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CROMWELL PROPERTY GROUP Major Shareholding Notification 2013
64673_rns_2013-10-08_7471dbdb-9bc2-4345-8f8a-02b5d212a56c.pdf
Major Shareholding Notification
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09/0CT/2013/WED 16:12
Cromwell Corp
FAX No. +61 7 32257788
P. 001
BY FAX 1300 135 638
9 October 2013
Company Announcements Office - ASX Level 4 20 Bridge Street Sydney NSW 2000
NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER (ASX: CMW)
Redefine Properties Limited has asked us to lodge the attached ASIC Form 604 'Notice of change of interests of substantial holder' with ASX on its behalf.
Following a reconciliation of holdings as part of the annual reporting process, we noticed and raised with Redefine Properties that, as a result of the equity raising completed in June 2013, Redefine Properties interests actually fell by slightly more than 1% below the holding disclosed in the last substantial shareholder notice lodged. As a result, the attached form has been received and is being lodged.
Yours faithfully CROMWELL PROPERTY GROUP
NICOLE RIETHMULLER COMPANY SECRETARY
Cromwell Property Group (ASX:CM)(V)
Comprising Cromwell Corporation Limited ABN 44 001 056 980 and Cromwell Property Securities Limited ABN 11 079 147 809, AFSL 238052 as responsible entity for Cromwell Diversified Property Trust ABN 30 074 537 051 ARSN 102 982 598. Level 19, 200 Mary Street, GPO Box 1093, Brisbane QLD 4001 Email [email protected] | Investors Call 1800 334 533 | Tenants Call 1800 005 657 | Phone 07 3225 7777 | Fax 07 3225 7788 | www.cromwell.com.au
P. 002
| 504 15 July 2001 page 2/2 |
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|---|---|---|---|---|
| Form 604 | ||||
| Corporations Act 2001 | ||||
| Section 671B | ||||
| Notice of change of interests of substantial holder | ||||
| Cromwell Corporation Limited and Cromwell Property Securities Limited as responsible entity of Cromwell Diversified | ||||
| To Company Name/Scheme | Property Trust | |||
| Cromwell Corporation Limited ABN 44 001 056 980 and Cromwell Property Securities Limited ABN 11 079 147 809 as ACN/ARSN responsible entity of Cromwell Diversified Property Trust ARSN 102 982 598 |
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| Details of substantial holder (1) 1. |
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| This notice is given by Redefine Properties Limited (Redefine Properties) | ||||
| Name | ||||
| ACN/ARSN (if applicable) | N/A | |||
| 25/06/13 | ||||
| There was a change in the interests of the substantial holder on The previous notice was given to the company on |
10/02/12 |
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:
| Class of securities (4) | Previous notice | Present notice | ||
|---|---|---|---|---|
| Person's votes | Voting power (5) | Person's votes ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
Voting power (5) | |
| Crdinary stapled securities | 316,169,013 of 1.164.510.173 |
27.15% | 447,872,426 of 1.713.721.456 -------------------------------------- |
26.13% |
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:
| Person whose Date of relevant interest change changed |
Natura of change $(6)$ |
Consideration given in relation to change (7) |
Class and number of securities affected |
Person's votes affected |
||
|---|---|---|---|---|---|---|
| 08/10/12 | Redefine Properties | of stapledi lissue Ísecurities under calif\$0.68 loption announced onl l22 November 2011 |
16,911,765 ordinary stapled securities |
16,911,765 | ||
| 14/12/12 | issue of stapled lRedefine Australian lsecurities under Investments Limited. blacement (Redefine Australia) lannounced on 7 December 2012 Issue of stapled Redefine Cyprus securities under Limited (Redefine piacement (Cyprus lannounced on 7 December 2012 |
iso.785 | 150.955.414 ordinary stapied securities |
50,955,414 | ||
| 14/12/12 | \$0.785 | 50,955,414 ordinary Istapled securities |
50,955.414 | |||
| 14/12/12 | issue of stapled Redefine International lsecurities under Holdings Limited lolacementi (Redefine lannounced on 7 (International December 2012 |
50.785 | 50,955,414 ordinary 50,955, 414 stapied securities |
|||
| 14/12/12 | lRedefine International IP.L.C (Redefine International PLC) |
Issue of stapled securities under lplacement iannounced on 7 December 2012 |
50.785 | 50,955,414 ordinary 50,955,414 istapled securities |
$\mathcal{L}_{\mathcal{A}}$
$\overline{\phantom{a}}$
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P. 003
| 14/12/12 | Redetine Properties International Limiled (RPIL) |
issue of stapled securities under placement announced on 7 December 2012 |
\$0.785 | 50.955,414 ordinary stapled securities |
50,955,414 |
|---|---|---|---|---|---|
| $\epsilon$ 14/12/12 |
Redefine Properties | issue of stapled securities under 50,955,414 ordinary 50.785 placement stapied securities announced on 7 December 2012 |
50,955,414 | ||
| 27/03/13 | $\cdot$ 880,728 ordinary On-market sale of iso.9625 Redefine Australia stapled securities stapled securities |
880,728 | |||
| 27/03/13 | Redefine Cyprus | On-market sale of stapled securities |
\$0.9625 | 880.726 ordinary stapled securities |
880,726 |
| 27/03/13 | Redsfine International | On-market sale of stapled securities |
80.9625 | 880 726 ordinary stapled securities |
880,726 |
| 27/03/13 | Redefine International PLC |
On-market sale of stapled securities |
\$0.9625 | 880,726 ordinary stapled securities |
880,726 |
| 27/03/13 | RPIL | On-market sale of stapled securities |
SO.9625 | 880,726 ordinary stapled securities |
880,726 |
| 27/03/13 | Redefine Properties | On-market sale of stapled securities. |
\$0.9625 | 880.726 ordinary stapled securities |
880,726 |
| 28/03/13 | łRedefine Australia. | On-market sale of stapled securities |
80.9653 | 619.274 ordinary stapled securities |
619,274 |
| 128/03/13 | Redefine Cyprus | On-market sale of stapled securities |
80.9653 | 619,274 ordinary stapled securities |
619,274 |
| 128/03/13 | Redefine International | On-market sale of stapled securities |
50.9653 | 619,274 ordinary] stapled securities |
619,274 |
| 28/03/13 | Redefine International iPLC |
On-market sale of stapled securities |
80.9653 | 619.274 ordinary stapled securities |
619,274 |
| 28/03/13 | RPIL | On-market sale of stapled securities |
\$0.9653 | 1619,274 ordinary. stapled securities. |
619,274 |
| 28/03/13 | Redefine Properties | On-market sale of stapled securities |
\$0.9853 | 619,274 ordinary stapled securities |
1619,274 |
| 04/04/13 | lRedefine Australian. | Off-market sale of Ístapled securities to: Redefine Properties |
\$0.90 | 83,036.192 ordinary 83,036,192 stapled securities |
$\bar{z}$
$\bar{z}$
| 04/04/13 | Redefine Cyprus | Off-market sale of stapled securities to |
\$0.90 | 83,036,192 ordinary | 83,036,192 |
|---|---|---|---|---|---|
| Redefine Properties | stapled securities | ||||
| 04/04/13 | Redefine International | Off-market sale of stapled securities to Redefine Properties |
ISO 90 | 83.036.192 ordinary stapled securities |
83,036,192 |
| 04/04/13 | Redefine International PLC |
Off-market sale of stapled securities to Redefine Properties |
SO.90. | 83,036,192 ordinary 83,036,192 stapled securities |
|
| 104/04/13 | RPIL | Off-market sála of stapled securities to Redefine Properties |
IS 0.90 | 83,036,192 ordînary stapled securities |
83,036,192 |
| 104/04/13 | Redefine Properties | Off-markel acquisition of stapled securities ifrom Redefine. Australia |
lso.90 | 83.036,192 ordinary 83,036,192 stapled securities |
|
| 11/04/13 | Redefine Australia | Off-market sale of stapled securities to Redefine Properties |
\$0.90 | 1,463,808 ordinary stapled sacurities |
1,463,808 |
| 11/04/13 | Redefine Cyprus | Off-market sale of stapled securities to iRedefine Properties |
50.90 | 1,463,808 ordinary stapled securities |
1,463,808 |
| 11/04/13 | Redatine International İstanled securitles tol | Off-market sale of Redefine Properties |
l\$0.90 | 1,463,808 ordinary stapled securities |
1,463,808 |
| 11/04/13 | Redefine International PLC |
Off-market sale of stapled securities to Redefine Properties |
ISO 80 | 1,463,608 ordinary stapled securities |
1,463,808 |
| 11/04/13 | RPIL | Off-market sale of stapled securities to Redefine Properties |
ISO 90 | $1,463,808$ ordinary stapled securities |
1,463,808 |
| 11/04/13 | Redefine Properties | lOff⊬market acquisition of stapled securities from Redefine Australia |
¦\$0.90 | 1,463,808 ordinary stapled securities. |
1.463.808 |
| 11/06/13 | Redefine Properties | Issue of stapled securities under placement and institutional component of entitlement offer. announced to the market on 23 May 2013 |
81.00 | 65,336,234 ordinary 65,336.234 stapled securities |
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4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of Registered holder of relevant interest securities |
Person entitled to be registered as holder (8) |
Nature of relevant Interest (6) |
Class and number of securities |
Person's votes | |
|---|---|---|---|---|---|
| lRedefine Australia |
Redefine Australia | Redefine Australia | Relevant Interest under: section 608(1) of the Corporations Act |
235.536.192 ordinary stapled securities |
,235,536,192 |
| Redefine Cyprus |
lRedefine Australia. | Redefine Australia | Taken under section 608(3)(b) of the Corporations Act to have a relevant interest by reason of having control of Redefine Australla |
235 536.192 ordinary stapled lsecurities |
235.536.192 |
| Redefine International |
Redefine Australia | Redefine Australia | Taken under section. 608(3)(b) of the Corporations Act to have a relevant interest by reason of having control of Redetine Cyprus |
235.536.192 ordinary stapled Isecurities |
235,536,192 |
| iRedefino International !PLC |
Redefine Australia. | Redefine Australia. | Taken under saction. 608(3)(b) of the Corporations Act to have a relevant interest by reason of having control of Redefine International |
235 536 192 ordinary stapled securities |
235,536,192 |
| IRPIL | lRedefine Austratia. | Redefine Australia | Taken under section 608(3)(b) of the Corporations Act to have a relevant interest by reason of having control of Redefine International PLC. |
235,536,192 ordinary stapled securities |
235,536,192 |
| lRedefine. | Redefine Australia | Redeline Australia | Taken under section 608(3)(b) of the Corporations Act to have a relevant interest by reason of having control of RPIL. |
1235.536.192 fordinary stapled securitíes |
235,536,192 |
| Properties | National Nominees Limited |
Redeline Properties | Relevant interest under section 608(1) of the Corporations Act |
212,336,234 ordinary stapled İsecurities |
212,336,234 |
- Changes in association
The persons who have become associates (2) 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;
| ____ ACN/ARSN (if Name and applicable) سمحسب |
______ ______ |
|---|---|
| NIA | _________ |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | !Address |
|---|---|
| Redefine Properties | [Redefine Place, 2 Arnold Road, Rosebank 2196, South Africa] |
| IRPIL | Top Floor, 14 Athol Street, Douglas, isle of Man, IM1 1JA. |
| íRedefine International PLC. | jChannel House, Green Street, St Helier, JE2 4UH Jersey. |
| Rederine International | Gr. Xenopoulou 17, PC 3106 Limassof, Cyprus |
| Redefine Cyprus Limited | The Mews, 10 Pembroke Place, Oublin 2, Ireland |
| Redefine Australian Investments llimited |
[The Mews, 10 Pembroke Place, Dublin 2, Ireland |
| INational Nominees Limited | 1500 Burke Street, Melbourne Victoria, Australia |
$\hat{\mathcal{A}}$ $\frac{1}{4}$
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| Signature | ||||||||
|---|---|---|---|---|---|---|---|---|
| capacity | Director | |||||||
| orint name | date | |||||||
| sign here | date ہے | |||||||
| (1) | DIRECTIONS | |||||||
| 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 simitar. 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 6 of the form. |
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| (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 person's votes divided by the total votes in the body corporate or scheme multiplied by 100. | |||||||
| (6) | Include details of: | |||||||
| (a) | 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). |
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| (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). |
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| See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. | ||||||||
| (7) | 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 on 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. |
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| (B) | 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) | Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice, | |||||||
ME_96588758_1 (W2007)
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