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CAR GROUP LIMITED — Major Shareholding Notification 2011
Mar 8, 2011
64605_rns_2011-03-08_9dc093d4-ad23-4c98-8eef-4df14b84bf3f.pdf
Major Shareholding Notification
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Partner Peter Cook Contact Rachael Bassil T+61 2 9263 4733 [email protected] Our ref PAC:RLB:1010261
9 March 2011
By fax | 5 pages
Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street Sydney NSW 2000
Fax 1300 135 638
Dear Sir/Madam
Form 605: Notice of ceasing to be a substantial holder
Please find attached a Form 605 in respect of ACP Magazines Limited's sale of its substantial holding in carsales.com Limited.
Yours sincerely
Rachael Bassil ้Lawyer T +61 2 9263 4733 [email protected]
This facsimile is solely for the use of the addressee and may contain information which is confidential or privileged. If you receive this facsimile in error, please notify us immediately and we will arrange for its return at our expense.


LAWYERS
Sydney
2 Park Screet Sydney NSW 2000 Australia
GPO Box 3810 Sydney NSW 2001
T +61 2 9263 4000 F +61 2 9263 4111
www.gdaw.com.au
$\rightarrow$
605 GUIDE page 1/1 13 March 2000
Form $605$
Corporations Act 2001
Section $671B$
Notice of ceasing to be a substantial holder
| To Company Name/Scheme | carsales.com Limited | ||
|---|---|---|---|
| ACN/ARSN | 074 444 018 | ||
| 1. Details of substantial holder (1) | |||
| Name | ACP Magazines Limited (ACP Magazines) and its related entities (including Nine Entertainment Co. Holdings Pty Limited (formerly PBL Media Holdings Pty Limited) and those entities set out in Annexure A (NEC Group)). |
||
| ACN/ARSN (if applicable) | 053 273 546 | ||
| The holder ceased to be a substantial holder on The previous notice was given to the company on The previous notice was dated |
07/03/2011 14/09/2009 14/09/2009 |
2. Changes in refevant 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 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 |
|---|---|---|---|---|---|
| 24/11/2010 | ACP Magazines | Exercise of options held by lan Law on trust for ACP Magazines |
93,750 @ \$2.00 per option 93,750 @ \$2.15 per option |
187,500 fully paid Ordinary shares |
187,500 fully paid Ordinary shares |
| 24/11/2010 1 | ACP Magazines | Transfer of legal ownership of shares held by lan Law on trust for ACP Magazines. |
None | 187,500 fully paid Ordinary shares (change from beneficial to legal ownership) |
N/A |
| 30/11/2010 | ACP Magazines | Exercise of options held by Adrian MacKenzie on trust for ACP Magazines |
93,750 @ \$2.00 per option 93,750 @ \$2.15 per option |
187,500 fully paid Ordinary shares |
187,500 fully paid Ordinary shares |
| 30/11/2010 | ACP Magazines | Exercise of options held by Patrick O'Sullivan on trust for ACP Magazines |
93,750 @ \$2.00 per option 93,750 @ \$2.15 per option |
187,500 fully paid Ordinary shares |
187,500 fully paid Ordinary shares |
| 30/11/2010 | ACP Magazines | Exercise of options held by Jeffrey Browne on trust for ACP Magazines |
93,750 @ \$2.00 per option 93,750 @ \$2.15 per option |
187,500 fully paid Ordinary shares |
187,500 fully paid Ordinary shares |
| 07/03/2011 | ACP Magazines | Transfer of legal ownership of shares held by Adrian MacKenzie on trust for ACP Magazines |
None | 187,500 fully paid Ordinary shares (change from beneficial to legal ownership) |
N/A |
| 07/03/2011 | ACP Magazines | Transfer of legal ownership of shares held by Patrick O'Sullivan on trust for ACP Magazines |
None | 187,500 fully paid Ordinary shares (change from beneficial to legal ownership) |
N/A |
| 07/03/2011 | ACP Magazines | Transfer of legal ownership of shares held by Jeffrey Browne on trust for ACP Magazines |
None | 187,500 fully paid Ordinary shares (change from beneficial to legal ownership) |
N/A |
$\cdot$
$P$ 3/5
| 605 GUIDE page 2/1 13 March 2000 | |||||
|---|---|---|---|---|---|
| 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 |
| 07/03/2011 | ACP Magazines | Share sale to various Institutional investors pursuant to the Block Trade Agreement between UBS AG and ACP Magazines dated 7 March 2011, a copy of which is annexed to the Form 603: Notice of initial substantial holder dated 9. March 2011 lodged by UBS AG. |
\$4.92 per Ordinary share | 114,955,181 fully paid Ordinary shares |
114,955,181 fully paid Ordinary shares |
| 07/03/2011 | NEC Group | Each member of the NEC relevant has Group a interest in the CRZ ordinary held ACP shares by Magazines by virtue of -608(3) the section of Corporations Act. Following the share sale, each member of the NEC Group ceases to have a relevant interest in those shares. |
N/A | As above | As above |
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:
| …a ACN/ARSN (‴ | |
|---|---|
| apolicable | of association |
| Name and . | ∾nature |
| . | |
| 'Not ∍шг . |
able olim iNJ J . |
4. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| JACP Magazines Limited -------------------------------------- |
54-58 Park Street, Sydney NSW 2000 75.000.00.000.00.00.00.000.000.000.000.0 |
| NEC Group | 54-58 Park Street, Sydney NSW 2000 |
Signature
| print name | Patrick O'SulliVan | capacity ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ---- |
Company Secretary ------ |
|---|---|---|---|
| sign here | U. | date | 9 / March / 2011 |
$\sim$
| Name of Company, and a series of the series of the series of the series of the | Company Number |
|---|---|
| Nine Entertainment Co. Pty Ltd | 122 205 065 |
| Nine Entertainment Group Ltd | 122 201 905 |
| Nine Entertainment Investment Pty Ltd | 134 426 583 |
| Nine Films & Television Distribution Pty Ltd | 083 158 365 |
| Nine Films & Television Pty Ltd | 066 040 024 |
| Nine Network Australia Holdings Pty Ltd | 124 816 093 |
| Nine Network Australia Pty Ltd | 008 685 407 |
| Nine Network Marketing Pty Ltd | 064 850 059 |
| Nine Network Productions Pty Ltd | 002 965 755 |
| Pay TV Holdings Pty Ltd- | 058 558 857 |
| PBL Marketing Pty Ltd | 009 252 251 |
| PBL Pacific Television Pty Ltd | 002 997 364 |
| PBLM Print Pty Ltd | 140 794 172 |
| Petelex Pty Ltd | 096 683 626 |
| Pink Platypus Pty Ltd | 142 406 148 |
| Queensland Television Holdings Pty Ltd | 124 816 100 |
| Queensland Television Ltd | 009 674 373 |
| Recordable TV Pty Ltd | 093 210 381 |
| Shertip Pty Ltd | 063 980 987 |
| Show Trader Pty Ltd | 096 105 029 |
| Sixteenby9 Film & Television Pty Ltd | 113 045 944 |
| Softix Pty Ltd | 061 232 139 |
| Starflex Pty Ltd | 097 327 323 |
| Sydney Superdome Pty Ltd | 110 613 431 |
| TCN Channel Nine Pty Ltd | 001 549 560 |
| Television Holdings Darwin Pty Ltd | 009 634 048 |
| Territory Television Pty Ltd | 009 594 987 |
| Ticketek Insights Pty Ltd | 128 328 469 |
| Ticketek Investments Ltd | N/A |
| Ticketek Ltd | N/A |
| Ticketek New Zealand Ltd | (NZ) 670708 |
| Ticketek Pty Ltd | 010 129 110 |
| Ticketek Queensland Pty Ltd | 010 582 751 |
| Ticketek Services Ltd | (NZ) 636645 |
| Ticketek Victoria Pty Ltd | 070 395 603 |
| TV Your Way Pty Ltd | 122 916 652 |
| White Whale Pty Ltd | 078 268 014 |
| Zacchaeus Pty Ltd | 074 172 455 |
$\hat{\vec{r}}$
Annexure A
This is Annexure A of 2 pages attached to the Form 605 lodged by the Nine Entertainment Co. group of companies and signed by me and dated 9 March 2011.
Name: Patrick O'Sullivan
| Name of Company and management of company | Company Number |
|---|---|
| ACP Action Sports Holdings Pty Ltd | 079 429 977 |
| ACP Action Sports Pty Ltd | 079 430 023 |
| ACP Colour Graphics Pty Ltd | 000 885 080 |
| ACP Entertainment Magazines Pty Ltd | 054 605 640 |
| ACP Magazines (NZ) Limited | (NZ) 2318848 |
| ACP Magazines Asia Limited | (HK) 1158712 |
| ACP Magazines Limited | 053 273 546 |
| ACP Magazines Pte Limited | N/A |
| ACP Masthead Nominees Pty Ltd | 083 158 794 |
| ACP Mastheads Pty Ltd | 009 852 680 |
| ACP Media Limited | (NZ) 312310 |
| ACP NS Pacific Pty Ltd | 128 549 085 |
| Australian Consolidated Press (UK) | (UK) 02400637 |
| Australian Consolidated Press Limited | 054 523 027 |
| Bass New Zealand Ltd | (NZ) 815227 |
| Bounty Services Pty Ltd | 002 347 720 |
| Canal Road 1 Pty Ltd | 124 245 398 |
| Channel 9 Australia Inc. | (US) C1003245 |
| Consolidated Press Asia Pte Limited | N/A |
| Cops Production No. 1 Pty Ltd | 129 015 952 |
| ecorp Limited | 063 248 671 |
| Events Management Catering Pty Limited | 110 991 912 |
| General Television Corporation Pty Ltd. | 004 330 036 |
| Micjoy Pty Ltd | 096 774 113 |
| NBN Enterprises Pty Limited | 009 140 078 |
| NBN Investments Pty Limited | 000 493 738 |
| NBN Ltd | 000 232 486 |
| NBN Productions Pty Ltd | 001 341 340 |
| NEC Debenture Co Pty Ltd | 123 119 371 |
| NEC Finance (1) Pty Ltd | 122 205 716 |
| NEC Finance (3) Pty Ltd | 122 205 074 |
| NEC Finance Holdings Pty Ltd | 122 203 865 |
| NEC Mastheads Pty Ltd | 122 205 707 |
| Nine Entertainment Co. Holdings Pty Ltd | 122 203 892 |