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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