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INGHAMS GROUP LIMITED — Major Shareholding Notification 2019
Feb 27, 2019
65128_rns_2019-02-27_89ca55df-5926-4d15-8dc5-546f761db051.pdf
Major Shareholding Notification
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Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
| To Company Name/Scheme | Inghams Group Ltd |
|---|---|
| ACN/ARSN | ACN 162 709 506 |
1. Details of substantial holder (1)
| Name | Credit Suisse Holdings (Australia) Limited (on behalf of Credit Suisse Group AG and its affiliates) | |||
|---|---|---|---|---|
| ACN/ARSN (if applicable) | 008 496 713 | |||
| There was a change in the interests of the substantial holder on | 22-Feb-2019 | |||
| The previous notice was given to the company on | 13-Feb-2019 | |||
| The previous notice was dated | 13-Feb-2019 |
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 relevant 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 securities (4) | l Previous Notice. | ' Present Notice | ||
|---|---|---|---|---|
| Person's votes Voting power (5) |
Person's votes Voting power (5) |
|||
| Common Stock | 27.708.364 | 7.29% | 32.069.964 | 8.48% |
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 or scheme are as follows:
| Date of change |
Person whose relevant interest changed |
Nature of change (6) | l Consideration given i in relation to change |
Class and number of l securities affected |
I Person's l votes affected |
|---|---|---|---|---|---|
| See Annexure "A" |
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 | Registered holder of Person entitled to | be registered as | l Nature of relevant | l Class and number | Person's |
|---|---|---|---|---|---|
| interest | securities | holder (8) | interest (6) | of securities | votes |
| ' See Annexure "B" |
5. Changes in association
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 fo
| ≛Name and ACN/ARSN olicable . |
ciation Nature . |
|---|---|
| I N/A |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| See Annexure "C" |
Signature
| print name | Winston Loke | capacity Authorised Signatory | |
|---|---|---|---|
| sign here | date | 28-Feb-2019 |
Annexure "A"
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
| 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 |
|---|---|---|---|---|---|
| 13-Feb-2019 | Credit Suisse AG. Dublin Branch |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-81,091 Common Stock |
$-81,091$ |
| 20-Feb-2019 | Credit Suisse Equities (Australia) Limited |
Stock returned under ASLA |
Refer to Annexure D of Notice |
-149,183 Common Stock |
$-149,183$ |
| 22-Feb-2019 | Credit Suisse Equities (Australia) Limited |
Stock borrowed under ASLA |
Refer to Annexure D of Notice |
500,000 Common Stock |
500,000 |
| 22-Feb-2019 | Credit Suisse Equities (Australia) Limited |
Stock borrowed under ASLA |
Refer to Annexure D of Notice |
207,000 Common Stock |
207,000 |
| 08-Feb-2019 | Credit Suisse Securities (Europe) Limited |
Stock borrowed under OSLA |
Refer to Annexure D of Notice |
16,000 Common Stock |
16,000 |
| 12-Feb-2019 | Credit Suisse Securities (Europe) Limited |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-34,100 Common Stock |
$-34,100$ |
| 22-Feb-2019 | Credit Suisse Securities (Europe) Limited |
Stock borrowed under OSLA |
Refer to Annexure D of Notice |
520,000 Common Stock |
520,000 |
| 22-Feb-2019 | Credit Suisse Securities (Europe) Limited |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-40,000 Common Stock |
$-40,000$ |
| 08-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-40,500 Common Stock |
$-40,500$ |
| 08-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-2,610 Common Stock |
$-2,610$ |
| 08-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock borrowed under OSLA |
Refer to Annexure D of Notice |
46,206 Common Stock |
46,206 |
| 08-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock borrowed under OSLA |
Refer to Annexure D of Notice |
156,700 Common Stock |
156,700 |
| 08-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock borrowed under OSLA |
Refer to Annexure D of Notice |
79,594 Common Stock |
79,594 |
| 12-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-24,400 Common Stock |
$-24,400$ |
| 12-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-28,952 Common Stock |
$-28,952$ |
| 12-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-176,000 Common Stock |
$-176,000$ |
| 12-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock borrowed under Refer to Annexure D OSLA |
of Notice | 759,000 Common Stock |
759,000 |
| 12-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock borrowed under OSLA |
Refer to Annexure D of Notice |
241,000 Common Stock |
241,000 |
| 13-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-40,200 Common Stock |
$-40,200$ |
| 14-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-26,900 Common Stock |
$-26,900$ |
| 14-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-34,000 Common Stock |
$-34,000$ |
| 15-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-55.100 Common Stock |
$-55,100$ |
| 19-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-49,800 Common Stock |
$-49,800$ |
| 19-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock borrowed under OSLA |
Refer to Annexure D of Notice |
918,000 Common Stock |
918,000 |
| 19-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock borrowed under OSLA |
Refer to Annexure D of Notice |
670,000 Common Stock |
670,000 |
l,
| 20-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-62,500 Common Stock |
$-62,500$ |
|---|---|---|---|---|---|
| 21-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-36.374 Common Stock |
$-36.374$ |
| 21-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-41,600 Common Stock |
$-41,600$ |
| 22-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock returned under OSLA |
Refer to Annexure D of Notice |
-28,590 Common Stock |
$-28.590$ |
| 22-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock borrowed under OSLA |
Refer to Annexure D of Notice |
700,000 Common Stock |
700.000 |
| 22-Feb-2019 | Credit Suisse Securities (USA) LLC |
Stock borrowed under OSLA |
Refer to Annexure D of Notice |
500,000 Common Stock |
500.000 |
This is Annexure "A" referred to in the Form 604 "Notice of change of interests of substantial holder"
Signature
Credit Suisse Holdings (Australia) Limited (ACN 008 496 713)
| print name | Winston Loke | capacity Authorised Signatory | |
|---|---|---|---|
| sign here | M | date | 28-Feb-2019 |
Annexure "B"
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 |
|---|---|---|---|---|---|
| Credit Suisse AG. Dublin Branch |
CS Third Nominees Pty Limited (ACN 007 053 849) |
Credit Suisse AG, Dublin Branch |
Holder of securities subject to an obligation to return under a securities lending agreement |
200,000 Common Stock |
200,000 |
| Credit Suisse Equities (Australia) Limited (ACN 068 232 708) |
CS Fourth Nominees Pty Limited (ACN 069 126 432) |
Credit Suisse Equities (Australia) Limited |
Holder of securities subject to an obligation to return under a securities lending agreement |
8,447,817 Common Stock |
8,447,817 |
| Credit Suisse Securities (Europe) Limited (ARBN 099554131) |
CS Third Nominees Pty Limited (ACN 007 053 849) |
Credit Suisse Securities (Europe) Limited |
Holder of securities subject to an obligation to return under a securities lending agreement |
6,617,328 Common Stock |
6,617,328 |
| Credit Suisse Securities (USA) LLC |
CS Third Nominees Pty Limited (ACN 007 053 849) |
Credit Suisse Securities (USA) LLC |
Holder of securities subject to an obligation to return under a securities lending agreement |
16,591,393 Common Stock |
16,591,393 |
| Credit Suisse Funds AG |
HSBC Custody Nominees (Australia) Limited (ACN 003 094 568) |
Credit Suisse Funds AG |
Voting rights and right to dispose |
213,426 Common Stock |
213,426 |
This is Annexure "B" referred to in the Form 604 "Notice of change of interests of substantial holder"
Signature
Credit Suisse Holdings (Australia) Limited (ACN 008 496 713)
print name
capacity Authorised Signatory
sign here
Winston Loke
$M$
| --------------------------------------- | _________ $28 - Fab - 2019$ |
||
|---|---|---|---|
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Credit Suisse Holdings (Australia) Limited (ACN 008 496 713) |
Level 31, Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia |
| Credit Suisse Equities (Australia) Limited (ACN 068 232 708) |
Level 31, Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia |
| CS Third Nominees Pty Limited (ACN 007 053 849) |
Level 31, Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia |
| Credit Suisse Fourth Nominees Pty Limited (ACN 069 126 432) |
Level 31, Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia |
| Credit Suisse Funds AG | Uetibergstrasse 231, Zurich, 8045 Switzerland |
| Credit Suisse Securities (Europe) Limited (ARBN 099554131) |
One Cabot Square, London, E14 4QJ |
| Credit Suisse Securities (USA) LLC | 11 Madison Avenue,, New York, New York 10010, New York 10010 |
| Credit Suisse AG, Dublin Branch | Kilmore House, Spencer Dock, Park Lane, North Dock, Dublin 1, Ireland |
This is Annexure "C" referred to in the Form 604 "Notice of change of interests of substantial holder"
Signature
Credit Suisse Holdings (Australia) Limited (ACN 008 496 713)
| print name | Winston Loke | capacity Authorised Signatory | |
|---|---|---|---|
| sign here | date | 28-Feb-2019 |
Annexure "D"
This is Annexure "D" referred to in the Form 604 "Notice of change of interests of substantial holder"
$\bar{z}$
| Signature | Credit Suisse Holdings (Australia) Limited (ACN 008 496 713) | ||||
|---|---|---|---|---|---|
| print name | Winston Loke | capacity | Authorised Signatory | ||
| sign here | M | date | 28-Feb-2019 |
| Prescribed information | |
|---|---|
| Schedule | |
| Type of agreement | Overseas Securities Lending Agreement |
| Parties to agreement | Credit Suisse AG, Dublin Branch and RBC Investor Services Trust |
| Transfer date | 13-Feb-2019 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | No |
| If yes, detail | N/A |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to return early? | Yes |
| If yes, detail | At Will |
| Does the lender have the right to recall early? | Yes |
| If yes, detail | With 4 business days prior notice or earlier upon agreement. |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | If an event of default occurs in respect of either the lender or the borrower, the obligation of the borrower to deliver the securities to the lender will be netted off against the obligation of the lender to return securities or cash held by the lender as collateral. |
| Prescribed information | |
|---|---|
| Schedule | |
| Type of agreement | Australian Securities Lending Agreement |
| Parties to agreement | Credit Suisse Equities (Australia) Limited and State Street Bank and Trust Company |
| Transfer date | 22-Feb-2019 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | No. |
| If yes, detail | N/A |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to return early? | Yes |
| If yes, detail | At Will |
| Does the lender have the right to recall early? | Yes |
| If yes, detail | With 4 business days prior notice or earlier upon agreement |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | If an event of default occurs in respect of either the lender or the borrower, the obligation of the borrower to deliver the securities to the lender will be netted off against the obligation of the lender to return securities or cash held by the lender as collateral. |
Prescribed information
| Schedule | |
|---|---|
| Type of agreement | Australian Securities Lending Agreement |
| Parties to agreement | Credit Suisse Equities (Australia) Limited and JP Morgan Nominees (Australia) Limited |
| Transfer date | 22-Feb-2019 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | Yes |
| If yes, detail | Voting rights to be exercised in accordance with lender's instructions provided such instructions are received 7 days prior. |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to return early? | Yes |
| If yes, detail | With 2 business days prior to a notice by Midday. |
| Does the lender have the right to recall early? | Yes |
| If yes, detail | With 4 business days prior notice or earlier upon agreement |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | If an event of default occurs in respect of either the lender or the borrower, the obligation of the borrower to deliver the securities to the lender will be netted off against the obligation of the lender to return securities or cash held by the lender as collateral. |
| Prescribed information | |
|---|---|
| Schedule | |
| Type of agreement | Overseas Securities Lending Agreement |
| Parties to agreement | Credit Suisse Securities (Europe) Limited and Bank of New York Mellon |
| Transfer date | 22-Feb-2019 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | No |
| If yes, detail | N/A |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to return early? | Yes |
| If yes, detail | At Will |
| Does the lender have the right to recall early? | Yes |
| If yes, detail | With 4 business days prior notice or earlier upon agreement. |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | If an event of default occurs in respect of either the lender or the borrower, the obligation of the borrower to deliver the securities to the lender will be netted off against the obligation of the lender to return securities or cash held by the lender as collateral. |
| Prescribed information | |
|---|---|
| Schedule | |
| Type of agreement | Overseas Securities Lending Agreement |
| Parties to agreement | Credit Suisse Securities (Europe) Limited and JPM Chase Bank, London |
| Transfer date | 22-Feb-2019 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | Yes |
| If yes, detail | Voting rights to be exercised in accordance with lender's instructions provided such instructions are received 7 days prior. |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to return early? | Yes |
| If yes, detail | At Will |
| Does the lender have the right to recall early? | Yes |
| If yes, detail | With 4 business days prior notice or earlier upon agreement. |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | If an event of default occurs in respect of either the lender or the borrower, the obligation of the borrower to deliver the securities to the lender will be netted off against the obligation of the lender to return securities or cash held by the lender as collateral. |
| Prescribed information | |
|---|---|
| Schedule | |
| Type of agreement | Overseas Securities Lending Agreement |
| Parties to agreement | Credit Suisse Securities (USA) LLC Limited and The Bank of New York Mellon |
| Transfer date | 22-Feb-2019 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | No |
| If yes, detail | N/A |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to return early? | Yes |
| If yes, detail | At Will, unless Borrower and Lender agree to the contrary. |
| Does the lender have the right to recall early? | Yes |
| If yes, detail | With 4 business days prior notice or earlier upon agreement |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | If an event of default occurs in respect of either the lender or the borrower, the obligation of the borrower to deliver the securities to the lender will be netted off against the obligation of the lender to return securities or cash held by the lender as collateral. |
| Prescribed information | |
|---|---|
| Schedule | |
| Type of agreement | Overseas Securities Lending Agreement |
| Parties to agreement | Credit Suisse Securities (USA) LLC Limited and Brown Brothers Harriman and Co. |
| Transfer date | 8-Feb-2019 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | No |
| If yes, detail | N/A |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to return early? | Yes |
| If yes, detail | With 4 business days prior notice, unless Borrower and Lender agree to the contrary. |
| Does the lender have the right to recall early? | Yes |
| If yes, detail | With 4 business days prior notice or earlier upon agreement |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | If an event of default occurs in respect of either the lender or the borrower, the obligation of the borrower to deliver the securities to the lender will be netted off against the obligation of the lender to return securities or cash held by the lender as collateral. |
| Prescribed information | |
|---|---|
| Schedule | |
| Type of agreement | Overseas Securities Lending Agreement |
| Parties to agreement | Credit Suisse Securities (USA) LLC Limited and Goldman Sachs Agency Lending |
| Transfer date | 19-Feb-2019 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | No |
| If yes, detail | N/A |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to return early? | Yes |
| If yes, detail | At Will |
| Does the lender have the right to recall early? | Yes |
| If yes, detail | With 4 business days prior notice or earlier upon agreement |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | If an event of default occurs in respect of either the lender or the borrower, the obligation of the borrower to deliver the securities to the lender will be netted off against the obligation of the lender to return securities or cash held by the lender as collateral. |
Prescribed information
| Schedule | |
|---|---|
| Type of agreement | Overseas Securities Lending Agreement |
| Parties to agreement | Credit Suisse Securities (USA) LLC and State Street Bank and Trust and Company |
| Transfer date | 22-Feb-2019 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | No |
| If yes, detail | N/A |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to return early? | Yes |
| If yes, detail | At Will |
| Does the lender have the right to recall early? | Yes |
| If yes, detail | With 4 business days prior notice or earlier upon agreement. |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | If an event of default occurs in respect of either the lender or the borrower, the obligation of the borrower to deliver the securities to the lender will be netted off against the obligation of the lender to return securities or cash held by the lender as collateral. |
| Overseas Securities Lending Agreement |
|---|
| Credit Suisse Securities (USA) LLC Limited and Securities Finance Trust Company/ESEC Lending |
| 21-Feb-2019 |
| Borrower |
| No |
| N/A |
| N/A |
| Yes |
| At Will, unless Borrower and Lender agree to the contrary. |
| Yes |
| With 4 business days prior notice or earlier upon agreement |
| Yes |
| If an event of default occurs in respect of either the lender or the borrower, the obligation of the borrower to deliver the securities to the lender will be netted off against the obligation of the lender to return securities or cash held by the lender as collateral. |