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CHORUS LIMITED Major Shareholding Notification 2020

Mar 26, 2020

64680_rns_2020-03-26_f4d5ad2b-8ba7-4a73-97d6-37a5e82f8534.pdf

Major Shareholding Notification

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Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited and

To CHORUS LIMITED (CNU)

Relevant event being disclosed: Movement of 1% or more in substantial holding and change in the nature of relevant interest in the substantial holding

Date of relevant event: 24 March, 2020

Date this disclosure made: 27 March, 2020

Date last disclosure made: 27 March, 2020

Substantial product holder(s) giving disclosure

Full name(s): Mitsubishi UFJ Financial Group, Inc., First Sentier Investors (Australia) IM Ltd, First Sentier Investors Realindex Pty Ltd.

Summary of substantial holding

Class of quoted voting products: Ordinary Shares (security code: NZCNUE0001S2)

Summary for Mitsubishi UFJ Financial Group, Inc., First Sentier Investors (Australia) IM Ltd, First Sentier Investors Realindex Pty Ltd.

For this disclosure,—

  • (a) total number held in class: 26,491,739

  • (b) total in class: 443,709,223

  • (c) total percentage held in class: 5.971%

For last disclosure,—

  • (a) total number held in class: 32,882,240

  • (b) total in class: 443,709,223

  • (c) total percentage held in class: 7.411%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure:

For transaction details relating to subsidiaries of Mitsubishi UFJ Financial Group, Inc. see Annexure A.

For transaction details relating to the Morgan Stanley group see Annexure C.

1

Details after relevant event

Details for Mitsubishi UFJ Financial Group, Inc.

Nature of relevant interest(s): Deemed relevant interest by reason of being a holding company and a related company of First Sentier Investors (Australia) IM Ltd and First Sentier Investors Realindex Pty Ltd. and being deemed to have the same relevant interests as are disclosed by First Sentier Investors (Australia) IM Ltd and First Sentier Investors Realindex Pty Ltd. in this notice.

For that relevant interest,—

  • (a) number held in class: 13,778,804

  • (b) percentage held in class: 3.105%

  • (c) current registered holder(s): unknown

  • (d) registered holder(s) once transfers are registered: N/A

Nature of relevant interest(s): Deemed relevant interest arising from being a greater than 20% shareholder in Morgan Stanley and being deemed to have the same relevant interests as are held in the Morgan Stanley group. The relevant interests held in the Morgan Stanley group which are included in this disclosure are set out in Annexure B to this notice.

For that relevant interest,—

  • (a) number held in class: 12,712,935

  • (b) percentage held in class: 2.865%

  • (c) current registered holder(s): As listed in Annexure B

  • (d) registered holder(s) once transfers are registered: N/A

Details for First Sentier Investors (Australia) IM Ltd

Nature of relevant interest(s): Relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as a responsible entity of a managed investment scheme. The relevant agreement need not be attached under regulation 139.

For that relevant interest,—

  • (a) number held in class: 5,587,078

  • (b) percentage held in class : 1.259%

2

  • (c) current registered holder(s) : Unknown

  • (d) registered holder(s) once transfers are registered : N/A

Nature of relevant interest(s): Deemed relevant interest by reason of being a related company of other Mitsubishi UFJ Financial Group, Inc. subsidiaries disclosing in this notice.

For that relevant interest,—

  • (a) number held in class: 8,191,726

  • (b) percentage held in class:1.846%

  • (c) current registered holder(s): Unknown

  • (d) registered holder(s) once transfers are registered: N/A

Nature of relevant interest(s): Deemed relevant interest arising from being a whollyowned subsidiary and a related company of Mitsubishi UFJ Financial Group, Inc., which is deemed to have the same relevant interests as are held in the Morgan Stanley group by reason of being a greater than 20% shareholder in the Morgan Stanley group. The relevant interests held in the Morgan Stanley group which are included in this disclosure are set out in Annexure B to this notice.

For that relevant interest,—

  • (a) number held in class: 12,712,935

  • (b) percentage held in class: 2.865%

  • (c) current registered holder(s): As listed in Annexure B

  • (d) registered holder(s) once transfers are registered: N/A

Details for First Sentier Investors Realindex Pty Ltd.

Nature of relevant interest(s): Relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as a responsible entity of a managed investment scheme. The relevant agreement need not be attached under regulation 139.

For that relevant interest,—

  • (a) number held in class: 8,191,726

  • (b) percentage held in class: 1.846%

  • (c) current registered holder(s) : Unknown

  • (d) registered holder(s) once transfers are registered : Unknown

3

Nature of relevant interest(s): Deemed relevant interest by reason of being a related company of other Mitsubishi UFJ Financial Group, Inc. subsidiaries disclosing in this notice.

For that relevant interest,—

  • (a) number held in class: 5,587,078

  • (b) percentage held in class:1.259%

  • (c) current registered holder(s): Unknown

  • (d) registered holder(s) once transfers are registered: N/A

Nature of relevant interest(s): Deemed relevant interest arising from being a whollyowned subsidiary and a related company of Mitsubishi UFJ Financial Group, Inc., which is deemed to have the same relevant interests as are held in the Morgan Stanley group by reason of being a greater than 20% shareholder in the Morgan Stanley group. The relevant interests held in the Morgan Stanley group which are included in this disclosure are set out in Annexure B to this notice.

For that relevant interest,—

  • (a) number held in class: 12,712,935

  • (b) percentage held in class: 2.865%

  • (c) current registered holder(s): As listed in Annexure B

  • (d) registered holder(s) once transfers are registered: N/A

Additional Information

Address(es) of substantial product holder(s):

Mitsubishi UFJ Financial Group, Inc. – 2-7-1, Marunouchi, Chiyoda-ku, Tokyo 100-8330, Japan

First Sentier Investors (Australia) IM Ltd - Level 5, Tower Three International Towers Sydney, 300 Barangaroo Avenue, Barangaroo NSW 2000, Australia

First Sentier Investors Realindex Pty Ltd - Level 5, Tower Three International Towers Sydney, 300 Barangaroo Avenue, Barangaroo NSW 2000, Australia

Contact details:

Mariko Onda, Phone: +81-3-3240-3003, E-mail:[email protected]

Nature of connection between substantial product holders: First Sentier Investors (Australia) IM Ltd and First Sentier Investors Realindex Pty Ltd are wholly-owned subsidiaries of Mitsubishi UFJ Financial Group, Inc.

4

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: Not applicable

Certification

I, Mariko Onda, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

Annexure A

Transaction details for subsidiaries of Mitsubishi UFJ Financial Group, Inc.

Date of
**Transaction **
Holder of Relevant Interest Transaction
Nature
**Consideration ** Class and number of
securities
24-Mar-2020 First Sentier Investors
Realindex Pty Ltd
SELL 197999.1835(AUD) 33113 Ordinary Shares
24-Mar-2020 First Sentier Investors
Realindex Pty Ltd
SELL 98996.602(AUD) 16556 Ordinary Shares

5

Annexure B Relevant interests held in the Morgan Stanley group

List of Morgan Stanley and its subsidiaries that have a relevant interest or are deemed to have a relevant interest in the shares.

Entities

└─ ─ ┬ Morgan Stanley

─ ─ ├ ┬ Morgan Stanley Capital Management, LLC

─ ─ │ ├ ┬ Morgan Stanley Domestic Holdings, Inc.

─── │ │ ├ Morgan Stanley & Co. LLC

─── │ │ ├ Morgan Stanley Capital Services LLC

─── │ │ ├ Morgan Stanley Smith Barney LLC

│ │ └───Morgan Stanley Wealth Management Australia Pty Ltd

│ └───Morgan Stanley Investment Management Inc.

└─┬─Morgan Stanley International Holdings Inc.

└─┬─Morgan Stanley International Limited

└─┬─Morgan Stanley Investments (UK)

└───Morgan Stanley & Co. International plc

Details for Morgan Stanley & Co. International plc

Nature of relevant interest(s): Shares held or in respect of which the holder may exercise the control over disposal in the ordinary course of sales and trading businesses. The relevant agreements need not be attached under regulation 139.

For that relevant interest,-

  • (a) number held in class: 23,368

  • (b) percentage held in class : 0.005%

  • (c) current registered holder(s) : HSBC Nominees (New Zealand) Limited

  • (d) registered holder(s) once transfers are registered : Unknown

6

Details for Morgan Stanley & Co. International Plc

Nature of relevant interest(s): Holder of securities subject to an obligation to return under a Prime Brokerage agreement. The relevant agreement document (Prime Brokerage Agreement) has been attached to a previous disclosure made on 8 August 2019.

For that relevant interest,—

  • (a) number held in class: 6,400,228

  • (b) percentage held in class: 1.442%

  • (c) current registered holder(s): HSBC Custody Nominees (Australia) Limited

  • (d) registered holder(s) once transfers are registered: Unknown

Details for Morgan Stanley & Co. International Plc

Nature of relevant interest(s): Holder of securities subject to an obligation to return under a Securities Lending Agreement. The relevant agreement documents (2000 & 2010 Global Master Securities Lending Agreement & 1995 Overseas Securities Lender’s Agreement) have been attached to a previous disclosure made on 8 August 2019.

For that relevant interest,—

  • (a) number held in class:273,985

  • (b) percentage held in class: 0.062%

  • (c) current registered holder(s): HSBC Nominees (New Zealand) Limited

  • (d) registered holder(s) once transfers are registered: Unknown

Details for Morgan Stanley & Co. International Plc

Nature of relevant interest(s): Shares held or in respect of which the holder may exercise the right to rehypothecate pursuant to the agreement(s). The relevant agreement document (Prime Brokerage Agreement) has been attached to a previous disclosure made on 8 August 2019.

For that relevant interest,—

  • (a) number held in class: 2,833,808

  • (b) percentage held in class: 0.639%

  • (c) current registered holder(s): HSBC Custody Nominees (Australia) Limited

  • (e) registered holder(s) once transfers are registered: Unknown

7

Details for Morgan Stanley & Co. International Plc

Nature of relevant interest(s): Shares held or in respect of which the holder may exercise control over disposal in the ordinary course of sales and trading businesses. he relevant agreements need not be attached under regulation 139.

For that relevant interest,—

  • (a) number held in class: 2,808,435

  • (b) percentage held in class: 0.633%

  • (c) current registered holder(s): HSBC Custody Nominees (Australia) Limited

  • (a) registered holder(s) once transfers are registered: Unknown

Details for Morgan Stanley Wealth Management Australia Pty Ltd

Nature of relevant interest(s): Shares held or in respect of which the holder may exercise control over disposal in the ordinary course of discretionary managed business. The relevant agreements need not be attached under regulation 139.

For that relevant interest,—

  • (a) number held in class: 125,225

  • (b) percentage held in class: 0.028%

  • (c) current registered holder(s): Morgan Stanley Wealth Management Australia Pty discretionary client account

  • (a) registered holder(s) once transfers are registered: Unknown

Details for Morgan Stanley Capital Services LLC

Nature of relevant interest(s): Derivative relevant interest over quoted underlying. Swap Agreement: The relevant agreement document (1992 ISDA Master Agreement & 2002 ISDA Master Agreement) has been attached to a previous disclosure made on 8 August 2019. Please refer to Table 2 for details on derivative relevant interest.

For that relevant interest,—

  • (a) number held in class: 220,776

  • (b) percentage held in class: 0.050%

  • (c) current registered holder(s): Unknown

  • (e) registered holder(s) once transfers are registered: Unknown

8

Details for Morgan Stanley & Co. LLC

Nature of relevant interest(s): Shares held or in respect of which the holder may exercise control over disposal in the ordinary course of sales and trading business. The relevant agreements need not be attached under regulation 139.

For that relevant interest,—

  • (a) number held in class: 1,894

  • (b) percentage held in class: 0.000%

  • (c) current registered holder(s): HSBC Custody Nominees (Australia) Limited

  • (d) registered holder(s) once transfers are registered: Unknown

Details for Morgan Stanley & Co. LLC

Nature of relevant interest(s): Shares held or in respect of which the holder may exercise right to rehypothecate pursuant to the agreement(s). The relevant agreement document(s) (Prime Brokerage Margin Agreement) are attached in Annexure B (19 pages).

For that relevant interest,—

  • (a) number held in class: 12,908

  • (b) percentage held in class: 0.003%

  • (c) current registered holder(s): HSBC Custody Nominees (Australia) Limited

  • (d) registered holder(s) once transfers are registered: Unknown

Details for Morgan Stanley Smith Barney LLC

Nature of relevant interest(s): Shares held or in respect of which the holder may exercise control over disposal in the ordinary course of discretionary managed business. The relevant agreements need not be attached under regulation 139.

For that relevant interest,—

  • (a) number held in class: 770

  • (b) percentage held in class: 0.000%

  • (c) current registered holder(s): DTC Through Morgan Stanley

9

  • (d) registered holder(s) once transfers are registered: Unknown

Details for Morgan Stanley Investment Management Inc.

Nature of relevant interest(s): Shares held or in respect of which the holder may exercise control over disposal in the ordinary course of investment management business. The relevant agreements need not be attached under regulation 139.

For that relevant interest,—

  • (a) number held in class: 8,941

  • (b) percentage held in class: 0.002%

  • (c) current registered holder(s): HSBC Nominees (New Zealnad) Limited

  • (d) registered holder(s) once transfers are registered: Unknown

Details for Morgan Stanley & Co. International plc

Nature of relevant interest(s): Derivative relevant interest over quoted underlying. Swap Agreement: The relevant agreement document(s) (2002 ISDA Master Agreement) are attached in Annexure C (41 pages).

Please refer to Table 2 for details on derivative relevant interest.

For that relevant interest,—

  • (a) number held in class: 2,597

  • (b) percentage held in class: 0.001%

  • (c) current registered holder(s): Unknown

  • (d) registered holder(s) once transfers are registered: Unknown

10

Table 2: Details on derivative relevant interest

b Dtil f Diti b Dtil f Diti
Details for (a) Type of
Derivative
() eas o e vave
Notional Value of the Derivative Settleme
nt Type
Expiry Date of
the Derivative
Morgan Stanley & Co.
International plc
Swap Agreement 15,754.18 (AUD) Cash 3/08/2021
Morgan Stanley Capital
Services LLC
Swap Agreement 6,139.67 (AUD) Cash 7/23/2021
40,504.60(AUD) 7/23/2021
217,890.19(AUD) 1/31/2022
393,362.63(AUD) 6/17/2021
26,415.86(AUD) 6/07/2021
127,457.99 (AUD) 4/12/2021
155,584.33 (AUD) 12/31/2020
383,245.87 (AUD) 9/17/2020

11

Annexure C

Transaction details for the Morgan Stanley group

Date of
Transaction
Holder of Relevant
Interest
Transaction
Nature
Considerati
on
Class and
number of
securities
3/24/2020 Morgan Stanley & Co.
International plc
Borrow Returned N/A 132,780 Ordinary
Shares
3/24/2020 Morgan Stanley & Co.
International plc
Buy N/A 2,597 Swaps
3/24/2020 Morgan Stanley & Co.
International plc
Collateral
Received
N/A 6,381,411 Ordinary
Shares
3/24/2020 Morgan Stanley & Co.
International plc
Decrease in
shares held or in
respect of which
the holder may
exercise right to
rehypothecate
pursuant to the
agreement(s)
N/A 12,587,530
Ordinary Shares
3/24/2020 Morgan Stanley & Co. LLC Decrease in
shares held or in
respect of which
the holder may
exercise right to
rehypothecate
pursuant to the
agreement(s)
N/A 366 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 1,977.84
(AUD)
328 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 10,270.44
(AUD)
1,692 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 126.00
(AUD)
21 Ordinary Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 126.00
(AUD)
21 Ordinary Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 167.72
(AUD)
28 Ordinary Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 2,196.15
(AUD)
363 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 27,982.20
(AUD)
4,695 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 3,838.71
(AUD)
643 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 4,123.35
(AUD)
693 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 4,219.02
(AUD)
702 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 4,454.80
(AUD)
740 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 4,548.00
(AUD)
758 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 4,560.17
(AUD)
769 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 4,822.56
(AUD)
788 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 4,944.45
(AUD)
831 Ordinary
Shares

12

3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 41.93 (AUD) 7 Ordinary Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 460.50
(AUD)
75 Ordinary Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 5,003.84
(AUD)
823 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 5,184.85
(AUD)
857 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 5,510.31
(AUD)
923 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 6,589.00
(AUD)
1,100 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 6.05 (AUD) 1 Ordinary Share
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 691.39
(AUD)
119 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 7,308.00
(AUD)
1,218 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 831.59
(AUD)
137 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 868.55
(AUD)
145 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 90,924.00
(AUD)
15,154 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 902.70
(AUD)
153 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 904.40
(AUD)
152 Ordinary
Shares
3/24/2020 Morgan Stanley Australia
Securities Limited
Sell 970.20
(AUD)
165 Ordinary
Shares
3/24/2020 Morgan Stanley Capital
Services LLC
Buy N/A 1,807 Swaps
3/24/2020 Morgan Stanley Capital
Services LLC
Buy N/A 693 Swaps

13