CHARTER HALL GROUP — Major Shareholding Notification 2018

Nov 6, 2018

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme

CHARTER HALL EDUCATION TRUST

ACN/ARSN

ARSN 102 955 939

1. Details of substantial holder (1) Name CHARTER HALL LIMITED ACN/ARSN (if applicable) ACN 113 531 150

The holder became a substantial holder on

07/11/2018

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 Fully Paid Units	41,254,909	41,254,909	16.02% based on 257,501,478ordinary units on issue in CharterHall Education Trust

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:

r are as follows:
Holder of relevant interest	Nature of relevant interest(7)	Class and number of securities
CHARTER HALL LIMITED	Relevant interest under section 608(1) of theCorporations Act by reason of acquiring all of theissued share capital in Folkestone Limited by wayof scheme or arrangement as disclosed in thenotice of meeting and explanatory memorandumdated 13 September 2018.	ORDINARY 33,096,696(the**Scheme Units**)
	Relevant interest under section 608(1) of theCorporations Act by reason of on marketacquisitions of ordinary units in Charter HallEducation Trust by The Trust Company LimitedACF Charter Hall Co-Investment Trust	ORDINARY 8,158,213(the**On Market Units**)

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 relevantinterest	Registered holder ofsecurities	Person entitled to beregistered as holder(8)	Class and numberof securities
CHARTER HALL LIMITED	FOLKESTONE LIMITED	FOLKESTONE LIMITED	ORDINARY31,134,247
CHARTER HALL LIMITED	ONE MANAGEDINVESTMENT FUNDSLIMITED AREF CHARTERHALL MAXIM PROPERTYSECURITIES FUND	ONE MANAGED INVESTMENTFUNDS LIMITED AREF CHARTERHALL MAXIM PROPERTYSECURITIES FUND	ORDINARY 1,300,000
CHARTER HALL LIMITED	CHARTER HALL PROPERTYSECURITIES MANGEMENTLIMITED AS INVESTMENTMANAGER FOR MASONSTEVENS SMA ACCOUNT	CHARTER HALL PROPERTYSECURITIES MANAGEMENTLIMITED AS INVESTMENTMANAGER FOR MASON STEVENSSMA ACCOUNT	ORDINARY 4,764

CHARTER HALL LIMITED	CHARTER HALL PROPERTYSECURITIES MANAGEMENTLIMITED AS INVESTMENTMANAGER FOR ALPHAFUND MANAGERS	CHARTER HALL PROPERTYSECURITIES MANAGEMENTLIMITED AS INVESTMENTMANAGER FOR ALPHA FUNDMANAGERS	ORDINARY 130,000
CHARTER HALL LIMITED	CHARTER HALL PROPERTYSECURITIES MANAGEMENTLIMITED AS INVESTMENTMANAGER FOR NEJA PTYLTD	CHARTER HALL PROPERTYSECURITIES MANAGEMENTLIMITED AS INVSTMENTMANAGER FOR NEJA PTY LTD	ORDINARY 149,964
CHARTER HALL LIMITED	CHARTER HALL PROPERTYSECURITIES MANAGEMENTLIMITED AS INVESTMENTMANAGER FOR HSBCCUSTODY NOMINEES(AUSTRALIA) LTD	CHARTER HALL PROPERTYSECURITIES MANAGEMENTLIMITED AS INVESTMENTMANAGER FOR HSBC CUSTODYNOMINEES (AUSTRALIA) LTD	ORDINARY 377,721
CHARTER HALL LIMITED	THE TRUST COMPANYLIMITED ACF CHARTERHALL CO-INVESTMENTTRUST	THE TRUST COMPANY LIMITEDACF CHARTER HALL CO-INVESTMENT TRUST	ORDINARY 8,158,213

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:

ntial holder is as follows:
Holder of relevantinterest	Date of acquisition	Consideration (9)		Class and numberof securities
		Cash	Non-cash
CHARTER HALL LIMITED, inrespect of the Scheme Units	07/11/2018	Nil		ORDINARY33,096,696
CHARTER HALL LIMITED, inrespect of the On Market Units	07/11/2018	$2.8266		ORDINARY 8,158,213

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
Each entity listed in the second column inthe table in paragraph 3(each a**Controlled Entity**)	Each Controlled Entity is an associate of Charter Hall Limited pursuant to section12(2)(a) of the Corporations Act because each Controlled Entity is a body corporatethat Charter Hall Limited controls.

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
FOLKESTONE LIMITED	Level 20, 1 Martin Place Sydney NSW 2000
ONE MANAGED INVESTMENT FUNDSLIMITED AREF FOLKESTONE MAXIMA-REIT SECURITIES FUND	Level 11, 20 Hunter Street, Sydney, NSW, 2000

CHARTER HALL PROSECURITIES MANGEINVESTMENT MANAGSTEVENS SMA ACCOFUND MANAGERS, NHSBC CUSTODY NO(AUSTRALIA) LTD	PERTYMENT LIMITED ASER FOR MASONUNT, ALPHAEJA PTY LTD andMINEES	Level 20, 1 Martin Place, Sydney NSW 2000
THE TRUST COMPANCHARTER HALL CO-ITRUST	Y LIMITED ACFNVESTMENT	C/- Level 20, 1 Martin Place Sydney NSW 2000

Signature

Signed on behalf of Parent and the Parent Subsidiaries

print namesign hereer of substatrust), the ned to throughparagraph 7f "associate"f "relevant inof a companf votes attac divided by tnt agreemensetting out tarrangemencation of theto which thef "relevant aolder is unabideration mued to receiveils must be iny to the pers	MARK ROBERT BRYANTcapacityCOMPANY SECRETARY
	date7 November 2018
	DIRECTIONSntial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager andames could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,out the form as a specifically named group if the membership of each group, with the names and addresses of membersof the form.in section 9 of the Corporations Act 2001.terest" in sections 608 and 671B(7) of the Corporations Act 2001.y constitute one class unless divided into separate classes.hed to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has ahe total votes in the body corporate or scheme multiplied by 100.t or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of anyhe terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,t, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; andpower of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of therelevant interest relates (indicating clearly the particular securities to which the qualification applies).greement" in section 9 of the Corporations Act 2001.le to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”st include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, orin relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of acluded of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if theyon from whom the relevant interest was acquired.

• (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.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (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.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

  • (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

  • (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.

• (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.’”

• (9) Details of the consideration must include any and all benefits, moneys 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.