CAR GROUP LIMITED — Major Shareholding Notification 2016

Feb 28, 2016

Form 604

Corporations Law Section 671B

Notice of change of interests of substantial holder

	To Company Name/Scheme	Carsales.com Limited
ACN/ARSN		074 444 018
	1. Details of substantial holder (1)
Name		JCP Investment Partners Ltd
ACN (if applicable)		085 400 540
substantial holder on	There was a change in the interests of the		25/02/2016
	The previous notice was given to the company on		18/05/2015
	The previous notice was dated		18/05/2015

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 $(5)$
Ordinary	21,390,843	8.91%	18,991,835	7.89%

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 B
		$\omega=\omega\in{0,1}$			REGISTER

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
See Annexure A

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:

Name and ACN (if applicable)	Nature of association
_________

6. Addresses

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

Name	Address
JCP Investment Partners Ltd	Level 23, Bourke Place, 600 Bourke Street, Melbourne VIC 3000 Australia

Signature

print name	Nancy Day	capacity		Company Secretary
sign here	authorit		date	29/02/2016

DIRECTIONS

• $(1)$ 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 6 of the form.
• See the definition of "associate" in section 9 of the Corporations Law. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Law. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• $(a)$ 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
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal $(b)$ 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 Law.

• 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 $(7)$ 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.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• Given details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

			Number of
Holder of Relevant Interest	Registered Holder of Securities	Class	Securities
JCP Investment Partners Ltd	National Nominees Limited	Fully Paid Ordinary	5,680,168
JCP Investment Partners Ltd	JP Morgan Nominees Australia Ltd	Fully Paid Ordinary	1,702,156
JCP Investment Partners Ltd	HSBC Custody Nominees (Australia) Limited	Fully Paid Ordinary	10,993,258
JCP Investment Partners Ltd	BNP Paribas Nominees Pty Limited	Fully Paid Ordinary	616,253
			18,991,835

Nanglay

Nancy Day
Company Secretary 29/02/2016

$\tilde{\mathcal{A}}$

For the period between 15th June 2015 to 25th February 2016
	Instruments	Type of transaction	Ccy	Consideration	Quantity
JCP	Carsales.com Ltd	Purchase	AUD	482,490.28 \$	48,172
JCP	Carsales.com Ltd	Purchase	AUD	$\mathfrak{S}$ 14,313.15	1,431
JCP	Carsales.com Ltd	Purchase	AUD	\$2,298,538.57	222,000
JCP	Carsales.com Ltd	Purchase	AUD	\$4,871,406.72	459,600
JCP	Carsales.com Ltd	Sale	AUD	$-\$$ 1,898,176.92	$-183,700$
JCP	Carsales.com Ltd	Sale	AUD	-\$ 601,297.04	$-55,700$
JCP	Carsales.com Ltd	Purchase	AUD	$\mathbb{S}$ 1,135,736.33	116,200
JCP	Carsales.com Ltd	Purchase	AUD	\$ 517,982.20	52,700
JCP	Carsales.com Ltd	Purchase	AUD	$\mathcal{L}$ 284,777.62	29,970
JCP	Carsales.com Ltd	Purchase	AUD	$\mathcal{S}$ 58,015.59	6,144
JCP	Carsales.com Ltd	Purchase	AUD	$\mathcal{S}$ 216,512.49	22,747
JCP	Carsales.com Ltd	Purchase	AUD	$\mathcal{S}$ 552,994.99	55,900
JCP	Carsales.com Ltd	Purchase	AUD	$\mathbb{S}$ 110,920.08	11,200
JCP	Carsales.com Ltd	Purchase	AUD	\$ 1,547,939.39	160,569
JCP	Carsales.com Ltd	Sale	AUD	-\$ 43,685.39	$-4,500$
JCP	Carsales.com Ltd	Purchase	AUD	$\mathcal{L}$ 992,702.28	97,500
JCP	Carsales.com Ltd	Sale	AUD	-\$ 766,731.19	$-75,000$
JCP	Carsales.com Ltd	Sale	AUD	-\$ 238,108.61	$-23,100$
JCP	Carsales.com Ltd	Sale	AUD	-\$ 206,354.59	$-20,000$
JCP	Carsales.com Ltd	Sale	AUD	$-$ \$2,797,837.14	$-264,000$
JCP	Carsales.com Ltd	Sale	AUD	$-$ \$2,528,479.29	$-226,800$
JCP	Carsales.com Ltd	Sale	AUD	202,642.88 -\$	$-17,910$
JCP	Carsales.com Ltd	Purchase	AUD	\$ 119,488.28	10,600
JCP	Carsales.com Ltd	Sale	AUD	-\$ 1,963,962.48	$-168,000$
JCP	Carsales.com Ltd	Sale	AUD	$-$ \$2,566,397.84	$-223,800$
JCP	Carsales.com Ltd	Sale	AUD	$-$ \$2,769,230.64	$-240,000$
JCP	Carsales.com Ltd	Sale	AUD	$-$ \$ 3,582,774.60	$-309,200$
JCP	Carsales.com Ltd	Sale	AUD	-\$ 984,763.23	$-85,849$
JCP	Carsales.com Ltd	Sale	AUD	$-$ \$ 3,757,228.39	$-330,000$
JCP	Carsales.com Ltd	Sale	AUD	$-$ \$1,374,360.57	$-117,800$
JCP	Carsales.com Ltd	Sale	AUD	$-$ \$2,320,364.67	$-200,000$
JCP	Carsales.com Ltd	Sale	AUD	$-$ \$2,275,131.92	$-200,000$
JCP	Carsales.com Ltd	Sale	AUD	$-$ \$ 3,163,988.57	$-267,000$
JCP	Carsales.com Ltd	Sale	AUD	$-$ \$2,886,181.99	$-243,000$
JCP	Carsales.com Ltd	Transfers			$-438,382$

"JCP" = JCP Investment Partners Ltd

$\infty$

Nancy Day
Company Secretary
29/02/2016