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FAR LIMITED Major Shareholding Notification 2020

Jan 28, 2020

64899_rns_2020-01-28_0ca23253-4587-4719-be49-53d31eba4c62.pdf

Major Shareholding Notification

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Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name ~~/Scheme~~ FAR Limited ACN ~~/ARSN~~ 009 117 293

1. Details of substantial holder (1)

Name Allan Gray Australia Pty Ltd ( Allan Gray Australia ) and its related bodies corporate as set out in Table 1 of Annexure A (together the Group ), as investment manager for the funds or investment mandates listed at Table 2 of Annexure A ACN/ ~~ARSN (~~ if applicable) 112 316 168 (ACN of Allan Gray Australia) The holder became a substantial holder on 24 January 2020

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 834,629,449 834,629,499 8.37%

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:

Holder of relevant interest Nature of relevant interest (7) Class and number of securities
See Annexure A,Tables 2 and 3

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
See Annexure A,Tables 2 and 3

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
Cash Non-Cash
See Annexure A, Table
4

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
See Annexure A, Tables 1 and 2

7. Addresses

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

Name Address
The Group C/- Allan Gray Australia, Level 2 Challis House, 4 Martin Place Sydney,
NSW 2000

Signature

Print name Elizabeth Lee Capacity: Company Secretary Sign here Date: 29 January 2020

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 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, 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.

FAR Limited THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 603

Print name Elizabeth Lee Company Secretary
Sign here Date: 29 January
2020

Table 1 – Related bodies corporate

The following entities are associates of Allan Gray Australia Pty Ltd (AGA) and each other by virtue of being related bodies corporate. Orbis Allan Gray Limited Orbis Mansfield Street Properties Ltd

Orbis Mansfield Street Properties Ltd Orbis Investment Management (BVI) Limited (OIMLBVI) Orbis Investment Advisory Pty Limited Allan Gray (Holdings) Pty Ltd Orbis Investment Management (Hong Kong) Limited Orbis Client Services (Canada) Limited Orbis Holdings (UK) Limited Orbis Investment Management (Europe) LLP Orbis Investment Management (Luxembourg) S.A EmCap Limited (Guernsey)

Orbis Holdings Limited Orbis Investment Management Limited (OIML) Orbis Asset Management Limited (OAML) Orbis Administration Limited Orbis Investment Research Limited Orbis Investment Management (MIS) Limited Triple Blue Holdings Limited Pictet Overseas Trust Corporation and Pictet Trustee Company SA Allan & Gill Gray Foundation (Guernsey)

Table 2 - Funds

An entity within the Group acts as investment manager for some or all of the assets in the following funds.

No Fund name Manager Code Registered holder Persons entitled to be registered
holder
1.
Allan Gray Australia Equity Fund AGA SMEF Citibank N.A., Sydney Branch as
SMEF’s custodian
Equity Trustees Limited as SMEF’s
responsible entity
2.
Allan Gray Australia Balanced Fund AGA SMBF Citibank N.A., Hong Kong Branch
as SMBF’s custodian
Equity Trustees Limited as SMBF’s
responsible entity
3.
Allan Gray Australia Stable Fund AGA SMSF Citibank N.A., Sydney Branch as
SMSF’s custodian
Equity Trustees Limited as SMSF’s
responsible entity
4.
AMP Capital Specialist Australian
Share Fund
AGA SMAP BNP Paribas Fund Services
Australasia Pty Ltd as SMAP’s
custodian
AMP Capital Funds Management
Limited as SMAP’s responsible entity
5.
Warakirri Endeavour Fund AGA SMWD RBC Investor Services Trust as
SMWK’s custodian
Warakirri Asset Management Pty Ltd
SMWK’s trustee
6.
Morningstar Australian Shares High
Alpha Fund
AGA SMIA JP Morgan Nominees Australia Ltd
as SMIA’s custodian
Morningstar Investment Management
Australia Limited SMIA’s trustee
7.
Construction and Building Unions
Superannuation Fund
AGA SMCB JP Morgan Nominees Australia Ltd
as SMCB’s custodian
United Super Pty Ltd as SMCB’s trustee
8.
HESTA Superannuation Fund AGA SMHT JP Morgan Nominees Australia Ltd
as SMHT’s custodian
H.E.S.T. Australia Ltd as SMHT’s trustee
9.
Hostplus Pooled Superannuation
Trust
AGA SMHP Citibank N.A., Sydney Branch as
SMHP’s custodian
Host Plus Pty ltd as SMHP’s trustee
10. Russell Australian Opportunities Fund AGA SMRI State Street Australia Ltd as
SMRI’s custodian
Russell Investment Management Ltd as
SMRI’s responsible entity
11. MyLifeMyMoney Superannuation
Fund
AGA SMCS NAB Custodial Services as
custodian for SMCS
CSF Pty Ltd as SMCS’s trustee
12. Maritime Super AGA SMMS NAB Custodial Services as
custodian for SMMS
Maritime Super Pty Ltd as SMMS’s
trustee
13. Non-Government Schools
Superannuation Fund
AGA SMNG State Street Australia Ltd as
SMNG’s custodian
Non-Government Schools
Superannuation Fund Pty Ltd as
SMNG’s trustee
14. Non-Government Schools
Superannuation Fund
AGA SMNP State Street Australia Ltd as
SMNP’s custodian
Non-Government Schools
Superannuation Fund Pty Ltd as
SMNP’s trustee
15. REST Superannuation Fund AGA SMRT State Street Australia Ltd as
SMRT’s custodian
Retail Employees Superannuation Pty
Ltd as SMRT’s trustee
16. Government Employees
Superannuation Board
AGA SMGB Northern Trust Corporation as
SMGB’s custodian
Government Employees Superannuation
Board
17. Statewide Superannuation Trust AGA SMSW NAB Custodial Services as
custodian for SMSW
Statewide Superannuation Pty Ltd as
SMSW’s trustee
18. Legal Super AGA SMLS BNP Paribas Fund Services
Australasia Pty Ltd as SMLS’s
custodian
Legal Super Pty Ltd as trustee of
legalsuper
No Fund name Manager Code Registered holder Persons entitled to be registered
holder
19. Orbis Global Equity Fund (Australia
Registered)
OIML GAPL Citibank N.A., Hong Kong Branch,
as GAPL’s custodian
Equity Trustees Limited as GAPL’s
responsible entity
20. Orbis Emerging Markets Equity Fund
(AustraliaRegistered)
OIML EMAF Citibank N.A., Hong Kong Branch,
asEMAF’s custodian
Equity Trustees Limited as EMAF’s
responsible entity
21. Orbis Global Equity LE Fund
(AustraliaRegistered)
AGA GALE Citibank N.A., Hong Kong Branch,
as GALE’s custodian
Equity Trustees Limited as GALE’s
responsible entity
22. Orbis Global Equity Fund Limited OIML OGEF Citigroup Fund Services Canada,
Inc (Citi Canada) as OGEF’s
custodian
OGEF
23. Orbis Optimal SA Fund Limited OIML OSAP Citi Canada as OSAP’s custodian OSAP
24. Institutional Global Equity Fund OIML IGEF Citi Canada as IGEF’s custodian IGEF
25. Orbis Optimal LP OIML OOLP Citi Canada as OOLP’s custodian OOLP
26. Orbis International Equity LP OIML IELP Citi Canada as IELP’s custodian IELP
27. Orbis Institutional Global Equity LP OIML OGLP Citi Canada as OGLP’s custodian OGLP
28. Orbis Institutional International Equity
LP
OIML ONLP Citi Canada as ONLP’s custodian ONLP
29. Orbis Institutional U.S. Equity LP OIML USLP Citi Canada as USLP’s custodian USLP
30. Orbis Institutional Emerging Markets
EquityLP
OIML EMLP Citi Canada as EMLP’s custodian EMLP
31. Orbis SICAV – Global Equity Fund OIML SGPL Citibank International plc
(Luxembourg Branch) (Citi Lux) as
SGPL’s custodian
SGPL
32. Orbis SICAV – Asia- Ex Japan Fund OIML XJPL Citi Lux as XJPL’s custodian XJPL
33. Orbis SICAV – Global Balanced Fund OIML GBSA Citi Lux as GBSA’s custodian GBSA
34. Orbis SICAV – International Equity OIML SNPL Citi Lux as SNPL’s custodian SNPL
35. Orbis OEIC Global Equity Fund OIML UKGE Citi Lux as UKGE’s custodian UKGE
36. Orbis Institutional Global Equity
(OFO)
OIML OGEO Citi Canada as OGEO’s custodian OGEO
37. OEIC Global Cautious Fund OIML OCS4 Citi Lux as OCS4’s custodian OCS4
38. Orbis SICAV Global Cautious Fund OIML OCSU Citi Lux as OCSU’s custodian OCSU

Table 3 – Present relevant interest

Reference Code Total no of securities
SMAP 14,892,639
SMBF 3,767,412
SMCB 107,853,409
SMCS 42,897,378
SMEF 219,161,241
SMGB 59,821,469
SMHP 74,555,054
SMHT 75,793,444
SMIA 7,827,512
SMLS 18,309,266
SMMS 16,303,114
SMNG 24,904,393
SMNP 5,834,387
SMRI 21,723,482
SMRT 113,473,653
SMSF 8,075,354
SMSW 17,628,379
SMWD 1,807,913
Total 834,629,499

Table 4 – Purchases over the last 4 months

Trade Date Reference Code **Action ** No of security **Consideration **
13 Dec 19 to 21 Jan 20 SMAP Buy 14,892,639 $ 632,719
21 Jan 20 SMBF Buy 3,767,412 $ 160,115
13 Dec 19 to 21 Jan 20 SMCB Buy 107,853,409 $ 4,582,494
13 Dec 19 to 21 Jan 20 SMCS Buy 42,897,378 $ 1,822,414
13 Dec 19 to 21 Jan 20 SMEF Buy 219,161,241 $ 9,313,077
13 Dec 19 to 21 Jan 20 SMGB Buy 59,821,469 $ 2,541,445
13 Dec 19 to 21 Jan 20 SMHP Buy 74,555,054 $ 3,167,330
13 Dec 19 to 21 Jan 20 SMHT Buy 75,793,444 $ 3,219,949
13 Dec 19 to 21 Jan 20 SMIA Buy 7,827,512 $ 332,451
13 Dec 19 to 21 Jan 20 SMLS Buy 18,309,266 $ 777,706
13 Dec 19 to 21 Jan 20 SMMS Buy 16,303,114 $ 692,665
13 Dec 19 to 21 Jan 20 SMNG Buy 24,904,393 $ 1,057,952
18 Dec 19 to 21 Jan 20 SMNP Buy 5,834,387 $ 247,709
13 Dec 19 to 21 Jan 20 SMRI Buy 21,723,482 $ 922,798
13 Dec 19 to 21 Jan 20 SMRT Buy 113,473,653 $ 4,821,446
13 Dec 19 to 21 Jan 20 SMSF Buy 8,075,354 $ 342,558
13 Dec 19 to 21 Jan 20 SMSW Buy 17,628,379 $ 748,988
21 Jan 20 SMWD Buy 1,807,913 $ 76,836
Total 834,629,499 $ 35,460,654