | Sale or Pair-off Sale | 9.60 | Ordinary | (11,913) | (11,913) |
| 13-Jan-21 | State Street Global Advisors Limited | Purchase | 9.60 | Ordinary | 22,295 | 22,295 |
| 13-Jan-21 | State Street Global Advisors Australia Limited | In specie contribution | n/a | Ordinary | 5,732 | 5,732 |
| 13-Jan-21 | State Street Global Advisors Ireland Limited | Sale or Pair-off Sale | 9.60 | Ordinary | (3,180) | (3,180) |
| 14-Jan-21 | State Street Global Advisors Inc | In specie contribution | n/a | Ordinary | 5,175 | 5,175 |
| 14-Jan-21 | State Street Global Advisors Limited | Purchase | 9.65 | Ordinary | 8,655 | 8,655 |
| 14-Jan-21 | State Street Global Advisors Ireland Limited | Sale or Pair-off Sale | 9.65 | Ordinary | (12,530) | (12,530) |
| 15-Jan-21 | State Street Global Advisors Australia Limited | Purchase | 9.56 | Ordinary | 11,459 | 11,459 |
| 15-Jan-21 | State Street Global Advisors Ireland Limited | Sale or Pair-off Sale | 9.56 | Ordinary | (22,748) | (22,748) |
| 19-Jan-21 | State Street Global Advisors Inc | Sale or Pair-off Sale | 9.54 | Ordinary | (26,582) | (26,582) |
| 19-Jan-21 | State Street Global Advisors Inc | In specie contribution | n/a | Ordinary | 5,584 | 5,584 |
| 19-Jan-21 | State Street Global Advisors Inc | Purchase | 9.54 | Ordinary | 26,582 | 26,582 |
| 19-Jan-21 | State Street Global Advisors Limited | Sale or Pair-off Sale | 9.54 | Ordinary | (96,778) | (96,778) |
| 19-Jan-21 | State Street Global Advisors Limited | Purchase | 9.54 | Ordinary | 4,256 | 4,256 |
| 19-Jan-21 | State Street Global Advisors Australia Limited | Purchase | 9.54 | Ordinary | 4,211 | 4,211 |
| 20-Jan-21 | State Street Global Advisors Limited | Sale or Pair-off Sale | 9.51 | Ordinary | (94,615) | (94,615) |
| 12-Jan-21 | State Street Bank and Trust Company | Borrowing securities under a securities loan from STATE STREET AGENCY UST – Refer Part A of Annexure C |
n/a | Ordinary | 6,285 | 6,285 |
| 12-Jan-21 | State Street Bank and Trust Company | Lending securities under a securities loan to GMO IMPLEMENTATION FUND – Refer annexure Part B of Annexure C |
n/a | Ordinary | 4,351 | 4,351 |
| 12-Jan-21 | State Street Bank and Trust Company | Lending securities under a securities loan to GMO STRATEGIC OPPORTUNITIES ALLOCATION FUND – Refer annexure Part B of Annexure C |
n/a | Ordinary | 391 | 391 |
| 12-Jan-21 | State Street Bank and Trust Company | Lending securities under a securities loan to GMO BENCHMARK FREE FUND – Refer annexure Part B of Annexure C |
n/a | Ordinary | 1,543 | 1,543 |
Information Classification: Limited Access
| This is Annexure B referred to in Form 605 Notice of ceasing to be a substantial holder ______ 22 January 2021 Elizabeth Schaefer Authorised Signatory Annexure B Digitally signed by Elizabeth Schaefer Date: 2021.01.21 18:10:39 -05'00' |
This is Annexure B referred to in Form 605 Notice of ceasing to be a substantial holder ______ 22 January 2021 Elizabeth Schaefer Authorised Signatory Annexure B Digitally signed by Elizabeth Schaefer Date: 2021.01.21 18:10:39 -05'00' |
|---|---|
| Name | Address |
| State Street Global Advisors Inc | Channel Center,One Iron Street,Boston,MA 02210,USA. |
| State Street Global Advisors Limited | 20 Churchill Place,CanaryWharf,London,England,E14 5HJ,UK |
| State Street Global Advisors Ireland Limited | 78 Sir John Rogerson’sQuay,Dublin 2,Ireland |
| State Street Global Advisors Australia Limited | Level 17, 420 George Street, Sydney, New South Wales, Australia 2000 |
| State Street Bank and Trust Company | Level 14,420 George Street Sydney,NSW 2000 Australia |
| SSGA(Japan)Co. Ltd. | Toranomon Hills Mori Tower 25F 1‐23‐1 Toranomon, Minato‐ku Tokyo 105‐6325 Japan |
Information Classification: Limited Access
Annexure C
This is Annexure C referred to in Form 605 Notice of ceasing to be a substantial holder Digitally signed by Elizabeth Schaefer Date: 2021.01.21 ______ 22 January 2021 18:11:07 -05'00' Elizabeth Schaefer Authorised Signatory
State Street Bank and Trust Company will, if requested by the company or responsible entity to whom this form must be given under the Corporations Act 2001 (Cth) or if requested by the Australian Securities and Investment Commission (ASIC), provide a copy of the master securities lending agreement/s and security agreement/s referred to below to the company, responsible entity or ASIC.
Part A: For relevant interests arising out of lending securities - State Street Bank and Trust Company acquires relevant interest as borrower of the securities under securities lending agreement, subject to obligation to return under the agreement. (State Street Bank and Trust Company has on-lent the securities and retains relevant interest as per Part B of this Annexure.)
| Part A: For relevant interests arising out of lending securities - State Street Bank and Trust Company acquires relevant interest as borrower of the securities under securities lending agreement, subject to obligation to return under the agreement. (State Street Bank and Trust Company has on-lent the securities and retains relevant interest as per Part B of this Annexure.) |
Part A: For relevant interests arising out of lending securities - State Street Bank and Trust Company acquires relevant interest as borrower of the securities under securities lending agreement, subject to obligation to return under the agreement. (State Street Bank and Trust Company has on-lent the securities and retains relevant interest as per Part B of this Annexure.) |
|---|---|
| Type of agreement | Global Master Securities Lending Agreement/Master Securities Loan Agreement/Securities Loan Agreement |
| Parties to agreement | (1) State Street Bank and Trust Company (2) The entity referred to in the relevant part of Annexure B to this notice |
| Can the parties exercise voting rights attaching to the securities? | (1) Yes (if the borrower is the registered holder. However the securities are on-lent by the borrower as per Part B of this Annexure) (2) No, not during term of securities loan |
| If yes, in what circumstances | (1) Only if the borrower is the registered holder. However the securities are on-lent by the borrower as per Part B of this Annexure (2) n/a |
| Transfer date | The dates on which the securities were delivered to State Street Bank and Trust Company as borrower are set out in Annexure B to this notice |
| Scheduled return date | No scheduled return date |
| Does the borrower have the right to return the securities early? | No scheduled return date. Borrower can return securities or equivalent securities at anytime subject togivingnotice |
| If yes, in what circumstances | Borrower can return securities or equivalent securities at any time subject togivingnotice |
| Does the lender have the right to recall the securities early (ie before the scheduled return date)? |
No scheduled return date. Lender can require return of securities or equivalent securities at any time subject to giving notice |
| If yes, in what circumstances | Lender can require return of securities or equivalent securities at anytime subject togivingnotice |
| Are there any circumstances in which the borrower is not required to return securities or equivalent securities on settlement? |
No |
| Ifyes,detail anyexceptions | n/a |
Part B: For relevant interests arising out of lending securities - State Street Bank and Trust Company lends the securities under securities lending agreement, and retains relevant interest through the right to recall the securities or equivalent securities.
| Part B: For relevant interests arising out of lending securities - State Street Bank and Trust Company lends the securities under securities lending agreement, and retains relevant interest through the right to recall the securities or equivalent securities. |
Part B: For relevant interests arising out of lending securities - State Street Bank and Trust Company lends the securities under securities lending agreement, and retains relevant interest through the right to recall the securities or equivalent securities. |
|---|---|
| Type of agreement | Global Master Securities Lending Agreement/Master Securities Loan Agreement |
| Parties to agreement | (1) State Street Bank and Trust Company (2) The entity referred to in the relevant part of Annexure B to this notice |
| Can the parties exercise voting rights attaching to the securities? | (1) Yes, but only if the lender recalls the loan and exercises its right to become the registered holder (2) Yes (while registered holder) |
| If yes, in what circumstances | (1) Only if the lender recalls the loan and exercises its right to become the registered holder (2) Borrower may exercise voting rights (while registered holder) |
Information Classification: Limited Access
| Transfer date | The dates on which the securities were delivered to the borrower are set out in Annexure B to this notice |
|---|---|
| Scheduled return date | No scheduled return date |
| Does the borrower have the right to return the securities early? | No scheduled return date. Borrower can return securities or equivalent securities at anytime subject togivingnotice |
| If yes, in what circumstances | Borrower can return securities or equivalent securities at any time subject togivingnotice |
| Does the lender have the right to recall the securities early (ie before the scheduled return date)? |
No scheduled return date. Lender can require return of securities or equivalent securities at any time subject to giving notice |
| If yes, in what circumstances | Lender can require return of securities or equivalent securities at anytime subject togivingnotice |
| Are there any circumstances in which the borrower is not required to return securities or equivalent securities on settlement? |
No |
| Ifyes,detail anyexceptions | n/a |
| Part C: For relevant interests arising out of lending securities - State Street Bank and Trust Company acquires a relevant interest in securities through taking a security interest (“pledge”) over the securities as collateral to secure a securities loan. (See Part B of this Annexure for securities loan details.) |
| Type of agreement | Global Master Securities Lending Agreement Security Agreement: the pro forma security agreement governingthepledge is attached to this notice |
|---|---|
| Parties to agreement | (1) State Street Bank and Trust Company (2) The entity referred to in the relevant part of Annexure B to this notice |
| Can the parties exercise voting rights attaching to the securities? | (1) Yes, but only if the borrower defaults and pledge is enforced (2) Yes |
| If yes, in what circumstances | (1) Only if the borrower defaults and pledge is enforced (2) In accordance with ordinary rights as registered holder, either directly or through nominee holder |
| Pledge date | The dates on which the securities were pledged, as indicated in Annexure B to this notice |
| Scheduled release date | No scheduled release date. Securities are released from pledge on termination of related securities loan |
| Does the borrower have the right to have the securities released early? | No scheduled release date. Securities are released from pledge on termination of related securities loan or the provision of alternative collateral |
| If yes, in what circumstances | At any time subject to returning the borrowed securities or equivalent securities orprovidingalternative collateral |
| Are there any circumstances in which the lender is not required to release the pledged securities on settlement? |
No, assuming the borrower returns the borrowed securities or equivalent securities |
| If yes, detail any exceptions | n/a (lender must release pledged securities if the borrower returns the borrowed securities or equivalent securities) |
Information Classification: Limited Access