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ENDEAVOUR GROUP LIMITED — Major Shareholding Notification 2021
Jun 30, 2021
64822_rns_2021-06-30_7ed98984-0392-4639-9707-af084d48dc28.pdf
Major Shareholding Notification
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603 page 1/3 15 July 2001
Form 603 Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme
Endeavour Group Limited ( Endeavour )
ACN/ARSN ACN 159 767 843 1. Details of substantial holder (1) Name Woolworths Group Limited ( Woolworths ) and the entities listed in Annexure A ACN/ARSN (if applicable) ACN 000 014 675 The holder became a substantial holder on 1/07/2021
2. Details of voting power
| 2. Details of voting power | 2. Details of 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 on the date the substantial holder became a substantial holder are as follows: | ||
| Class of securities (4) Number of securities Person’s votes (5) |
Voting power (6) | |
| Ordinary Shares 261,486,309 261,486,309 |
14.6% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| tial holder are as follows: | ||
|---|---|---|
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
| Woolworths Group Limited | Woolworths is the registered and beneficial holder of 14.6% of the ordinary shares of Endeavour, following implementation of the Demerger on 1 July 2021 as described in the Demerger Booklet dated 10 May 2021. Before implementation of the Demerger, Woolworths held an 85.4% relevant interest in Endeavour ordinary shares as described in the Demerger Booklet. |
261,486,309 ordinary shares |
| Each entity listed in Annexure A | Each entity listed in Annexure A is a subsidiary of Woolworths and accordingly an associate of Woolworths pursuant to section 12(2)(a)(i) of the Act. |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Class and number of securities |
|---|---|---|---|
| Woolworths Group Limited | Woolworths Group Limited | Woolworths Group Limited | 261,486,309 ordinary shares |
| Each entity listed in Annexure A | Woolworths Group Limited | Woolworths Group Limited | - |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Class and number of securities |
|---|---|---|---|
| Woolworths Group Limited | N/A. Woolworths's 14.6% relevant interest in Endeavour ordinary shares follows the implementation of the Demerger on 1 July 2021 and is not the result of any acquisitions. |
N/A. Woolworths's 14.6% relevant interest in Endeavour ordinary shares follows the implementation of the Demerger on 1 July 2021 and is not the result of any acquisitions. |
261,486,309 ordinary shares |
603 page 2/3 15 July 2001
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| Woolworths The entities listed in Annexure A |
Each entity listed in Annexure A is an associate of Woolworths Group Limited pursuant to section 12(2)(a)(i) of the Corporations Act because each of the entities is a subsidiary of, and accordingly is controlled by, Woolworths Group Limited. |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Woolworths GroupLimited | 1 Woolworths Way, Bella Vista NSW 2153 |
| The entities listed in Annexure A | See Annexure A |
Signature
| print name Michelle Hall capacity Company Secretary sign here date 01/07/2021 DIRECTIONS er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members paragraph 7 of the form. f "associate" in section 9 of the Corporations Act 2001. f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. of a company constitute one class unless divided into separate classes. |
Michelle Hall capacity |
Company Secretary |
|---|---|---|
| date | 01/07/2021 |
-
(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 7 of the form.
-
(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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
-
(6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
-
(7) Include details of:
-
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.
-
(8) 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) Details of the consideration must include any and all benefits, moneys 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.
Annexure "A"
This is annexure "A" of 6 pages referred to in Form 603 (Notice of initial substantial holder) signed by me and dated 1 July 2021.
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____________ Michelle Hall Company Secretary Woolworths Group Limited
| ENTITY | ACN | ADDRESS |
|---|---|---|
| ACN 001 259 301 Pty Limited | 001 259 301 | 1 Woolworths Way, Bella Vista NSW 2153 |
| 173 Burke Rd Holdings Pty Ltd | 643 367 542 | c/- PWC, 2 Riverside Quay, Southbank Vic 3006 |
| 173 Burke Rd JV Pty Ltd | 643 363 857 | c/- PWC, 2 Riverside Quay, Southbank Vic 3006 |
| Advantage Supermarkets WA Pty Ltd | 084 788 492 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Advantage Supermarkets Pty Ltd | 009 312 056 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Andmist Pty. Limited | 095 618 929 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Australian Grocery Wholesalers Pty Limited | 009 592 125 | 2 Dursley Road, Yennora NSW 2161 |
| Australian Independent Retailers Pty Ltd | 004 678 675 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Australian Safeway Stores Pty. Ltd. | 004 319 939 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Barjok Pty Ltd | 002 946 858 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Bergam Pty Limited | 109 333 208 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Big W HK Procurement Pty Limited | 989515 | 5thFloor, D2 Place One, 9 Cheung Yee Street, Lai Chi Kok, Kowloon HK |
| Calvartan Pty. Limited | 008 585 813 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Cartology NZ Limited | 8177839 | 80 Favona Road, Favona, Auckland NZ |
| Cartology Pty Limited | 009 671 149 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Cenijade Pty. Limited | 085 854 495 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Charmtex Pty Ltd | 000 067 363 | 1 Woolworths Way, Bella Vista NSW 2153 |
| DB Deals Online Pty Limited | 154 205 508 | 1 Woolworths Way, Bella Vista NSW 2153 |
| ENTITY | ACN | ADDRESS |
|---|---|---|
| Drystone Pty Ltd | 616 079 835 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Dentra Pty. Limited | 008 641 709 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Drumstar Pty Ltd | 085 415 032 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Fabcot Pty Ltd | 002 960 983 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Fabsky Pty Ltd | 147 387 737 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Food Company HK Procurement Pty Limited | 1009711 | 5thFloor, D2 Place One, 9 Cheung Yee Street, Lai Chi Kok, Kowloon HK |
| Gembond Pty. Limited | 094 773 663 | 1 Woolworths Way, Bella Vista NSW 2153 |
| General Distributors Limited | 357961 | 80 Favona Road, Favona, Auckland NZ |
| GreenGrocer.com.au Pty Ltd | 079 889 044 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Grocery Wholesalers Pty Ltd | 000 013 758 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Health Outcomes Australia Pty Limited | 600 588 930 | Bay 12, 2 Locomotive Street, Everleigh NSW 2015 |
| HealthyLife Company Pty Limited | 647 137 111 | 1 Woolworths Way, Bella Vista NSW 2153 |
| HP Distribution Pty Ltd | 154 633 619 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Hydrogen Nominees Pty. Ltd | 137 689 224 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Hydrox Brands Pty Ltd | 138 990 584 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Jack Butler & Staff Pty. Ltd. | 009 957 171 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Josona Pty Ltd | 002 955 759 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Kennedy Corporation Holdings NZ Limited | 1934308 | 80 Favona Road, Favona, Auckland NZ |
| Kiaora Lands Pty Limited | 108 410 402 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Langtons East Asia Limited | 1800102 | Suites 5801,5804-06 Central Plaza, 18 Harbour Road, Wanchai HK |
| Leasehold Investments Pty Ltd | 009 237 932 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Macro Wholefoods Company Pty Limited | 643 962 645 | 1 Woolworths Way, Bella Vista NSW 2153 |
| ENTITY | ACN | ADDRESS |
|---|---|---|
| Market Blueprint Pty Limited | 154 765 910 | Bay 12, 2 Locomotive Street, Everleigh NSW 2015 |
| Masters Installation Pty Limited | 149 500 158 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Nalos Pty Ltd | 002 946 821 | 1 Woolworths Way, Bella Vista NSW 2153 |
| New Zealand Wine Cellars Limited | 403875 | 80 Favona Road, Mangere, Auckland NZ |
| Nine Mile Holdings Limited | 1435522 | Vistra Corporate Services, Wickhams Cay II, Road Town, Tortola BVI |
| Oxygen Nominees Pty. Ltd. | 135 263 473 | 1 Woolworths Way, Bella Vista NSW 2153 |
| PEH (NZ IP) Pty Ltd | 115 841 337 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Pet Culture Group Pty Limited | 644 613 098 | 1 Woolworths Way, Bella Vista NSW 2153 |
| PFD Food Services Pty Ltd | 006 972 381 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Philip Leong Stores Pty Limited | 009 718 941 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Point Gate Developments Pty Limited | 646 805 272 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Point Gate Properties Pty Limited | 646 805 870 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Primary Connect International Pty Limited | 637 622 676 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Progressive Enterprises Holdings Limited | 113 919 878 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Pudao Limited | 46614 | Avenida da Praia Grande, no 409, China Law Building, 16/F, B109 Macau |
| Pudao Trading (Shanghai) Co., Ltd. | 9131000068221032XN | Room 117, Floor 3, No. 118 Yunnan South Road, Huangpu District, Shanghai PRC |
| QFD Pty. Limited | 008 579 664 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Queensland Property Investments Pty Ltd | 009 661 027 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Statewide Independent Wholesalers Limited | 909 519 546 | 8 Translink Avenue, Western Junction Tas 7212 |
| Summergate Limited | 25303 | Avenida da Praia Grande, no 409, China Law Building, 16/F, B109 Macau |
| Summergate Limited | 0870573 | Suites 5801,5804-06 Central Plaza, 18 Harbour Road, Wanchai HK |
| Summergate Holdings Limited | 318243 | Vistra Corporate Services, Wickhams Cay II, Road Town, Tortola BVI |
| ENTITY | ACN | ADDRESS |
|---|---|---|
| Summergate International Trading (Shanghai) Limited Company |
91310000703003881C | Floor 3, South Building, No. 168 Meisheng Road, Shanghai Free Trade Zone, PRC |
| The Quantium Group Holdings Pty Limited | 121 842 957 | Bay 12, 2 Locomotive Street, Everleigh NSW 2015 |
| The Quantium Group Pty Limited | 102 444 253 | Bay 12, 2 Locomotive Street, Everleigh NSW 2015 |
| Quantium Analytics Private Limited | U74120TG2013FTC086534 | Tower 2.1, Mezzanine Level Part E, Sy.No. 115 (Part)U7 WaveRock Building, TSJIC (IT/ITES, SEZ) Nanakramguda, Serilingampally, Hyderabad, Telangana, India |
| Quantium Group New Zealand Pty Limited | 5857810 | Generator, Level 10, 11 Britomart Place, Auckland NZ |
| Quantium Digital Pty Limited | 121 843 150 | Bay 12, 2 Locomotive Street, Everleigh NSW 2015 |
| Quantium Health Holdings Pty Ltd | 614 087 928 | Bay 12, 2 Locomotive Street, Everleigh NSW 2015 |
| Quantium Health Pty Limited | 614 088 363 | Bay 12, 2 Locomotive Street, Everleigh NSW 2015 |
| Quantium Health HK Limited | 2807702 | Level 54, Hopewell Centre, 183 Queen’s Road East, HK |
| Quantium Health SA (Pty) Limited | 2017/293011/07 | c/- Discovery Health, 1 Discovery Place, Sandton Gauteng 2196, SA |
| Quantium Hong Kong Limited | 2872583 | Level 54, Hopewell Centre, 183 Queen’s Road East, HK |
| Quantium Inc | 3500 South DuPont Highway, Dover, DE 19901 USA | |
| Quantium Limited | 11952362 | c/o Hackwood Secretaries Limited, 1 Silk Street, London EC2Y 8HQ UK |
| Quantium Software Pty Limited | 121 843 141 | Bay 12, 2 Locomotive Street, Everleigh NSW 2015 |
| Quantium South Africa (Pty) Ltd | 2015/261501/07 | 5th Floor, WeWork, The Link, 173 Oxford Road, Rosebank, Johannesburg 2196, SA |
| Quantium Ventures Pty Limited | 131 923 012 | Bay 12, 2 Locomotive Street, Everleigh NSW 2015 |
| The Supply Chain Limited | 590807 | 80 Favona Road, Mangere, Auckland NZ |
| Universal Wholesalers Pty Limited | 002 213 185 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Vincentia Nominees Pty Ltd | 137 903 327 | 1 Woolworths Way, Bella Vista NSW 2153 |
| W23 Pty Limited | 632 667 326 | 1 Woolworths Way, Bella Vista NSW 2153 |
| W23 Investments Pty Limited | 633 803 979 | 1 Woolworths Way, Bella Vista NSW 2153 |
| ENTITY | ACN | ADDRESS |
|---|---|---|
| W360 R&D Pty Limited | 635 010 927 | 1 Woolworths Way, Bella Vista NSW 2153 |
| W23 Ventures Pty Limited | 640 216 735 | 1 Woolworths Way, Bella Vista NSW 2153 |
| W23 Investments 4 Pty Limited | 641 479 816 | 1 Woolworths Way, Bella Vista NSW 2153 |
| W23 Incubator Pty Limited | 643 172 203 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Weetah Pty. Limited | 009 643 430 | 1 Woolworths Way, Bella Vista NSW 2153 |
| WGP No 1 Pty Limited | 626 802 631 | 1 Woolworths Way, Bella Vista NSW 2153 |
| WGP No 2 Pty Limited | 630 714 920 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Wholesale Distributors Limited | 550010 | 80 Favona Road, Mangere, Auckland NZ |
| Wholesale Services Limited | 537627 | 80 Favona Road, Mangere, Auckland NZ |
| Woolies Liquor Stores Pty. Ltd. | 007 939 531 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolstar Pty. Limited | 008 444 513 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths India Private Limited | U74140MH2011FTC222789 | 903, 9thFloor, Shreenath Apartments, Liberty Garden, Malad West, Mumbai City, India |
| Woolworths (International) Pty Limited | 115 987 972 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths (H.K.) Holdings Limited | 2161427 | Suites 5801,5804-06 Central Plaza, 18 Harbour Road, Wanchai HK |
| Woolworths (Project Finance) Pty. Limited | 095 449 782 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths (Q’land) Pty Limited | 000 034 819 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths (R & D) Pty Limited | 066 891 245 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths (South Australia) Pty Limited | 007 873 118 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths (Victoria) Pty Limited | 004 177 155 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths (W.A.) Pty Limited | 008 668 148 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths360 Pty Limited | 637 393 125 | 1 Woolworths Way, Bella Vista NSW 2153 |
| ENTITY | ACN | ADDRESS |
|---|---|---|
| Woolworths360 Investments Pty Limited | 641 809 949 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths Australian Communities Foundation Pty Limited |
002 885 547 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths Custodian Pty Ltd | 002 940 445 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths Executive Superannuation Scheme Pty Limited |
009 973 586 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths Format Development Pty Limited | 159 845 333 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths Group Payments Pty Limited | 646 516 001 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths Group Superannuation Scheme Pty Ltd | 010 009 382 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths International Trading Pty Limited | 009 714 550 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths Management Pty Ltd | 116 463 355 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths Marketplace Pty Limited | 648 216 264 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths New Zealand Limited | 61262 | 80 Favona Road, Mangere, Auckland NZ |
| Woolworths New Zealand Group Limited | 1686297 | 80 Favona Road, Favona, Auckland NZ |
| Woolworths Properties Pty Limited | 000 039 252 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths Property Double Bay Pty Limited | 137 904 048 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths Townsville Nominee Pty Ltd | 113 597 434 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths Trust Management Pty Limited | 059 357 149 | 1 Woolworths Way, Bella Vista NSW 2153 |
| Woolworths Trustee No. 2 Pty Limited | 059 357 327 | 1 Woolworths Way, Bella Vista NSW 2153 |
| WPay Pty Limited | 646 547 908 | 1 Woolworths Way, Bella Vista NSW 2153 |