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CHARTER HALL GROUP — Major Shareholding Notification 2011
Jun 15, 2011
64645_rns_2011-06-15_240d96d7-c21c-4fad-b49b-1f26c33b2852.pdf
Major Shareholding Notification
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16 June 2011 Stephanie So Advisor, Issuers (Sydney) ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000
Dear Ms So
Charter Hall Office REIT ("CQO")
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Level 11, 333 George Street Sydney NSW 2000 GPO Box 2704 Sydney NSW 2001 Tel +61 2 8908 4000 Fax +61 2 8908 4040 www.charterhall.com.au Charter Hall Limited ABN 57 113 531 150 Charter Hall Funds Management Limited ABN 31 082 991 786
We enclose a Form 604 (Notice of interests of a Substantial Holder) for the Charter Hall Group (CHC) in relation to Charter Hall Office REIT (CQO).
The reasons for this notice are as follows:
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Reliance Investment Management Pty Limited (RIM), the investment manager of the Charter Hall Property Securities Fund, is 50% owned by Charter Hall Limited (CHL). JP Morgan Nominees Australia Limited as custodian for Charter Hall Property Securities Fund (CHPSF) is currently the registered holder of 600,000 ordinary units in CQO. RIM has relevant interests in units in CQO since it has the power to control the exercise of, a right to vote attached to, and a power to dispose of, the 600,000 ordinary units in CQO held by CHPSF. Previous substantial holder notices of CHC showing interests in CQO did not disclose its relevant interests in CQO through RIM's interests in CQO as required by s608(3)(a) of the Corporations Act 2001 (Cth).
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Charter Hall Funds Management Limited (CHFML) had a relevant interest over 29,387,451 fully paid ordinary units in CQO pursuant to a first right of refusal under the Unit Transfer Agreement dated 12 February 2010 between CHFML and Macquarie Bank Limited (MBL) (UTA). CHFML has previously exercised its first right of refusal over 6,200,000 fully paid ordinary units and MBL has previously disposed of 19,153,963 fully paid ordinary units to third parties. Since the Charter Hall Group's last substantial holder notice, MBL has disposed of its remaining 4,033,488 ordinary units to third parties. Therefore, the Charter Hall Group no longer has an interest in any CQO units under the UTA.
CHC’s direct interest in CQO is 10.01%, excluding:
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the units over which it has a first right of refusal under the UTA (now no longer applicable); and
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the units held by CHPSF,
which is unchanged since the last notice lodged 14 March 2011.
Please do not hesitate to contact the undersigned if you require further information.
Yours faithfully
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Nathan Francis Company Secretary
Form 604 Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder |
Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder |
Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder |
Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder |
Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder |
Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder |
Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder |
Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder |
Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder |
Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder |
Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder |
Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder |
|---|---|---|---|---|---|---|---|---|---|---|---|
| To Company Name/Scheme Charter Hall Office REIT ACN/ARSN 093 016 838 1. Details of substantial holder (1) Name Charter Hall Funds Management Limited (CHFML), Charter Hall Limited (CHL) and Charter Hall Holdings Pty Limited (CHHPL) ACN/ARSN (if applicable) CHFML(ACN 082 991 786), CHL(ACN 113 531 150)and CHHPL(ACN 051 363 547) There was a change in the interests of the substantial holder on 16/06/2011 The previous notice was given to the company on 14/03/2011 The previous notice was dated 10/03/2011 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: Previous notice Present notice Class of securities (4) Person’s votes Voting power(5) Person’s votes Voting power(5) Fully Paid Ordinary Units 53,405,694 10.83% 49,972,206 10.13% 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 16/06/2011 CHL and RIM Various acquisitions and disposals of units by JP Morgan Nominess Australia Limited as custodian for the Charter Hall Property Securities Fund (CHPSF), of which Reliance Investment Management Pty Ltd (RIM) is the investment manager See Annexure A 600,000 Fully Paid Ordinary Units 600,000 17 March 2011 CHFML Disposal of units the subject of CHFML's first right of refusal under the Unit Transfer Agreement dated 12 February 2010 between CHFML and Macquarie Bank Limited (MBL) (UTA) by MBL to third parties 4,033,488 Fully Paid Ordinary Units 4,033,488 For details on the acquisitions and disposals of units by for CHPSF, see Annexure A. CHFML had a relevant interest over 29,387,451 fully paid ordinary units pursuant to a first right of refusal under the UTA. CHFML has previously exercised its first right of refusal over 6,200,000 fully paid ordinary units and MBL has previously disposed of 19,153,963 ordinary units to third parties. Since the Charter Hall Group's last substantial holder notice, MBL has disposed of its remaining 4,033,488 ordinary units to third parties. Therefore, the Charter Hall Group no longer has an interest in any units under the UTA. 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 CHFML CHFML CHFML Under s608(1) of the Corporations Act 49,372,206 49,372,206 |
Charter Hall Office REIT | ||||||||||
| 093 016 838 | |||||||||||
| Charter Hall Funds Management Limited (CHFML), Charter Hall Limited (CHL) and Charter Hall Holdings Pty Limited (CHHPL) |
|||||||||||
| CHFML(ACN 082 991 786), CHL(ACN 113 531 150)and CHHPL(ACN 051 363 547) | |||||||||||
| 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 |
||||||
| 16/06/2011 | CHL and RIM | Various acquisitions and disposals of units by JP Morgan Nominess Australia Limited as custodian for the Charter Hall Property Securities Fund (CHPSF), of which Reliance Investment Management Pty Ltd (RIM) is the investment manager |
See Annexure A |
600,000 Fully Paid Ordinary Units |
600,000 | ||||||
| 17 March 2011 | CHFML | Disposal of units the subject of CHFML's first right of refusal under the Unit Transfer Agreement dated 12 February 2010 between CHFML and Macquarie Bank Limited (MBL) (UTA) by MBL to third parties |
4,033,488 Fully Paid Ordinary Units |
4,033,488 | |||||||
| For details on the acquisitions and disposals of units by for CHPSF, see Annexure A. CHFML had a relevant interest over 29,387,451 fully paid ordinary units pursuant to a first right of refusal under the UTA. CHFML has previously exercised its first right of refusal over 6,200,000 fully paid ordinary units and MBL has previously disposed of 19,153,963 ordinary units to third parties. Since the Charter Hall Group's last substantial holder notice, MBL has disposed of its remaining 4,033,488 ordinary units to third parties. Therefore, the Charter Hall Group no longer has an interest in any units under the UTA. |
|||||||||||
| 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 |
||||||
| CHFML | CHFML | CHFML | Under s608(1) of the Corporations Act | 49,372,206 | 49,372,206 | ||||||
| CHL and RIM | CHPSF, of which RIM is the investment manager |
CHPSF |
Under s608(3)(a) of the Corporations Act | 600,000 | 600,000 |
CHFML and CHPSF, of which RIM is the CHFML and CHPSF, CHL and CHHPL investment as noted in the rows Under s608(3) of the Corporations Act 49,972,206 49,972,206 manager, as noted immediately above in the rows immediately above
5. Changes in association
The persons who have become associates 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 |
|---|---|
| CHL, CHHPL and their related bodies corporate |
CHFML is a related body corporate of each entity. |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| CHFML, CHL, CHHPL | Level 11, 333 George Street, SydneyNSW 2000 |
Signature
print name Nathan Francis capacity Company Secretary sign here date 16 June 2011
Appendix A
| Date of change | Person whose relevant interest changed |
Nature of change | **Consideration ** | Number of securities affected |
Class | Person's votes affected |
|---|---|---|---|---|---|---|
| 10-Dec-10 | CHLandRIM | On market purchase | AUD 2.82 | 208,153 | FPU | 208,153 |
| 10-Feb-11 | CHLandRIM | On market sale | AUD3.14 | -208,153 | FPU | -208,153 |
| 03-May-11 | CHLandRIM | On market purchase | AUD3.55 | 115,000 | FPU | 115,000 |
| 04-May-11 | CHLandRIM | On market purchase | AUD3.54 | 280,000 | FPU | 280,000 |
| 13-May-11 | CHLandRIM | On market purchase | AUD3.45 | 205,000 | FPU | 205,000 |