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ARN MEDIA LIMITED — Major Shareholding Notification 2021
Dec 2, 2021
64267_rns_2021-12-02_12708dbb-36c2-4325-ae92-91b41a9d222d.pdf
Major Shareholding Notification
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Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To: Company Name/Scheme:
HT&E LIMITED
ACN/ARSN: 008 637 643
1. Details of substantial holder
Name Superannuation and Investments HoldCo Pty Ltd ACN 644 660 882 and its related bodies corporate listed in annexure A
The holder became a substantial holder on: 01/12/2021
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 had a relevant interest in on the date the substantial holder became a substantial holder are as follows:
| Class of securities | Number of securities | Person's votes | Voting power (%) |
|---|---|---|---|
| Fully paid Ordinaryshares | 11,237 | 11,237 | 0.00% |
| For the Securities (if any) listed bel | ow see NOTE 1 at the end of this form | ||
| Class of securities | Number of securities | Person's votes | Voting power (%) |
| Fully paid Ordinaryshares | 15,351,710 | 15,351,710 | 5.58% |
| Class of securities | Number of securities | Person's votes | Voting power(%) |
| GRAND TOTAL Fully paid Ordinaryshares |
15,362,947 | 15,362,947 | 5.58% |
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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 | Class and number of securities |
|---|---|---|
| Avanteos Investments Limited ACN 096 259 979 |
Relevant interest under paragraph 608(1)(a), 608(1)(b) and 608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising as a result of being the registered holder of the relevant securities in its capacity as a superannuation trustee and in its capacity as administrator of managed accounts. In addition, if any OTC derivatives, warrants or other securities (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. |
11,237 Fully paid Ordinary shares |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
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 residual 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 capacity as a responsible entity of a managed investment scheme (which managed investment scheme is not managed by either Colonial First State Investments Limited or a related body corporate). In addition, if any OTC derivatives, warrants or other securities (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 a residual accelerated relevant interest held in the same capacity. Colonial First State Investments Limited has authorised the manager of each such managed investment scheme to exercise the powers referred to in paragraph 608(1)(b) and/or 608(1)(c) of the Corporations Act 2001 (Cth) in relation to those securities managed by the manager to the exclusion of Colonial First State Investments Limited except for provisions allowing Colonial First State Investments Limited to terminate the agreement with the manager or to exercise those powers where the agreement is terminated. |
Fully paid Ordinary shares(including 15,351,710 148,758 borrowed from UBS AG (Agreement 1), see Annexure C) |
| Colonial First State Investments Limited ACN 002 348 352 |
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 capacity as a responsible entity of a managed investment scheme (which managed investment scheme is managed by Colonial First Statement Investments Limited or a related body corporate). In addition, if any OTC derivatives, warrants or other securities (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. |
Fully paid Ordinary shares(including 15,351,710 148,758 borrowed from UBS AG (Agreement 1), see Annexure C) |
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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 |
Class and number of securities |
|---|---|---|---|
| Avanteos Investments Limited ACN096259 979 |
Avanteos Investments Limited | 11,237Fully paid Ordinary shares |
|
| Colonial First State Investments Limited (Note 1)ACN 002 348 352 |
Citibank N A Hong Kong | 11,128,591Fully paid Ordinary shares |
|
| Colonial First State Investments Limited (Note 1)ACN 002 348 352 |
Citicorp Nominees Pty Limited (Australia) |
2,417,000Fully paid Ordinary shares |
|
| Colonial First State Investments Limited (Note 1)ACN 002 348 352 |
Northern Trust Company | 1,657,361Fully paid Ordinary shares |
|
| Colonial First State Investments Limited (Note 1)ACN 002 348 352 |
UBS Nominees Pty Ltd | 148,758Fully paid Ordinary shares |
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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 relevant interest |
Date of acquisition | Consideration | Class and number of securities | |
|---|---|---|---|---|
| Cash | Non-cash | |||
| See annexure B to this notice On 1 December 2021 Commonwealth Bank of Australia and its subsidiary Capital 121 Pty Ltd completed the previously announced divestment of a 55% interest in the Colonial First State business to KKR. As a result of the divestment, Superannuation and Investments HoldCo Pty Ltd as the Holding Company of the Colonial First State business has commenced filings for the Colonial First State Group. |
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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 |
|---|---|
| Avanteos Investments Limited ACN 096 259 979 |
An indirect wholly-owned subsidiary, and therefore related body corporate, of Superannuation and Investments HoldCo PtyLtd |
| Colonial First State Investments ACN 002 348 352 Limited |
An indirect wholly-owned subsidiary, and therefore related body corporate, of Superannuation and Investments HoldCo PtyLtd |
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7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Avanteos Investments Limited ACN 096 259 979 | Ground Floor Tower 1,201 Sussex Street,Sydney,NSW,2000,Australia |
| Colonial First State Investments Limited ACN 002 348 352 | Ground Floor Tower 1,201 Sussex Street,Sydney,NSW,2000,Australia |
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NOTE 1--(This note is relevant to section 2,3,4 and 5)
8. Signature
The relevant interests in these securities:
are/were held by Colonial First State Investments Limited (CFS) as responsible entity of the specified registered managed investment schemes and relate(d) to holdings in connection with the Colonial First State First Choice product range. Decisions to buy/sell those securities and exercise voting rights in relation to those securities are made by managers to whom CFS has outsourced those functions. By instrument dated 29 October 2001 the Australian Securities and Investments Commission (“ASIC”) has granted certain relief to CFS and its related bodies corporate for these holdings from the applicable provisions of Chapter 6 of the Corporations Act in relation to the acquisition of or increase in voting power of such securities (the Manager Relief). These managers are not associates of, other than by virtue of an agreement in accordance with the terms of the Manager Relief, the Commonwealth Bank of Australia group.
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Dated the 03 day of December 2021
Sejil Mistry - Head of Secretariat & CFS Group Company Secretary
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Annexure A
This is annexure A referred to in Form 603, Notice of initial substantial holder dated 01/12/2021
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Sejil Mistry Head of Secretariat & CFS Group Company Secretary Dated the 03/12/2021
SCHEDULE
Avanteos Investments Limited Colonial First State Investments Limited Superannuation and Investments FinCo Pty Ltd Superannuation and Investments HoldCo Pty Ltd Superannuation and Investments Management Pty Ltd Superannuation and Investments MidCo Pty Ltd Superannuation and Investments Services Pty Ltd Superannuation And Investments US LLC
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Annexure B
This is annexure B referred to in Form 603, Notice of initial substantial holder dated 01/12/2021
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Sejil Mistry Head of Secretariat & CFS Group Company Secretary
Dated the 03/12/2021
| Class and number of | ||||
|---|---|---|---|---|
| Holder of relevant interest | Date of acquisition | Consideration cash | Consideration non-cash | securities affected |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Monday,23 August 2021 | 5,912.13 | 3,319 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Monday,23 August 2021 | 41,567.32 | 23,209 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Tuesday,24 August 2021 | 25,686.38 | 14,211 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Tuesday,24 August 2021 | 126,647.04 | 71,552 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Tuesday,14 September 2021 | 81,750.00 | 50,000 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Wednesday,22 September 2021 |
17,983.25 | 10,881 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Friday,29 October 2021 | 1,168,740.00 | 600,000 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Monday,01 November 2021 |
129,263.85 | 70,001 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Tuesday,02 November 2021 | 24,470.67 | 13,300 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN002348 352 |
Tuesday,02 November 2021 | 88,315.20 | 48,000 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Tuesday,02 November 2021 | 331,036.16 | 179,999 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Wednesday,10 November 2021 | 8,764.66 | 4,670 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Wednesday,10 November 2021 | 15,776.38 | 8,406 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Tuesday,16 November 2021 | 399,668.36 | 223,241 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Wednesday,17 November 2021 | 2,384.03 | 1,330 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Wednesday,17 November 2021 | 15,404.75 | 8,594 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Wednesday,17 November 2021 | 48,425.76 | 26,759 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Thursday,18 November 2021 | 31,839.30 | 17,000 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Thursday,18 November 2021 | 63,678.60 | 34,000 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Friday,19 November 2021 | 17,087.40 | 9,000 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Friday,19 November 2021 | 30,377.60 | 16,000 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN002348 352 |
Wednesday,24 November 2021 | 26,385.80 | 14,000 Ordinaryshares |
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| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Wednesday,24 November 2021 |
64,079.80 | 34,000 Ordinaryshares | |
|---|---|---|---|---|
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Monday,29 November 2021 |
143,730.11 | 84,391 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Monday,29 November 2021 |
8,188.72 | 4,808 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Tuesday,30 November 2021 |
64,239.03 | 37,171 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Tuesday,30 November 2021 |
3,658.61 | 2,117 Ordinaryshares | |
| Colonial First State Investments Limited (Note 1) ACN 002 348 352 |
Tuesday,30 November 2021 |
1,081,688.29 | 618,461 Ordinaryshares |
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Annexure C
This is annexure C referred to in Form 603, Notice of initial substantial holder dated 01/12/2021
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Sejil Mistry Head of Secretariat & CFS Group Company Secretary Dated the 03/12/2021
Superannuation and Investments HoldCo Pty Ltd 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).
UBS AG (Agreement 1)
| Type of agreement: | Australian Master Securities LendingAgreement |
|---|---|
| Parties to agreement: | (1)UBS AG;and(2)Colonial First State Investments Limited |
| Can theparties exercise votingrights attachingto the securities? | No |
| Ifyes,in what circumstances? | N/A |
| Date on which the securities were (or are) expected to be delivered to the borrower or 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 the lender or its nominee(ie return date): |
Any particular day. |
| Does the borrower have the right to return the securities early? [Yes/No] |
Yes |
| Ifyes,in which circumstances? | At anytime subject togivingnotice. |
| Does the lender have the right to recall the securities early (ie before the scheduled return date)?[Yes/No] |
Yes |
| Ifyes,in which circumstances? | At anytime subject togivingnotice. |
| Are there circumstances in which the borrower will not be required to return the securities on settlement?[Yes/No] |
No |
| Ifyes,in which circumstances? | N/A |
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