HEALIUS LIMITED — Major Shareholding Notification 2019

Jul 21, 2019

HLS

Notice of initial substantial holder

Form 603 Corporations Act 2001 Section 671B

To:Company Name/Scheme

The Secretary Healius Limited Level 6 203 Pacific Highway St Leonards NSW 2065

PH: (02) 9432 9400 Fax: (02) 9432 9447

ACN 064 530 516

1. Details of substantial shareholder

National Australia Bank Limited and its associated entities listed in Annexure A Name (ACN 004 044 937) ACN (if applicable)

The holder became a substantial holder on 17/07/2019

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 had a relevant interest in on the date the substantial holder became a substantial holder are as follows:

Class of securities	Number of Securities	Persons’ votes	Voting power
Fully paid ordinary shares	31,322,644	31,322,644	5.030%

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	Class and number of securities
MLC Investments Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes and trusts	Fully paid ordinary shares 14,381,607
Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes or trusts.	Fully paid ordinary shares 12,853,941
Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as an investment manager in accordance with investment mandates and as an investment manager of Antares Capital Partners Limited trusts.	Fully paid ordinary shares 759,008
MLC Wealth Management Limited	Power to exercise voting rights pursuant to position held as the Registrable Superannuation Entity licensee for the superannuation products it issues.	Fully paid ordinary shares 1,039,257
National Australia Bank Limited	Power to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 1,621,000
National Australia Bank Limited	Power to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 667,831
TOTAL		31,322,644

4. Details of present registered holders

4. Details of present registered holders	4. Details of present registered holders	4. Details of present registered holders	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
MLC Investments Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 14,381,607
Antares Capital Partners Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 12,853,941
Antares Capital Partners Limited	Citicorp Nominees Pty Limited (ACN 000 809 030)		Fully paid ordinary shares 759,008
MLC Wealth Management Limited	Navigator Australia Limited (ACN 006 302 987)		Fully paid ordinary shares 1,039,257
National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 1,621,000
National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 667,831
			31,322,644

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		Class and number of securities
		Cash	Non-cash	Fully paid ordinary shares
MLC Investments Limited	16/07/2019	$285,722.63		96,585
MLC Investments Limited	16/07/2019	$285,481.63		96,586
National Australia Bank Limited	16/07/2019-17/07/2019 – Securities Lending	No consideration directly referable to the securities provided by NAB		Refer to Appendix 1 table
National Australia Bank Limited	17/07/2019 - Stock borrow (refer Appendix 2)	No consideration directly referable to the securities provided by NAB		667,831

6. Associates

6. Associates	6. Associates	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 MLC Investments Limited MLC Investments Limited is a wholly owned subsidiary of MLC Holdings Limited whose ultimate parent is National Australia Bank Limited. Antares Capital Partners Limited Antares Capital Partners Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited. MLC Wealth Management Limited MLC Wealth Management Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
	Name and ACN/ARSN (if applicable	Nature of association
	MLC Investments Limited	MLC Investments Limited is a wholly owned subsidiary of MLC Holdings Limited whose ultimate parent is National Australia Bank Limited.
	Antares Capital Partners Limited	Antares Capital Partners Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
	MLC Wealth Management Limited	MLC Wealth Management Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.

7. Addresses

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

Signature Name Signature		Name	Address	Address
		MLC Investments Limited	Ground Floor 105-153 Miller Street NORTHSYDNEY NSW 2060
		Antares Capital Partners Limited	Ground Floor 105-153 Miller Street NORTHSYDNEY NSW 2060
		National Nominees Limited	Level 1 800 Bourke Street DOCKLANDSVIC 3008
		Citicorp Nominees Pty Limited	2 Park Street SYDNEY NSW 2000
		MLC Wealth Management Limited	Ground Floor 105-153 Miller Street NORTHSYDNEY NSW 2060
		Navigator Australia Limited	Ground Floor 105-153 Miller Street NORTHSYDNEY NSW 2060
		National Australia Bank Limited	Level 1 800 Bourke Street DOCKLANDSVIC 3008
		Kelly Patterson		Capacity Company Secretary for and on behalf of National Australia Bank Limited
				Date 22/07/2019

Appendix 1 - HLS	Appendix 1 - HLS	Appendix 1 - HLS
Type of agreement and parties to agreement	(iv) MOTOR TRADES ASSOCIATION OF AUSTRALIA SUPERAN (vii) VICSUPER PTY LTD National Australia Bank Limited and Securities Borrowing Agreement (SBA) clients	N( a ) DEUTSCHE SECURITIES AUSTRALIA LIMITED (b) UBS SECURITIES AUSTRALIA LTD National Australia Bank Limited and AMSLA Counterparties
Transfer dates	16/7/2019 to 17/7/2019 Specific dates for each transfer can be found by matching the number reference in the 'Type of agreement and parties to agreement' field to the accompanying list of transactions.	Specific dates for each transfer can be found by matching the number reference in the 'Type of agreement and parties to agreement' field to the accompanying list of transactions. 16/7/2019 to 17/7/2019
Holder of voting rights	Registered owner	Registered owner
Are there any restrictions on voting	The registered owner holds voting rights. However, in certain circumstances the lender may request for the borrower to use best endeavours to arrange for voting instructions to be exercised in accordance with the instructions from the lender.	The registered owner holds voting rights. However, in certain circumstances the lender may request for the borrower to use best endeavours to arrange for voting instructions to be exercised in accordance with the instructions from the lender.
Scheduled date of return (if any)	On demand	On demand
Does the borrower have the right to return early?	Yes - at notice	Yes - at notice
Does the lender have the right to recall early?	Yes - at notice	Yes - at notice
Will the securities be returned on settlement?	Yes, or equivalent protection under Securities Borrowing Agreement.	Yes, or equivalent protection under AMSLA.
National Australia Bank Limited will, if required by the company or responsible entity to whom the prescribed form must be given or ASIC give a copy of the agreements to the company,responsible entityor ASIC.

National Australia Bank Limited will, if required by the company or responsible entity to whom the prescribed form must be given or ASIC give a copy of the agreements to the company, responsible entity or ASIC.

Appendix 1 - HLS

			No. of		AMSLA
Date	Nature of Change	Consideration	Securities	Class	Counterparty
16/07/2019	Return Security		-159399	ORD	( b )
16/07/2019	Return Security		-21252	ORD	( b )
16/07/2019	Return Security		-26677	ORD	( b )
16/07/2019	Return Security		-54060	ORD	( b )
16/07/2019	Return Security		-26541	ORD	( b )
16/07/2019	Return Security		-12628	ORD	( b )
16/07/2019	Collateral Return Security		-221000	ORD	( a )

Appendix 1 - HLS

			No. of		SBA
Date	Nature of Change	Consideration	Securities	Class	Counterparty
16/07/2019	Return Security		-159399	ORD	(iv)
16/07/2019	Return Security		-21252	ORD	(iv)
16/07/2019	Return Security		-26677	ORD	(vii)
16/07/2019	Return Security		-54060	ORD	(vii)
16/07/2019	Return Security		-26541	ORD	(vii)
16/07/2019	Return Security		-12628	ORD	(vii)

APPENDIX 2 – HLS

APPENDIX 2 – HLS
Type of agreement and parties to agreement	National Australia Bank Limited and Securities Borrowing Agreement clients AMSLA Counterparties Barclays Bank plc (London)
Transfer dates	16 July 2019 to 17 July 2019
Holder of voting rights	Registered owner
Are there any restrictions on voting	No
Scheduled date of return (if any)	N/A
Does the borrower have the right to return early?	Yes – at notice
Does the lender have the right to recall early?	Yes – at notice
Will the securities be returned on settlement?	Yes, or equivalent protection under Securities Borrowing Agreement /AMSLA

This is Annexure A of 3 pages referred to in the Form 603 Notice of initial substantial holder signed by me and dated 22/07/2019

Kelly Patterson, Company Secretary

ADVANTEDGE FINANCIAL SERVICES HOLDINGS PTY LTD ADVANTEDGE FINANCIAL SERVICES PTY LTD ADVANTEDGE FINANCIAL SOLUTIONS PTY LTD AF&L DRAGON LEASING PTY LTD AF&L GOLD PTY LTD AF&L VISTA PTY LTD AFSH NOMINEES PTY LTD ANCHORAGE HOME LOANS PTY LTD ANGARA COMPANY LIMITED ANTARES CAPITAL PARTNERS LTD APOGEE FINANCIAL PLANNING LIMITED ARDB PTY LIMITED ASIBOND PTY. LIMITED AUSMAQ LIMITED AUSTRALIAN COMPANY NUMBER 094 484 625 LIMITED (IN LIQUIDATION) BANK OF NEW ZEALAND BLSSA PTY LTD BNZ BRANCH PROPERTIES LTD BNZ EQUITY INVESTMENTS NO.2 LIMITED BNZ FACILITIES MANAGEMENT LIMITED BNZ INSURANCE SERVICES LIMITED BNZ INTERNATIONAL FUNDING LTD BNZ INVESTMENT SERVICES LIMITED BNZ INVESTMENTS LTD BNZ LIFE INSURANCE LIMITED BNZ PROPERTY INVESTMENTS LTD CHOICE LEND PTY LTD (IN LIQUIDATION) CRUICKSHANK ASSET MANAGEMENT PTY LTD CUSTOM CREDIT CORPORATION LTD (IN LIQUIDATION) CUSTOM CREDIT HOLDINGS LTD (IN LIQUIDATION) DIBA EQUITIES LIMITED DIBA INVESTMENTS LIMITED EQUITY MANAGEMENT UNIT HOLDINGS (NO.2) PTY LTD EQUITY MANAGEMENT UNIT HOLDINGS PTY LTD FASTLEND PTY LTD (IN LIQUIDATION) FINANCE & SYSTEMS TECHNOLOGY HOLDINGS PTY LIMITED (IN LIQUIDATION) FINANCE & SYSTEMS TECHNOLOGY PTY LTD FINTRACK MEMBERS PTY LTD (IN LIQUIDATION) GODFREY PEMBROKE LIMITED GWM ADVISER SERVICES LIMITED HICAPS PTY LTD INDEPENDENT MORTGAGE AFFILIATES PTY LIMITED (IN LIQUIDATION) INVIA CUSTODIAN PTY LIMITED JBWERE (NZ) HOLDINGS LIMITED

JBWERE (NZ) NOMINEES LIMITED JBWERE (NZ) PTY LTD JBWERE LIMITED LIMEHOUSE INVESTMENTS PTY LIMITED (IN LIQUIDATION) MARGIN LENDING (NZ) LIMITED MEDFIN AUSTRALIA PTY LIMITED MERITUM FINANCIAL GROUP PTY LTD MERITUM FINANCIAL PLANNING PTY LTD

MLC ALLIANCE HOLDINGS PTY LIMITED (IN LIQUIDATION) MLC HOLDINGS LIMITED

MLC INVESTMENTS LIMITED MLC LIFETIME COMPANY LIMITED MLC NOMINEES PTY LTD MLC PROPERTIES PTY. LIMITED

MLC WEALTH MANAGEMENT LIMITED (IN LIQUIDATION)

MORTGAGE SUPPORT SERVICES PTY LTD (IN LIQUIDATION) MSS MF PTY LTD (IN LIQUIDATION)

MSS MFA PTY LTD (IN LIQUIDATION)

MUDCHUTE PTY LIMITED (IN LIQUIDATION) NAB ASSET MANAGEMENT LIMITED NAB ASSET MANAGEMENT SERVICES LIMITED NAB EUROPE LIMITED NAB INVESTMENTS LIMITED NAB JAPAN SECURITIES LIMITED NAB PROPERTIES AUSTRALIA PTY LIMITED NAB TRUST SERVICES LIMITED NAB VENTURES PTY LIMITED NABCAPITAL LEASING (NO.2) PTY LIMITED NABINVEST (UK) LIMITED NABINVEST CAPITAL PARTNERS PTY LIMITED NABINVEST UK RE LIMITED NABSECURITIES, LLC NATIONAL AMERICAS HOLDINGS LLC NATIONAL ASSET MANAGEMENT LIMITED NATIONAL AUSTRALIA BANK LIMITED NATIONAL AUSTRALIA CORPORATE SERVICES PTY LIMITED NATIONAL AUSTRALIA FINANCE (ASIA) LIMITED NATIONAL AUSTRALIA FINANCE (COMMERCIAL LEASING) LIMITED NATIONAL AUSTRALIA FINANCE (EUROPE HOLDINGS) LIMITED NATIONAL AUSTRALIA FINANCE (INFRASTRUCTURE LEASING NO.2) LIMITED NATIONAL AUSTRALIA FINANCE (VESSEL LEASING NO.1) LIMITED NATIONAL AUSTRALIA FINANCE (VESSEL LEASING NO.5) LIMITED NATIONAL AUSTRALIA FINANCE (VESSEL LEASING NO.6) LIMITED NATIONAL AUSTRALIA FINANCE (VESSEL LEASING) LIMITED NATIONAL AUSTRALIA FINANCIAL MANAGEMENT LIMITED NATIONAL AUSTRALIA FUNDING (DELAWARE) INC. NATIONAL AUSTRALIA GROUP (NZ) LIMITED NATIONAL AUSTRALIA GROUP SERVICES LTD NATIONAL AUSTRALIA INVESTMENT CAPITAL LIMITED

NATIONAL AUSTRALIA MANAGERS LIMITED NATIONAL AUSTRALIA PKI HOLDINGS LLC NATIONAL AUSTRALIA UNDERWRITERS LIMITED (IN LIQUIDATION) NATIONAL CAPITAL HOLDINGS I INC. NATIONAL EQUITIES LIMITED NATIONAL FUNDING HOLDINGS PTY LTD NATIONAL HK INVESTMENTS LIMITED NATIONAL MARGIN SERVICES PTY LIMITED NATIONAL MARKETS GROUP LIMITED NATIONAL MORTGAGE SECURITIES, INC. NATIONAL NOMINEES LIMITED NATIONAL OBU PTY LIMITED NATIONAL WEALTH MANAGEMENT HOLDINGS LIMITED NATIONAL WEALTH MANAGEMENT INTERNATIONAL HOLDINGS LTD NATIONAL WEALTH MANAGEMENT NEW ZEALAND HOLDINGS LTD NATIONAL WEALTH MANAGEMENT SERVICES LTD NAUTILUS INSURANCE PTE LIMITED NAUTILUS NAB LIMITED NAVIGATOR AUSTRALIA LIMITED NBA PROPERTIES PTY LIMITED NMS NOMINEES PTY LIMITED NULIS NOMINEES (AUSTRALIA) LIMITED NWMH SUB (CANADA) INC NWMH SUB LIMITED PARTOWN PTY. LIMITED PENNLEY PTY LTD PFS NOMINEES PTY LIMITED PLAN AUSTRALIA OPERATIONS PTY. LTD. PLAN GROUP NOMINEES PTY LTD PLAN LENDING PTY LTD (IN LIQUIDATION) PLUM FINANCIAL SERVICES LIMITED PRESIMA INC. PROFESSIONAL LENDERS ASSOCIATION NETWORK OF AUSTRALIA PTY. LTD. TASOVAC PTY LIMITED THE DEEP IN HULL LIMITED VALEWIN PTY. LIMITED (IN LIQUIDATION) WEALTHHUB SECURITIES LIMITED WEALTHHUB SECURITIES NOMINEES PTY LIMITED WM LIFE AUSTRALIA LIMITED (IN LIQUIDATION)