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CHARTER HALL GROUP — Major Shareholding Notification 2011
Feb 14, 2011
64645_rns_2011-02-14_d61afcb6-6406-42e8-9e01-90c9440b4a89.pdf
Major Shareholding Notification
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15 February 2011
Luxmy Wigneswaran Advisor, Issuers (Sydney) ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000
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
Dear Ms Wigneswaran
Charter Hall Office REIT (“CQO”)
We enclose a Form 604 (Notice of Change of Interests of a Substantial Holder) for Charter Hall Funds Management Limited (CHFML) in relation to Charter Hall Office REIT (CQO).
As previously announced to the ASX, the voting agreement in clause 8.5(c) of the Unit Transfer Agreement between CHFML and Macquarie Bank Limited (MBL) dated 12 February 2010 (Unit Transfer Agreement) gave rise to a technical association between CHFML and MBL for the purposes of section 12 of the Corporations Act 2001 (Cth). This meant that CHFML was required to disclose in any substantial holding notice given by CHFML in relation to CQO securities, the relevant interest that MBL had in CQO securities.
The voting agreement in clause 8.5(c) of the Unit Transfer Agreement expired on 12 February 2011, which means that there is no longer a technical association between CHFML and MBL and that CHFML is no longer required to disclose the relevant interest that MBL has in CQO securities, in respect of that technical association, in any substantial holding notice given by CHFML in relation to those securities.
Accordingly, the Form 604 now relates only to CHFML's relevant interest in CQO, which comprises 43.2 million CQO securities held by CHFML and 29.4 million CQO securities, held by MBL over which CHFML has a first right of refusal under the Unit Transfer Agreement. The first right of refusal is not subject to an expiry date.
CHFML's current relevant interest in CQO, including securities over which CHFML has a first right of refusal is 14.71% (8.75% excluding the securities over which it has a first right of refusal).
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
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) ACN/ARSN (if applicable) 082 991 786 There was a change in the interests of the substantial holder on 12 February 2011 The previous notice was given to the company on 23 December2010 The previous notice was dated 16 December 2010
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 had a relevant interest in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| Previous notice | Previous notice | Present notice | Present notice | ||||
|---|---|---|---|---|---|---|---|
| Class of securities (4) | Person’s votes | Voting power | Person’s votes | Voting power | |||
| Fully Paid Ordinary Units | 87,629,734 | 17.76% | 72,559,656 | 14.71% |
Note: the previous notice section above also includes the relevant interest of Macquarie Bank Limited (MBL), which at that time was an associate of CHFML but which is no longer an associate.
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 whoserelevant interestchanged | Nature of change | Consideration givenin relation to change | Class and number ofsecurities affected | Person’s votesaffected |
|---|---|---|---|---|---|
| There has been no change in CHFML's relevant interest since the last notice. The purpose of this notice is to announce that MBL is no longer anassociate of CHFML. |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevantinterest | Registeredholder ofsecurities | Person entitled tobe registered asholder | Nature of relevant interest (6) | Class and number ofsecurities | Person’s votes | |
|---|---|---|---|---|---|---|
| CHFML | CHFML | CHFML | Under s608(1) of the Corporations Act | 43,172,206 | 43,172,206 | |
| CHFML | MBL and itsrelated bodiescorporate | MBL and itsrelated bodiescorporate | Under s608(1) of the Corporations Act pursuantto CHFML's first right of refusal under the UnitTransfer Agreement dated 12 February 2010between CHFML and MBL | 29,387,450 | 29,387,450 | |
| CHFML and MBL | CHFML and MBL | |||||
| Charter Hall Limited(CHL) and CharterHall Holdings PtyLimited (CHHPL) | (and its relatedbodies corporate),as noted in thetwo rowsimmediately | (and its relatedbodies corporate),as noted in thetwo rowsimmediately | Deemed relevant interest, as parent companiesof CHFML, under s608(3) of the CorporationsAct | 72,559,656 | 72,559,656 | |
| above | above |
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5. Changes in association
The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the substantial holder in relation to voting interests in the company or scheme are as follows:
Name and ACN/ARSN (if Nature of association applicable) CHL, CHHPL and their related bodies CHFML is a related body corporate of each entity. corporate MBL MBL has ceased to be an associate of CHFML.
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 15 February 2011
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