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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)

    1. We enclose one copy of Form 604 in respect of the above company.
    1. The report is filed with you in compliance with Section 671B of the Corporations Act 2001.
    1. Should you require clarification, please contact the undersigned via email at [email protected] or via telephone/fax at (65) 6889 8973 / 6889 8756.
    1. 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.

$\ddot{\phantom{a}}$

$\frac{1}{2}$

$\frac{1}{P}$ $\lambda$ $\frac{1}{4}$ $\frac{1}{2}$

Ý $\frac{1}{2}$ ł $\frac{1}{2}$

$\frac{1}{t}$

$\bar{1}$

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

İ

$\overline{\mathbf{r}}$

$\ddot{a}$

$\bar{f}$

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.