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CENTURIA CAPITAL GROUP — Major Shareholding Notification 2021
Jun 24, 2021
64677_rns_2021-06-24_6ef6719c-c6c3-4370-bf54-ca655454333b.pdf
Major Shareholding Notification
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Centuria Capital Group (CNI)
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Change in Substantial Holder Notice Centuria’s off-market takeover bid for Primewest
SYDNEY (25 June 2021)
Centuria Capital Group ( Centuria or ASX:CNI ) refers to its off-market takeover bid ( Centuria Offer ) under Chapter 6 of the Corporations Act 2001 (Cth) ( Corporations Act ) to acquire all of the stapled securities in Primewest Group Limited (ACN 636 344 137) and the Primewest Property Fund (ARSN 636 405 635) whose responsible entity is Primewest Management Ltd (ACN 091 415 833) (together, Primewest ).
Centuria attaches a notice of change of interest of substantial holder in relation to Centuria’s holding in Primewest as required by section 671B of the Corporations Act.
Centuria announces that, as at 7:00pm on 24 June 2021, Centuria had voting power of 98.3729% in Primewest.
Yours faithfully
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Anna Kovarik Company Secretary
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For more information or to arrange an interview, please contact:
John McBain Tim Mitchell Joint CEO Group Head of Investor Relations Centuria Capital Limited Centuria Capital Limited T: 02 8923 8923 T: 02 8923 8923 E: [email protected] E: [email protected]
Alexandra Koolman
Group Communications Manager Centuria Capital Limited T: 02 8923 8923 E: [email protected]
Centuria Capital Group Consisting of: Centuria Capital Limited ABN 22 095 454 336 Centuria Capital Fund ARSN 613 856 358
Level 41, Chifley Tower 2 Chifley Square, Sydney NSW 2000
E: [email protected] www.centuria.com.au
T: 02 8923 8923 F: 02 9460 2960
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme Primewest (ASX: PWG) consisting of Primewest Group Limited (ACN 636 344 137) and the Primewest Property Fund (ARSN 636 405 635) whose responsible entity is Primewest Management Ltd (ACN 091 415 833) ( Primewest )
ACN/ARSN See above
1. Details of substantial holder (1)
Name Centuria Capital Group (ASX: CNI) consisting of Centuria Capital Limited acting in its own capacity and as nominee for the Centuria Capital Fund (ARSN 613 856 358) (whose responsible entity is Centuria Funds Management Limited (ACN 607 153 588)) and each of the persons listed in Annexure A ( Centuria )
ACN/ARSN (if applicable)
See above
There was a change in the interests of the substantial holder on 24 / 06 / 2021 The previous notice was given to the company on 24 / 06 / 2021 The previous notice was dated 24 / 06 / 2021
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) | |
| Fully paid ordinary stapled securities (Primewest Securities) |
383,797,230 | 96.7846% | 390,095,714 | 98.3729% |
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 |
|---|---|---|---|---|---|
| 24/06/2021 | Centuria | Acquisition of relevant interests in Primewest as a result of acceptances of offers made under an off-market takeover bid by Centuria for all of the stapled securities in Primewest (Centuria Offer). The terms of the Centuria Offer are set out in Centuria’s bidder’s statement dated 14 May 2021. |
The Centuria Offer consideration as set out in Centuria’s bidder’s statement dated 14 May 2021. |
6,298,484 Primewest Securities |
6,298,484 Votes |
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 |
|---|---|---|---|---|---|
| Centuria | The holders of Primewest Securities to whom the Centuria Offer was made and who have accepted the Centuria Offer or, where the contracts arising as a result of those acceptances have been completed, Centuria |
Centuria, subject to the terms and conditions of the Centuria Offer |
Relevant interest arising by virtue of subsections 608(1) and/or 608(8) of the_Corporations Act_ 2001(Cth) as applicable with respect to acceptances under the Centuria Offer. The Primewest Securities which are the subject of acceptances under the Centuria Offer either have been or will be transferred into the name of Centuria. |
390,095,714 Primewest Securities |
390,095,714 Votes |
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/ARSN (if applicable) |
Nature of association |
|---|---|
| N/A | N/A |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Centuria | Level 41, Chifley Tower 2 Chifley Square Sydney NSW 2000 |
| Other persons listed in Annexure A | See Annexure A |
Signature
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Anna Kovarik
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capacity Company Secretary date 25 June 2021
Annexure A
This is Annexure ‘A’ of 4 pages referred to in Form 604 – Notice of change of interests of substantial holder
Signed:
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Title: Anna Kovarik – Company Secretary Dated: 25 June 2021
| No. | Name | Address |
|---|---|---|
| 1. | 80 Grenfell Street St Pty Ltd | Level 41, Chifley Tower, 2 Chifley Square, Sydney NSW 2000 |
| 2. | A.C.N. 062 671 872 Pty Ltd | As above |
| 3. | Ahnco Pty Ltd | As above |
| 4. | Belmont Road Development Pty Limited | As above |
| 5. | Belmont Road Management Pty Limited | As above |
| 6. | Centuria 61-67 Wyatt Street Pty Ltd | As above |
| 7. | Centuria Business Services Pty Limited | As above |
| 8. | Centuria Canberra No. 3 Pty Limited | As above |
| 9. | Centuria Developments (Cardiff) Pty Limited | As above |
| 10. | Centuria Developments (Mann Street) Pty Limited | As above |
| 11. | Centuria Developments (Mayfield) Pty Limited | As above |
| 12. | Centuria Developments (Young Street) Pty Limited | As above |
| 13. | Centuria Developments Pty Limited | As above |
| 14. | Centuria Employee Share Fund Pty Ltd | As above |
| 15. | Centuria Finance Pty Ltd | As above |
| 16. | Centuria Funds Management Limited | As above |
| 17. | Centuria Healthcare Asset Management Limited | As above |
| 18. | Centuria Healthcare Asset Management Nominee 1 Pty Ltd | As above |
| 19. | Centuria Healthcare Asset Management Nominee 2 Pty Ltd | As above |
| 20. | Centuria Healthcare Developments Pty Ltd | As above |
| 21. | Centuria Healthcare Energy Company Pty Ltd | As above |
| 22. | Centuria Healthcare Funds Distribution Limited | As above |
| 23. | Centuria Healthcare Investments Pty Ltd | As above |
| 24. | Centuria Healthcare Property Services Pty Limited | As above |
| 25. | Centuria Healthcare Pty Ltd | As above |
| 26. | Centuria Industrial Property Services Pty Limited | As above |
| 27. | Centuria Institutional Investment No. 3 Pty Limited | As above |
| No. | Name | Address |
|---|---|---|
| 28. | Centuria Investment Holdings No. 4 Pty Limited | As above |
| 29. | Centuria Investment Holdings Pty Limited | As above |
| 30. | Centuria Investment Management (CDPF) No. 2 Pty Limited | As above |
| 31. | Centuria Investment Management (CDPF) Pty Ltd | As above |
| 32. | Centuria Investment Management (CIP) Pty Ltd | As above |
| 33. | Centuria Investment Management (CMA) No. 2 Pty Ltd | As above |
| 34. | Centuria Investment Management (CMA) Pty Ltd | As above |
| 35. | Centuria Investment Management (Property) No. 1 Pty Ltd | As above |
| 36. | Centuria Investment Management (Property) No. 2 Pty Ltd | As above |
| 37. | Centuria Investment Services Pty Limited | As above |
| 38. | Centuria Richlands Pty Ltd | As above |
| 39. | Centuria Life Limited | Level 32, 120 Collins Street, Melbourne VIC 3000 |
| 40. | Centuria Nominees No. 3 Pty Limited | Level 41, Chifley Tower, 2 Chifley Square, Sydney NSW 2000 |
| 41. | Centuria Platform Investments Pty Ltd | As above |
| 42. | Centuria Properties No.3 Pty Ltd | As above |
| 43. | Centuria Property Funds Limited | As above |
| 44. | Centuria Property Funds No. 2 Limited | As above |
| 45. | Centuria Property Services Pty Limited | As above |
| 46. | Centuria Subco Pty Limited | As above |
| 47. | CHDMF2 SPV Funding Co Pty Ltd | As above |
| 48. | CHDMF2 SPV Shareholder Co Pty Ltd | As above |
| 49. | CHPF Cairns Pty Ltd | As above |
| 50. | CHPF Kallangur Pty Ltd | As above |
| 51. | CHPF South Bunbury Pty Ltd | As above |
| 52. | Heathley Finance Company Pty Ltd | As above |
| 53. | Heathley Funds Management Pty Ltd | As above |
| 54. | Heathley Investor Services Pty Limited | As above |
| 55. | Heathley Nominees Pty Ltd | As above |
| 56. | Over Fifty Capital Pty Ltd | As above |
| 57. | Over Fifty Funds Management Pty Ltd | As above |
| 58. | Over Fifty Guardian Friendly Society Limited | Level 32, 120 Collins Street, Melbourne VIC 3000 |
| 59. | Over Fifty Investments Pty Ltd | Level 41, Chifley Tower, 2 Chifley Square, Sydney NSW 2000 |
| 60. | Over Fifty Seniors Equity Release Pty Ltd | As above |
| No. | Name | Address |
|---|---|---|
| 61. | Zimara Enterprises Pty Ltd | As above |
| 62. | CFM GP (Ashburton Central) Limited | Level 2, 30 Gaunt Street, Auckland Central, Auckland, 1010, New Zealand |
| 63. | CFM GP (Building A Graham Street) Limited | As above |
| 64. | CFM GP (Building B Graham Street) Limited | As above |
| 65. | CFM GP (Hugo Johnston Drive) Limited | As above |
| 66. | CFM GP (Peachgrove Road) Limited | As above |
| 67. | CFM GP (Shands Road) Limited | As above |
| 68. | CFM GP (Sir William Pickering Drive) Limited | As above |
| 69. | CFM LP Limited | As above |
| 70. | Bayleys Augusta Management Limited | As above |
| 71. | Formation St Estate Pty Ltd | David K Lawyers, Level 12, 300 Queen Street, Brisbane City, QLD 4000 |
| 72. | Formation St Partners Pty Ltd | As above |
| 73. | Peterkin St Partners Pty Ltd | As above |
| 74. | Quinns Hill Rd Partners Pty Ltd | As above |
| 75. | Sherbrooke Rd Partners Pty Ltd | As above |
| 76. | Augusta Kedron Partners Pty Ltd | As above |
| 77. | Centuria Capital (NZ) Limited | Level 2, 30 Gaunt Street, Auckland Central, Auckland, 1010, New Zealand |
| 78. | Centuria Capital (NZ) No.1 Limited | As above |
| 79. | Centuria Capital (NZ) No.2 Limited | As above |
| 80. | Centuria Property Holdco Limited | As above |
| 81. | Centuria Lakeview Holdings Limited | As above |
| 82. | Centuria Funds Management (NZ) Limited | As above |
| 83. | Augusta Industrial Fund Limited | As above |
| 84. | Asset Plus Limited | As above |
| 85. | Bass Capital Partners Pty Ltd | ‘Perks & Associates Pty Limited' Level 1, 180 Greenhill Road, Parkside SA 5063 |
| 86. | Bass Finance No 14 Pty Ltd | As above |
| 87. | Bass Finance No 20 Pty Ltd | As above |
| 88. | Bass Finance No 21 Pty Ltd | As above |
| 89. | Bass Finance No 22 Pty Ltd | As above |
| 90. | Bass Finance No 23 Pty Ltd | As above |
| 91. | Bass Finance No 24 Pty Ltd | As above |
| 92. | Bass Finance No 26 Pty Ltd | As above |
| No. | Name | Address |
|---|---|---|
| 93. | Bass Finance No 29 Pty Limited | As above |
| 94. | Bass Finance No 30 Pty Limited | As above |
| 95. | Bass Finance No 31 Pty. Limited | As above |
| 96. | Bass Finance No 32 Pty Limited | As above |
| 97. | Bass Finance No 33 Pty Ltd | Suite 304, 2 Grosvenor Street, Bondi Junction NSW 2022 |
| 98. | Bass Finance No 34 Pty Ltd | ‘Perks & Associates Pty Limited' Level 1, 180 Greenhill Road, Parkside SA 5063 |
| 99. | Bass Finance No 35 Pty Ltd | As above |
| 100. | Bass Finance No 36 Pty Ltd | As above |
| 101. | Bass Finance No 37 Pty Ltd | As above |
| 102. | Bass Finance No 38 Pty. Ltd | As above |
| 103. | Bass Finance No 39 Pty. Ltd | As above |
| 104. | Bass Finance No 40 Pty. Ltd | As above |
| 105. | Bass Finance No 41 Pty. Ltd | As above |
| 106. | Bass Finance No 42 Pty. Ltd | As above |
| 107. | Bass Finance No 43 Pty Ltd | As above |
| 108. | Bass Finance No 44 Pty Ltd | As above |
| 109. | Bass Finance No 45 Pty Ltd | As above |
| 110. | Bass Finance No 46 Pty Ltd | As above |
| 111. | Bass Finance No 47 Pty Ltd | As above |
| 112. | Bass Finance No 48 Pty Ltd | As above |
| 113. | Bass Finance No 49 Pty Ltd | As above |
| 114. | Bass Finance No 9 Pty Ltd | As above |
| 115. | Bass Finance Pty Ltd | As above |
| 116. | Bass Financial Services Pty Ltd | As above |
| 117. | Bass Loan Services Pty Limited | As above |
| 118. | Bass Securities Pty Ltd | As above |
| 119. | Grosvenor Street Services Pty Ltd | As above |