AI assistant
ENECO REFRESH LTD — Major Shareholding Notification 2011
Sep 29, 2011
64874_rns_2011-09-29_f937d24a-b187-4cae-9cbf-11b5a5711b62.pdf
Major Shareholding Notification
Open in viewerOpens in your device viewer
ASX Form 603
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial shareholder
To Company Name/Scheme Refresh Group Limited
ACN 079 681 244
1. Details of substantial holder (1)
Name The Goldman Sachs Group, Inc. on behalf of itself and its significant subsidiaries (“GSGI”), being the bodies corporate listed on Annexure A.
ACN/ARSN (if applicable) Not applicable
The holder became a 27 September 2011 substantial holder on
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:
| holder are as follows: | |||
|---|---|---|---|
| Class of securities | Number of securities | Persons’ votes | Voting power |
| Fully Paid Ordinary Shares | 7,692,308 | 7,692,308 | 8.94% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest | Class and number of securities |
|---|---|---|
| GSGI | GSGI has a relevant interest in these shares by virtue of section 608(3) of the Corporations Act 2001 |
7,692,308FullyPaid Ordinary Shares |
| GoldmanSachsInternational(“GSI”) | Prime Brokerage with power to control the exercise of the power to dispose of shares pursuant to a PrimeBrokingAgreement (seeAnnexureB) |
As above |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Registered holder of securities | Person entitled to be registered **as holder ** |
Class and number of securities |
|---|---|---|
| HSBC Custody Nominees Australia Limited |
Goldman Sachs International (“GSI”) |
7,692,308 FullyPaid Ordinary Shares |
ASX Form 603
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 |
Number of Fully Paid Ordinary Shares |
||
| Date of Acquisition | Total consideration | ||
| GSI | 06/15/2011 | 7,692,308 | N/A |
| GSI | 09/27/2011 | 7,692,308 | N/A |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN (if applicable) Nature of association N/A N/A
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| GSGI | Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801, U.S.A. |
| Goldman Sachs International | Peterborough Court133 Fleet Street London EC4A 2BB United Kingdom |
| HSBC Custody Nominees Australia Limited | GPO Box 5302, Sydney NSW 2001 |
Signature
Print name Beverly Tse Capacity Authorised Person (signing under power of attorney in accordance with section 52 of the Corporations Act) Sign here Date 29 September 2011
==> picture [140 x 46] intentionally omitted <==
ASX Form 603
Annexure A
Significant Subsidiaries of The Goldman Sachs Group, Inc.
The following are significant subsidiaries of The Goldman Sachs Group, Inc. as of December 31, 2010 and the states or jurisdictions in which they are organized. Indentation indicates the principal parent of each subsidiary. The Goldman Sachs Group, Inc. owns, directly or indirectly, at least 99% of the voting securities of each subsidiary. The names of particular subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of the end of the year covered by this report, a “significant subsidiary” as that term is defined in Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934.
==> picture [483 x 375] intentionally omitted <==
ASX Form 603
==> picture [482 x 488] intentionally omitted <==
==> picture [483 x 187] intentionally omitted <==
ASX Form 603
THE GOLDMAN SACHS GROUP, INC AND ITS SUBSIDIARIES
Signature
print name Beverly Tse capacity Authorised Person (signing under power of attorney in accordance with section 52 of the Corporations Act) sign here date 29 September 2011
ASX Form 603
Annexure B
This is Annexure B referred to in the Form 603: Notice of Initial Substantial Holder issued by The Goldman Sachs Group, Inc. and its subsidiaries.
The following is description of the Prime Brokerage Agreement referenced in the accompanying Form 603:
| Type of agreement | PrimeBrokerageAgreement (“PBA”) |
|---|---|
| Parties to agreement | Goldman Sachs International (“GSI”), Pacific Alliance Investment Management Limited, Pacific AllianceAsia OpportunityFundL. P.(“Lender”) |
| Transfer date | 27September 2011 |
| Holder of voting rights |
The current registered legal owner of the referencedvoting sharesis GSI. |
| Are there any restrictions on voting rights?Yes/no Ifyes, detail |
Not to our knowledge. |
| Scheduled return date (ifany) |
N/A |
| Does the borrower have the right to return early?Yes/no Ifyes, detail |
No. |
| Does the lender have the right to recall early?Yes/no Ifyes, detail |
Yes. Clauses 4.6 and 4.7 of the PBA allows the Lender to call for the redelivery of the Equivalent Collateral (as defined in the PBA) upon request. |
| Will the securities be returned on settlement?Yes/no If yes, detail any exceptions |
Yes, save the PBA allows the Lender to return Equivalent Collateral (as that term is defined in the PBA) rather than relevant securities. |
A copy of the agreement will be provided to Refresh Group Limited or the Australian Securities and Investments Commission upon request.
| Signature Print name Sign here |
Beverly Tse (signing under power of attorney in accordance with section 52 of the Corporations Act) Capacity Authorised Person |
|---|---|
| Date 29 September 2011 |