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ENECO REFRESH LTD — Major Shareholding Notification 2014
Feb 27, 2014
64874_rns_2014-02-27_aa665f41-fd5f-4387-bd3e-68494982509b.pdf
Major Shareholding Notification
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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. (“GSGI”) on behalf of itself and its subsidiaries (“Goldman Sachs Group”) including its significant subsidiaries listed in Annexure A (“Significant Subsidiaries”) and Goldman Sachs Holdings ANZ Pty Limited and its subsidiaries (“Goldman Sachs Australia Group”).
ACN/ARSN (if applicable) Not applicable
The holder became a 25 February 2014 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:
| Class of securities | Number of securities | Persons’ votes | Voting power |
|---|---|---|---|
| Ordinary Fully Paid Shares | 7,692,308 | 7,692,308 | 7.82% |
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 |
|---|---|---|
| The Goldman Sachs Group Inc (“GSGI”) |
GSGI has a relevant interest in these ordinary fully paid shares by virtue of section 608(3) of the Corporations Act 2001. |
7,692,308 Ordinary Fully Paid Shares |
| Goldman Sachs International (“GSI”) |
Prime Brokerage with power to control the exercise of the power to dispose of shares pursuant to a Prime Brokerage Agreement (See Annexure B) |
7,692,308 Ordinary Fully Paid Shares |
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 |
Class and number of securities |
|---|---|---|---|
| GSI | HSBC Custody Nominees Australia Limited | GSI | 7,692,308 Ordinary Fully Paid 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 | Date of Acquisition | Number of Securities | Total Consideration |
|---|---|---|---|
| GSI | 02/25/2014 | 7,692,308 | Prime Brokerage Agreement |
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. |
| GSI | Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom |
| HSBC Custody Nominees Australia Limited | GPO Box 5302, Sydney NSW 2001 |
Signature
Print name Michael Corwin Capacity Authorised Person (signing under power of attorney in accordance with section 52 of the Corporations Act) Sign here Date 27 February 2014
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, 2012 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 substantially all of the subsidiaries included below. 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.
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ASX Form 603
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THE GOLDMAN SACHS GROUP, INC AND ITS SUBSIDIARIES
Signature
print name Michael Corwin capacity Authorised Person (signing under power of attorney in accordance with section 52 of the Corporations Act) sign here date 27 February 2014
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 ofagreement | PrimeBrokerageAgreement (“PBA”) |
|---|---|
| Parties to agreement | Goldman Sachs International (“GSI”); Pacific Alliance Investment Management Limited; Pacific Alliance Asia Opportunity Fund L.P.(together,the “Lender”) |
| Transfer date | 25 February 2014 |
| Holder of voting rights | The current registered legal owner of the referenced voting shares is GSI. |
| Are there any restrictions on voting rights? Yes/no Ifyes, detail |
Not to our knowledge |
| Scheduled return date (if any) | 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, Clause 4.6 of the PBA allow 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 Ifyes,detail anyexceptions |
Yes, the PBA allows the Lender to return Equivalent Collateral (as that term is defined in the PBA) rather than the relevant securities. |
A copy of the agreements will be provided to Refresh Group Limited or the Australian Securities and Investments Commission upon request.
Signature
| print name sign here |
Michael Corwin (signing under power of attorney in accordance with section 52 of the Corporations Act) capacity Authorised Person |
|---|---|
| date 27 February 2014 |