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CENTURIA CAPITAL GROUP — Major Shareholding Notification 2017
Sep 11, 2017
64677_rns_2017-09-11_c351e03e-5b8e-4bd6-9b29-9fc7b2e438e6.pdf
Major Shareholding Notification
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Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
| To Company name/Scheme | Propertylink Group (PLG) consisting of Propertylink (Holdings) Limited ABN 59 092 684 798, Propertylink Trust ARSN 613 032 750 and Propertylink Australian Industrial Partnership ARSN 613 032 812 |
||
|---|---|---|---|
| A.C.N. or A.R.S.N. | See above | ||
| Details of substantial holder (1) | |||
| Name | Centuria Capital Limited ACN 095 454 336 and Centuria Funds Management Limited ACN 607 153 588 as responsible entity of Centuria Capital Fund ARSN 613 856 358 (together CNI), Centuria Property Funds No. 2 Limited ACN 133 363 185 (CPF2L) as responsible entity of Centuria Industrial REIT ARSN 099 680 252 (CIP) and each of their associates as detailed in Annexure A |
||
| ACN/ARSN (if applicable) | See above | ||
| The holder became a substantial holder on | 8 September 2017 |
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 (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
| Class of securities (4) | Number of securities | $\vert$ Person's votes (5) $\vert$ Voting power (6) | |
|---|---|---|---|
| Fully paid ordinary stapled securities in PLG (PLG Securities) | 102.472.656 * | 102.472.656 | $.00\%$ |
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 (7) | Class and number of securities |
|---|---|---|
| Centuria Investment Holdings Pty Limited ACN 116 455 862 as trustee of Centuria Capital No. 2 Industrial Fund |
Person having power to exercise, or control the exercise, of a right to vote attached to the units and/or the power to dispose of, or control the exercise of a power to dispose of, the units $(s608(1)(b)$ and $(c))$ |
52,770,780 PLG Securities |
| Centuria Property Funds Limited ACN 086 553 639 (CPFL) |
Person having power to exercise, or control the exercise, of a right to vote attached to the units and/or the power to dispose of, or control the exercise of a power to dispose of, the units $(s608(1)(b)$ and $(c))$ |
3,157,895 PLG Securities |
| Centuria Property Funds No.2 Limited ACN 133 363 185 (CPF2L) as responsible entity of Centuria Industrial REIT |
Person having power to exercise, or control the exercise, of a right to vote attached to the units and/or the power to dispose of, or control the exercise of a power to dispose of, the units $(s608(1)(b)$ and $(c))$ |
46,543,981 PLG Securities |
| Centuria Capital Limited as the holding company of CPFL, CPF2L and Centuria Investment Holdings Pty Limited |
Relevant interest under s608(3) as the holding company of Centuria Investment Holdings Pty Limited, Centuria Property Funds Limited and Centuria Property Funds No.2 Limited as responsible entity of Centuria Industrial REIT. |
102,472,656 PLG Securities, being the sum of the three relevant interests referred to above in this column |
| Centuria Funds Management Limited ACN 607 153 588 as the holder (directly or indirectly) of all of the units in the Centuria Capital No. 2 Industrial Fund |
Person having power to exercise, or control the exercise, of a right to vote attached to the units and/or the power to dispose of, or control the exercise of a power to dispose of, the units $(s608(1)(b)$ and $(c)$ , as having the right to replace Centuria Investment Holdings Pty Limited as trustee of, or to require the winding up of, the Centuria Capital No. 2 Industrial Fund (the holder and controller of 52,770,780 PLG Securities) |
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 (8) |
Class and number of securities |
|---|---|---|---|
| Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Industrial Fund |
Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Industrial Fund |
Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Industrial Fund |
47,849,390 PLG Securities |
| Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Industrial Fund |
National Nominees Limited | Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Industrial Fund |
4.921.390 PLG Securities |
| Centuria Property Funds Limited | Centuria Property Funds Limited | Centuria Property Funds Limited | 3,157,895 PLG Securities |
| Centuria Property Funds No.2 Limited as responsible entity of Centuria Industrial REIT |
Centuria Property Funds No.2 Limited as responsible entity of Centuria Industrial REIT |
Centuria Property Funds No.2 Limited as responsible entity of Centuria Industrial REIT |
46,543,981 PLG Securities |
| Centuria Capital Limited and Centuria Funds Management Limited |
The persons specified above in this column |
The holders of the relevant interests shown in the first column of the previous four rows |
102,472,656 PLG Securities |
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 (9) | Class and number of securities | ||
|---|---|---|---|---|---|
| Cash | Non-cash | ||||
| Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Industrial Fund |
8 September 2017 | \$45,456,920.50 (\$0.95 per PLG Security) |
47,849,390 PLG Securities | ||
| Centuria Property Funds Limited | 8 September 2017 | \$3,000,000.25 (\$0.95 per PLG Security) |
3,157,895 PLG Securities | ||
| Centuria Property Funds No.2 Limited as responsible entity of Centuria Industrial REIT |
8 September 2017 | \$44,216,781.95 (\$0.95 per PLG Security) |
46,543,981 PLG Securities | ||
| Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Industrial Fund |
See Annexure B | See Annexure B | 4.921.390 PLG Securities |
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 |
|---|---|
| l Please refer to Annexure A | ' Subsidiaries of CNI . |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| l Please refer to Annexure A | I Please refer to Annexure A |
Signature
| print name | James Lohie | capacity | Company Secretary |
|---|---|---|---|
| sign here | Orw | date | 12 September 2017 |
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 7 of the form.
- $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
- See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
- The voting shares of a company constitute one class unless divided into separate classes. $(4)$
- The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person $(5)$ or an associate has a relevant interest in.
- $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
- Include details of: $(7)$
- any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a $(a)$ 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 $(b)$ 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.
- If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) $(8)$ write "unknown".
- Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was $(9)$ 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 acquired.
Annexure A
Centuria Capital Limited ACN 095 454 336 and Centuria Funds Management Limited ACN 607 153 588 as responsible entity of Centuria Capital Fund ARSN
613 856 358
This is Annexure 'A' of 2 pages referred to in Form 603 - Notice of initial substantial holder
$\underbrace{\begin{array}{c}\downarrow\downarrow\downarrow\downarrow\downarrow\downarrow\downarrow\downarrow\downarrow\downarrow\downarrow\downarrow\downarrow\down$ Signed by
12 Sephanov 2017 Dated:
| Name Z |
Address |
|---|---|
| Centuria Capital Limited ACN 095 454 336 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| ACN 062 671 872 Pty Limited | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Belmont Road Development Pty Limited ACN 603 347 815 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Belmont Road Management Pty Limited ACN 602 287 276 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Centuria Canberra No. 3 Pty Limited ACN 074 469 042 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Centuria Capital Private Limited | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| 816 666 Centuria Employee Share Fund Pty Limited ACN 148 |
Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Centuria Finance Pty Limited ACN 095 179 356 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Centuria Funds Management Limited ACN 607 153 588 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Centuria Institutional Investments No. 3 Pty Limited ACN 118 020 527 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Centuria Investment Holdings Pty Limited ACN 116 455 862 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Centuria Investment Services Pty Limited ACN 095 364 917 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
Doc ID 438767423/v3
603 page 5/6
| Name Z |
Address |
|---|---|
| Centuria Life Limited ACN 087 649 054 | Level 32, 120 Collins Street, Melbourne VIC 3000 |
| Centuria Nominees No. 3 Pty Limited ACN 062 671 845 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Centuria Opportunity Fund 2 Pty Limited ACN 138 610 483 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Centuria Properties No. 3 Limited ACN 082 352 083 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Centuria Property Funds Limited ACN 086 553 639 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Centuria Property Funds No. 2 Limited ACN 133 363 185 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Centuria Property Services Pty Limited ACN 092 526 924 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Centuria Strategic Property Limited ACN 103 003 603 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Over Fifty Capital Pty Ltd ACN 007 108 509 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Over Fifty Funds Management Pty Ltd ACN 103 265 649 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| Over Fifty Investments Pty Ltd ACN 100 169 186 | Level 39, 100 Miller Street, North Sydney NSW 2060 |
| 388 Over Fifty Seniors Equity Release Pty Ltd ACN 095 362 |
Level 39, 100 Miller Street, North Sydney NSW 2060 |
| 96189 Strategic Property Holdings No. 7 Pty Limited ACN 109 |
Level 39, 100 Miller Street, North Sydney NSW 2060 |
603 page 6/6
Annexure B
Centuria Capital Limited ACN 095 454 336 and Centuria Funds Management Limited ACN 607 153 588 as responsible entity of Centuria Capital Fund ARSN
613 856 358
This is Annexure 'B' of 1 page referred to in Form 603 - Notice of initial substantial holder
James Lonie - Company Secretary $\frac{1}{2}$ $\ddot{ }$ Signed by
$100$ $2$ epterises $2017$ Dated:
| Person's votes affected | 1,740,161 | 652,061 | 19,061 | 1,010,107 | 1,500,000 |
|---|---|---|---|---|---|
| Class and number of securities affected |
1,740,161 PLG Securities |
652,061 PLG Securities |
19,061 PLG Securities |
1,010,107 PLG Securities |
1,500,000 PLG Securities |
| given in relation to Consideration change |
\$1,493,754.20 | \$560,576.84 | \$16,453.46 | \$882,556.75 | \$1,312,500.00 |
| Nature of change |
on-market Purchase |
on-market Purchase |
on-market Purchase |
on-market Purchase |
on-market Purchase |
| interest Person whose relevant changed |
Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Industrial Fund |
Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Industrial Fund |
Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Industrial Fund |
Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Industrial Fund |
Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Industrial Fund |
| Date of change | 1 September 2017 | 4 September 2017 | 5 September 2017 | 6 September 2017 | 7 September 2017 |