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CHARTER HALL GROUP Major Shareholding Notification 2018

Mar 27, 2018

64645_rns_2018-03-27_9b1b9404-9388-4aec-b7e1-5def61e235fc.pdf

Major Shareholding Notification

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603 Page 1 of 2 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme CHARTER HALL GROUP

ACN/ARSN 113 531 150

1. Details of substantial holder (1)

Pinnacle Investment Management Group Limited (and its subsidiaries Name listed in Annexure A ACN/ARSN (if applicable) 100 325 184

The holder became a substantial holder on 23 / 03 / 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 25,228,765 25,228,765 5.42%

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
REFER TO ANNEXURE A PART 1
AND PART 2

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
REFER TO ANNEXURE B

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
REFER TO ANNEXURE C

603 Page 2 of 2 15 July 2001

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
REFER TO ANNEXURE D

7. Addresses

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

Name Address
REFER TO ANNEXURE E

Signature

ure
print name
sign here
CALVIN KWOK
capacity
COMPANY SECRETARY
date
28/03/2018

DIRECTIONS

  • (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, 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.

CHARTER HALL GROUP

CHARTER HALL GROUP CHARTER HALL GROUP CHARTER HALL GROUP CHARTER HALL GROUP CHARTER HALL GROUP
Annexure A - Part 1
Holder of relevant interest Nature of relevant interest Number of
securities
Class of securities
Pinnacle Investment Management Group Limited
Pinnacle Investment Management Limited
Ariano Pty Limited (ACN 605 250 799)
Next Financial Limited (ACN 081 722 894)
Next Financial Nominees Pty Ltd (ACN 093 252 576)
Next Financial Nominees No. 2 Pty Ltd (ACN 132 819 115)
Investment Solutions Client Services Pty Ltd (ACN 117 898 334)
Priority Funds Management Pty Ltd (ACN 120 826 575)
Priority Investment Management Pty Ltd (ACN 116 943 456
PNI Option Plan Managers Pty Ltd (ACN 125 030 766)
Pinnacle RE Services Limited (ACN 130 508 379)
Pinnacle Services Administration Pty Ltd (ACN 126 175 148)
Pinnacle Investment Management (UK) Limited (Company Number 11026111)
POSH Nominees Pty Limited (ACN 620 094 251)
Relevant interest by virtue of section 608(3)
of the Corporations Act as it or its associates holds directly or
indirectly above 20% voting power in one or more affiliated
investment managers (see Annexure A – Part 2) and Pinnacle
Fund Services Limited, who each in turn hold relevant
interests in the securities the subject of this notice.
25,228,765 Ordinary fully paid
Pinnacle Fund Services Limited (ACN 082 494 362) Relevant interest held through the power to control voting
and/or disposal of securities in its capacity as responsible
entity or trustee of registered or unregistered schemes and/or
relevant interest by virtue of section 608(3)
of the Corporations Act as it or its associates holds directly or
indirectly above 20% voting power in one or more affiliated
investment managers (see Annexure A – Part 2) who each in
turn hold relevant interests in the securities the subject of this
notice.
25,228,765 Ordinary fully paid

This is Annexure "A - Part 1" s as mentioned in form 603 Notice of initial substantial holder

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Calvin Kwok Company Secretary Date: 28/03/2018

CHARTER HALL GROUP Annexure A - Part 2 Affiliated Investment Managers Antipodes Partners Limited (ACN 602 042 035) Hyperion Asset Management Limited (ACN 080 135 897) Firetrail Investments Pty Ltd (ACN 622 377 913) Palisade Investment Partners Limited (ACN 124 326 361) Plato Investment Management Limited (ACN 120 730 136) Resolution Capital Limited (ACN 108 584 167) Solaris Investment Management Limited (ACN 128 512 621) Spheria Asset Management Pty Ltd (ACN 611 081 326) Two Trees Investment Management Pty Limited (ACN 616 424 170)

This is Annexure "A - Part 2" as mentioned in form 603 Notice of initial substantial holder

==> picture [136 x 39] intentionally omitted <==

Calvin Kwok Company Secretary Date: 28/03/2018

CHARTER HALL GROUP CHARTER HALL GROUP CHARTER HALL GROUP CHARTER HALL GROUP CHARTER HALL GROUP CHARTER HALL GROUP
Annexure C
Holder of relevant
interest
Date of
acquisition
Consideration Number of
securities
Class of Securities
Cash Non‐Cash
Pinnacle Investment
Management Group
Limited (and its
subsidiaries listed in
Annexure A)
28/11/2017 11,459.70
$
1,819 ORDINARY FULLY PAID
As above 29/11/2017 6,028.80
$
960 ORDINARY FULLY PAID
As above 30/11/2017 340,469.65
$
53,929 ORDINARY FULLY PAID
As above 5/12/2017 643,694.25
‐$
104,613
ORDINARY FULLY PAID
As above 8/12/2017 7,115.24
$
1,133 ORDINARY FULLY PAID
As above 11/12/2017 649,227.94
$
102,268 ORDINARY FULLY PAID
As above 11/12/2017 289,761.81
$
45,644 ORDINARY FULLY PAID
As above 11/12/2017 145,325.28
$
22,892 ORDINARY FULLY PAID
As above 11/12/2017 33,347.62
$
5,253 ORDINARY FULLY PAID
As above 12/12/2017 637,906.44
$
100,000 ORDINARY FULLY PAID
As above 12/12/2017 31,953.52
$
5,000 ORDINARY FULLY PAID
As above 13/12/2017 130,770.41
$
20,401 ORDINARY FULLY PAID
As above 14/12/2017 10,672.72
$
1,672 ORDINARY FULLY PAID
As above 18/12/2017 1,281,641.02
$
200,000 ORDINARY FULLY PAID
As above 19/12/2017 6,035,281.59
$
938,613 ORDINARY FULLY PAID
As above 19/12/2017 12,247,336.74
$
1,904,718 ORDINARY FULLY PAID
As above 19/12/2017 643,812.18
$
100,000 ORDINARY FULLY PAID
As above 19/12/2017 9,793.97
$
1,523 ORDINARY FULLY PAID
As above 19/12/2017 19,314.37
$
3,000 ORDINARY FULLY PAID
As above 19/12/2017 289,715.50
$
45,000 ORDINARY FULLY PAID
As above 22/12/2017 10,320.60
$
1,670 ORDINARY FULLY PAID
As above 22/12/2017 12,332.65
‐$
2,000
ORDINARY FULLY PAID
As above 4/01/2018 290,979.25
$
48,087 ORDINARY FULLY PAID
As above 4/01/2018 145,940.43
$
24,118 ORDINARY FULLY PAID
As above 4/01/2018 22,163.59
$
3,663 ORDINARY FULLY PAID
As above 8/01/2018 12,138.78
$
1,977 ORDINARY FULLY PAID
As above 9/01/2018 646,963.10
$
105,064 ORDINARY FULLY PAID
As above 9/01/2018 291,319.36
$
47,309 ORDINARY FULLY PAID
As above 9/01/2018 146,106.12
$
23,727 ORDINARY FULLY PAID
As above 9/01/2018 14,778.72
$
2,400 ORDINARY FULLY PAID
As above 9/01/2018 49,545.66
$
8,046 ORDINARY FULLY PAID
As above 10/01/2018 698,653.73
$
115,838 ORDINARY FULLY PAID
As above 10/01/2018 171,596.52
$
28,451 ORDINARY FULLY PAID
As above 10/01/2018 86,060.62
$
14,269 ORDINARY FULLY PAID
As above 10/01/2018 32,155.50
$
5,332 ORDINARY FULLY PAID
As above 11/01/2018 13,134.00
$
2,200 ORDINARY FULLY PAID
As above 18/01/2018 9,018.54
$
1,539 ORDINARY FULLY PAID
As above 30/01/2018 10,097.56
$
1,732 ORDINARY FULLY PAID
As above 1/02/2018 15,629.72
‐$
2,631
ORDINARY FULLY PAID
As above 6/02/2018 575,526.74
$
103,419 ORDINARY FULLY PAID
As above 6/02/2018 260,397.48
$
46,792 ORDINARY FULLY PAID
As above 6/02/2018 130,599.42
$
23,468 ORDINARY FULLY PAID
As above 6/02/2018 29,594.67
$
5,318 ORDINARY FULLY PAID
As above 6/02/2018 8,698.23
‐$
1,522
ORDINARY FULLY PAID
As above 9/02/2018 766,303.26
‐$
137,864
ORDINARY FULLY PAID
As above 13/02/2018 28,616.00
$
5,110 ORDINARY FULLY PAID
As above 23/02/2018 24,372.95
$
4,195 ORDINARY FULLY PAID
As above 23/02/2018 29,035.76
$
4,997 ORDINARY FULLY PAID
As above 23/02/2018 58,100.00
‐$
10,000
ORDINARY FULLY PAID
As above 26/02/2018 7,330.86
‐$
1,251
ORDINARY FULLY PAID
As above 28/02/2018 6,282.90
$
1,074 ORDINARY FULLY PAID
As above 28/02/2018 315,155.68
$
53,929 ORDINARY FULLY PAID
As above 28/02/2018 315,155.68
‐$
53,929
ORDINARY FULLY PAID
As above 28/02/2018 19,328.40
‐$
3,304
ORDINARY FULLY PAID
As above 28/02/2018 19,328.40
$
3,304 ORDINARY FULLY PAID
As above 8/03/2018 107,262.60
$
18,430 ORDINARY FULLY PAID
As above 14/03/2018 144,970.54
$
24,739 ORDINARY FULLY PAID
As above 15/03/2018 111,799.35
$
19,111 ORDINARY FULLY PAID
As above 15/03/2018 52,655.80
$
9,000 ORDINARY FULLY PAID
As above 16/03/2018 707,714.20
$
120,000 ORDINARY FULLY PAID
As above 20/03/2018 10,365,030.06
$
1,780,933 ORDINARY FULLY PAID
As above 22/03/2018 115,958.36
$
20,062 ORDINARY FULLY PAID
As above 23/03/2018 26,871.26
$
4,706 ORDINARY FULLY PAID

This is Annexure "C" as mentioned in form 603 Notice of initial substantial holder

==> picture [147 x 43] intentionally omitted <==

Calvin Kwok Company Secretary Date: 28/03/2018

CHARTER HALL GROUP

CHARTER HALL GROUP CHARTER HALL GROUP CHARTER HALL GROUP
Annexure D
Name ACN Nature of Association
Pinnacle Investment Management
Group Limited
100 325 184 Related body corporate of each other entity listed in
Annexure D.

Pinnacle Investment Management
Limited
109 659 109 Related body corporate of each other entity listed in
Annexure D.
Pinnacle Fund Services Limited 082 494 362 Related body corporate of each other entity listed in
Annexure D.
Ariano Pty Limited 605 250 799 Related body corporate of each other entity listed in
Annexure D.
Next Financial Limited 081 722 894 Related body corporate of each other entity listed in
Annexure D.
Next Financial Nominees Pty Ltd 093 252 576 Related body corporate of each other entity listed in
Annexure D.
Next Financial Nominees No. 2 Pty
Ltd
132 819 115 Related body corporate of each other entity listed in
Annexure D.
Investment Solutions Client
Services Pty Ltd
117 898 334 Related body corporate of each other entity listed in
Annexure D.

Priority Funds Management Pty Ltd
120 826 575 Related body corporate of each other entity listed in
Annexure D.
Priority Investment Management
Pty Ltd
116 943 456 Related body corporate of each other entity listed in
Annexure D.

PNI Option Plan Managers Pty Ltd
116 943 456 Related body corporate of each other entity listed in
Annexure D.
Pinnacle RE Services Limited 130 508 379 Related body corporate of each other entity listed in
Annexure D.
Pinnacle Services Administration
Pty Ltd
126 175 148 Related body corporate of each other entity listed in
Annexure D.

Pinnacle Investment Management
(UK) Limited
Company
Number
11026111
Related body corporate of each other entity listed in
Annexure D.
POSH Nominees Pty Limited 620 094 251 Related body corporate of each other entity listed in
Annexure D.

This is Annexure "D" as mentioned in form 603 Notice of initial substantial holder

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Calvin Kwok Company Secretary Date: 28/03/2018

CHARTER HALL GROUP
Annexure E
CHARTER HALL GROUP
Annexure E
Name Address
Pinnacle Investment Management Group Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Fund Services Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Investment Management Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Investment Management Group Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Investment Management Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Fund Services Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Ariano Pty Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Next Financial Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Next Financial Nominees Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Next Financial Nominees No. 2 Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Investment Solutions Client Services Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Priority Funds Management Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Priority Investment Management Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia
PNI Option Plan Managers Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Investment Management (UK) Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle RE Services Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Services Administration Pty Ltd Level 19, 307 Queen St, Brisbane QLD 4000, Australia
POSH Nominees Pty Limited Level 19, 307 Queen St, Brisbane QLD 4000, Australia

This is Annexure "E" as mentioned in form 603 Notice of initial substantial holder

==> picture [136 x 41] intentionally omitted <==

Calvin Kwok Company Secretary Date: 28/03/2018