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CENTURIA OFFICE REIT — Major Shareholding Notification 2018
Oct 23, 2018
64683_rns_2018-10-23_091f3ffc-9f7f-4718-bad9-c574b3ea199a.pdf
Major Shareholding Notification
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603 page 1/4 15 July 2001
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme CENTURIA PROPERTY FUNDS LIMITED as responsible entity for CENTURIA METROPOLITAN REIT (together, CENTURIA METROPOLITAN REIT (CMA)) CENTURIA PROPERTY FUNDS LIMITED – ACN 086 553 639 CENTURIA METROPOLITAN REIT NO. 1 – ARSN 124 364 718
1. Details of substantial holder (1)
Name Salt Funds Management Limited ACN/ARSN (if applicable) N/A The holder became substantial on: 23/10/18
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 | Person’s votes (5) | Voting power (6) |
|---|---|---|---|
| Ordinary Shares | 16,849,699 | 317,600,061 | 5.305% |
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 |
|---|---|---|
| Salt Funds Management Limited | Salt Funds Management Ltd is the manager of various institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares. |
16,849,699 - Ordinary Shares |
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 |
|---|---|---|---|
| Salt Funds Management Ltd | Guardian Nominees No.2 Ltd (as custodian for BT Funds Management(NZ)Ltd) |
Guardian Nominees No.2 Ltd (as custodian for BT Funds Management(NZ)Ltd) |
10,753,598 Ordinary |
| Salt Funds Management Ltd | National Nominees Ltd (as custodian for Salt Investment Funds Ltd) |
National Nominees Ltd (as custodian for Salt Investment Funds Ltd) |
5,730,710 Ordinary |
| Salt Funds Management Ltd | Trustees Executors Limited (as custodian for TGH Equities Ltd) |
Trustees Executors Limited (as custodian for TGH Equities Ltd) |
149,308 Ordinary |
| Salt Funds Management Ltd | BNP Paribas Nominees (NZ) Ltd (as custodian for AMP Capital Investors(New Zealand)Ltd) |
BNP Paribas Nominees (NZ) Ltd (as custodian for AMP Capital Investors(New Zealand)Ltd) |
216,083 Ordinary |
603 page 2/4 15 July 2001
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) | Consideration (9) | Class and number of securities |
|---|---|---|---|---|
| Cash | Non-cash | |||
| Salt Funds Management (Acquisition of shares) |
13/07/18 – 26/07/18 | $318,685.41 | 130,331 OrdinaryShares |
|
| Salt Funds Management (Disposal of shares) |
02/07/18 – 08/10/18 | $(2,712,816.88) | (1,077,631) OrdinaryShares |
|
| Salt Funds Management Placement of Shares |
11/10/18 | $13,123,360.80 | 5,400,560 OrdinaryShares |
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 |
|---|---|
| ersons named in this form are asfollows: | |
| Name | Address |
| Salt Funds Management Limited | Level 3, 44 Queen Street, Auckland 1010, New Zealand |
| Centuria Metropolitan REIT (CMA) | The Company Secretary Centuria Metropolitan REIT (CMA) Level 39,100 Miller Street,North Sydney,NSW 2060 |
7. Addresses
The addresses of persons named in this form are as follows:
Signature
print name Julia Diepbrink capacity Operations Manager date sign here 24/10/18
603 page 3/4 15 July 2001
DIRECTIONS
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(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.
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(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
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(3) See the definition of "relevant interest” in sections 608 and 671B (7) of the Corporations Act 2001.
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(4) The voting shares of a company constitute one class unless divided into separate classes.
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(5) 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 or an associate has a relevant interest in.
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(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
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(7) Include details of:
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(a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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
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(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or 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.
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(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".
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(9) 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 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.