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CSL Ltd. Major Shareholding Notification 2017

Mar 5, 2017

17854_rns_2017-03-05_00f766bb-32b7-4d81-9caf-11f267fd6bc6.pdf

Major Shareholding Notification

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605 page 1/2 15 July 2001

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme CSL LTD ACN/ARSN 051 588 348

1. Details of substantial holder(1)

Name BlackRock Group (BlackRock Inc. and subsidiaries named in Annexures

ACN/ARSN (if applicable) to this form)

The holder ceased to be a substantial holder on 02 / / 03 2017 The previous notice was given to the company on 03 / / 03 2017 The previous notice was dated 01 / / 03 2017

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 ofchange Person whoserelevant interestchanged Nature ofchange (4) Considerationgiven in relationto change(5) Class (6) andnumber ofsecuritiesaffected Person's votesaffected
Annexure A & C

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

4. Addresses

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

Name Address
Annexure B
Signature
print name Dennis Ivers capacity *Authorised Signatory
sign here date 06 / 03 / 2017
  • At a meeting of the Board on 22 November 2013, the Directors resolved to approve the delegation of the preparation and lodgement of substantial shareholder notices on behalf of BlackRock Investment Management (Australia) Limited.

605 page 2/2 15 July 2001

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 4 of the form.

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

  • (3) See the definition of "associate" in section 9 of the Corporations Act 2001.

(4) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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.

  • (5) 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.

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

  • (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A

This is Annexure A of XX pages referred to in form 605 Notice of ceasing to be a substantial shareholder

06-Mar-17

Dennis Ivers, Authorised Signatory

Date

2. Changes in relevant interests

06-Mar-17Date
2. Changes in relevant intereDennis Ivers, Authorised Sig natory
sts
CSL LTD (CSL)
Date ofChangePerson whose relevant interestchangedNature of change (4) /Consideration given in relation tochange (5)Class (6) and number ofsecurities affectedPerson'svotes affectedCCY
02-Mar-17BlackRock Institutional TrustCompany,National Associationon mkt buy119.91AUDord4343
02-Mar-17BlackRock Institutional TrustCompany,National Associationon mkt buy119.91AUDord3737
02-Mar-17BlackRock Financial Management,Inc.on mkt buy119.91AUDord16,43016,430
02-Mar-17BlackRock Fund Advisorson mkt buy119.00AUDord1,3511,351
02-Mar-17BlackRock Advisors(UK)Limitedon mkt buy120.33AUDord3,6083,608
02-Mar-17BlackRock Advisors(UK)Limitedon mkt sell120.33AUDord-912-912
02-Mar-17BlackRock Advisors(UK)Limitedon mkt sell120.33AUDord-18,240-18,240
02-Mar-17BlackRock Advisors(UK)Limitedon mkt buy120.33AUDord447447
02-Mar-17BlackRock Advisors(UK)Limitedon mkt sell120.33AUDord-392-392
02-Mar-17BlackRock Investment Management,LLCon mkt buy120.33AUDord571571
02-Mar-17BlackRock Institutional TrustCompany,National Associationon mkt sell120.33AUDord-7,255-7,255
02-Mar-17BlackRock Investment Management(Australia)Limitedon mkt buy120.33AUDord4,2324,232
02-Mar-17BlackRock Fund Advisorsin specien/aAUDord920920
02-Mar-17BlackRock Fund Advisorsin specien/aAUDord3,4503,450
02-Mar-17BlackRock Fund Advisorsin specien/aAUDord1,3841,384
02-Mar-17BlackRock Fund Advisorsin specien/aAUDord5,1905,190
02-Mar-17BlackRock Fund Advisorsin specien/aAUDord3,6713,671
02-Mar-17BlackRock Fund Advisorsin specien/aAUDord14,68414,684
02-Mar-17BlackRock Fund Advisorsin specien/aAUDord-559-559
02-Mar-17BlackRock Fund Advisorsin specien/aAUDord7,3427,342
02-Mar-17BlackRock Advisors (UK) Limitedin specien/aAUDord-276,961-276,961

CSL

page 1 of 1

Annexure B

This is Annexure B of 1 pages referred to in form 605 Notice of ceasing to be a substantial shareholder

06-Mar-17

Dennis Ivers, Date Authorised Signatory

7. Addresses

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

Name Address
BlackRock Group
BlackRock Inc. 55 East 52nd Street
New York NY 10055 USA
BlackRock Advisors (UK) Limited 12 Throgmorton Avenue.
London, EC2N 2DL,
United Kingdom
BlackRock Financial Management, Inc. 1209 Orange Street,
Wilmington, New Castle County,
Delaware 19801,United States
BlackRock Fund Advisors 400 Howard Street
San Francisco, CA, 94105
United States
BlackRock Institutional Trust Company, National 1225 17th Street,
Association Suite 300,
Denver,CO 80202(Colorado,USA)
BlackRock Investment Management (Australia) Limited Level 26, 101 Collins Street
Melbourne VIC 3000
Australia(Victoria,Australia)
BlackRock Investment Management, LLC 1209 Orange Street,
Wilmington, New Castle County,
Delaware 19801,United States

CSL

page 1 of 1

Annexure C

This is Annexure C of 1 page referred to in form 605 Notice of ceasing to be a substantial shareholder

Dennis Ivers, Autho Dennis Ivers, Autho 06-Mar-17ryDate 06-Mar-17ryDate 06-Mar-17ryDate
06-Mar-17ryDate
Dennis Ivers, Autho rised Signato
Type of agreeme nt: Global Master Securities Lending Agreement
Parties to agree ment: Party A - Citigroup Global Markets LimitedParty B - HSBC Institutional Trust Services (Asia) Limited
Transfer date: Refer to Annexure A (transactions identified as collateraltransfers)
Holder of voting rights: BlackRock Asset Management North Asia Limited (asinvestment manager for the funds)
Are there any res trictions on voting rights?If yes, detail Yes. Unless otherwise agreed between the parties, theRegistered Owner will not exercise any voting rights.
Scheduled retur n date (if any): Not applicable.
Does the borrowearly? er have the right to returnIf yes, detail Yes.Upon an Event of Default under the GMSLA, the GMSLAprovides, broadly, that both parties payment and delivery
obligations will be accelerated and replaced with an obligation ofone party to pay a single cash sum to the other determined in
accordance with the provisions of the GMSLA (as modified bythe Annex). The GMSLA provides that the parties’ right toterminate the Agreement upon notice will not affect the parties’existing obligations in respect of any outstanding loans ofsecurities. The Annex amended and restricted the Borrower'stermination rights – i.e. Borrower may not have the right toterminate and return the borrowed securities - as the Borrowerwas to borrow the securities issued by it (or its sister company)to provide protection against the insolvency of the issuer and so
usual rights of termination in a GMSLA were restricted.Subject to the terms of the relevant Loan, the Borrower, mayearly terminate a Loan and return Equivalent Securities at anytime provided that it “shall cease to have such entitlement if anAct of Insolvency with respect to any Security Issuer or any ofthe Borrower’s or any Security Issuer’s affiliates has occurred,or any such person takes any steps preparatory to any of thematters which would constitute an Act of Insolvency
Does the lender h ave the right to recall early?If yes, detail Yes, at notice.
Will the securities be returned on settlement?If yes, detail any exceptions Yes.

A copy of this agreement will be provided to CSL LTD or the Australian Securities and Investments Commission upon request.

CSL page 1 of 1