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CROMWELL PROPERTY GROUP — Major Shareholding Notification 2015
Sep 2, 2015
64673_rns_2015-09-02_4e5aabae-66f6-47ea-b158-681c7435edc4.pdf
Major Shareholding Notification
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P. 001
| 604 | bage 2/2 | 15 July 2001 | ||||||
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| Form 604 Corporationa Act 2001 Section 671B |
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| 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 |
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| ACN/ARSN | Cromwell Corporation Limited ABN 44 001 056 980 and Cromwell Property Securities Limited ABN 11 079 147 809 as 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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| Name | This notice is given by Redefine Properties Limited (Redefine Properties) | |||||||
| ACN/ARSN (If applicable) | N/A | |||||||
| There was a change in the interests of the | ||||||||
| substantial holder on | 31/03/15 | |||||||
| The previous notice was given to the company on | 9/10/13 | |||||||
| The previous notice was given to the company on | 10/02/12 | |||||||
| The previous notice was dated | 09/02/12 |
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 (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) | |||
| Ordinary stapled securities | 447,872,426 of 1,713,721,456 |
26.13% | 446,538,850 of 1,744,351,331 |
125.6% |
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 whose relevant Interest changed |
Nature 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 stapied llssue securities under call \$0.68 option announced on 22 November 2011 |
16,911,765 ordinary stapled securities |
16,911,765 | |
| 14/12/12 | Redefine Australian linvestments Limited (Redefine Australia) |
lissue of stapied lsecurities under lolacement. lannounced on 7 December 2012 |
50.785 | 50,955,414 ordinary stapled securities |
50,955,414 |
| 14/12/12 | Redefine Cyprus Limited (Redetine Cyprus) |
issue of stapled lsecurities under lplacement. lannounced on 7 lDecember 2012 |
50.785 | 50,955,414 ordinary stapled securities |
50,955.414 |
| 14/12/12 | lRedefine International Holdings Limited (Redefine (International |
ilssue of stapled Isecurities under blacement. lannounced on 7 December 2012 |
ISO 785 | 50,955,414 ordinary stapled securities |
50,955.414 |
| 14/12/12 | lRedefine International F.L.C (Redefine International PLC) |
Issue of stapled laecurities under iplacement lannounced on 7 December 2012 |
130.785 | $ $ 50,955,414 ordinary $ $ 50,955,414 stapled securities |
| 14/12/12 | Redetine Properties International Limited (RPIL) |
Issue of stapled securities under lplacement. announced on 7 December 2012 |
50.785 | 50,955,414 ordinary 50,955,414 stapled securities |
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|---|---|---|---|---|---|---|
| 14/12/12 | Redefine Properties | Issue of stapled securities under lpiacement announced on 7 December 2012 |
30.785 | 50,955,414 ordinary stapled securities |
50,955,414 | |
| 27/03/13 | Redefine Australia | On-market sale of stapled securities |
50.9625 | 880,726 ordinary stapled securities |
880,726 | |
| 27/03/13 | Redefine Cyprus | On-market sale of stapled securities |
ISO 9625 | 880,726 ordinary stapled securities |
880,726 | |
| 27/03/13 | Fledefine International | On-market sale of stapled securities |
80.9625 | 880,726 ordinary stapled securities |
880,726 | |
| 27/03/13 | Redetine International IOn-market sale of IPLO |
stapled securities | 150.9625 | 880,726 ordinary stapled securities |
880,726 | |
| 27/03/13 | RPIL | On-market sale of stapled securities |
\$0.9625 | 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 | Redefine Australia | On-market sale of stapled securities. |
\$0.9653 | (619,274 ordinary stapled securities |
619,274 | |
| 28/03/13 | Redefine Cyprus | lOn-market sals of stapled securities |
2230.039 | 619,274 ordinary stapled securities |
619.274 | |
| 28/03/13 | Redefine International | On-market sale of stapled securities |
\$0.9653 | 619,274 ordinary stapled securities |
619,274 | |
| ×. 28/03/13 |
Redefine International FLC |
lOn-market sale of stapled securities |
\$0.9653 | 619,274 ordinary stapled securities. |
619,274 | |
| 28/03/13 | RPIL | On-market sale of stapled securities |
80.9653 | 619,274 ordinary stapled securities |
619.274 | |
| 28/03/13 | Redefine Properties | On-market sale of atapled securities |
\$0.9653 | 619,274 ordinary stapled securities |
619,274 | |
| 04/04/13 | Redefine Australian | Off-market sale of stapled securities to Redefine Properties |
180.90 | 83,036,192 ordinary atapled securities |
83.036,192 | |
| 04/04/13 | Redetine Cyprus | Off~market sale of atapled securities to Redefine Properties |
130.90 | 83,036,192 ordinary stapled securities |
83,036,192 | |
|---|---|---|---|---|---|---|
| 04/04/13 | Redefine International | Off-market sale of stapled securities to Redefine Properties |
\$0.90 | 83,036,192 ordinary stapled securities |
83,036,192 | |
| 04/04/13 | Redefine International FLC |
Off-market sale of stapled securities to Redefine Properties |
30.90 | 83,036,192 ordinary stapled securities |
83,036,192 | |
| 04/04/13 | IRPIL | Off-market sale of stapled securities to Redefine Properties |
ITO 90 | 83,036,192 ordinary stapled securities |
83,036,192 | |
| 04/04/13 | Redefine Properties | Off-market acquisition of stapled securities from Redetine Australia |
50.90 | 83,036,192 ordinary stapled securities |
83,036,192 | |
| 11/04/13 | lRedefine Australia. | Off-market sale of stapled securities to Redefine Properties |
lso.90 | 1,463,808 ordinary stapled securities |
1,463,808 | |
| 11/04/13 | Redefine Cyprus | Off-market sale of stapled securities to Redefine Properties |
50.80 | 1,463,808 ordina y stapled securities |
1,463,808 | |
| 11/04/13 | Redefine International | Off-market sale of stapled securities to Redefine Properties |
150.90 | 1,463,808 ordinary stapled securities |
1,463,808 | |
| 11/04/13 | Recefine International IPLC |
Off-market sale of stapled securities to Redetine Properties |
\$0.90 | 1.463,808 ordinary stapled securities |
1,463,808 | |
| 11/04/13 | RPIL | Off-market sale of stapled securities to Redefine Properties |
‡0.90 | 1,463,808 ordinary stapled securities |
1,463,808 | |
| 11/04/13 | Redefine Properties | Off-market acquisition of stapled securities trom Redefine Australia |
\$0.90 | 1,463,808 ordinary stapled securities |
1,463,808 | |
| 11/06/13 | Redefine Properties | Issue of stapled lsecurities under: placement and Institutional component of entitlement offer lannounced to the market on 23 May 12013 |
51.00 | 65,336,234 ordinary stapled securities |
65,336,234 | |
| 29/08/14 | Redefine International PLC |
Off-market sale of stapled securities to Redefine Properties |
\$1.0175 | 54,242,549 ordinary stapled securities |
54,242,549 |
| 29/08/2014 | Redefine Properties | Off-market acquisition of stapled securities ltrom Redetine IInternational |
31.0175 | 54,242,549 ordinary 54,242,549 stapled securities |
|
|---|---|---|---|---|---|
| 31/08/15 | Redefine International IFLC. |
On-market sale of stapled securities to Redefine Properties |
51.00 | ordinary stapled. lsecurities |
172,833,576 |
| 31/03/15 | Redefine Properties | On-market acquisition of stapled securities from Redefine International |
51.00 | 171,500,000 ordinary stapled 'securities |
171,500,000 |
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Nature of relevant interest (6) |
Class and number of securities |
Person's votes |
|---|---|---|---|---|---|
| Rədəfinə Globai | lRədəfinə Globalı | Relevant interest under section 608(1) of the Corporations Act |
184,745,601 ordinary stapled lsecurities i |
154,967,825 | |
| lRedefine. Properties |
Macquarie Bank Limited |
Redefine Global | lRelevant interest under section 608(1) of the ICorporations Act |
28.000.000 ordinary stapled lsecurities. |
28,000,000 |
| IEuttonwood Nominees (Pty) Ltd |
Rədəfinə Global | Relevant interest under section 608(1) of the Corporations Act |
233,571,025 ordinary stapled lsecurities. |
233,571,025 |
5. 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:
| Name and applicable) |
ACN/ARSN | (if | Service The State of State |
|---|---|---|---|
| ٧A |
6. Addresses
The addresses of persons named in this form are as follows:
| oi personis nacieiz in una form are as ioilows. | |||||||
|---|---|---|---|---|---|---|---|
| Name / | lAddress | ||||||
| (Redefine Properties | Redefine Place, 2 Arnold Road, Rosebank 2196, South Africa | ||||||
| RPIL | [Top Floor, 14 Athol Street, Douglas, Isle of Man, IM1 1JA | ||||||
| Redefine International PLC | Channel House, Green Street, St Helier, JE2 4UH Jersey | ||||||
| lRedefine International | Gr. Xenopoulou 17, PC 3106, Limassol, Cyprus | ||||||
| Redefine Cyprus Limited | The Mews, 10 Pembroke Piace, Dublin 2, Ireland | ||||||
| Redefine Australian Investments lLimited |
The Mews, 10 Pembroke Place, Dublin 2, Ireland. | ||||||
| lNational Nominees Limited | 1500 Burke Street, Melbourne Victoria, Australia |
| Signature | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| capacity | Director | ||||||||||
| print name | Andrew Joseph Konig | Date | I | ||||||||
| slan here | Date 3 | ı | 09 | 2015 | |||||||
| 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 6 of the form. |
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| (2) | See the definition of "associate" in section 9 of the Corporations Act 2001. | ||||||||||
| $\langle \cdot \rangle$ | 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. | ||||||||||
| (C) | 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 aecurities to which the qualification applies). |
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| See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. | |||||||||||
| (7) | Detalls of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or ma 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 aubstantial 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. | ||||||||||