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GPT GROUP — Major Shareholding Notification 2014
Feb 24, 2014
65009_rns_2014-02-24_01befb6c-e39b-4721-a4ea-8a92b327fa10.pdf
Major Shareholding Notification
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VIA FAX
24 Feb 2014
Attn. Market Announcements Office Australian Securities Exchange Exchange Centre 20 Bridge Street Sydney, NSW 2000 Australia Fax No. 61 2 9347 0005
Dear Sir/Madam,
Section 671B Corporations Act 2001 Form 604 for GPT RE LIMITED (as Responsible Entity of General Property Trust)
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- We enclose one copy of Form 604 in respect of the above company.
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- The report is filed with you in compliance with Section 671B of the Corporations Act 2001.
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- Should you require clarification, please contact the undersigned via email at [email protected] or via telephone/fax at (65) 6889 8973 / 6889 8756.
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- Thank you.
Yours faithfully
Lee Song Mau Senior Analyst Custody & Control (Equities) Investment Operations Department GIC Private Limited (Formerly known as "Government of Singapore Investment Corporation Pte Ltd")
Form 604
Corporations Law Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme GPT RE Limited as responsible entity of General Property Trust ARSN 090 110 357
ACN/ARSN ACN 107 426 504
1. Details of substantial holder
GIC Private Limited (Formerly known as "Government of Singapore Investment Corporation Pte Ltd") Name and its Associates
ACN/ARSN (if applicable) n/a
There was a change in the interests of the 20/02/2014 Substantial holder on The previous notice was given to the company on 01/07/2009
30/06/2009 The previous notice was dated
2. Previous and present 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 refevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| Class of | Previous notice | Present notice | ||
|---|---|---|---|---|
| securities(4) | Person's votes والمستحققة |
Voting power $(5)$ | Person's votes | Voting power $(5)$ |
| Ünits | 707,460,369 | 7.3698% | 141.492.073 ** | 8.0845% |
| Exchangeab | 321.916.044 * | 3.3535% | 64.383.208 ** | 3.6787% |
| le securities | ||||
| Total voting | 1,029,376,413 | 10.7233% | 205,875,281 ** | 11.7632% |
| power | ---- |
'Units' means units in the General Property Trust being a security stapled to a share in GPT Management Holdings Limited. 'Exchangeable Securities' means fully paid, perpetual, unsecured, subordinated exchangeable securities being notes issued by GPT RE Limited as responsible entity of General Property Trust.
* Each Exchangeable Security holder shall have a number of votes equal to the number of votes that would be exercisable by a holder of the total number of Units which would be required to be issued to the Exchangeable Security Holder if the Exchangeable Securities held by that Security Holder had been exchanged on the record date for the relevant meeting. The initial total number of votes is based on an aggregate principal amount of exchangeable securities which is \$250,000,000 to be exchanged at the 'Exchange Price' in effect at the relevant 'Exchange Date' which has been revised to \$0.7766 as of 30 June 09.
** There was a 1-for-5 reverse stock split by the company on 12 May 2010.
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company scheme are as follows:
| Date of Change |
Person whose Relevant interest Changed |
Nature of Change(6) |
Consideration Given in relation To change (7) |
Class and Number of Securities Affected |
Person's Votes Affected |
|---|---|---|---|---|---|
| 20/02/14 | l) Reco 175LS Aust Pte Ltd ("Reco") 2) Recosia Pte Ltd 3) GIC Real Estate Pte Ltd 4) GIC Private Limited |
Share buy back and cancellation of 173,676,956 stapled securities by the company |
N.A. | N.A. | Voting power has increased by more than 1% due to reduction of share capital. |
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4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Nature of relevant interest $(6)$ |
Class and Number of securities |
Person's votes |
|---|---|---|---|---|---|
| Reco | Reco | Reco | Relevant interest pursuant to section $608(1)$ as registered holder of Exchangeable Securities resulting from a subscription for Exchangeable Securities under a subscription agreement undertaken by GPT RE Limited as responsible entity of General Property Trust and GPT Management Holdings Limited. |
2.500 Exchangeable Securities |
64,383,208 |
| Reco | HSBC Custody Nominees (Australia) Limited |
Reco | Relevant interest pursuant to section $608(1)$ as registered holder of Units resulting from a subscription for Units under a sub- underwriting agreement and a top up placement as well as a subsequent entitlement offer. |
100,000,000 Units |
100,000,000 |
| Recosia Pte Ltd | Reco | Reco | Extension of relevant interest pursuant to section 608(3)(a) – Recosia Pte Ltd is the holding company of Reco but does not control Reco and does not have ability to vote and dispose of Exchangeable Securities and Units. |
2,500 Exchangeable Securities |
64,383,208 |
| Recosia Pre Ltd | HSBC Custody Nominees (Australia) Limited |
Reco | Extension of relevant interest pursuant to section $608(3)(a)$ - Recosia Pie Ltd is the holding company of Reco but does not control Reco and does not have ability to vote and dispose of Exchangeable Securities and Units. |
100,000,000 Units |
100,000,000 |
| GIC Real Estate Ptc Ltd |
Reco | Reco | Relevant interest pursuant to section $608(1)(b)$ and (c). GIC Real Estate Pte Ltd has indirect ability to influence the voting and disposal of the |
2,500 Exchangeable Securities |
64, 383, 208 |
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| GIC Real Estate Pte Ltd |
HSBC Custody Nominees (Australia) Limited |
Reco | relevant Exchangeable Securities and Units. Relevant interest pursuant to section 608(1)(b) and (c). GIC Real Estate Pte Ltd has indirect ability to influence the voting and disposal of the relevant Exchangeable |
100,000,000 Units |
100,000,000 |
|---|---|---|---|---|---|
| Securities and Units. |
|||||
| GIC Private Limited | Reco | Reco | Relevant interest under section $608(1)(b)$ and $(c)$ . GIC Private Limited has indirect ability to influence the voting and disposal of the relevant Exchangeable Securities. |
2,500 Exchangeable Securities |
64,383,208 |
| GIC Private Limited | HSBC Custody Nominees (Australia) Limited |
Reco | Relevant interest under section $60\$(1)(b)$ and $(c)$ . GIC Private Limited has indirect ability to influence the voting and disposal of the relevant Units. |
100,000,000 Units |
100,000,000 |
| GIC Private Limited | Citicorp Nominees Pty Limited |
GIC Private Limited | Relevant interest under section $608(1)(b)$ and $(c)$ . GIC Private Limited has indirect ability to influence the voting and disposal of the relevant Units. |
41,492,073 Units |
41.492.073 |
Changes in association 5.
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) 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 |
|---|---|
| Reco Park Pte Ltd | Reco Park Pte Ltd is controlled or owned by GIC Private Limited or its related companies. |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Reco | [168 Robinson Road, #37-01, Capital Tower, Singapore 068912] |
| Reco Park Ptc Ltd | 168 Robinson Road, #37-01, Capital Tower, Singapore 068912 |
| Recosia Pre Ltd | 168 Robinson Road, #37-01, Capital Tower, Singapore 068912 |
| GIC Real Estate Pte Ltd | 168 Robinson Road, #37-01, Capital Tower, Singapore 068912 |
| GIC Private Limited | 168 Robinson Road, #37-01, Capital Tower, Singapore 068912 |
24. FEB. 2014 17:39 GIC
| GIC (Realty) Ptc Ltd | 168 Robinson Road, #37-01, Capital Tower, Singapore 068912 |
|---|---|
| GIC (Ventures) Pte Ltd | 168 Robinson Road, #37-01, Capital Tower, Singapore 068912 |
| GIC Special Investments Ptc Ltd | 168 Robinson Road, #37-01, Capital Tower, Singapore 068912 |
| GIC Asset Management Pte Ltd | [168 Robinson Road, #37-01. Capital Tower, Singapore 068912] |
| Signature | 24/02/14 | |
|---|---|---|
| Signature | ||
| Name | Deanna Ong Aun Noe Company Secretary |
date |
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 interest 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 ciearly set out in paragraph 6 of the form.
- See the definition of "associate" in section 9 of the Corporations Law. $(2)$
- See the definition of "relevant interest" in sections 608 and 671B (7) of the Corporations Law. $(3)$
- The voting shares of a company constitute one class unless divided into separate classes. $(4)$
- The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
- Include details of: $(6)$
- any relevant agreement or other circumstances because of which the change in relevant interest occurred. If $(a)$ 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 Law.
- Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant $(7)$ 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.
- If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of $(8)$ an option) write "unknown.
- Give details, if appropriate, of the present association and any change in that association since the last substantial $(9)$ holding notice.