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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
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(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.
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(2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
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(3) See the definition of "associate" in section 9 of the Corporations Act 2001.
(4) Include details of:
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(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
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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).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
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(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.
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(6) The voting shares of a company constitute one class unless divided into separate classes.
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(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
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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