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Macquarie Group Limited Major Shareholding Notification 2012
10518_rns_2012-10-18_ccc0b3b5-1c66-4544-9211-8244c01dd26f.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 ABN/ACN/ARSN |
Silver Lake Resources Limited 38 108 779 782 |
SLR.AX |
|---|---|---|---|
| 1. Details of substantial holder | |||
| Name | Macquarie Group Limited ('MQG'); and | ||
| its controlled bodies corporate listed in Annexure A | |||
| ('Macquarie Group Entities') | |||
| ABN/ACN/ARSN (if applicable) | 122 169 279 | ||
| There was a change in the interests of the | |||
| substantial holder on: | 17 October 2012 | ||
| The previous notice was given to the company on: | 13 August 2012 | ||
| The previous notice was dated: | 9 August 2012 | ||
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 had a relevant interest 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 | Previous notice | Present notice | |||
|---|---|---|---|---|---|
| Person's votes | Voting power | Person's votes | Voting power | ||
| 'FPO' | 12,108,977 | 5.36% | 14,380,240 | 6.37% |
3. Change 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 | Nature of change | Consideration given in | Number of securities | Class Voting power |
|---|---|---|---|---|---|
| interest has changed | relation to change | affected | |||
| See 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 | Person entitled to be | Nature of relevant interest | Number of securities | Class | Person's votes |
|---|---|---|---|---|---|---|
| securities | registered as holder | |||||
| Northern Trust | Northern Trust Corporation | Pursuant to section 608 of the | ||||
| Corporation ( Singapore | ( Singapore Branch) | Corporations Act | ||||
| Branch) | 3,454,202 | FPO | 3,454,202 | |||
| BOND STREET | BOND STREET | Pursuant to section 608 of the | ||||
| CUSTODIANS LIMITED | CUSTODIANS LIMITED | Corporations Act | ||||
| MACQUARIE | 2,747,770 | FPO | 2,747,770 | |||
| INVESTMENT | JP Morgan Securities | JP Morgan Securities | Pursuant to section 608 of the | |||
| MANAGEMENT LTD | Australia GTI | Australia GTI | Corporations Act | 1,797,241 | FPO | 1,797,241 |
| National Nominees | National Nominees Limited | Pursuant to section 608 of the | ||||
| Limited | Corporations Act | 1,141,615 | FPO | 1,141,615 | ||
| Citibank Melbourne | Citibank Melbourne | Pursuant to section 608 of the | ||||
| Corporations Act | 494,423 | FPO | 494,423 | |||
| HSBC Bank Australia | HSBC Bank Australia | Pursuant to section 608 of the | ||||
| Limited | Limited | Corporations Act | 57,029 | FPO | 57,029 | |
| MACQUARIE BANK | MACQUARIE BANK | Pursuant to section 608 of the | ||||
| MACQUARIE BANK | LIMITED | LIMITED | Corporations Act | 139,851 | FPO | 139,851 |
| LIMITED | Pursuant to section 608 of the | |||||
| Corporations Act | 3,767,000 | FPO | 3,767,000 | |||
| MACQUARIE FUNDS | Goldman Sachs | Goldman Sachs | Pursuant to section 608 of the | 552,162 | FPO | 552,162 |
| Morgan Stanley | Morgan Stanley | Pursuant to section 608 of the | 99,285 | FPO | 99,285 | |
| MANAGEMENT HONG | Merrill Lynch Prime | Merrill Lynch Prime | Pursuant to section 608 of the | |||
| KONG LIMITED | Brokerage | Brokerage | Corporations Act | 87,241 | FPO | 87,241 |
| MACQUARIE LIFE | BOND STREET | BOND STREET | Pursuant to section 608 of the | |||
| LIMITED | CUSTODIANS LIMITED | CUSTODIANS LIMITED | Corporations Act | 22,263 | FPO | 22,263 |
| MQ PORTFOLIO | Goldman Sachs | Goldman Sachs | Pursuant to section 608 of the | |||
| MANAGEMENT LIMITED | International | International | Corporations Act | 20,158 | FPO | 20,158 |
| Grand Total | 14,380,240 | |||||
5. Changes in association
The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the
substantial holder in relation to voting interests in the company or scheme are as follows:
| Name and ACN (if applicable) | Nature of association |
|---|---|
| Macquarie Group Limited & | Controlled Bodies Corporate |
| Macquarie Group Entities |
6. Addresses
| The addresses of persons named in this form are as follows: | |
|---|---|
| Name | Address |
| MQG | Level 7, No 1 Martin Place, Sydney NSW 2000 |
| MACQUARIE INVESTMENT MANAGEMENT LTD | C/- Company Secretarial Mezzanine Level No. 1 Martin Place Sydney New South Wales Australia |
| MACQUARIE BANK LIMITED | Level 3 25 National Circuit Forrest Australian Capital Territory Australia 2603 |
| MACQUARIE FUNDS MANAGEMENT HONG KONG LIMITED | Level 18, One International Finance Centre 1 Harbour View Street Central Hong Kong |
| MACQUARIE LIFE LIMITED | C/- Company Secretarial Mezzanine Level No. 1 Martin Place Sydney New South Wales Australia 2000 |
| MQ PORTFOLIO MANAGEMENT LIMITED | C/- Company Secretarial Mezzanine Level No. 1 Martin Place Sydney New South Wales Australia 2000 |
| MACQUARIE INVESTMENT MANAGEMENT LTD | C/- Company Secretarial Mezzanine Level No. 1 Martin Place Sydney New South Wales Australia 2000 |
| MACQUARIE BANK LIMITED | Level 3 25 National Circuit Forrest Australian Capital Territory Australia 2603 |
| MACQUARIE FUNDS MANAGEMENT HONG KONG LIMITED | Level 18, One International Finance Centre 1 Harbour View Street Central Hong Kong |
| MACQUARIE LIFE LIMITED | C/- Company Secretarial Mezzanine Level No. 1 Martin Place Sydney New South Wales Australia 2000 |
| MQ PORTFOLIO MANAGEMENT LIMITED | C/- Company Secretarial Mezzanine Level No. 1 Martin Place Sydney New South Wales Australia 2000 |
| Northern Trust Corporation ( Singapore Branch) | 1 George Street #12-06 Singapore 049145 |
| BOND STREET CUSTODIANS LIMITED | C/- Company Secretarial Mezzanine Level No. 1 Martin Place Sydney New South Wales Australia 2000 |
| Mezzanine Level 1 Martin Place Sydney NSW 2000 | |
| Same as Legal Owner | Same as Legal Owner |
| JP Morgan Securities Australia GTI | Level 35, AAP Centre, Sydney NSW 2000 |
| National Nominees Limited | 5th Floor, 271 Collins St., Melbourne VIC 3000 |
| Goldman Sachs International | Peterborough Court, 133 Fleet Street, Long EC4A 2BB |
| Citibank Melbourne | Mezzanine Level 1 Martin Place Sydney NSW 2000 |
| Morgan Stanley | Chifley Tower, 2 Chifley Square, Sydney NSW 2000 |
| Merrill Lynch Prime Brokerage | 222 Broadway, 6th Floor New York, New York 10036 |
| BNP Paribas Securities Services (Australia) | 60 Castlereagh St, Sydney, NSW 2000 |
| HSBC Bank Australia Limited | Level 31 HSBC Centre, 580 George St, Sydney NSW 2000 |
| Signature | ||||
|---|---|---|---|---|
| Print name | Dennis Leong | Capacity | Company Secretary | |
| Sign here | Date | 19 October 2012 | ||
ANNEXURE 'A'
This is the annexure marked 'A' of 16 pages referred to in the Notice of change of interests of substantial holder.
Dennis Leong Company Secretary, Macquarie Group Limited 19 October 2012
Controlled Bodies Corporate
| ACN / Company No | Entity Name | Incorp Country |
|---|---|---|
| unlisted | Taurus Enhanced Gold and Precious Metals Fund | Australia |
| 4649834 | 1135-1139 WESTMINSTER INC. | United States |
| 1486261 | 1486261 Ontario Limited | Canada |
| 133419708 | 160 CENTRAL HOLDING COMPANY PTY LIMITED | Australia |
| 124437574 | ACCESS GP CO PTY LIMITED | Australia |
| 124437421 | ACCESS LP CO PTY LIMITED | Australia |
| 153 275 677 | ACN 153 275 677 Pty Ltd | Australia |
| 5170061 | Adreca Holdings Corp. | United States |
| 75176813 | AIRPORT MOTORWAY INFRASTRUCTURE NO.1 PTY LIMITED | Australia |
| 75176859 | AIRPORT MOTORWAY INFRASTRUCTURE NO.3 PTY LIMITED | Australia |
| 75176993 | AIRPORT MOTORWAY INFRASTRUCTURE NO.4 PTY LIMITED | Australia |
| 81119477 | ALLOCA (NO. 4) PTY. LIMITED | Australia |
| 3936270 | Alster & Thames Partners (USA) LLC | United States |
| WK-145138 | Alster & Thames Partners, Ltd. | Cayman Islands |
| 08.266.585/0001-04 | AMAZON PARTICIPACOES DO BRASIL S.A. | Brazil |
| 112 951 292 | ARES CAPITAL MANAGEMENT INTERNATIONAL PTY LTD | Australia |
| ARES CAPITAL MANAGEMENT INTERNATIONAL TRUST | Australia | |
| 113 861 046 | ARES CAPITAL MANAGEMENT PTY LTD | Australia |
| ARES CAPITAL MANAGEMENT TRUST | Australia | |
| 128 115 266 | ARES INTERNATIONAL RESEARCH PTY LTD | Australia |
| 128 115 248 | ARES RESEARCH PTY LTD | Australia |
| 3336426 | AVENAL POWER CENTER, LLC | United States |
| 600 235 951 | AVIATION TECHNICAL SERVICES INC. | United States |
| 3595090 | AWHR America's Water Heater Rentals, L.L.C. | United States |
| 4029153 | AWHR Five, LLC | United States |
| 4029149 | AWHR Four, LLC | United States |
| 4029145 | AWHR One, LLC | United States |
| 4029154 | AWHR Six, LLC | United States |
| 4029148 | AWHR Three, LLC | United States |
| 4029147 | AWHR Two, LLC | United States |
| 304030 | A.C.N. 000 304 030 PTY LIMITED (IN LIQUIDATION) | Australia |
| 67299923 | A.C.N. 067 299 923 PTY LTD | Australia |
| 127162485 | A.C.N. 127 162 485 PTY LTD (IN LIQUIDATION) | Australia |
| 127294946 | A.C.N. 127 294 946 PTY LTD (IN LIQUIDATION) | Australia |
| 136 024 970 | A.C.N. 136 024 970 PTY LTD | Australia |
| 154 402 927 | A.C.N. 154 402 927 Pty Ltd | Australia |
| 59814818 | BAROSSA GE PTY LIMITED | Australia |
| HRB 177683 | BE Geothermal GmbH | Germany |
| 158 626 549 | BECAG PTY LIMITED | Australia |
| 8604966 | BELIKE NOMINEES PTY. LIMITED | Australia |
| HRB 187113 | Bernried Erdwärme Kraftwerk GmbH | Germany |
| 128681809 | BESPOKE CUSTODIANS PTY LIMITED (IN LIQUIDATION) | Australia |
| 4522327 | BIG SANDY CREEK WIND, LLC | United States |
| 200921079K | BIOCARBON GROUP PTE. LIMITED (Former Non-Bank Group) | Singapore |
| 131 532 735 | BIOCARBON SERVICES PTY LIMITED (Former Non-Bank Group) | Australia |
| Blue Grass Abstract LLC | United States | |
| Blueshine, LLC | United States | |
| 5182626 | Boketo LLC | United States |
| 8607065 | BOND STREET CUSTODIANS LIMITED | Australia |
| 8606924 | BOND STREET INVESTMENTS PTY. LIMITED | Australia |
| BOOTH STAFF LOANS TRUST | Australia | |
| 4680004 | BOSTON AUSTRALIA PTY LIMITED | Australia |
| 5008702 | BOSTON LEASING PTY. LIMITED | Australia |
| C0593320 | BREK MANUFACTURING CO. | United States |
| 1218745 | BROOK ASSET MANAGEMENT LIMITED | New Zealand |
| 1855508 | BROOK ASSET MANAGEMENT PTY LIMITED | New Zealand |
| B64188642 | Bruna Moon S.L. | Spain |
| BUCKLING STAFF LOANS TRUST | Australia | |
| 88217 | Bunhill Investments Unlimited | Jersey |
| 2865830 | BUTTONWOOD NOMINEES PTY LIMITED | Australia |
| Caliburn Greater China Fund Segregated Portfolio (a sub-fund of Caliburn | ||
| Absolute Strategies SPC) | Cayman Islands |
| 79173381 | CAMPUS INTERNATIONAL HOLDINGS PTY. LTD | Australia |
|---|---|---|
| CAMPUS INTERNATIONAL HOLDINGS UNIT TRUST | Australia | |
| 4644364 | CANADIAN BREAKS LLC | United States |
| Not Registered | CANTERBURY COURT HOLDINGS TRUST | Australia |
| 4800336 | Capital Meters Holdings Limited | United Kingdom |
| 4800317 | Capital Meters Limited | United Kingdom |
| B86295391 B 142637 |
Captico Investments, S.L. Chartreuse et Mont Blanc Global Holdings S.C.A. |
Spain Luxembourg |
| B 142634 | Chartreuse et Mont Blanc GP S.a r.l. | Luxembourg |
| B 142635 | Chartreuse et Mont Blanc Holdings S.a r.l. | Luxembourg |
| 508 758 745 RCS Paris | Chartreuse et Mont Blanc SAS | France |
| 46527C1/GBL | CHINA PROPERTY INVESTMENTS LIMITED | Mauritius |
| WK-133807 | Chiswell Investments Limited | Cayman Islands |
| 2228708 | CIORL LP Limited | Canada |
| Closing Documentation Services, LLC | United States | |
| CMC Holdco Inc. | United States | |
| CMC Industries Inc. | United States | |
| CMC Railroad III-A, Inc. | United States | |
| CMC Railroad III-B, Inc. | United States | |
| CMC Railroad III-C, Inc. CMC Railroad III-D, Inc. |
United States United States |
|
| CMC Railroad III, Inc. | United States | |
| CMC Railroad Inc. | United States | |
| 3709185 | Columbia Service Partners of Kentucky, Inc. | United States |
| 3709185 | Columbia Service Partners of Ohio, Inc. | United States |
| 3709187 | Columbia Service Partners of Pennsylvania, Inc. | United States |
| 3709182 | Columbia Service Partners of West Virginia, Inc. | United States |
| 2603344 | Columbia Service Partners, Inc. | United States |
| Commerce and Industry Brokerage Inc. | United States | |
| 79775134 | CONCEPT BLUE PROPERTY PTY LTD | Australia |
| 3241012 | Corona Energy Limited | United Kingdom |
| 3241002 SC138229 |
Corona Energy Retail 1 Limited Corona Energy Retail 2 Limited |
United Kingdom United Kingdom |
| 2746961 | Corona Energy Retail 3 Limited | United Kingdom |
| 2798334 | Corona Energy Retail 4 Limited | United Kingdom |
| 2879748 | Corona Gas Management Limited | United Kingdom |
| COWLEY MAP STAFF LOANS TRUST | Australia | |
| 64075C1/GBL | DALIAN II HOLDING COMPANY LIMITED | Mauritius |
| 147 091 227 | DATAFIRM PTY LIMITED | Australia |
| Delaware Alternative Strategies Delaware Asset Advisers |
United States United States |
|
| Delaware Capital Management | United States | |
| Delaware Capital Management Advisers, Inc. | United States | |
| Delaware Distributors, Inc. | United States | |
| Delaware Distributors, L.P. | United States | |
| Delaware Foundation Equity Fund | United States | |
| Delaware General Management, Inc. | United States | |
| Delaware Global Opportunities Partners, Inc. | United States | |
| Delaware Investment Advisers | United States | |
| Delaware Investments U.S., Inc. | United States | |
| Delaware Management Business Trust Delaware Management Company |
United States United States |
|
| Delaware Management Company, Inc. | United States | |
| no | Delaware Management Holdings, Inc. | United States |
| Delaware Management Trust Company | United States | |
| Delaware Service Company, Inc. | United States | |
| Delaware Structured Assets Parnters, Inc. | United States | |
| DELTA1 FINANCE TRUST | Australia | |
| 8606871 B86081437 |
DEXIN NOMINEES PTY. LIMITED Dextertown SL |
Australia Spain |
| 101 190 569 | DIVCO 116 PTY LIMITED | Australia |
| 101 190 649 | DIVCO 126 PTY LIMITED | Australia |
| 083 158 918 | DIVCO 37 PTY LIMITED | Australia |
| 088 347 497 | Divco 57 Pty Limited | Australia |
| 097 289 999 | DIVCO 84 PTY LIMITED | Australia |
| 097 290 821 | DIVCO 96 PTY LIMITED | Australia |
| 110311 | Divisadero Leasing Ltd. | Cayman Islands |
| 94631964 | DMH Corp. EASTERN SEA INVESTMENTS PTY LIMITED |
United States Australia |
| Elements Trust | Australia | |
| 69344001 | ELISE NOMINEES PTY LIMITED | Australia |
| 6435810 | EQUITAS NOMINEES PTY. LIMITED | Australia |
| 4605170 | ERC Holdco LLC | United States |
| 111494574 | ESCALATOR GP CO PTY LIMITED (IN DEREGISTRATION) | Australia |
| 111494467 | ESCALATOR LP CO PTY LIMITED | Australia |
| 79878783 | EURO FIN CO PTY LTD | Australia |
| 4721352 | FAS 1 LLC | United States |
|---|---|---|
| 137357 | FINCH SECURITIES LIMITED | Cayman Islands |
| 779889 | FIRST CHINA PROPERTY GROUP LIMITED | Hong Kong |
| 779887 | FIRST CHINA PROPERTY MANAGEMENT LIMITED | Hong Kong |
| 3432790 | Four Corners Capital Management, LLC | United States |
| Fox-Pitt Kelton Cochran Caronia Waller LLC | United States | |
| Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC | United States | |
| 2897779 | Fox-Pitt, Kelton Group Limited | United Kingdom |
| 1601171 | Fox-Pitt, Kelton Limited | United Kingdom |
| 32157 | Fox-Pitt, Kelton N.V. | Curaçao |
| 99228 | FPK Capital I CIP GP Limited | Jersey |
| 989 | FPK Capital I CIP L.P. | Jersey |
| 4222775 | Fremantle Energy Holdings, LLC | United States |
| 4222772 | Fremantle Energy, LLC | United States |
| 3930054 | Fremantle Wind Holdings Inc. | United States |
| 88928296 | FUNDCORP HOLDINGS PTY LIMITED (IN DEREGISTRATION) | Australia |
| 106204862 | FUNDCORP PTY LIMITED | Australia |
| 1581031 | GALANTHUS LEASING PTY LIMITED | Australia |
| B86230539 | Ganeta Investments SL | Spain |
| 54001400 | GATESUN PTY. LIMITED | Australia |
| 109964 | Geary Leasing Limited | Cayman Islands |
| 1332891 | GENERATOR BONDS LIMITED | New Zealand |
| 108026437 | GENERATOR CHARITIES AUSTRALIA PTY LIMITED | Australia |
| 103116954 | GENERATOR INVESTMENTS AUSTRALIA PTY LIMITED | Australia |
| 9642942 | GILLMAN PTY. LIMITED | Australia |
| 105819181 | GLOBAL DEBT INVESTMENTS NO.4 PTY LIMITED (IN LIQUIDATION) | Australia |
| MC143292 | GLOBAL STAR GP LTD | Cayman Islands |
| N/A | Goldman Sachs Commodity Alpha Beta Portfolio class C | Luxembourg |
| 5481707 | Goonzaran Bluebell Funding Limited | United Kingdom |
| 5473771 | Goonzaran Bluebell Leasing Limited | United Kingdom |
| 4521455 | Groupe Rossignol Canada Inc. | Canada |
| 0100-01-086076 | GROUPE ROSSIGNOL KK | Japan |
| 148 217 029 | HARRIS DAIRIES LIMITED | Australia |
| 148 217 029 | HARRIS DAIRIES LIMITED (Former Bank Group) | Australia |
| 3416168 | Harrison Leasing Corporation | United States |
| 415492 | HBEAR CO. NO.1 LIMITED | Ireland |
| 125438600 | HENDERSON WA PTY LIMITED | Australia |
| not registered | HENDERSON WA TRUST | Australia |
| 4317904 | High Lonesome Wind, LLC | United States |
| 758010 | HILLSAM NOMINEES PTY. LIMITED (IN LIQUIDATION) | Australia |
| HOBSON STAFF LOANS TRUST | Australia | |
| 104173891 | HUB X PTY LIMITED | Australia |
| 97666 | Hydra Investments 2007 Limited | Jersey |
| 2757020 | IDAMENEO (NO. 79) NOMINEES PTY. LIMITED | Australia |
| Indiana TLP, LLC | United States | |
| HRA43929 | Industrial Investments Germany GmbH & Co. KG | Germany |
| 65764 | INFRASTRUCTURE INVESTMENT NO. 2 LTD. | Cayman Islands |
| 73710942 | INFRASTRUCTURE INVESTMENTS NO 1 PTY LIMITED | Australia |
| International Ag Insurance Solutions LLC | United States | |
| IRVING STAFF LOANS TRUST | Australia | |
| CR-113608 | Jackson Leasing Limited | Cayman Islands |
| 72362 | Jet Leasing LDC | Cayman Islands |
| 0100-02-036303 | JIG HOLDINGS LIMITED | Japan |
| JOHNSON MAP STAFF LOANS TRUST | Australia | |
| 464138 | Juuichi Limited | Ireland |
| CR-113609 | Kearny Leasing Limited | Cayman Islands |
| 4721412 | Keba Energy LLC | United States |
| 140 135 379 | LAKE GEORGE WIND FARM DEVELOPMENTS PTY LTD | Australia |
| 491404 | Leannta PPP Investments Limited | Ireland |
| 130271108 | LEARNSPACE VIC HOLDINGS PTY LIMITED | Australia |
| 130271180 | LEARNSPACE VIC PTY LIMITED | Australia |
| Liberty Green Renewables Indiana, LLC | United States | |
| Lien Data Services, LLC | United States | |
| HRB80214 | Lightning Bolt Germany GmbH | Germany |
| CH -217-3534284-8 | LISA Lange International Sarl | Switzerland |
| 397 727 397 RCS NEVERS | Look Fixations S.A.S. | France |
| MAC FUND ONE TRUST | Australia | |
| 4717557 | MACQUARIE 55 NINTH ST INC. | United States |
| 30416 | MACQUARIE ABSOLUTE RETURN STRATEGIES GLOBAL LIMITED | Bermuda |
| 8594885 | MACQUARIE ACCEPTANCES LIMITED | Australia |
| 95180788 | MACQUARIE ADMIN SERVICES PTY LIMITED | Australia |
| 95180788 | MACQUARIE ADMIN SERVICES PTY LIMITED (Former Bank Group) | Australia |
| 131476910 | MACQUARIE ADVANCED INVESTMENT MANAGEMENT LIMITED | Australia |
| WK-211745 | Macquarie Advanced Investment Partners G.P. Ltd. | Cayman Islands |
| 486592 | Macquarie Aerospace AF (Ireland) Limited | Ireland |
| 40096.0 (Decree No. | ||
|---|---|---|
| 10356/AVV) | MACQUARIE AEROSPACE ARUBA A.V.V. | Aruba |
| Macquarie Aerospace Inc. | United States | |
| 484423 | Macquarie Aerospace Ireland Limited | Ireland |
| 44138 | MACQUARIE AEROSPACE LIMITED | Bermuda |
| 4508116 | Macquarie Affiliated Managers Holdings (USA) Inc. | United States |
| 2000/001243/07 | Macquarie Affiliated Managers (USA) Inc. MACQUARIE AFRICA (PROPRIETARY) LIMITED |
United States South Africa |
| 122169368 | MACQUARIE AGRICULTURAL FUNDS MANAGEMENT LTD | Australia |
| MACQUARIE AGRICULTURAL FUNDS MANAGEMENT LTD (Former Bank | ||
| 122169368 | Group) | Australia |
| 116381634 | MACQUARIE AGRICULTURAL SERVICES PTY LIMITED | Australia |
| B121660 | Macquarie Aircraft Leasing Finance SA | Luxembourg |
| 139 633 015 | MACQUARIE AIRCRAFT LEASING HOLDINGS PTY LIMITED | Australia |
| 429567 | Macquarie Aircraft Leasing Holdings (2) Limited | Ireland |
| 426824 139 654 407 |
Macquarie Aircraft Leasing Limited MACQUARIE AIRCRAFT LEASING PTY LIMITED |
Ireland Australia |
| 130 643 319 | MACQUARIE AIRCRAFT LEASING SERVICES (AUSTRALIA) PTY LTD | Australia |
| 429566 | Macquarie Aircraft Leasing Services (Ireland) Limited | Ireland |
| 200917376C | Macquarie Aircraft Leasing Services (Singapore) Pte. Ltd. | Singapore |
| 5988531 | Macquarie Aircraft Leasing Services (UK) Limited | United Kingdom |
| 4247748 | Macquarie Aircraft Leasing Services (US), Inc. | United States |
| MACQUARIE AIRCRAFT LEASING TRUST A | Australia | |
| 41370 | Macquarie AirFinance Acquisitions Holdings Ltd. | Bermuda |
| 41289 464499 |
Macquarie AirFinance Acquisitions Limited Macquarie AirFinance Acquisitions (Ireland) Limited |
Bermuda Ireland |
| 6767724 | Macquarie AirFinance Acquisitions (UK) Limited | United Kingdom |
| 41212 | Macquarie AirFinance Aruba A.V.V. | Aruba |
| 435319 | Macquarie AirFinance Holdings Limited | Ireland |
| 40863 | Macquarie AirFinance International Group Limited | Bermuda |
| 40569 | Macquarie AirFinance International Limited | Bermuda |
| 38946 | MACQUARIE AIRFINANCE LTD | Bermuda |
| 38946 40673 |
Macquarie AirFinance Ltd. Macquarie AirFinance Warehouse (No. 1) Limited |
Bermuda Bermuda |
| 3461469 | Macquarie Allegiance Capital, LLC | United States |
| 103237181 | MACQUARIE ALTERNATIVE ASSETS MANAGEMENT LIMITED | Australia |
| 142 495 958 | MACQUARIE ALTERNATIVE PROPERTY HOLDINGS PTY LIMITED | Australia |
| 3379259 | MACQUARIE AMERICAS CORP | United States |
| 124071414 | MACQUARIE AMERICAS HOLDINGS PTY LTD | Australia |
| 71501963 619928 |
MACQUARIE ASIA HOLDINGS PTY LIMITED MACQUARIE ASIA LIMITED |
Australia Hong Kong |
| Macquarie Asia New Stars Fund | Luxembourg | |
| MC-25427 | Macquarie Asia Pacific Private Equity Offshore Fund, L.P. | Cayman Islands |
| 1049991 | MACQUARIE ASIA STRUCTURED TRANSACTIONS LIMITED | Virgin Islands, British |
| MACQUARIE ASIA STRUCTURED TRANSACTIONS LIMITED (SINGAPORE | ||
| T07FC7008F | BRANCH) Macquarie Asian Leaders Segregated Portfolio |
Singapore Cayman Islands |
| 0100-01-107687 | MACQUARIE ASSET FINANCE JAPAN LIMITED | Japan |
| 64219601 | MACQUARIE ASSET FINANCE LIMITED | Australia |
| 57952C1/GBL | MACQUARIE ASSET FINANCE MAURITIUS LTD | Mauritius |
| 7815862 | Macquarie Asset Leasing (UK) Limited | United Kingdom |
| 4578015 1263583 |
MACQUARIE ASSET MANAGEMENT INC. MACQUARIE ASSET MANAGEMENT PTY LIMITED |
United States Australia |
| 6055796 | MACQUARIE AUSTRALIA INTERNATIONAL PTY LIMITED | Australia |
| 736210 | MACQUARIE AUSTRALIA PTY LIMITED | Australia |
| 74453286 | MACQUARIE AUSTRALIA SECURITIES LIMITED | Australia |
| 8660811 | MACQUARIE AUSTRALIA TECHNOLOGY PTY LIMITED - IN LIQUIDATION | Australia |
| not registered FN215363K |
MACQUARIE AUSTRALIAN DAIRY FUND Macquarie Austria GmbH |
Australia Austria |
| 121836191 | MACQUARIE AVENIR NO. 1 PTY LIMITED | Australia |
| 121836235 | MACQUARIE AVENIR NO. 2 PTY LIMITED | Australia |
| 368579 | MACQUARIE AVIATION CAPITAL FINANCE LIMITED | Ireland |
| 368589 | MACQUARIE AVIATION CAPITAL GROUP | Ireland |
| 8607047 | MACQUARIE AVIATION NO 1 CO PTY LIMITED | Australia |
| 6309906 HRB 189708 |
Macquarie Bank International Limited Macquarie Bank International Limited, Niederlassung Deutschland |
United Kingdom Germany |
| FN 331748 s | Macquarie Bank International Limited, Vienna Branch | Austria |
| 8583542 | MACQUARIE BANK LIMITED | Australia |
| T11FC0018C | MACQUARIE BANK LIMITED SINGAPORE BRANCH | Singapore |
| 1045 | Macquarie Bank Limited (DIFC Recognised Company) | United Arab Emirates |
| F18649 FC018220 |
MACQUARIE BANK LIMITED (HONG KONG BRANCH) Macquarie Bank Limited (London Branch) |
Hong Kong United Kingdom |
| 104-84-07697 | MACQUARIE BANK LIMITED (SEOUL BRANCH) | Korea, Republic of |
| FC018220 | Macquarie Bank Limited (US Representative Office) | United States |
| 5939070 109280819 |
Macquarie Barnett LLC | United States |
| MACQUARIE BATHURST STREET PTY LIMITED (IN LIQUIDATION) | Australia |
| R.P.M. 892390892 | Macquarie Belgium TCG SPRL | Belgium |
|---|---|---|
| HRB 232767 | Macquarie Beteiligungstreuhand GmbH | Germany |
| HRB 86921 | Macquarie Beteiligungsverwaltungs GmbH (in liquidation) | Germany |
| 657826-8 | Macquarie BFS Holdings Ltd. | Canada |
| 4708902 | MACQUARIE BIOMASS LLC | United States |
| CNPJ03.516.449/0001 | MACQUARIE BRASIL PARTICIPACOES LTDA | Brazil |
| 124071432 69344289 |
MACQUARIE B.H. PTY LTD MACQUARIE CAF USD LEASING CO NO 1 PTY LIMITED |
Australia Australia |
| 69344387 | MACQUARIE CAF USD SECURITY CO NO 1 PTY LIMITED | Australia |
| 798792-7 | Macquarie Canada Inventory Holdings Limited | Canada |
| 683412-4 | Macquarie Canada Services Ltd. | Canada |
| 793548-0 | Macquarie Canadian Infrastructure Management Limited | Canada |
| 6489800 | Macquarie Canadian Investment Holdings Ltd. | Canada |
| 2149053 | Macquarie Capital Acquisitions (Canada) Ltd. | Canada |
| 716740-7 | Macquarie Capital Acquisitions (Canada) No.2 Ltd | Canada |
| 130 342 915 | MACQUARIE CAPITAL ADVISERS CRE PTY LTD | Australia |
| 105777704 | MACQUARIE CAPITAL ALLIANCE MANAGEMENT PTY LIMITED | Australia |
| 137760822 1818250 |
MACQUARIE CAPITAL ARGENTINA PTY LTD Macquarie Capital Argentina Pty Ltd (Sucursal Argentina) |
Australia Argentina |
| 132 864 950 | MACQUARIE CAPITAL CIS HOLDINGS PTY LTD | Australia |
| 22407 | Macquarie Capital CIS Holdings Pty Ltd (Russia Branch) | Russian Federation |
| 133 664 632 | MACQUARIE CAPITAL FINANCE HOLDINGS (AUSTRALIA) PTY LIMITED | Australia |
| 127829458 | MACQUARIE CAPITAL FINANCE (AUSTRALIA) PTY LTD | Australia |
| 736 | Macquarie Capital Finance (Dubai) Limited | United Arab Emirates |
| Macquarie Capital Funding LLC | United States | |
| LP561 | MACQUARIE CAPITAL FUNDING L.P. | Jersey |
| 88464 | Macquarie Capital Funding (GP) Limited | Jersey |
| 110605724 96705109 |
MACQUARIE CAPITAL FUNDING (LP) PTY LIMITED MACQUARIE CAPITAL GROUP LIMITED |
Australia Australia |
| FC027878 | MACQUARIE CAPITAL GROUP LIMITED (UK BRANCH) | United Kingdom |
| 2149050 | Macquarie Capital Holdings (Canada) Ltd. | Canada |
| 687 | Macquarie Capital Holdings (Dubai) Limited | United Arab Emirates |
| 123199253 | MACQUARIE CAPITAL INTERNATIONAL HOLDINGS PTY LIMITED | Australia |
| 3752829 | Macquarie Capital Investment Management LLC | United States |
| 86159060 | MACQUARIE CAPITAL INVESTMENT MANAGEMENT (AUSTRALIA) LIMITED | Australia |
| 77595012 | MACQUARIE CAPITAL LOANS MANAGEMENT LIMITED | Australia |
| 565608 | Macquarie Capital Markets Canada Ltd./Marchés Financiers Macquarie Canada Ltée. |
Canada |
| Macquarie Capital Markets North America Ltd./Marchés Financiers Macquarie | ||
| 1079073 | Amérique Du Nord Ltée. | Canada |
| 803092-8 | Macquarie Capital Principal Holdings Canada Ltd | Canada |
| 128212868 | MACQUARIE CAPITAL PRODUCTS LIMITED | Australia |
| 2104407 135973 |
MACQUARIE CAPITAL PRODUCTS (NZ) LIMITED Macquarie Capital Securities Limited |
New Zealand Hong Kong |
| 110-84-02227 | MACQUARIE CAPITAL SECURITIES LIMITED (SEOUL BRANCH) | Korea, Republic of |
| 89407381 | MACQUARIE CAPITAL SECURITIES LIMITED (TAIWAN BRANCH) | Taiwan |
| 11-89592 | MACQUARIE CAPITAL SECURITIES (INDIA) PRIVATE LIMITED | India |
| MC-134609 | MACQUARIE CAPITAL SECURITIES (JAPAN) LIMITED | Cayman Islands |
| 0100-03-012063 463469-W |
MACQUARIE CAPITAL SECURITIES (JAPAN) LIMITED (TOKYO BRANCH) MACQUARIE CAPITAL SECURITIES (MALAYSIA) SDN. BHD. |
Japan Malaysia |
| 15184/2070C1/GBL | MACQUARIE CAPITAL SECURITIES (MAURITIUS) LIMITED | Mauritius |
| 180496 | Macquarie Capital Securities (Philippines) Inc. | Philippines |
| 198702912C | MACQUARIE CAPITAL SECURITIES (SINGAPORE) PTE. LIMITED | Singapore |
| 680634-1 | Macquarie Capital Specialized Financing Limited | Canada |
| 4733273 | Macquarie Capital US Acquisitions LLC | United States |
| 133 001 359 123199548 |
MACQUARIE CAPITAL WIND MANAGEMENT PTY LTD MACQUARIE CAPITAL (AUSTRALIA) LIMITED |
Australia Australia |
| 740 | Macquarie Capital (Dubai) Limited | United Arab Emirates |
| 3704031 | Macquarie Capital (Europe) Limited | United Kingdom |
| 516404-9909 | Macquarie Capital (Europe) Limited UK Filial, Sweden | Sweden |
| 34297902 | Macquarie Capital (Europe) Limited, Amsterdam Branch | Netherlands |
| 905963 | Macquarie Capital (Europe) Limited, Dublin Branch | Ireland |
| HRB 82506 478 586 167 |
Macquarie Capital (Europe) Limited, Niederlassung Deutschland Macquarie Capital (Europe) Limited, Paris Branch |
Germany France |
| 611405 | MACQUARIE CAPITAL (HONG KONG) LIMITED | Hong Kong |
| 11-90696 | Macquarie Capital (India) Private Limited | India |
| 104-81-64533 | MACQUARIE CAPITAL (KOREA) LIMITED | Korea, Republic of |
| MCM081013SY0 | MACQUARIE CAPITAL (MEXICO), S.A. de C.V. | Mexico |
| 1952567 | New Zealand | |
| MACQUARIE CAPITAL (NEW ZEALAND) LIMITED | ||
| 199704430K | MACQUARIE CAPITAL (SINGAPORE) PTE. LIMITED | Singapore |
| 2382080 4684152 |
MACQUARIE CAPITAL (USA) INC MACQUARIE CAPITOLA VILLAS INC. |
United States United States |
| 169009 | MACQUARIE CAYMAN HOLDINGS 2 CO. | Cayman Islands |
| 168347 42381 |
MACQUARIE CAYMAN HOLDINGS CO MACQUARIE CHINA RETAIL COMPANY 1 LIMITED (Former Bank Group) |
Cayman Islands Bermuda |
| Macquarie Climate Change Investments PNG Limited (In Liquidation) (Former | ||
|---|---|---|
| 1-65845 | Non-Bank Group) | Papua New Guinea |
| 15.246.175/0001-50 | Macquarie Commodities Brasil Ltda. | Brazil |
| 6863247 | Macquarie Commodities Factoring Holdings (UK) Limited | United Kingdom |
| 4662005 | MACQUARIE COMMODITIES FACTORING LLC | United States |
| 5259503 4668206 |
Macquarie Commodities Finance (UK) Limited MACQUARIE COMMODITIES FUNDING (USA) LLC |
United Kingdom United States |
| 4071304 | MACQUARIE COMMODITIES HOLDINGS (USA) LLC | United States |
| 4100974 | MACQUARIE COMMODITIES TRADING INC. | United States |
| 201016397N | MACQUARIE COMMODITIES (SINGAPORE) PTE. LIMITED | Singapore |
| SP.688/AsingP3A | MACQUARIE COMMODITIES (SINGAPORE) PTE. LIMITED, Indonesia Rep. | |
| PDN.2/9/2010 | Office | Indonesia |
| 5259474 | Macquarie Commodities (UK) Limited | United Kingdom |
| 4383511 | MACQUARIE COMMODITIES (USA) INC | United States |
| 96629471 | MACQUARIE CONCEPT BLUE PTY LTD (IN DEREGISTRATION) | Australia |
| 12-377-980/0001-25 | Macquarie Consultoria Agricola E Representacoes Ltda. | Brazil |
| 12-377-980/0001-25 4752472 |
Macquarie Consultoria Agricola E Representacoes Ltda. (Former Bank Group) Macquarie Corona Energy Holdings Limited |
Brazil United Kingdom |
| 4624506 | MACQUARIE CORPORATE AND ASSET FINANCE CONSULTING INC. | United States |
| 4618137 | MACQUARIE CORPORATE AND ASSET FINANCE HOLDINGS INC. | United States |
| 6198910 | MACQUARIE CORPORATE AND ASSET FINANCE LIMITED | Australia |
| 368580 | Macquarie Corporate and Asset Finance (Ireland) Limited | Ireland |
| 4624264 | MACQUARIE CORPORATE AND ASSET FUNDING INC. | United States |
| 8606862 | MACQUARIE CORPORATE FINANCE HOLDINGS PTY LTD | Australia |
| 8595426 | MACQUARIE CORPORATE FINANCE LIMITED | Australia |
| MACQUARIE CORPORATE FINANCE LIMITED NIEDERLASSUNG | ||
| HRB52973 | DEUTSCHLAND | Germany |
| 3835213 4552354 |
MACQUARIE COTTON INTERNATIONAL INC Macquarie CPS LLC |
United States United States |
| 129962358 | Macquarie CPS Trust | Australia |
| 5108711 | Macquarie Credit Investment Management Inc. | United States |
| MC-266242 | MACQUARIE CREDIT NEXUS FUND LIMITED | Cayman Islands |
| MC-267012 | Macquarie Credit Nexus Holdings Limited | Cayman Islands |
| MC-266243 | MACQUARIE CREDIT NEXUS MASTER FUND LIMITED | Cayman Islands |
| 4774619 | Macquarie Crop Partners GP, LLC | United States |
| 4774619 | Macquarie Crop Partners GP, LLC (Former Bank Group) | United States |
| Macquarie DD1 STA (USA) Inc. | United States | |
| 8295013 75067631 |
Macquarie DD1 (USA) Inc. MACQUARIE DEBF PTY LIMITED |
United States Australia |
| 132821580 | MACQUARIE DELTA1 FINANCE SERVICES PTY LIMITED | Australia |
| 29318190 | Macquarie Denmark Limited A/S | Denmark |
| 102607616 | MACQUARIE DEVELOPMENT CAPITAL II PTY LIMITED | Australia |
| 134474712 | MACQUARIE DEVELOPMENT CAPITAL MANAGEMENT PTY LIMITED | Australia |
| 82018399 | MACQUARIE DEVELOPMENT CAPITAL PTY LIMITED | Australia |
| 126768714 | MACQUARIE DEVELOPMENT CAPITAL (AUS) PTY LIMITED | Australia |
| 131165921 | MACQUARIE DIGGERS REST HOLDINGS PTY LIMITED (IN | Australia |
| 115402349 | MACQUARIE DIGITAL PTY LIMITED | Australia |
| 8607083 20.3.0.31.542-6 |
MACQUARIE DIRECT INVESTMENT PTY LIMITED Macquarie Distribution Finance Ltd. |
Australia Switzerland |
| 85795651 | MACQUARIE DISTRIBUTION PTY LIMITED | Australia |
| 114099795 | MACQUARIE DIVERSIFIED ASSET ADVISORY PTY LIMITED | Australia |
| 98127578 | MACQUARIE DIVERSIFIED INVESTMENTS NO 2 PTY LTD (IN | Australia |
| 98127569 | MACQUARIE DIVERSIFIED INVESTMENTS NO 3 PTY LTD (IN | Australia |
| 106197488 | MACQUARIE DYNAMIC MANAGEMENT PTY LIMITED | Australia |
| 4257710 3635201 |
MACQUARIE DYNAMIC MANAGEMENT (USA) INC MACQUARIE ELECTRONICS CONSULTING INC |
United States United States |
| 363806 | MACQUARIE ELECTRONICS LIMITED | Ireland |
| 363803 | MACQUARIE ELECTRONICS REMARKETING LIMITED | Ireland |
| Delaware #3567972 | MACQUARIE ELECTRONICS USA INC | United States |
| MACQUARIE EMERGING MARKETS ARBITRAGE TRADING PTE. LIMITED | ||
| 200408424K | (wef 20/05/2009) (Former Non-Bank Group) | Singapore |
| 200408424K | MACQUARIE EMERGING MARKETS ASIAN TRADING PTE. LIMITED | Singapore |
| MACQUARIE EMERGING MARKETS ASIAN TRADING PTE. LIMITED (Non | ||
| F18440 | Hong Kong Company) | Hong Kong |
| 143365673 | Macquarie Emerging Markets Investments Pty Ltd | Australia |
| 127185719 4708900 |
MACQUARIE EMG HOLDINGS PTY LIMITED MACQUARIE ENERGY ASSETS LLC |
Australia United States |
| 6643795 | Macquarie Energy Canada Ltd. | Canada |
| 664374-4 | Macquarie Energy Holdings Canada Ltd. | Canada |
| 122300592 | MACQUARIE ENERGY HOLDINGS PTY LTD | Australia |
| 4554443 | Macquarie Energy Investments LLC | United States |
| 2468860 | Macquarie Energy LLC | United States |
| 4023666 | MACQUARIE ENERGY NORTH AMERICA TRADING INC. | United States |
| ARSN 085 130 794 087 433 912 |
Macquarie Enhanced Australian Fixed Interest Fund MACQUARIE ENHANCED PROPERTIES SECURITIES FUND |
Australia Australia |
| 4457323 | Macquarie Equipment Finance Holdings Inc. | United States |
|---|---|---|
| 262381 | MACQUARIE EQUIPMENT FINANCE LIMITED | New Zealand |
| 421234 | Macquarie Equipment Finance Limited | Ireland |
| 605377-7 | Macquarie Equipment Finance Ltd./Macquarie Financement d'Équipement Ltée. | Canada |
| 124335593 | MACQUARIE EQUIPMENT FINANCE PTY LIMITED | Australia |
| 475730 | Macquarie Equipment Finance Services Limited | Ireland |
| 4463641 | Macquarie Equipment Finance, LLC | United States |
| 468487 | Macquarie Equipment Funding Limited | Ireland |
| 4463642 | Macquarie Equipment Funding, LLC | United States |
| Macquarie Equipment Leasing Fund Two, LLC | United States | |
| 459515-H | MACQUARIE EQUIPMENT LEASING SDN. BHD. | Malaysia |
| 112079268 | MACQUARIE EQUIPMENT RENTALS PTY LIMITED | Australia |
| MACQUARIE EQUITIES BRASIL ADMINISTRACAO DE FUNDOS E | ||
| 04.317.671/0001-31 | PARTICIPACAO LTDA | Brazil |
| WN1114218 2574923 |
MACQUARIE EQUITIES CUSTODIANS LIMITED MACQUARIE EQUITIES LIMITED |
New Zealand Australia |
| WN/1007806 | MACQUARIE EQUITIES NEW ZEALAND LIMITED | New Zealand |
| 485394 | MACQUARIE EQUITIES (ASIA) LIMITED | Hong Kong |
| 63906392 | MACQUARIE EQUITIES (US) HOLDINGS PTY. LIMITED | Australia |
| 1374572 | MACQUARIE EQUITY CAPITAL MARKETS PTY LIMITED | Australia |
| 6294706 | Macquarie Equity Products (UK) Limited | United Kingdom |
| 4714085 | MACQUARIE ESPRIT INC. | United States |
| 7713808 | Macquarie Euro Limited | United Kingdom |
| MC268820 | Macquarie European Alpha Master Fund | Cayman Islands |
| 114801464 | MACQUARIE EUROPEAN FINANCIAL INVESTMENTS PTY LTD | Australia |
| 78771123 | MACQUARIE EUROPEAN HOLDINGS PTY LIMITED | Australia |
| MACQUARIE EUROPEAN HOLDINGS PTY LIMITED (NON HONG KONG | ||
| F15820 | COMPANY) | Hong Kong |
| 6146573 | Macquarie European Investment Holdings Limited | United Kingdom |
| 6863307 | Macquarie Factoring Finance (UK) Limited | United Kingdom |
| 6863285 | Macquarie Factoring (UK) Limited | United Kingdom |
| 116582524 | MACQUARIE FARM ASSETS AND RESOURCES MANAGEMENT LIMITED | Australia |
| 122169304 | Macquarie Farm Services Limited | Australia |
| 122169304 | Macquarie Farm Services Limited (Former Bank Group) | Australia |
| Macquarie Fastracks Holdings LLC | United States | |
| Macquarie FG Holdings Inc. | United States | |
| 6855383 | Macquarie FICC (UK) Limited | United Kingdom |
| 132 573 436 | MACQUARIE FIEX INVESTMENT PTY LIMITED | Australia |
| 118817440 106-81-94256 |
MACQUARIE FINANCE HOLDINGS LIMITED MACQUARIE FINANCE KOREA CO., LTD. |
Australia Korea, Republic of |
| 1214964 | MACQUARIE FINANCE LIMITED | Australia |
| U65999MH2009PTC190863 | MACQUARIE FINANCE (INDIA) PRIVATE LIMITED | India |
| U65999MH2009PTC190863 | MACQUARIE FINANCE (INDIA) PRIVATE LIMITED (Former Non-Bank Group) | India |
| 1065067 | MACQUARIE FINANCE (NZ) LIMITED | New Zealand |
| 124071398 | MACQUARIE FINANCIAL HOLDINGS LIMITED | Australia |
| F15819 | MACQUARIE FINANCIAL HOLDINGS LIMITED (NON HONG KONG | Hong Kong |
| 4551158 | Macquarie Financial Holdings (USA) LLC | United States |
| 4228146 | Macquarie Financial Ltd./Financiere Macquarie Ltee. | Canada |
| 95135694 | MACQUARIE FINANCIAL PRODUCTS MANAGEMENT LIMITED | Australia |
| 128948498 | MACQUARIE FINANCIAL SERVICES HOLDINGS PTY LIMITED | Australia |
| 200800950C | MACQUARIE FINANCIAL SERVICES (ASIA) PTE. LIMITED | Singapore |
| 2007/030612/07 | Macquarie Financial Trustees (Proprietary) Limited | South Africa |
| MACQUARIE FIXED INCOME CURRENCIES AND COMMODITIES | ||
| 200813631K | (SINGAPORE) PTE. LIMITED | Singapore |
| 69344154 | MACQUARIE FLEET LEASING PTY LIMITED | Australia |
| ARSN 129 962 189 93752946 |
MACQUARIE FLEXI 100 TRUST MACQUARIE FORESTRY SERVICES PTY LIMITED |
Australia Australia |
| 113113214 | MACQUARIE FORTRESS INVESTMENTS LIMITED | Australia |
| 481 104 479 R.C.S. Paris | Macquarie France SARL | France |
| 127735960 | Macquarie Fund Advisers Pty Limited | Australia |
| B143751 | Macquarie Fund Solutions | Luxembourg |
| Macquarie Fund Solutions - Macquarie Emerging Markets Infrastructure | ||
| Securities Fund | Luxembourg | |
| 4240236 | MACQUARIE FUNDING HOLDINGS INC | United States |
| 6581935 | Macquarie Funding Inc. | Canada |
| LP00000352 | MACQUARIE FUNDING LIMITED PARTNERSHIP | Australia |
| BC0847563 | Macquarie Funding (B.C.) Inc. | Canada |
| 113054569 | MACQUARIE FUNDS HEDGING PTY LTD | Australia |
| 93177407 | MACQUARIE FUNDS MANAGEMENT HOLDINGS PTY LIMITED | Australia |
| 724745 | MACQUARIE FUNDS MANAGEMENT HONG KONG LIMITED | Hong Kong |
| 6880217 | MACQUARIE FUNDS MANAGEMENT PTY LIMITED | Australia |
| 177751 | MACQUARIE FUNDS MANAGEMENT SPC | Cayman Islands |
| MACQUARIE FUNDS MANAGEMENT (USA) INC. | United States | |
| 4088350 | Macquarie Futures USA LLC | United States |
| 170076 | MACQUARIE FUTURES & OPTIONS (HONG KONG) LIMITED | Hong Kong |
| 111631 | MACQUARIE FUTURES (ASIA) LIMITED | Hong Kong |
|---|---|---|
| 137072112 | MACQUARIE FX INVESTMENTS PTY LTD | Australia |
| 128219330 | MACQUARIE GCUH HOLDINGS PTY LIMITED | Australia |
| Macquarie Generation Management II, Inc. | United States | |
| Macquarie Generation Management I, Inc. | United States | |
| HRB 82733 | Macquarie Germany Holdings GmbH | Germany |
| B142903 | Macquarie Germany Holdings GmbH & Cies S.E.N.C. | Luxembourg |
| MACQUARIE GLOBAL DEBT INVESTMENTS NO.1 PTY LIMITED (IN | ||
| 84388947 | LIQUIDATION) | Australia |
| MACQUARIE GLOBAL DEBT INVESTMENTS NO.2 PTY LIMITED (IN | ||
| 75176779 | LIQUIDATION) | Australia |
| 068897C1/GBL | MACQUARIE GLOBAL FINANCE SERVICES (MAURITIUS) LIMITED | Mauritius |
| 5259497 | Macquarie Global Investments (UK) Limited | United Kingdom |
| Macquarie Global Multi Events Segregated Portfolio | Cayman Islands | |
| 194165 | MACQUARIE GLOBAL OPPORTUNITIES PARTNERS GP LTD | Cayman Islands |
| 131661697 | MACQUARIE GLOBAL OPPORTUNITIES PARTNERS INVESTMENT PTY | Australia |
| 4332814 | Macquarie Global Opportunities Partners LLC | United States |
| 168982 | MACQUARIE GLOBAL SERVICES PRIVATE LIMITED | India |
| 134 225 817 | MACQUARIE GLOBAL SOVEREIGN BOND FUND | Australia |
| 5488013 | Macquarie GP Limited | United Kingdom |
| 5718600 | Macquarie GP2 Limited | United Kingdom |
| 1952566 | MACQUARIE GROUP HOLDINGS NEW ZEALAND LIMITED | New Zealand |
| 124071478 200412291W |
MACQUARIE GROUP HOLDINGS NO.3 PTY LTD MACQUARIE GROUP HOLDINGS (SINGAPORE) PTE. LIMITED |
Australia Singapore |
| 6357992 | Macquarie Group Holdings (UK) No.1 Limited | United Kingdom |
| 6357999 | Macquarie Group Holdings (UK) No.2 Limited | United Kingdom |
| 7032532 | Macquarie Group Holdings (UK) No.4 Limited | United Kingdom |
| 7438584 | Macquarie Group Investments (UK) No.2 Limited | United Kingdom |
| 122169279 | MACQUARIE GROUP LIMITED | Australia |
| 245979 | MACQUARIE GROUP NEW ZEALAND LIMITED | New Zealand |
| 116467031 | MACQUARIE GROUP SERVICES AUSTRALIA PTY LTD | Australia |
| FC027877 | MACQUARIE GROUP SERVICES AUSTRALIA PTY LTD (UK BRANCH) | United Kingdom |
| 124071389 | MACQUARIE GROUP (US) HOLDINGS NO.1 PTY LTD | Australia |
| Macquarie HiTIP Management I, Inc. | United States | |
| not registered | MACQUARIE HOLDINGS TRUST | Australia |
| 728003-3 | Macquarie Holdings (Canada) Ltd | Canada |
| MHM08101318A | MACQUARIE HOLDINGS (MEXICO), S.A. DE C.V. | Mexico |
| 200703280D | MACQUARIE HOLDINGS (SINGAPORE) PTE. LTD. | Singapore |
| 6309919 | Macquarie Holdings (UK) No.1 Limited | United Kingdom |
| 2428034 | MACQUARIE HOLDINGS (U.S.A.) INC. | United States |
| MC-199805 | Macquarie Hong Kong Finance Limited | Cayman Islands |
| 133001751 | MACQUARIE I A RETURNS PTY LIMITED | Australia |
| 3075842 | MACQUARIE INC | United States |
| ARSN 113 844 410 | MACQUARIE INDEX LINKED PROPERTY SECURITIES FUND | Australia |
| 58341C1/GBL | MACQUARIE INDIA HOLDINGS LIMITED | Mauritius |
| MACQUARIE INDIA INFRASTRUCTURE MANAGEMENT HOLDINGS PTE. | ||
| 200823500E | LIMITED | Singapore |
| 130542924 | MACQUARIE INDIA PROPERTIES PTY LIMITED | Australia |
| 130542924 | MACQUARIE INDIA PROPERTIES PTY LIMITED (Former Bank Group) | Australia |
| 58340C2/GBL | MACQUARIE INDIAN AIRPORTS TWO LIMITED | Mauritius |
| 71501918 | MACQUARIE INDONESIA HOLDINGS PTY LIMITED | Australia |
| C41803 | MACQUARIE INDUSTRIAL INVESTMENTS MALTA LIMITED | Malta |
| 418159-0 | Macquarie Infrastructure and Real Assets Canada Ltd. | Canada |
| 4346793 | Macquarie Infrastructure and Real Assets Inc. | United States |
| MCF090729QX6 | Macquarie Infrastructure and Real Assets México, S.A. de C.V. | Mexico |
| 84828437 | Macquarie Infrastructure and Real Assets Pty Limited | Australia |
| B138295 | Macquarie Infrastructure and Real Assets SA | Luxembourg |
| 135007199 | MACQUARIE INFRASTRUCTURE AND REAL ASSETS TRUST | Australia |
| 744 | Macquarie Infrastructure and Real Assets (Dubai) Limited | United Arab Emirates |
| 3976881 | Macquarie Infrastructure and Real Assets (Europe) Limited | United Kingdom |
| Macquarie Infrastructure and Real Assets (Europe) Limited (Spain) | Spain | |
| 499 798 742 | Macquarie Infrastructure and Real Assets (Europe) Limited, Paris Branch | France |
| 623285 | Macquarie Infrastructure and Real Assets (Hong Kong) Limited | Hong Kong |
| 784370-4 | Macquarie Infrastructure and Real Assets (Sales) Canada Ltd | Canada |
| MACQUARIE INFRASTRUCTURE AND REAL ASSETS (SINGAPORE) PTE. | ||
| 200513362E 74311390 |
LIMITED MACQUARIE INFRASTRUCTURE FUNDS MANAGEMENT PTY LIMITED |
Singapore Australia |
| 5755862 | Macquarie Infrastructure GP Limited | United Kingdom |
| CH-170.3.028.960-5/ | MACQUARIE INFRASTRUCTURE HOLDINGS AG (in liquidation) | Switzerland |
| 112772871 | MACQUARIE INFRASTRUCTURE MANAGEMENT (ASIA) PTY LIMITED | Australia |
| MACQUARIE INFRASTRUCTURE MANAGEMENT (ASIA) PTY LIMITED - | ||
| T06FC6823A | SINGAPORE BRANCH | Singapore |
| 3707788 | MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC | United States |
| 72677993 4339673 |
MACQUARIE INFRASTRUCTURE NO.2 PTY LIMITED (IN LIQUIDATION) Macquarie Infrastructure Partners Canada GP Ltd. |
Australia Canada |
| 6372304 | Macquarie Infrastructure Partners II GP LLC | United States |
| 4088348 | MACQUARIE INFRASTRUCTURE PARTNERS INC | United States |
|---|---|---|
| 4106439 | Macquarie Infrastructure Partners U.S. GP LLC | United States |
| 46726 | Macquarie Infrastructure Philippines Limited | Bermuda |
| 29003 | MACQUARIE INFRASTRUCTURE PRIVATE TRUSTEE COMPANY LIMITED | Bermuda |
| 72652736 | MACQUARIE INFRASTRUCTURE PTY LIMITED (IN LIQUIDATION) | Australia |
| 41533 | MACQUARIE INFRASTRUCTURE REINSURANCE COMPANY LIMITED | Bermuda |
| 1460256 | Macquarie Insurance Services Ltd./Services D'Assurances Macquarie Ltée | Canada |
| 129 526 272 | MACQUARIE INSURANCE SOLUTIONS (BROKER) PTY LTD | Australia |
| 200505701K | MACQUARIE INSURANCE (SINGAPORE) PTE. LTD. | Singapore |
| 117787C | Macquarie International Advisory Limited | Isle of Man |
| 92985263 | MACQUARIE INTERNATIONAL FINANCE LIMITED | Australia |
| 4125302 | Macquarie International Holdings Limited | United Kingdom |
| MACQUARIE INTERNATIONAL HOUSING AND LAND CONSULTING | ||
| 310000400294785 (Jing An) | (SHANGHAI) COMPANY LIMITED | China |
| MACQUARIE INTERNATIONAL HOUSING AND LAND CONSULTING | ||
| 310000400294785 (Jing An) | (SHANGHAI) COMPANY LIMITED (Former Bank Group) | China |
| 108590996 | MACQUARIE INTERNATIONAL INVESTMENTS PTY LIMITED | Australia |
| 1802574 | Macquarie International Limited | United Kingdom |
| F11422 | MACQUARIE INTERNATIONAL LIMITED (NON HONG KONG COMPANY) | Hong Kong |
| 169002 | MACQUARIE INTERNATIONAL NEW YORK PARKING CO | Cayman Islands |
| 169050 | MACQUARIE INTERNATIONAL SC INVESTMENTS CO | Cayman Islands |
| 502151 | Macquarie International Services Limited | Hong Kong |
| MACQUARIE INTERNATIONAL SMALL CAP ROADS CO. (In Liquidation) | Cayman Islands | |
| 4957256 | Macquarie Internationale Investments Limited | United Kingdom |
| 1.1E+14 | MACQUARIE INVESTMENT ADVISORY (BEIJING) CO LTD | China |
| 122939600 | MACQUARIE INVESTMENT HOLDINGS LIMITED | Australia |
| 112017919 | MACQUARIE INVESTMENT HOLDINGS NO.2 PTY LIMITED | Australia |
| FN 171881 t | Macquarie Investment Management Austria Kapitalanlage AG | Austria |
| 2867003 | MACQUARIE INVESTMENT MANAGEMENT LTD | Australia |
| B108283 | MACQUARIE INVESTMENT MANAGEMENT S.à r.l. | Luxembourg |
| FN 350922 m | Macquarie Investment Management (Austria) GmbH | Austria |
| 41471 | MACQUARIE INVESTMENT MANAGEMENT (BERMUDA) LIMITED | Bermuda |
| WN1114216 | MACQUARIE INVESTMENT MANAGEMENT (NZ) LIMITED | New Zealand |
| 71745401 | MACQUARIE INVESTMENT SERVICES LIMITED | Australia |
| not registered | MACQUARIE INVESTMENT TRUST | Australia |
| 36631 | MACQUARIE INVESTMENT (HONG KONG) LIMITED | Hong Kong |
| 5582630 | Macquarie Investments 1 Limited | United Kingdom |
| 5708696 | Macquarie Investments 2 Limited | United Kingdom |
| 7012592 | Macquarie Investments 3 Limited | United Kingdom |
| 69416977 | MACQUARIE INVESTMENTS AUSTRALIA PTY LIMITED | Australia |
| HRB 74953 | Macquarie Investments Deutschland GmbH | Germany |
| 4092888 | Macquarie Investments LLC | United States |
| Macquarie Investments US Inc. | United States | |
| 2009/012283/07 | Macquarie Investments (Proprietary) Limited | South Africa |
| WK-133809 | MACQUARIE INVESTMENTS (SINGAPORE) LIMITED | Cayman Islands |
| 4104671 | Macquarie Investments (UK) Limited | United Kingdom |
| 6373185 | Macquarie Investor Products (UK) Limited | United Kingdom |
| 119211433 | MACQUARIE INVESTORS PTY LTD | Australia |
| 459515-H | MACQUARIE IT SDN BHD (Former Non-Bank Group) | Malaysia |
| 107147222 | MACQUARIE JAPAN INFRASTRUCTURE NO.1 PTY LIMITED | Australia |
| MACQUARIE JAPAN INFRASTRUCTURE NO.1 PTY LIMITED (JAPAN | ||
| 0100-03-012002 | BRANCH) | Japan |
| 107147188 | MACQUARIE JAPAN INFRASTRUCTURE NO.2 PTY LIMITED | Australia |
| MACQUARIE JAPAN INFRASTRUCTURE NO.2 PTY LIMITED (JAPAN | ||
| 0100-03-011932 | BRANCH) | Japan |
| 117560282 | MACQUARIE JAPAN INFRASTRUCTURE NO.3 PTY LIMITED | Australia |
| 117560415 | MACQUARIE JAPAN INFRASTRUCTURE NO.4 PTY LIMITED | Australia |
| MACQUARIE JAPAN INFRASTRUCTURE NO.4 PTY LIMITED (JAPAN | ||
| 0100-03-012591 | BRANCH) | Japan |
| 119106053 | MACQUARIE JAQUES PTY LIMITED (IN DEREGISTRATION) | Australia |
| 110990184 | MACQUARIE JIN LIN PTY LIMITED | Australia |
| 122774289 | MACQUARIE KEMBLE WATER HOLDINGS PTY LTD | Australia |
| 128743822 | MACQUARIE KEYAKIZAKA HOLDINGS PTY LIMITED | Australia |
| 104-81-76330 | MACQUARIE KOREA ASSET MANAGEMENT CO., LTD. | Korea, Republic of |
| 104-81-95716 | MACQUARIE KOREA OPPORTUNITIES MANAGEMENT, LTD. | Korea, Republic of |
| 104-81-95716 | MACQUARIE KOREA OPPORTUNITIES MANAGEMENT, LTD. | Korea, Republic of |
| 110356968 | MACQUARIE LAH PTY LIMITED | Australia |
| 5867292 | Macquarie Leasing Limited | United Kingdom |
| 2675032 | MACQUARIE LEASING NSW PTY. LIMITED | Australia |
| 2674982 | MACQUARIE LEASING PTY. LIMITED | Australia |
| 1E+14 | MACQUARIE LEASING (CHINA) CO LIMITED | China |
| 2997799 | Macquarie Leasing (UK) Limited | United Kingdom |
| 2574914 | MACQUARIE LEISURE SERVICES PTY LIMITED | Australia |
| OC363068 | Macquarie Lending & Investment Partners LLP | United Kingdom |
| 4708903 | MACQUARIE LG BIOMASS LLC | United States |
| 3963773 | MACQUARIE LIFE LIMITED | Australia |
| HRB 74075 | MACQUARIE MACAU HOLDINGS PTY LIMITED (IN DEREGISTRATION) | Australia |
|---|---|---|
| Macquarie Management GmbH | Germany | |
| 099 813 028 | MACQUARIE MASTER GEARED GROWTH FUND | Australia |
| 090 079 413 | MACQUARIE MASTER SMALL COMPANIES FUND | Australia |
| 51142C1/GBL | MACQUARIE MAURITIUS INVESTMENTS LIMITED | Mauritius |
| 133000987 2264114 |
MACQUARIE MDW INVESTMENTS PTY LTD Macquarie MEAP Holding Ltd. |
Australia Canada |
| 108538218 | MACQUARIE MEDIA FUND MANAGEMENT PTY LIMITED | Australia |
| 639997-5 | Macquarie Metals and Energy Capital (Canada) Ltd. | Canada |
| 4921203 | Macquarie Meters 1 (UK) Limited | United Kingdom |
| 4920378 | Macquarie Meters 2 (UK) Limited | United Kingdom |
| 7361419 | Macquarie Meters 3 (UK) Limited | United Kingdom |
| 1344888 | Macquarie Meters 4 Limited | Hong Kong |
| Not Applicable | MACQUARIE MEXICO INFRASTRUCTURE MANAGEMENT, S.A. DE C.V. | Mexico |
| 477795 4508971 |
Macquarie Mexico Real Estate Management, S.A. de C.V. MACQUARIE MICROSTAR HOLDINGS INC |
Mexico United States |
| 95180564 | MACQUARIE MIDDLE EAST HOLDINGS PTY LIMITED | Australia |
| 115524028 | MACQUARIE MIDDLE EAST MANAGEMENT LIMITED | Australia |
| 130225222 | MACQUARIE MIP II INVESTMENT PTY LIMITED | Australia |
| Macquarie MLH, LLC | United States | |
| 117033431 | MACQUARIE MOORE STREET PTY LIMITED (IN DEREGISTRATION) | Australia |
| 120070788 | MACQUARIE MORTGAGES CANADA HOLDINGS PTY LIMITED | Australia |
| MACQUARIE MORTGAGES FUNDING TRUST 2007-1 | United States | |
| 57760175 | MACQUARIE MORTGAGES PTY LIMITED | Australia |
| 010473862-3438695 4627119 |
MACQUARIE MORTGAGES USA INC MACQUARIE NB US HOLDINGS INC. |
United States United States |
| 200404077D | MACQUARIE NE HOLDINGS (SINGAPORE) PTE. LIMITED | Singapore |
| 6798497 | Macquarie New World Gaming Canada Ltd. | Canada |
| N/A | Macquarie New World Gaming Partnership | Canada |
| 334868 | MACQUARIE NEW ZEALAND LIMITED | New Zealand |
| Macquarie NM Management II, Inc. | United States | |
| Macquarie NM Management I, Inc | United States | |
| 123851436 | MACQUARIE NOOSA PTY LTD | Australia |
| 3481018 107464620 |
Macquarie North America Ltd. MACQUARIE NOTE INVESTMENTS PTY LIMITED |
Canada Australia |
| 8595711 | MACQUARIE NZ HOLDINGS PTY LIMITED | Australia |
| 30414 | MACQUARIE OFFSHORE MASTER FUND LIMITED | Bermuda |
| 129 590 576 | MACQUARIE OFFSHORE SERVICES PTY LTD | Australia |
| FS200805155 | Macquarie Offshore Services Pty Ltd - Philippine Branch | Philippines |
| 4207954 | MACQUARIE OIL AND GAS HOLDINGS INC | United States |
| 770975-7 | Macquarie Oil Services Canada Ltd | Canada |
| OF2150 | MACQUARIE ONE LIMITED Macquarie One LLC |
United Arab Emirates United States |
| MACQUARIE OPTIONS PTY. LIMITED | ||
| 2934705 | Macquarie PA TAP Management I, Inc. | Australia United States |
| 111494172 | MACQUARIE PARTNERSHIP FINANCE CO PTY LIMITED | Australia |
| MACQUARIE PARTNERSHIP INVESTMENT HOLDINGS PTY LIMITED (IN | ||
| 107464264 | LIQUIDATION) | Australia |
| 115251619 | MACQUARIE PAYMENTS INFRASTRUCTURE HOLDINGS PTY LIMITED | Australia |
| 6349353 115622449 |
MACQUARIE PETERBOROUGH HOSPITAL INVESTMENTS LIMITED MACQUARIE PIB PROJECT CO A PTY LIMITED |
United Kingdom Australia |
| 115622458 | MACQUARIE PIB PROJECT CO B PTY LIMITED | Australia |
| Macquarie Platinum Katella Inc. | United States | |
| 8327852 | Macquarie PMI LLC | United States |
| Macquarie PMI Manager LLC | United States | |
| 4768433 | Macquarie Poinsettia Inc. | United States |
| MACQUARIE PORTFOLIO INVESTMENTS NO.1 PTY LIMITED (IN | ||
| 107464586 | LIQUIDATION) MACQUARIE PORTFOLIO INVESTMENTS NO.2 PTY LIMITED (IN |
Australia |
| 107464540 | LIQUIDATION) | Australia |
| 4235312 | Macquarie Power Management Ltd. | Canada |
| 133 273 426 | MACQUARIE PRECISION MARKETING PTY LTD | Australia |
| 0100-01-119544 | MACQUARIE PRECISION MARKETING (JAPAN) LIMITED | Japan |
| MACQUARIE PRECISION MARKETING (JAPAN) LIMITED (Former Non-Bank | ||
| 0199-01-119544 | Group) | Japan |
| 112561501 200703284G |
MACQUARIE PRINCIPAL PTY LIMITED MACQUARIE PRINCIPAL (SINGAPORE) PTE. LTD. |
Australia Singapore |
| 82038328 | MACQUARIE PRISM PTY LIMITED | Australia |
| 116782006 | MACQUARIE PRIVATE CAPITAL MANAGEMENT LIMITED | Australia |
| B162599 | Macquarie Private Markets Fund GP S.à r.l | Luxembourg |
| B162637 | Macquarie Private Markets Fund S.C.A., SICAV-FIS | Luxembourg |
| 89987388 | MACQUARIE PRIVATE PORTFOLIO MANAGEMENT LIMITED | Australia |
| 1405135 | Macquarie Private Wealth Corp./Gestion Privee Macquarie Corp. | Canada |
| 1745409 74453393 |
Macquarie Private Wealth Inc./Gestion Privee Macquarie Inc. MACQUARIE PROJECT FINANCE PTY LIMITED |
Canada Australia |
| 65678962 | MACQUARIE PROPERTY INTERNATIONAL PTY LIMITED | Australia |
|---|---|---|
| MACQUARIE PROPERTY INVESTMENT MANAGEMENT HOLDINGS PTY | ||
| 88772203 | LIMITED | Australia |
| 64904169 | MACQUARIE PROPERTY (OBU) PTY LIMITED | Australia |
| 142 083 092 | MACQUARIE RADAR HOLDINGS PTY LIMITED | Australia |
| 730170-7 | Macquarie Rail Canada Limited | Canada |
| 4039167 | MACQUARIE RAIL INC. | United States |
| 4484981 115220123 |
MACQUARIE RAIL MANAGEMENT LLC MACQUARIE READING PTY LIMITED |
United States Australia |
| 4504560 | MACQUARIE REAL ESTATE ADVISORY SERVICES LLC | United States |
| 623285 | MACQUARIE REAL ESTATE ASIA LIMITED (Former Bank Group) | Hong Kong |
| 0199-01-089825 | Macquarie Real Estate Capital KK (Former Bank Group) | Japan |
| 130364699 | MACQUARIE REAL ESTATE DEVELOPMENT CAPITAL (AUS) PTY LIMITED | Australia |
| 3455302 | MACQUARIE REAL ESTATE FINANCE INC | United States |
| 2920528 | MACQUARIE REAL ESTATE INC | United States |
| 6421191 | Macquarie Real Estate Investments Europe Limited | United Kingdom |
| 104-81-74725 | MACQUARIE REAL ESTATE KOREA LIMITED (Former Bank Group) | Korea, Republic of |
| 104-81-74725 | MACQUARIE REAL ESTATE KOREA LTD. | Korea, Republic of |
| HRB 86922 4454539 |
Macquarie Real Invest GmbH (in liquidation) MACQUARIE RENEWABLE ENERGY INC |
Germany United States |
| 112147350 | MACQUARIE RENEWABLES HOLDINGS PTY LIMITED | Australia |
| 125098179 | MACQUARIE RESIDENTIAL MANAGEMENT PTY LTD | Australia |
| MACQUARIE RESIDENTIAL TRUST | Australia | |
| 125098339 | MACQUARIE RESIDENTIAL (STATE) MANAGEMENT PTY LTD | Australia |
| 672846-4 | Macquarie Resource Capital Canada Ltd. | Canada |
| 130 224 949 | MACQUARIE RESOURCES INVESTMENT MANAGEMENT PTY LIMITED | Australia |
| 7055620 | Macquarie Restorations Limited | United Kingdom |
| 998584 | Macquarie Retail Management (Asia) Limited | Hong Kong |
| 1273174 | MACQUARIE RETAIL REAL ESTATE MANAGEMENT LIMITED MACQUARIE RETAIL REAL ESTATE MANAGEMENT LIMITED (Former Bank |
Hong Kong |
| 1273174 | Group) | Hong Kong |
| 63267032 | MACQUARIE SCIENCE HOLDINGS PTY LIMITED (IN DEREGISTRATION) | Australia |
| 728007-6 | Macquarie Securities Financing Ltd (Canada) | Canada |
| 104-81-99444 | MACQUARIE SECURITIES KOREA LIMITED | Korea, Republic of |
| 3435443 | MACQUARIE SECURITIES MANAGEMENT PTY LIMITED | Australia |
| 2006/023546/07 | MACQUARIE SECURITIES SOUTH AFRICA (PROPRIETARY) LIMITED | South Africa |
| 2832126 | MACQUARIE SECURITIES (AUSTRALIA) LIMITED | Australia |
| 3.10001E+14 | MACQUARIE SECURITIES (AUSTRALIA) LIMITED SHANGHAI REPRESENTATIVE OFFICE |
China |
| 1748511 | MACQUARIE SECURITIES (NZ) LIMITED | New Zealand |
| 1.05539E+11 | MACQUARIE SECURITIES (THAILAND) LIMITED | Thailand |
| 7283920 | Macquarie Securities (UK) Limited | United Kingdom |
| 3297336 | MACQUARIE SECURITISATION LIMITED | Australia |
| 641342 | MACQUARIE SECURITISATION (HONG KONG) LIMITED | Hong Kong |
| 75289002 010473862-3438695 |
MACQUARIE SECURITISATION (OBU) PTY LIMITED Macquarie Securitization USA LLC |
Australia United States |
| 496224 | MACQUARIE SERVICES (HONG KONG) LIMITED | Hong Kong |
| MSM081013GR9 | Macquarie Services (Mexico), S.A. de C.V. | Mexico |
| Macquarie Services (USA) Partners | United States | |
| 11.988.470/001-21 | Macquarie Servicos Agricolas Limitada | Brazil |
| 11.988.470/001-21 | Macquarie Servicos Agricolas Limitada (Former Bank Group) | Brazil |
| 125336101 127761871 |
MACQUARIE SHENTON PTY LIMITED MACQUARIE SHEP INVESTMENTS PTY LIMITED |
Australia Australia |
| Macquarie Sierra Investment Holdings Inc. | United States | |
| 75295608 | MACQUARIE SPECIALISED ASSET MANAGEMENT 2 LIMITED | Australia |
| 87382965 | MACQUARIE SPECIALISED ASSET MANAGEMENT LIMITED | Australia |
| EC#39329 | MACQUARIE SPECIALISED ASSET MANAGEMENT (BERMUDA) LIMITED | Bermuda |
| 125 574 389 | MACQUARIE SPECIALIST INVESTMENTS LENDING LIMITED Macquarie Storage Investments Inc. |
Australia United States |
| MACQUARIE STRUCTURED AND SPECIALIST INVESTMENTS HOLDINGS | ||
| 86587635 | PTY LIMITED | Australia |
| 8607074 | MACQUARIE STRUCTURED PRODUCTS AUSTRALIA PTY LIMITED | Australia |
| HRB 87430 | Macquarie Structured Products (Europe) GmbH | Germany |
| 65747417 | MACQUARIE STRUCTURED PRODUCTS (INTERNATIONAL) LIMITED | Australia |
| 2009/012427/10 | Macquarie Structured Products (International) Limited (Registered as an external Company in South Africa) |
South Africa |
| 489855 | Macquarie Structured Securities (Europe) Public Limited Company | Ireland |
| 8607038 | MACQUARIE SWAN STREET PTY LIMITED | Australia |
| 92034403 | MACQUARIE SYNDICATE MANAGEMENT PTY LTD (Former Bank Group) | Australia |
| 92034485 | MACQUARIE SYNDICATE NOMINEE PTY LTD (IN DEREGISTRATION) | Australia |
| 65309033 | MACQUARIE SYNDICATION (NO.12) PTY LIMITED | Australia |
| 4668277 392769-T |
MACQUARIE TCG (USA) LLC MACQUARIE TECHNOLOGIES (M) SDN BHD |
United States Malaysia |
| 392769-T | MACQUARIE TECHNOLOGIES (M) SDN BHD (Former Non-Bank Group) | Malaysia |
| C41050 | MACQUARIE TECHNOLOGY HOLDINGS (MALTA) LIMITED | Malta |
| 80218846 | MACQUARIE TECHNOLOGY INVESTMENTS LIMITED | Australia |
| 680639-2 | Macquarie Technology Services (Canada) Ltd. | Canada |
|---|---|---|
| 680639-2 | Macquarie Technology Services (Canada) Ltd. (Former Non-Bank Group) | Canada |
| 80472751 | MACQUARIE TECHNOLOGY VENTURES PTY LTD | Australia |
| 8606906 | MACQUARIE THIRTY-THIRD AVIATION LEASING PTY. LIMITED | Australia |
| Macquarie Townsend LLC | United States | |
| 4598172 | MACQUARIE TRADING HOLDINGS INC. | United States |
| 4240237 | MACQUARIE TRADING SERVICES INC | United States |
| 28999 | MACQUARIE TREASURY MANAGEMENT LTD. | Bermuda |
| HRB 76979 | Macquarie Treuvermoegen GmbH | Germany |
| ARSN 103 324 821 | MACQUARIE TRUE INDEX AUSTRALIAN SHARE FUND | Australia |
| ARSN 118 888 547 | MACQUARIE TRUE INDEX CASH FUND | Australia |
| ARSN 093 394 793 | MACQUARIE TRUE INDEX FIXED INTEREST | Australia |
| ARSN 099 117 558 | MACQUARIE TRUE INDEX GLOBAL BOND FUND | Australia |
| 134 225 915 | MACQUARIE TRUE INDEX GLOBAL INFRASTRUCTURE SECURITIES FUND | Australia |
| 121530041 | MACQUARIE TRUE INDEX INTERNATIONAL EQUITIES FUND | Australia |
| ARSN 093 394 515 | MACQUARIE TRUE INDEX LISTED PROPERTY | Australia |
| 6697750 | Macquarie Trustees Limited (in strike off) | United Kingdom |
| 2007/035961/07 | Macquarie Trustees South Africa (Proprietary) Limited | South Africa |
| 8607109 | MACQUARIE TWENTIETH AVIATION LEASING PTY. LIMITED | Australia |
| 2579363 | Macquarie UK Holdings Limited | United Kingdom |
| 115219988 | MACQUARIE UK PROPERTY MANAGEMENT PTY LIMITED | Australia |
| Macquarie US Trading LLC | United States | |
| 261723 | MACQUARIE VEHICLES (NZ) LIMITED | New Zealand |
| 4517192 | Macquarie Veridian Cove Inc. | United States |
| HRB 232580 | Macquarie Verwaltungs GmbH | Germany |
| 4474070 | Macquarie Water Heater Rentals Holdings 2 LLC | United States |
| 4370515 | Macquarie Water Heater Rentals Holdings LLC | United States |
| 4370511 | Macquarie Water Heater Rentals LLC | United States |
| 4684158 | MACQUARIE WATERFRONT PEARL INC. | United States |
| 213181 | Macquarie Zhaopin Holdings Limited | Cayman Islands |
| 198500776M | MACQUARIE (ASIA) PTE LTD. | Singapore |
| 27230949 | MACQUARIE (ASIA) PTE LTD. TAIWAN BRANCH | Taiwan |
| 119105896 | MACQUARIE (COLEMANS) PTY LIMITED | Australia |
| 6612064 | Macquarie (Europe) Nominees Limited | United Kingdom |
| 200228 | MACQUARIE (HK) FINANCIAL SERVICES LIMITED | Hong Kong |
| 0100-01-068766 | MACQUARIE (JAPAN) LIMITED | Japan |
| SC280388 | Macquarie (Scotland) GP Limited | United Kingdom |
| 127762038 | MACQUARIE (STUD ROAD) PTY LIMITED | Australia |
| 6287793 | Macquarie (UK) Group Services Limited | United Kingdom |
| 6010500 | MAIL HOLDINGS PTY LIMITED | Australia |
| 66195 | MALL Jet Partners LDC | Cayman Islands |
| 86503 | MALL Partners II Limited | Cayman Islands |
| CR-93169 | MALL Partners III Limited | Cayman Islands |
| 66690 | MALL Partners I, LDC | Cayman Islands |
| 54786 | MALL/CL Air Leasing Cooperative Association | (Netherlands Antilles) |
| MAP HOLDING TRUST | Australia | |
| MC-257951 | MAP II GP Limited | Cayman Islands |
| 90975456 | MARGIN LENDING NOMINEES PTY LIMITED | Australia |
| 500773510 RCS Paris | MASA (France) SARL | France |
| 500773726 RCS Paris | MASB (France) SARL | France |
| 509 298 634 RCS Paris | MASC (France) SARL | France |
| 446197 | MASL Ireland (10) Limited | Ireland |
| 446196 | MASL Ireland (11) Limited | Ireland |
| 446195 | MASL Ireland (12) Limited | Ireland |
| 446206 | MASL Ireland (13) Limited | Ireland |
| 446207 | MASL Ireland (14) Limited | Ireland |
| 446210 | MASL Ireland (17) Limited | Ireland |
| 446187 | MASL Ireland (18) Limited | Ireland |
| 446188 | MASL Ireland (19) Limited | Ireland |
| 446189 | MASL Ireland (20) Limited | Ireland |
| 446190 | MASL Ireland (21) Limited | Ireland |
| 446191 | MASL Ireland (22) Limited | Ireland |
| 446192 | MASL Ireland (23) Limited | Ireland |
| 447475 | MASL Ireland (24) Limited | Ireland |
| 447474 | MASL Ireland (25) Limited | Ireland |
| 447987 | MASL Ireland (26) Limited | Ireland |
| 448204 | MASL Ireland (27) Limited | Ireland |
| 447980 | MASL Ireland (28) Limited | Ireland |
| 447981 | MASL Ireland (29) Limited | Ireland |
| 446205 | MASL Ireland (2) Limited | Ireland |
| 447982 | MASL Ireland (30) Limited | Ireland |
| 447983 | MASL Ireland (31) Limited | Ireland |
| 447984 | MASL Ireland (32) Limited | Ireland |
| 447985 | MASL Ireland (33) Limited | Ireland |
| 451456 | MASL Ireland (34) Limited | Ireland |
|---|---|---|
| 451173 | MASL Ireland (35) Limited | Ireland |
| 452129 | MASL Ireland (36) Limited | Ireland |
| 452130 | MASL Ireland (37) Limited | Ireland |
| 453683 | MASL Ireland (38) Limited | Ireland |
| 453684 | MASL Ireland (39) Limited | Ireland |
| 446204 | MASL Ireland (3) Limited | Ireland |
| 446203 | MASL Ireland (4) Limited | Ireland |
| 446202 | MASL Ireland (5) Limited | Ireland |
| 446201 | MASL Ireland (6) Limited | Ireland |
| 446200 | MASL Ireland (7) Limited | Ireland |
| 446199 | MASL Ireland (8) Limited | Ireland |
| 446198 | MASL Ireland (9) Limited | Ireland |
| 556734-5524 | MASL Sweden (1) AB | Sweden |
| 556734-6068 | MASL Sweden (2) AB | Sweden |
| 556734-9310 | MASL Sweden (3) AB | Sweden |
| 556734-9328 | MASL Sweden (4) AB | Sweden |
| 556741-2498 | MASL Sweden (7) AB | Sweden |
| 556741-2506 | MASL Sweden (8) AB | Sweden |
| 6386342 | MASL UK (1) Limited | United Kingdom |
| LL08078 | MASL (Labuan) Limited | Malaysia |
| 8607092 | MBL REALTY INVESTMENT MANAGEMENT PTY. LIMITED | Australia |
| 363941 | MC CAPITAL GROUP | Ireland |
| 69343693 | MC CAPITAL HOLDINGS NO.1 PTY LIMITED | Australia |
| 69343791 | MC CAPITAL HOLDINGS NO.2 PTY LIMITED | Australia |
| 146 752 329 | MC EDUCATION HOLDINGS PTY LTD | Australia |
| 78223382 | MCF LEASING PTY LIMITED | Australia |
| 977935 | MCNEE HOLDINGS PTY LIMITED (IN LIQUIDATION) | Australia |
| 4526019 | MCP Solar Assets Partners I LLC | United States |
| 452697 | MCP Solar Assets Partners II LLC | United States |
| 4625932 | MEF US HOLDINGS INC. | United States |
| 4866246 | MEIF (UK) Limited | United Kingdom |
| 132 468 734 | MELRO HOLDCO PTY LIMITED | Australia |
| 132 468 734 | MELRO HOLDCO PTY LIMITED (Former Bank Group) | Australia |
| 2223765 | Merino Air Leasing, Inc. | United States |
| 84781493 | MERIT NO.1 PTY LIMITED | Australia |
| 200708397H | MGJ HOLDINGS PTE. LIMITED | Singapore |
| 200708397H | MGJ HOLDINGS PTE. LIMITED (Former Bank Group) | Singapore |
| 4346896 | MGOP Feeder I GP LLC | United States |
| 4661999 | MIAC HOLDINGS (US) INC. | United States |
| 4662005 | MIAC SERVICES INC. | United States |
| 4323418 | MIF US Investment Holdings LLC | United States |
| 4323415 | MIF US INVESTMENT PARTNERSHIP | United States |
| 4261648 | MIHI LLC | United States |
| 0100-02-032951 | MJL ACE LTD. | Japan |
| 0100-02-032952 | MJL BAY LTD. | Japan |
| 010473862-3438695 | MMUSA Warehouse No. 1 LLC | United States |
| 3613926 | Mongoose Acquisition LLC | United States |
| 103410297 | MONGOOSE PTY LTD | Australia |
| WK-133920 | Monkwell Investments Limited | Cayman Islands |
| Moonstone Lien Investments, LLC | United States | |
| Not Registered | MOORE STREET TRUST | Australia |
| 8108683 | Mornington Funding 2012-1 PLC | United Kingdom |
| 8108607 | Mornington Holding Limited | United Kingdom |
| 451722 | MPFI INVESTMENTS LIMITED | Ireland |
| MC-162571 | MQ ABSOLUTE RETURN STRATEGIES - ASIA | Cayman Islands |
| 61160558 | MQ CAPITAL PTY LIMITED | Australia |
| 92552611 | MQ PORTFOLIO MANAGEMENT LIMITED | Australia |
| 200703288K | MQ SPECIALISED INVESTMENT MANAGEMENT (SINGAPORE) PTE. | Singapore |
| 86438995 | MQ SPECIALIST INVESTMENT MANAGEMENT LIMITED | Australia |
| U51909MH2012FTC226545 | MQG Commodities (India) Private Limited | India |
| 129962269 | MSI CASH TRUST | Australia |
| 124335333 | MTF HOLDINGS PTY LIMITED | Australia |
| 117100615 | MUSASHI INVESTOR PTY LIMITED (IN LIQUIDATION) | Australia |
| 3337675 | NANWAY NOMINEES PTY LIMITED | Australia |
| 451296 | NCH Symphony Limited (in liquidation) | Ireland |
| 4107909 | NDI NO.1 LLC | United States |
| B132283 | New World Gaming International S.a.r.l | Luxembourg |
| BC0883591 | NWG Canada Investments Ltd. | Canada |
| 157723441 | NZ MORTGAGES PTY LTD | Australia |
| CR-114570 | O'Farrell Leasing (Holdings) Ltd. | Cayman Islands |
| OLF, LLC | United States | |
| 109649292 | OLICC TECHNOLOGIES PTY LTD | Australia |
| 79630603 | OMNI LEISURE OPERATIONS PTY LIMITED (In Liquidation) | Australia |
| One Call Debt Help LLC | United States | |
| 131 233 719 | OPEN BROADBAND AUSTRALIA PTY LTD | Australia |
| 113519823 | OT HOLDINGS PTY LIMITED | Australia |
|---|---|---|
| 115771992 | OUTPLAN PTY LIMITED | Australia |
| 205391 | OW Funding Limited | Cayman Islands |
| 71982244 | PACIFIC RIM OPERATIONS LIMITED | Australia |
| 4444506 | PADUA MG HOLDINGS LLC | United States |
| 134 011 313 | PARETO GLOBAL RISK ADJUSTED ALPHA TRUST | Australia |
| 490262 | Pathglade Limited | Ireland |
| PELICAN WAREHOUSE TRUST NO.1 | Australia | |
| PEREGRINE SELLER TRUST | Australia | |
| PEREGRINE SERIES TRUST 2009-1 | Australia | |
| Petro Tradelinks Inc. | United States | |
| Pipeline Rehabilitation No.4 Trust | Australia | |
| C205320 | PIRANGUT CYPRUS NO. 1 LIMITED (Former Bank Group) | Cyprus |
| C205304 | PIRANGUT CYPRUS NO. 2 LIMITED (Former Bank Group) | Cyprus |
| 80106412 | Polar Finance Pty Limited | Australia |
| 2382149 | Presidio Partners LLC | United States |
| Prodigal Asian Long Short Fund | Australia | |
| 09.03.1.67.21972 | PT Macquarie Capital Securities Indonesia | Indonesia |
| 09.03.1.05.73897 | PT MACQUARIE COMMODITIES INDONESIA | Indonesia |
| 09.03.1.70.68374 | PT MPM INDONESIA | Indonesia |
| 09.03.1.46.66473 | PT WANA HIJAU NUSANTARA (Former Non-Bank Group) | Indonesia |
| not registered | PUMA GLOBAL TRUST NO. 1 | Australia |
| not registered | PUMA GLOBAL TRUST NO. 2 | Australia |
| not registered | PUMA GLOBAL TRUST NO. 3 | Australia |
| not registered | PUMA GLOBAL TRUST NO. 4 | Australia |
| not registered | PUMA GLOBAL TRUST NO. S1 | Australia |
| not registered | PUMA GLOBAL TRUST NO.5 | Australia |
| 64904212 | PUMA MANAGEMENT PTY LIMITED | Australia |
| not registered | PUMA MASTER FUND E-3 | Australia |
| not registered | PUMA MASTER FUND P-10 | Australia |
| no registered | PUMA MASTER FUND P-11 | Australia |
| not registered | PUMA MASTER FUND P-6 | Australia |
| PUMA MASTER FUND P-7 | Australia | |
| PUMA MASTER FUND P-8 | Australia | |
| PUMA MASTER FUND P-9 | Australia | |
| PUMA MASTER FUND S-2 | Australia | |
| PUMA MASTERFUND H-1 | Australia | |
| PUMA MASTERFUND P-13 | Australia | |
| PUMA MASTERFUND P-14 | Australia | |
| not registered | PUMA MASTERFUND P-15 | Australia |
| PUMA MASTERFUND P-16 | Australia | |
| PUMA MASTERFUND P-17 | Australia | |
| PUMA Masterfund P-18 | Australia | |
| PUMA Masterfund P-19 | Australia | |
| PUMA MASTERFUND P12 | Australia | |
| PUMA Masterfund S-10 | Australia | |
| PUMA MASTERFUND S-11 | Australia | |
| PUMA Masterfund S-12 | Australia | |
| PUMA Masterfund S-13 | Australia | |
| PUMA MASTERFUND S-5 | Australia | |
| PUMA MASTERFUND S-6 | Australia | |
| not registered | PUMA Masterfund S-7 | Australia |
| PUMA MASTERFUND S-8 | Australia | |
| PUMA Masterfund S-9 | Australia | |
| PUMA MASTERFUND S3 | Australia | |
| not registered | PUMA SUB FUND ACHM | Australia |
| not registered | PUMA SUB FUND CP | Australia |
| not registered | PUMA SUB FUND CP2 | Australia |
| not registered | PUMA SUB FUND CP3 | Australia |
| not registered | PUMA SUB FUND CP4 | Australia |
| not registered | PUMA SUB FUND CRS | Australia |
| Not registered | PUMA SUB FUND GSF | Australia |
| not registered | PUMA SUB FUND SABRE | Australia |
| not registered | PUMA SUB FUND SPAN | Australia |
| PUMA SUBFUND B-1 | Australia | |
| PUMA SUBFUND COMMBANK | Australia | |
| 511 507 527 RCS Grenoble | Pure Montain Company S.A.S. | France |
| 4644365 | RED HOLLOW WIND LLC | United States |
| 2.00902E+11 | Regal Capital Advisors, LLC | United States |
| Regal Capital Group, LLC | United States | |
| not registered | REGIONAL MEDIA TRUST | Australia |
| Relational Technology Services, Inc. | United States | |
| 150 449 684 | RELOAD WIND FARM PTY LTD | Australia |
| RELOAD WIND FARM TRUST | Australia | |
| 124947388 | RESF NO. 1 PTY LTD | Australia |
| 200921086K | RESOURCE MARINE PTE. LIMITED | Singapore |
| 148013316 | RESOURCE MARINE PTE. LIMITED (Australian Representative Office) | Australia |
|---|---|---|
| 148013316 | RESOURCE MARINE PTE. LIMITED (Australian Representative Office) | Australia |
| 200921086K | RESOURCE MARINE PTE. LIMITED (FORMER NON-BANK) | Singapore |
| FC029978 | Resource Marine Pte. Limited (UK Establishment) | United Kingdom |
| Retirement Financial Services, Inc. | United States | |
| 153718079 | RISK ADVICE SPECIALISTS PTY LTD | Australia |
| 114 530 139 | RISMARK INTERNATIONAL FUNDS MANAGEMENT LTD | Australia |
| Rismark International Funds Management Trust | Australia | |
| CH -150.4.000.882-8 | Rossignol GmbH | Switzerland |
| P.I. 00351680079 | Rossignol Lange S.R.L. | Italy |
| FN Innsbruck 30814 | Rossignol Osterreich GmbH | Austria |
| 161930029 | Rossignol Sci S.R.L. | Italy |
| Rossignol Ski Company, Incorporated | United States | |
| HRB 7401 | Rossignol Ski Deutschland GmbH | Germany |
| Service Line Warranties of America, Inc. | United States | |
| 3477679 | Service Line Warranties of America, Inc. | United States |
| 3484259 | SHALINA PTY LIMITED | Australia |
| 4721411 | SHELBY ENERGY HOLDINGS, LLC | United States |
| 464139 | Shichi Limited | Ireland |
| 2008/022345/07 | Shieldco Securities S1 (Pty) Limited | South Africa |
| 7163380 | SiCURAnt InvestCo GP Limited | United Kingdom |
| 606 320 174 RCS ANNECY | Skis Dynastar S.A.S. | France |
| 835447 | Skis Dynastar, Inc | United States |
| B 08 - 266140 | Skis Rossignol de Espana, S.L. | Spain |
| 056 502 958 RCS | ||
| GRENOBLE | Skis Rossignol S.A.S. | France |
| SMART ABS Series 2012-2US Trust | Australia | |
| to be incorporated | SMART ABS Series 2012-3EQ Trust | Australia |
| not registered | SMART ABS Series 2012-4US Trust | Australia |
| SMART ANZ WAREHOUSE Trust | Australia | |
| SMART J WAREHOUSE TRUST | Australia | |
| SMART MBL WAREHOUSE TRUST | Australia | |
| SMART RBS WAREHOUSE TRUST SMART RESIDUAL VALUE SERIES TRUST |
Australia Australia |
|
| SMART Series 2009-1 Trust | Australia | |
| SMART Series 2010-1US Trust | Australia | |
| unlisted | SMART Series 2010-2 Trust | Australia |
| not registered | SMART SERIES 2011-1US TRUST | Australia |
| not registered | SMART Series 2011-2US Trust | Australia |
| SMART Series 2011-3 Trust | Australia | |
| SMART Series 2011-4US Trust | Australia | |
| unlisted | SMART Series 2012-1US Trust | Australia |
| 320 114 937 | Societe Civile Immobiliere Promo-Star | France |
| 8508030 | SPAL PTY LIMITED | Australia |
| Specialty Finance Holdings, Inc. | United States | |
| HRB80040 | Structural Support Systems Germany GmbH | Germany |
| 128219330 | SUREPARK HOLDINGS PTY LIMITED (Former Bank Group) | Australia |
| MC189031 | SYNTHETIC ASSET FUNDING ENTITY 1 LIMITED | Cayman Islands |
| MC189031 | SYNTHETIC ASSET FUNDING ENTITY 1 LIMITED (Former Non-Bank Group) | Cayman Islands |
| MC189033 | SYNTHETIC ASSET FUNDING ENTITY 2 LIMITED | Cayman Islands |
| MC189033 | SYNTHETIC ASSET FUNDING ENTITY 2 LIMITED (Non-Bank Group) | Cayman Islands |
| MC189031 | SYNTHETIC ASSET FUNDING ENTITY 3 LIMITED | Cayman Islands |
| MC189031 | SYNTHETIC ASSET FUNDING ENTITY 3 LIMITED (Former Non-Bank Group) | Cayman Islands |
| TA Trust | Australia | |
| 0100-02-017866 | TAIKANSAN KAIHATSU LIMITED | Japan |
| 4439050 | TAURUS AEROSPACE GROUP INC. | United States |
| 4439057 | TAURUS AEROSPACE GROUP LLC | United States |
| 5058776 | Taurus Aerospace Holdings, LLC | United States |
| Tax Ease CA, LLC | United States | |
| Tax Ease Employee Services Company LLC | United States | |
| Tax Ease Funding GP LLC | United States | |
| Tax Ease Funding, LP | United States | |
| Tax Ease Holdings LLC | United States | |
| Tax Ease Lien Investments 1 LLC | United States | |
| Tax Ease Lien Servicing LLC | United States | |
| Tax Ease NY, LLC | United States | |
| Tax Ease Ohio, LLC | United States | |
| Tax Ease PA, Inc | United States | |
| Tax Ease, LP | United States | |
| 113508160 | TELBANE 2 PTY LIMITED | Australia |
| 70142951 | TELBANE PTY LTD | Australia |
| 79630649 | TEN7 PTY LIMITED | Australia |
| HRB80044 | Tension Services Holdings GmbH | Germany |
| 238030 238030 |
Tex Funding Tex Funding |
Cayman Islands Cayman Islands |
| Texas Rail Terminal LLC | United States |
| OC315196 | The Bluebell Transportation LLP | United Kingdom |
|---|---|---|
| Not Registered | The Concept Blue Property Trust | Australia |
| THE GLOBAL DEBT LIMITED PARTNERSHIP NO. 2 | Australia | |
| OC315171 | The Goonzaran LLP | United Kingdom |
| THE MACQUARIE TOPI40 INVESTMENT TRUST | South Africa | |
| IT1872/2007 | THE MF TRUST | South Africa |
| Not Registered | THE NSW RESIDENTIAL TRUST | Australia |
| THE TRUSTEE FOR MACQUARIE EMERGING MARKETS | ||
| INFRASTRUCTURE SECURITIES FUND | Australia | |
| Not Registered | THE VICTORIA RESIDENTIAL TRUST | Australia |
| 64721080 | TOUCHSTONE MACQUARIE PTY LIMITED (Former Bank Group) | Australia |
| 64721080 | TOUCHSTONE MACQUARIE PTY LIMITED (IN DEREGISTRATION) | Australia |
| 2012853459 | Tristone Capital Global Inc. | Canada |
| 208568022 | Tristone Capital Inc. | Canada |
| 5366079 | Tristone Capital Limited | United Kingdom |
| Tristone Capital LLC | United States | |
| 2012712838 | Tristone Capital SA Ltd | Canada |
| Tristone Capital SA (Argentine Branch) | Argentina | |
| 81119619 | UPL DEVELOPMENTS PTY LIMITED | Australia |
| 114734557 | UPL (CATHERINE FIELD) PTY LIMITED | Australia |
| 116908537 | UPL (KIRRA) PTY LIMITED | Australia |
| 116908653 | UPL (NO 10) PTY LIMITED (IN DEREGISTRATION) | Australia |
| 127048659 | UPL (NO 15) PTY LIMITED | Australia |
| 127049110 | UPL (NO 19) PTY LIMITED | Australia |
| 127049254 | UPL (NO 22) PTY LIMITED | Australia |
| 116908493 | UPL (NO 6) PTY LIMITED | Australia |
| 116908582 | UPL (NO 7) PTY LIMITED | Australia |
| 116908635 | UPL (NO 9) PTY LIMITED | Australia |
| 114734986 | UPL (NO. 11) PTY LIMITED | Australia |
| 115793685 | UPL (NSW) PTY LIMITED (IN DEREGISTRATION) | Australia |
| 115007933 | UPL (PORTARLINGTON) PTY LIMITED (IN LIQUIDATION) | Australia |
| 85359833 | UPL (SA) PTY LIMITED | Australia |
| 84657616 | UPL (UNDERDALE) PTY LIMITED | Australia |
| 95793141 | UPL (WA) PTY LTD | Australia |
| 115007755 | UPL (WHITBY) PTY LIMITED | Australia |
| 55500902 | UPMILL NOMINEES PTY LIMITED | Australia |
| 81119495 | URBAN PACIFIC PTY LIMITED | Australia |
| 92034458 | URBAN PACIFIC SPRINGTHORPE INVESTMENT PTY LIMITED | Australia |
| 113918166 | URBAN PACIFIC (BEROWRA) PTY LIMITED | Australia |
| 115131345 | URBAN PACIFIC (FLETCHER) PTY LIMITED (IN LIQUIDATION) | Australia |
| 114197429 | URBAN PACIFIC (SOMERSET) PTY LIMITED (IN LIQUIDATION) | Australia |
| 3705740 | Utility Metering Services Limited | United Kingdom |
| Utility Service Partners Private Label of Virginia Inc. | United States | |
| 3993140 | UTILITY SERVICE PARTNERS PRIVATE LABEL, INC. | United States |
| 3709191 | UTILITY SERVICE PARTNERS, INC. | United States |
| 8592916 | UTOPIA PTY LIMITED | Australia |
| WK-137396 | Valley Leasing Limited | Cayman Islands |
| 107-87-51612 WK-166995 |
VALUE LOAN MORTGAGE LLC West Portal Leasing Limited |
Korea, Republic of Cayman Islands |
| Winslow Lien Investments, LLC | United States | |
| 54813080 | WOODROSS NOMINEES PTY. LIMITED YAYASAN HUTAN HIJAU (Former Non-Bank Group) |
Australia Indonesia |
| 5532426 | YBR Feeder GP Limited | United Kingdom |
| 1449995 | Yorkton Capital Partners II Inc. | Canada |
| 1430727 | Yorkton Capital Partners Inc. | Canada |
| BIN 100829696 | Yorkton Partners 2000 Fund, LP | Canada |
| BIN 110589777 | Yorkton Partners 2001 Fund, LP | Canada |
| BIN: 101242931 | Yorkton Private Equity Limited Partnership | Canada |
| BIN: 110078755 | Yorkton Private Equity Non-Resident Limited Partnership | Canada |
ANNEXURE 'B'
This is the annexure marked 'B' of 9 page(s) referred to in the Notice of change of interests of substantial holder.
Dennis Leong Company Secretary, Macquarie Group Limited 19 October 2012
Consideration
| Date of change |
Person whose relevant interest changed |
Nature of change | Consideration | Number of securities affected |
Class Person's votes affected |
|
|---|---|---|---|---|---|---|
| 10-Aug-12 | MIML | On Market Purchase | AUD 2.64 | 1,930 | FPO | 1,930 |
| 10-Aug-12 | MIML | On Market Sale | AUD 2.63 | -7,986 | FPO | 7,986 |
| 10-Aug-12 | MBL | On market purchase | AUD 2.65 | 230 | FPO | 230 |
| 10-Aug-12 | MBL | On market purchase | AUD 2.63 | 115 | FPO | 115 |
| 10-Aug-12 | MBL | On market purchase | AUD 2.64 | 1,422 | FPO | 1,422 |
| 10-Aug-12 | MBL | On market purchase | AUD 2.63 | 2,235 | FPO | 2,235 |
| 10-Aug-12 | MBL | On market purchase | AUD 2.65 | 823 | FPO | 823 |
| 13-Aug-12 | MBL | On market purchase | AUD 2.65 | 460 | FPO | 460 |
| 13-Aug-12 | MBL | On market purchase | AUD 2.65 | 115 | FPO | 115 |
| 13-Aug-12 | MBL | On market purchase | AUD 2.66 | 115 | FPO | 115 |
| 13-Aug-12 | MBL | On market purchase | AUD 2.68 | 115 | FPO | 115 |
| 13-Aug-12 | MBL | On market purchase | AUD 2.71 | 115 | FPO | 115 |
| 13-Aug-12 | MBL MBL |
On market purchase On market purchase |
AUD 2.72 | 6,500 1,724 |
FPO | 6,500 1,724 |
| 13-Aug-12 13-Aug-12 |
MBL | On market purchase | AUD 2.71 AUD 2.65 |
1,046 | FPO FPO |
1,046 |
| 13-Aug-12 | MBL | On market purchase | AUD 2.66 | 400 | FPO | 400 |
| 13-Aug-12 | MBL | On market purchase | AUD 2.67 | 1,400 | FPO | 1,400 |
| 13-Aug-12 | MBL | On market purchase | AUD 2.65 | 96 | FPO | 96 |
| 13-Aug-12 | MBL | On market purchase | AUD 2.64 | 5 | FPO | 5 |
| 14-Aug-12 | MIML | On Market Sale | AUD 2.77 | -22,344 | FPO | 22,344 |
| 14-Aug-12 | MBL | On market purchase | AUD 2.75 | 345 | FPO | 345 |
| 14-Aug-12 | MBL | On market purchase | AUD 2.73 | 115 | FPO | 115 |
| 14-Aug-12 | MBL | On market purchase | AUD 2.77 | 2,873 | FPO | 2,873 |
| 14-Aug-12 | MBL | On market purchase | AUD 2.77 | 512 | FPO | 512 |
| 15-Aug-12 | MBL | Borrow Delivery under Stock Lending agreement - Refer to Annex D |
AUD 2.63 | 1,000,000 | FPO | 1,000,000 |
| 15-Aug-12 | MFMHK | On Market Purchase | AUD 2.87 | 1,341 | FPO | 1,341 |
| 15-Aug-12 | MBL | On market sale | AUD 2.79 | -6,500 | FPO | 6,500 |
| 15-Aug-12 | MBL | On market purchase | AUD 2.88 | 230 | FPO | 230 |
| 15-Aug-12 | MBL | On market purchase | AUD 2.89 | 115 | FPO | 115 |
| 15-Aug-12 | MBL | On market sale | AUD 2.93 | -1,540 | FPO | 1,540 |
| 15-Aug-12 | MBL | On market sale | AUD 2.84 | -4 | FPO | 4 |
| 16-Aug-12 | MBL | On market sale | AUD 2.94 | -574 | FPO | 574 |
| 16-Aug-12 | MBL | On market sale | AUD 2.90 | -597 | FPO | 597 |
| 16-Aug-12 | MBL | On market purchase | AUD 2.90 | 675 | FPO | 675 |
| 16-Aug-12 | MBL | On market sale | AUD 2.93 | -35 | FPO | 35 |
| 16-Aug-12 | MBL | On market sale | AUD 2.90 | -500 | FPO | 500 |
| 16-Aug-12 | MBL | On market purchase | AUD 2.93 | 237 | FPO | 237 |
| 16-Aug-12 16-Aug-12 |
MBL MBL |
On market sale On market sale |
AUD 2.92 AUD 2.90 |
-49 -156 |
FPO FPO |
49 156 |
| 16-Aug-12 | MBL | On market sale | AUD 2.92 | -36 | FPO | 36 |
| 16-Aug-12 | MBL | On market sale | AUD 2.92 | -50 | FPO | 50 |
| 17-Aug-12 | MBL | On market purchase | AUD 2.90 | 345 | FPO | 345 |
| 17-Aug-12 | MBL | On market purchase | AUD 2.93 | 276 | FPO | 276 |
| 17-Aug-12 | MBL | On market purchase | AUD 2.93 | 643 | FPO | 643 |
| 17-Aug-12 | MBL | On market purchase | AUD 2.93 | 500 | FPO | 500 |
| 17-Aug-12 | MBL | On market purchase | AUD 2.91 | 276 | FPO | 276 |
| 17-Aug-12 | MBL | On market purchase | AUD 2.93 | 1,677 | FPO | 1,677 |
| 17-Aug-12 | MBL | On market purchase | AUD 2.94 | 1,000 | FPO | 1,000 |
| 17-Aug-12 | MBL | On market purchase | AUD 2.93 | 209 | FPO | 209 |
| 17-Aug-12 | MBL | On market purchase | AUD 2.91 | 1,400 | FPO | 1,400 |
| 17-Aug-12 | MBL MBL |
On market purchase On market sale |
AUD 2.93 AUD 2.93 |
39 -177 |
FPO | 39 177 |
| 17-Aug-12 | MBL | On market purchase | AUD 2.96 | 123 | FPO | 123 |
| 20-Aug-12 20-Aug-12 |
MBL | On market purchase | AUD 2.96 | 6 | FPO FPO |
6 |
| 20-Aug-12 | MBL | On market purchase | AUD 2.92 | 129 | FPO | 129 |
| 20-Aug-12 | MBL | On market purchase | AUD 2.91 | 129 | FPO | 129 |
| 20-Aug-12 | MBL | On market purchase | AUD 2.91 | 387 | FPO | 387 |
| 20-Aug-12 | MBL | On market purchase | AUD 2.90 | 2,948 | FPO | 2,948 |
| Date of change |
Person whose relevant interest changed |
Nature of change | Consideration | Number of securities affected |
Class Person's votes affected |
|
|---|---|---|---|---|---|---|
| 20-Aug-12 | MBL | On market purchase | AUD 2.96 | 2,032 | FPO | 2,032 |
| 20-Aug-12 | MBL | On market sale | AUD 2.91 | -2,324 | FPO | 2,324 |
| 20-Aug-12 | MBL | On market purchase | AUD 2.91 | 3,724 | FPO | 3,724 |
| 20-Aug-12 | MBL | On market purchase | AUD 2.95 | 22 | FPO | 22 |
| 20-Aug-12 | MBL | On market purchase | AUD 2.96 | 975 | FPO | 975 |
| 20-Aug-12 | MBL | On market purchase | AUD 2.94 | 2,451 | FPO | 2,451 |
| 20-Aug-12 | MBL | On market purchase | AUD 2.93 | 3,500 | FPO | 3,500 |
| 21-Aug-12 | MBL | Borrow Delivery under Stock | AUD 2.95 | 400,000 | FPO | 400,000 |
| Lending agreement - Refer to | ||||||
| Annex C | ||||||
| 21-Aug-12 | MBL | Borrow Delivery under Stock Lending agreement - Refer to |
AUD 3.10 | 750,000 | FPO | 750,000 |
| Annex F | ||||||
| 21-Aug-12 | MBL | On market purchase | AUD 2.93 | 230 | FPO | 230 |
| 21-Aug-12 | MBL | On market purchase | AUD 2.96 | 2,412 | FPO | 2,412 |
| 21-Aug-12 | MBL | On market purchase | AUD 2.91 | 500 | FPO | 500 |
| 21-Aug-12 | MBL | On market purchase | AUD 2.92 | 1,280 | FPO | 1,280 |
| 21-Aug-12 | MBL | On market purchase | AUD 2.93 | 268 | FPO | 268 |
| 21-Aug-12 | MBL | On market purchase | AUD 2.91 | 115 | FPO | 115 |
| 21-Aug-12 | MBL MBL |
On market sale On market purchase |
AUD 2.94 | -93 2,918 |
FPO | 93 2,918 |
| 21-Aug-12 21-Aug-12 |
MBL | On market purchase | AUD 2.91 AUD 2.91 |
101 | FPO FPO |
101 |
| 21-Aug-12 | MBL | On market purchase | AUD 2.91 | 838 | FPO | 838 |
| 21-Aug-12 | MBL | On market purchase | AUD 2.92 | 313 | FPO | 313 |
| 22-Aug-12 | MBL | Borrow Return under Stock | AUD 2.76 | -105,710 | FPO | 105,710 |
| Lending agreement - Refer to Annex D |
||||||
| 22-Aug-12 | MBL | Borrow Return under Stock Lending agreement - Refer to Annex D |
AUD 2.76 | -582,098 | FPO | 582,098 |
| 22-Aug-12 | MBL | On market purchase | AUD 2.93 | 689 | FPO | 689 |
| 23-Aug-12 | MBL | Borrow Delivery under Stock | AUD 2.78 | 450,000 | FPO | 450,000 |
| Lending agreement - Refer to Annex D |
||||||
| 23-Aug-12 | MBL | Borrow Return under Stock | AUD 2.81 | -5,000 | FPO | 5,000 |
| Lending agreement - Refer to Annex D |
||||||
| 23-Aug-12 | MIML | On Market Sale | AUD 3.20 | -12,842 | FPO | 12,842 |
| 23-Aug-12 | MBL | On market purchase | AUD 3.02 | 574 | FPO | 574 |
| 23-Aug-12 | MBL | On market sale | AUD 3.00 | -2,500 | FPO | 2,500 |
| 23-Aug-12 | MBL | On market purchase | AUD 3.01 | 5,000 | FPO | 5,000 |
| 23-Aug-12 | MBL | On market sale | AUD 3.00 | -22,500 | FPO | 22,500 |
| 23-Aug-12 | MBL | On market purchase | AUD 3.01 | 20,000 | FPO | 20,000 |
| 23-Aug-12 | MBL | On market sale | AUD 3.07 | -10,000 | FPO | 10,000 |
| 23-Aug-12 | MBL | On market purchase | AUD 3.07 | 20,000 | FPO | 20,000 |
| 23-Aug-12 | MBL | On market sale | AUD 3.08 | -10,000 | FPO | 10,000 |
| 23-Aug-12 | MBL | On market sale | AUD 3.17 | -1,522 | FPO | 1,522 |
| 23-Aug-12 | MBL | On market sale | AUD 3.17 | -21,890 | FPO | 21,890 |
| 23-Aug-12 | MBL | On market purchase | AUD 3.17 | 25,000 | FPO | 25,000 |
| 23-Aug-12 | MBL | On market sale | AUD 3.17 | -6,588 | FPO | 6,588 |
| 23-Aug-12 | MBL | On market purchase | AUD 3.20 | 5,000 | FPO | 5,000 |
| 23-Aug-12 23-Aug-12 |
MBL MBL |
On market purchase On market purchase |
AUD 3.22 AUD 3.20 |
76 1,026 |
FPO FPO |
76 1,026 |
| 23-Aug-12 | MBL | On market purchase | AUD 3.07 | 154 | FPO | 154 |
| 23-Aug-12 | MBL | On market purchase | AUD 3.15 | 400 | FPO | 400 |
| 23-Aug-12 | MBL | On market purchase | AUD 3.00 | 553 | FPO | 553 |
| 23-Aug-12 | MBL | On market purchase | AUD 3.16 | 238 | FPO | 238 |
| 23-Aug-12 | MBL | On market purchase | AUD 3.07 | 444 | FPO | 444 |
| 23-Aug-12 | MBL | On market purchase | AUD 3.11 | 117 | FPO | 117 |
| 23-Aug-12 | MBL | On market purchase | AUD 3.01 | 115 | FPO | 115 |
| 24-Aug-12 | MBL | Borrow Return under Stock Lending agreement - Refer to |
AUD 2.78 | -5,000 | FPO | 5,000 |
| 24-Aug-12 | MBL | Annex D Borrow Return under Stock |
AUD 2.78 | -149,710 | FPO | 149,710 |
| Lending agreement - Refer to Annex D |
||||||
| 24-Aug-12 | MBL | On market sale | AUD 3.22 | -459 | FPO | 459 |
| 24-Aug-12 | MBL | On market purchase | AUD 3.18 | 20,000 | FPO | 20,000 |
| 24-Aug-12 | MBL | On market sale | AUD 3.18 | -17,648 | FPO | 17,648 |
| 24-Aug-12 | MBL | On market sale | AUD 3.18 | -2,352 | FPO | 2,352 |
| 24-Aug-12 | MBL | On market sale | AUD 3.20 | -4,800 | FPO | 4,800 |
| 24-Aug-12 | MBL | On market purchase | AUD 3.20 | 8,000 | FPO | 8,000 |
| 24-Aug-12 | MBL | On market sale | AUD 3.20 | -3,200 | FPO | 3,200 |
| 24-Aug-12 | MBL | On market purchase | AUD 3.27 | 758 | FPO | 758 |
| Date of | Person whose relevant | Nature of change | Consideration | Number of securities | Class Person's votes | |
|---|---|---|---|---|---|---|
| change | interest changed | affected | affected | |||
| 24-Aug-12 | MBL | On market purchase | AUD 3.28 | 5,000 | FPO | 5,000 |
| 24-Aug-12 | MBL | On market purchase | AUD 3.17 | 521 | FPO | 521 |
| 27-Aug-12 | MBL | Borrow Return under Stock Lending agreement - Refer to Annex D |
AUD 3.04 | -5,000 | FPO | 5,000 |
| 27-Aug-12 | MBL | On market purchase | AUD 3.32 | 344 | FPO | 344 |
| 27-Aug-12 | MBL | On market purchase | AUD 3.33 | 18,000 | FPO | 18,000 |
| 27-Aug-12 | MBL | On market sale | AUD 3.33 | -18,000 | FPO | 18,000 |
| 27-Aug-12 | MBL | On market sale | AUD 3.31 | -21,000 | FPO | 21,000 |
| 27-Aug-12 | MBL | On market purchase | AUD 3.31 | 21,000 | FPO | 21,000 |
| 27-Aug-12 | MBL | On market sale | AUD 3.28 | -2,500 | FPO | 2,500 |
| 27-Aug-12 | MBL | On market purchase | AUD 3.28 | 21,000 | FPO | 21,000 |
| 27-Aug-12 | MBL | On market sale | AUD 3.28 | -18,500 | FPO | 18,500 |
| 27-Aug-12 | MBL | On market sale | AUD 3.25 | -34,539 | FPO | 34,539 |
| 27-Aug-12 | MBL | On market purchase | AUD 3.25 | 40,000 | FPO | 40,000 |
| 27-Aug-12 | MBL | On market sale | AUD 3.25 | -5,461 | FPO | 5,461 |
| 27-Aug-12 | MBL | On market sale | AUD 3.25 | -712 | FPO | 712 |
| 27-Aug-12 | MBL | On market sale | AUD 3.32 | -244 | FPO | 244 |
| 27-Aug-12 | MBL | On market purchase | AUD 3.34 | 79 | FPO | 79 |
| 27-Aug-12 | MBL | On market sale | AUD 3.23 | -709 | FPO | 709 |
| 27-Aug-12 | MBL | On market sale | AUD 3.25 | -353 | FPO | 353 |
| 27-Aug-12 | MBL | On market sale | AUD 3.35 | -3,481 | FPO | 3,481 |
| 27-Aug-12 | MBL | On market purchase | AUD 3.25 | 69 | FPO | 69 |
| 28-Aug-12 | MLL | On Market Sale | AUD 3.20 | -277 | FPO | 277 |
| 28-Aug-12 | MBL | On market purchase | AUD 3.26 | 459 | FPO | 459 |
| 28-Aug-12 | MBL | On market sale | AUD 3.19 | -5,000 | FPO | 5,000 |
| 28-Aug-12 | MBL | On market purchase | AUD 3.18 | 24 | FPO | 24 |
| 29-Aug-12 | MBL | On market purchase | AUD 3.10 | 459 | FPO | 459 |
| 29-Aug-12 | MBL | On market sale | AUD 3.12 | -1,789 | FPO | 1,789 |
| 29-Aug-12 | MBL | On market sale | AUD 3.12 | -80 | FPO | 80 |
| 29-Aug-12 | MBL MBL |
On market sale On market purchase |
AUD 3.10 | -3,969 7,114 |
FPO | 3,969 7,114 |
| 29-Aug-12 | MBL | On market sale | AUD 3.11 AUD 3.10 |
-4,294 | FPO | 4,294 |
| 29-Aug-12 29-Aug-12 |
MBL | On market sale | AUD 3.12 | -1,747 | FPO FPO |
1,747 |
| 29-Aug-12 | MBL | On market sale | AUD 3.09 | -8 | FPO | 8 |
| 29-Aug-12 | MBL | On market sale | AUD 3.13 | -961 | FPO | 961 |
| 29-Aug-12 | MBL | On market purchase | AUD 3.11 | 4,092 | FPO | 4,092 |
| 29-Aug-12 | MBL | On market purchase | AUD 3.14 | 11,889 | FPO | 11,889 |
| 29-Aug-12 | MBL | On market purchase | AUD 3.08 | 65 | FPO | 65 |
| 29-Aug-12 | MBL | On market sale | AUD 3.08 | -2,271 | FPO | 2,271 |
| 29-Aug-12 | MBL | On market purchase | AUD 3.07 | 3,009 | FPO | 3,009 |
| 29-Aug-12 | MBL | On market sale | AUD 3.15 | -323 | FPO | 323 |
| 29-Aug-12 | MBL | On market purchase | AUD 3.07 | 1,569 | FPO | 1,569 |
| 30-Aug-12 | MBL | Borrow Return under Stock Lending agreement - Refer to Annex D |
AUD 3.04 | -147,482 | FPO | 147,482 |
| 30-Aug-12 | MBL | Borrow Return under Stock Lending agreement - Refer to Annex D |
AUD 3.04 | -450,000 | FPO | 450,000 |
| 30-Aug-12 | MBL | On market sale | AUD 3.11 | -52,882 | FPO | 52,882 |
| 30-Aug-12 | MBL | On market purchase | AUD 3.06 | 229 | FPO | 229 |
| 30-Aug-12 | MBL | On market purchase | AUD 3.02 | 45,182 | FPO | 45,182 |
| 30-Aug-12 | MBL | On market purchase | AUD 3.00 | 7,700 | FPO | 7,700 |
| 30-Aug-12 30-Aug-12 |
MBL MBL |
On market sale On market purchase |
AUD 2.94 AUD 2.97 |
-2,341 1,306 |
FPO FPO |
2,341 1,306 |
| 30-Aug-12 | MBL | On market sale | AUD 2.95 | -1,399 | FPO | 1,399 |
| 30-Aug-12 | MBL | On market purchase | AUD 2.94 | 273 | FPO | 273 |
| 30-Aug-12 | MBL | On market sale | AUD 2.96 | -2 | FPO | 2 |
| 30-Aug-12 | MBL | On market purchase | AUD 2.94 | 18 | FPO | 18 |
| 30-Aug-12 | MBL | On market sale | AUD 2.96 | -1,071 | FPO | 1,071 |
| 30-Aug-12 | MBL | On market sale | AUD 2.99 | -19 | FPO | 19 |
| 30-Aug-12 | MBL | On market sale | AUD 2.99 | -3,003 | FPO | 3,003 |
| 30-Aug-12 | MBL | On market purchase | AUD 3.02 | 9,716 | FPO | 9,716 |
| 30-Aug-12 | MBL | On market sale | AUD 2.95 | -5,000 | FPO | 5,000 |
| 30-Aug-12 | MBL | On market sale | AUD 2.96 | -3,000 | FPO | 3,000 |
| 30-Aug-12 | MBL | On market purchase | AUD 2.95 | 1,061 | FPO | 1,061 |
| 30-Aug-12 | MBL | On market purchase | AUD 2.96 | 13 | FPO | 13 |
| 30-Aug-12 | MBL | On market purchase | AUD 2.93 | 2,648 | FPO | 2,648 |
| 30-Aug-12 | MBL | On market purchase | AUD 2.95 | 855 | FPO | 855 |
| 31-Aug-12 | MBL | Borrow Delivery under Stock Lending agreement - Refer to Annex D |
AUD 2.79 | 600,000 | FPO | 600,000 |
| 31-Aug-12 | MBL | On market purchase | AUD 2.92 | 574 | FPO | 574 |
| 31-Aug-12 | MBL | On market purchase | AUD 2.95 | 128 | FPO | 128 |
| Date of change |
Person whose relevant interest changed |
Nature of change | Consideration | Number of securities affected |
Class Person's votes affected |
|
|---|---|---|---|---|---|---|
| 31-Aug-12 | MBL | On market purchase | AUD 2.97 | 128 | FPO | 128 |
| 31-Aug-12 | MBL | On market purchase | AUD 2.98 | 46 | FPO | 46 |
| 31-Aug-12 | MBL | On market purchase | AUD 2.97 | 593 | FPO | 593 |
| 31-Aug-12 | MBL | On market sale | AUD 2.96 | -45 | FPO | 45 |
| 31-Aug-12 | MBL | On market purchase | AUD 2.89 | 4,765 | FPO | 4,765 |
| 31-Aug-12 | MBL | On market sale | AUD 2.96 | -43 | FPO | 43 |
| 31-Aug-12 | MBL | On market sale | AUD 2.93 | -8,626 | FPO | 8,626 |
| 31-Aug-12 | MBL | On market sale | AUD 2.98 | -9 | FPO | 9 |
| 31-Aug-12 | MBL | On market sale | AUD 2.97 | -576 | FPO | 576 |
| 31-Aug-12 | MBL | On market sale | AUD 2.96 | -54 | FPO | 54 |
| 31-Aug-12 | MBL | On market purchase | AUD 2.96 | 718 | FPO | 718 |
| 03-Sep-12 | MFMHK | On Market Sale | AUD 3.20 | -17,961 | FPO | 17,961 |
| 03-Sep-12 | MFMHK | On Market Sale | AUD 3.19 | -10,546 | FPO | 10,546 |
| 03-Sep-12 | MBL | On market sale | AUD 3.13 | -128 | FPO | 128 |
| 03-Sep-12 | MBL | On market sale | AUD 3.15 | -101 | FPO | 101 |
| 03-Sep-12 | MBL | On market purchase | AUD 3.24 | 413 | FPO | 413 |
| 03-Sep-12 | MBL | On market purchase | AUD 3.12 | 115 | FPO | 115 |
| 03-Sep-12 03-Sep-12 |
MBL MBL |
On market sale On market sale |
AUD 3.12 AUD 3.21 |
-3,611 -104 |
FPO FPO |
3,611 104 |
| 03-Sep-12 | MBL | On market sale | AUD 3.13 | -4,771 | FPO | 4,771 |
| 03-Sep-12 | MBL | On market sale | AUD 3.22 | -153 | FPO | 153 |
| 03-Sep-12 | MBL | On market purchase | AUD 3.20 | 104 | FPO | 104 |
| 03-Sep-12 | MBL | On market sale | AUD 3.17 | -347 | FPO | 347 |
| 03-Sep-12 | MBL | On market purchase | AUD 3.13 | 9,210 | FPO | 9,210 |
| 04-Sep-12 | MBL | Borrow Delivery under Stock Lending agreement - Refer to |
AUD 3.40 | 300,000 | FPO | 300,000 |
| 04-Sep-12 | MBL | Annex C Borrow Delivery under Stock Lending agreement - Refer to |
AUD 3.30 | 150,000 | FPO | 150,000 |
| 04-Sep-12 | MBL | Annex F Borrow Delivery under Stock Lending agreement - Refer to Annex G |
AUD 3.40 | 75,000 | FPO | 75,000 |
| 04-Sep-12 | MBL | On market sale | AUD 3.26 | -229 | FPO | 229 |
| 04-Sep-12 | MBL | On market sale | AUD 3.20 | -183 | FPO | 183 |
| 04-Sep-12 | MBL | On market purchase | AUD 3.18 | 24 | FPO | 24 |
| 05-Sep-12 | MFMHK | On Market Sale | AUD 3.19 | -12,547 | FPO | 12,547 |
| 05-Sep-12 | MBL | On market sale | AUD 3.20 | -128 | FPO | 128 |
| 05-Sep-12 | MBL | On market sale | AUD 3.17 | -1,592 | FPO | 1,592 |
| 05-Sep-12 | MBL | On market sale | AUD 3.18 | -17 | FPO | 17 |
| 05-Sep-12 | MBL | On market sale | AUD 3.14 | -7 | FPO | 7 |
| 06-Sep-12 | MBL | Borrow Return under Stock Lending agreement - Refer to Annex D |
AUD 3.04 | -51,830 | FPO | 51,830 |
| 06-Sep-12 | MBL | On market purchase | AUD 3.20 | 344 | FPO | 344 |
| 06-Sep-12 | MBL | On market purchase | AUD 3.26 | 256 | FPO | 256 |
| 06-Sep-12 | MBL | On market purchase | AUD 3.28 | 1,074 | FPO | 1,074 |
| 06-Sep-12 | MBL MBL |
On market sale On market purchase |
AUD 3.24 AUD 3.23 |
-100 417 |
FPO | 100 417 |
| 06-Sep-12 06-Sep-12 |
MBL | On market sale | AUD 3.26 | -49 | FPO FPO |
49 |
| 06-Sep-12 | MBL | On market sale | AUD 3.26 | -123 | FPO | 123 |
| 06-Sep-12 | MBL | On market purchase | AUD 3.25 | 391 | FPO | 391 |
| 06-Sep-12 | MBL | On market sale | AUD 3.25 | -194 | FPO | 194 |
| 06-Sep-12 | MBL | On market sale | AUD 3.25 | -342 | FPO | 342 |
| 07-Sep-12 | MBL | On market sale | AUD 3.33 | -229 | FPO | 229 |
| 07-Sep-12 | MBL | On market sale | AUD 3.28 | -711 | FPO | 711 |
| 07-Sep-12 | MBL | On market purchase | AUD 3.28 | 400 | FPO | 400 |
| 10-Sep-12 | MBL | Borrow Return under Stock Lending agreement - Refer to Annex D |
AUD 3.12 | -43,009 | FPO | 43,009 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | -43,583 | FPO | 43,583 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | -15,957 | FPO | 15,957 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | -14,985 | FPO | 14,985 |
| 10-Sep-12 10-Sep-12 |
MIML MIML |
Off Market Crossing Off Market Crossing |
AUD 3.40 AUD 3.40 |
-14,830 -14,002 |
FPO FPO |
14,830 14,002 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | -13,308 | FPO | 13,308 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | -6,241 | FPO | 6,241 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | -2,223 | FPO | 2,223 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | -992 | FPO | 992 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | -879 | FPO | 879 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | 992 | FPO | 992 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | 13,308 | FPO | 13,308 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | 43,583 | FPO | 43,583 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | 2,223 | FPO | 2,223 |
| Date of change |
Person whose relevant interest changed |
Nature of change | Consideration | Number of securities affected |
Class Person's votes affected |
|
|---|---|---|---|---|---|---|
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | 879 | FPO | 879 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | 14,002 | FPO | 14,002 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | 15,957 | FPO | 15,957 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | 14,830 | FPO | 14,830 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | 14,985 | FPO | 14,985 |
| 10-Sep-12 | MIML | Off Market Crossing | AUD 3.40 | 6,241 | FPO | 6,241 |
| 10-Sep-12 | MBL MBL |
On market sale On market sale |
AUD 3.40 AUD 3.39 |
-128 -2,000 |
FPO | 128 2,000 |
| 10-Sep-12 10-Sep-12 |
MBL | On market sale | AUD 3.39 | -128 | FPO FPO |
128 |
| 10-Sep-12 | MBL | On market sale | AUD 3.40 | -1,417 | FPO | 1,417 |
| 10-Sep-12 | MBL | On market purchase | AUD 3.39 | 338 | FPO | 338 |
| 10-Sep-12 | MBL | On market purchase | AUD 3.40 | 3 | FPO | 3 |
| 10-Sep-12 | MBL | On market purchase | AUD 3.39 | 11 | FPO | 11 |
| 10-Sep-12 | MBL | On market purchase | AUD 3.42 | 981 | FPO | 981 |
| 10-Sep-12 | MBL | On market purchase | AUD 3.38 | 4,187 | FPO | 4,187 |
| 10-Sep-12 | MBL | On market purchase | AUD 3.39 | 505 | FPO | 505 |
| 10-Sep-12 | MBL | On market purchase | AUD 3.39 | 188 | FPO | 188 |
| 10-Sep-12 10-Sep-12 |
MBL MBL |
On market purchase On market purchase |
AUD 3.37 AUD 3.40 |
1,342 338 |
FPO FPO |
1,342 338 |
| 10-Sep-12 | MBL | On market purchase | AUD 3.38 | 4,042 | FPO | 4,042 |
| 10-Sep-12 | MBL | On market purchase | AUD 3.38 | 349 | FPO | 349 |
| 11-Sep-12 | MFMHK | On Market Purchase | AUD 3.40 | 13,000 | FPO | 13,000 |
| 11-Sep-12 | MFMHK | On Market Purchase | AUD 3.40 | 6,338 | FPO | 6,338 |
| 11-Sep-12 | MFMHK | On Market Purchase | AUD 3.40 | 12,456 | FPO | 12,456 |
| 11-Sep-12 | MFMHK | On Market Purchase | AUD 3.40 | 5,600 | FPO | 5,600 |
| 11-Sep-12 11-Sep-12 |
MFMHK MIML |
On Market Purchase On Market Sale |
AUD 3.40 AUD 3.39 |
5,739 -50,000 |
FPO FPO |
5,739 50,000 |
| 11-Sep-12 | MIML | On Market Sale | AUD 3.39 | -5,000 | FPO | 5,000 |
| 11-Sep-12 | MIML | On Market Sale | AUD 3.40 | -69,173 | FPO | 69,173 |
| 11-Sep-12 | MBL | On market sale | AUD 3.37 | -344 | FPO | 344 |
| 11-Sep-12 | MBL | On market sale | AUD 3.39 | -500 | FPO | 500 |
| 11-Sep-12 | MBL | On market sale | AUD 3.40 | -711 | FPO | 711 |
| 11-Sep-12 | MBL | On market purchase | AUD 3.35 | 459 | FPO | 459 |
| 11-Sep-12 | MBL | On market purchase | AUD 3.39 | 100 | FPO | 100 |
| 11-Sep-12 11-Sep-12 |
MBL MBL |
On market purchase On market purchase |
AUD 3.40 AUD 3.40 |
100 300 |
FPO FPO |
100 300 |
| 12-Sep-12 | MIML | On Market Sale | AUD 3.46 | -22,000 | FPO | 22,000 |
| 12-Sep-12 | MBL | On market purchase | AUD 3.42 | 229 | FPO | 229 |
| 12-Sep-12 | MBL | On market purchase | AUD 3.43 | 101 | FPO | 101 |
| 12-Sep-12 | MBL | On market purchase | AUD 3.44 | 27 | FPO | 27 |
| 12-Sep-12 | MBL | On market purchase | AUD 3.46 | 128 | FPO | 128 |
| 12-Sep-12 | MBL | On market purchase | AUD 3.46 | 179 | FPO | 179 |
| 12-Sep-12 12-Sep-12 |
MBL MBL |
On market purchase On market purchase |
AUD 3.46 AUD 3.46 |
5 100 |
FPO FPO |
5 100 |
| 12-Sep-12 | MBL | On market sale | AUD 3.45 | -471 | FPO | 471 |
| 12-Sep-12 | MBL | On market sale | AUD 3.46 | -17 | FPO | 17 |
| 12-Sep-12 | MBL | On market purchase | AUD 3.43 | 207 | FPO | 207 |
| 12-Sep-12 | MBL | On market purchase | AUD 3.43 | 6,642 | FPO | 6,642 |
| 12-Sep-12 12-Sep-12 |
MBL MBL |
On market sale On market sale |
AUD 3.46 AUD 3.47 |
-394 -105 |
FPO FPO |
394 105 |
| 12-Sep-12 | MBL | On market purchase | AUD 3.41 | 187 | FPO | 187 |
| 12-Sep-12 | MBL | On market purchase | AUD 3.45 | 1,557 | FPO | 1,557 |
| 12-Sep-12 | MBL | On market sale | AUD 3.46 | -866 | FPO | 866 |
| 12-Sep-12 | MBL | On market purchase | AUD 3.44 | 128 | FPO | 128 |
| 12-Sep-12 | MBL | On market purchase | AUD 3.44 | 1,968 | FPO | 1,968 |
| 12-Sep-12 | MBL MBL |
On market sale On market purchase |
AUD 3.45 | -75 2,000 |
FPO | 75 2,000 |
| 12-Sep-12 12-Sep-12 |
MBL | On market purchase | AUD 3.46 AUD 3.43 |
5 | FPO FPO |
5 |
| 13-Sep-12 | MIML | On Market Sale | AUD 3.38 | -53,000 | FPO | 53,000 |
| 13-Sep-12 | MIML | On Market Sale | AUD 3.39 | -13,199 | FPO | 13,199 |
| 13-Sep-12 | MBL | On market purchase | AUD 3.46 | 115 | FPO | 115 |
| 13-Sep-12 | MBL | On market sale | AUD 3.41 | -128 | FPO | 128 |
| 13-Sep-12 | MBL | On market sale | AUD 3.38 | -2,232 | FPO | 2,232 |
| 13-Sep-12 13-Sep-12 |
MBL MBL |
On market purchase On market sale |
AUD 3.41 AUD 3.39 |
400 -41 |
FPO FPO |
400 41 |
| 13-Sep-12 | MBL | On market purchase | AUD 3.39 | 832 | FPO | 832 |
| 13-Sep-12 | MBL | On market sale | AUD 3.41 | -52 | FPO | 52 |
| 13-Sep-12 | MBL | On market purchase | AUD 3.39 | 703 | FPO | 703 |
| 13-Sep-12 | MBL | On market sale | AUD 3.38 | -1,160 | FPO | 1,160 |
| 13-Sep-12 13-Sep-12 |
MBL MBL |
On market sale On market purchase |
AUD 3.43 AUD 3.39 |
-315 1,801 |
FPO FPO |
315 1,801 |
| 13-Sep-12 | MBL | On market purchase | AUD 3.43 | 2,628 | FPO | 2,628 |
| 14-Sep-12 | MFMHK | On Market Purchase | AUD 3.53 | 8,615 | FPO | 8,615 |
| 14-Sep-12 | MFMHK | On Market Purchase | AUD 3.53 | 9,750 | FPO | 9,750 |
| Date of change |
Person whose relevant interest changed |
Nature of change | Consideration | Number of securities affected |
Class Person's votes affected |
|
|---|---|---|---|---|---|---|
| 14-Sep-12 | MFMHK | On Market Purchase | AUD 3.53 | 8,829 | FPO | 8,829 |
| 14-Sep-12 | MFMHK | On Market Purchase | AUD 3.50 | 20,000 | FPO | 20,000 |
| 14-Sep-12 | MFMHK | On Market Purchase | AUD 3.53 | 20,000 | FPO | 20,000 |
| 14-Sep-12 | MIML | On Market Purchase | AUD 3.49 | 24,789 | FPO | 24,789 |
| 14-Sep-12 | MBL | On market sale | AUD 3.58 | -641 | FPO | 641 |
| 14-Sep-12 | MBL | On market purchase | AUD 3.55 | 4 | FPO | 4 |
| 14-Sep-12 | MBL MBL |
On market sale On market purchase |
AUD 3.50 | -4,982 5,187 |
FPO | 4,982 5,187 |
| 14-Sep-12 14-Sep-12 |
MBL | On market sale | AUD 3.47 AUD 3.51 |
-25 | FPO FPO |
25 |
| 14-Sep-12 | MBL | On market purchase | AUD 3.50 | 1 | FPO | 1 |
| 14-Sep-12 | MBL | On market sale | AUD 3.49 | -2,192 | FPO | 2,192 |
| 14-Sep-12 | MBL | On market purchase | AUD 3.54 | 336 | FPO | 336 |
| 14-Sep-12 | MBL | On market purchase | AUD 3.51 | 552 | FPO | 552 |
| 14-Sep-12 | MBL | On market purchase | AUD 3.50 | 1 | FPO | 1 |
| 14-Sep-12 | MBL | On market purchase | AUD 3.52 | 2 | FPO | 2 |
| 14-Sep-12 | MBL | On market purchase | AUD 3.47 | 2,817 | FPO | 2,817 |
| 14-Sep-12 14-Sep-12 |
MBL MBL |
On market purchase On market purchase |
AUD 3.50 AUD 3.55 |
239 300 |
FPO FPO |
239 300 |
| 17-Sep-12 | MIML | Inspecie transfer to client | AUD 3.52 | -23,499 | FPO | 23,499 |
| 17-Sep-12 | MBL | On market sale | AUD 3.52 | -1,352 | FPO | 1,352 |
| 18-Sep-12 | MBL | On market sale | AUD 3.47 | -229 | FPO | 229 |
| 18-Sep-12 | MBL | On market sale | AUD 3.51 | -128 | FPO | 128 |
| 18-Sep-12 | MBL | On market sale | AUD 3.59 | -128 | FPO | 128 |
| 18-Sep-12 | MBL | On market sale | AUD 3.59 | -256 | FPO | 256 |
| 18-Sep-12 | MBL | On market sale | AUD 3.60 | -2,305 | FPO | 2,305 |
| 18-Sep-12 19-Sep-12 |
MBL MBL |
On market purchase Borrow Return under Stock |
AUD 3.52 AUD 3.34 |
10,356 -505,161 |
FPO FPO |
10,356 505,161 |
| Lending agreement - Refer to | ||||||
| Annex D | ||||||
| 19-Sep-12 | MFMHK | On Market Sale | AUD 3.64 | -17,394 | FPO | 17,394 |
| 19-Sep-12 | MFMHK | On Market Sale | AUD 3.64 | -682 | FPO | 682 |
| 19-Sep-12 | MBL | On market sale | AUD 3.59 | -128 | FPO | 128 |
| 19-Sep-12 19-Sep-12 |
MBL MBL |
On market sale On market sale |
AUD 3.60 AUD 3.60 |
-128 -20,841 |
FPO FPO |
128 20,841 |
| 19-Sep-12 | MBL | On market sale | AUD 3.60 | -10,420 | FPO | 10,420 |
| 19-Sep-12 | MBL | On market sale | AUD 3.60 | -20,841 | FPO | 20,841 |
| 19-Sep-12 | MBL | On market sale | AUD 3.70 | -2,790 | FPO | 2,790 |
| 19-Sep-12 | MBL | On market sale | AUD 3.60 | -10,420 | FPO | 10,420 |
| 19-Sep-12 | MBL MBL |
On market sale On market sale |
AUD 3.60 | -20,841 -2,047 |
FPO | 20,841 2,047 |
| 19-Sep-12 19-Sep-12 |
MBL | On market sale | AUD 3.71 AUD 3.60 |
-26 | FPO FPO |
26 |
| 19-Sep-12 | MBL | On market purchase | AUD 3.60 | 70 | FPO | 70 |
| 19-Sep-12 | MBL | On market sale | AUD 3.66 | -584 | FPO | 584 |
| 19-Sep-12 | MBL | On market sale | AUD 3.62 | -49 | FPO | 49 |
| 19-Sep-12 | MBL | On market sale | AUD 3.62 | -897 | FPO | 897 |
| 19-Sep-12 19-Sep-12 |
MBL MBL |
On market purchase On market sale |
AUD 3.69 AUD 3.59 |
2,382 -113 |
FPO FPO |
2,382 113 |
| 19-Sep-12 | MBL | On market sale | AUD 3.69 | -1,532 | FPO | 1,532 |
| 19-Sep-12 | MBL | On market purchase | AUD 3.67 | 667 | FPO | 667 |
| 19-Sep-12 | MBL | On market purchase | AUD 3.62 | 59 | FPO | 59 |
| 19-Sep-12 | MBL | On market purchase | AUD 3.58 | 1,113 | FPO | 1,113 |
| 19-Sep-12 | MBL | On market sale | AUD 3.65 | -688 | FPO | 688 |
| 19-Sep-12 | MBL MBL |
On market purchase On market sale |
AUD 3.63 AUD 3.72 |
1,980 -4,619 |
FPO | 1,980 4,619 |
| 20-Sep-12 20-Sep-12 |
MBL | On market sale | AUD 3.72 | -100,326 | FPO FPO |
100,326 |
| 20-Sep-12 | MBL | On market purchase | AUD 3.70 | 129 | FPO | 129 |
| 20-Sep-12 | MBL | On market purchase | AUD 3.69 | 204 | FPO | 204 |
| 20-Sep-12 | MBL | On market purchase | AUD 3.68 | 129 | FPO | 129 |
| 20-Sep-12 | MBL MBL |
On market purchase On market purchase |
AUD 3.68 | 129 2,388 |
FPO | 129 2,388 |
| 20-Sep-12 20-Sep-12 |
MBL | On market sale | AUD 3.68 AUD 3.69 |
-120 | FPO FPO |
120 |
| 20-Sep-12 | MBL | On market sale | AUD 3.70 | -78 | FPO | 78 |
| 21-Sep-12 | MIML | On Market Sale | AUD 3.57 | -1,708 | FPO | 1,708 |
| 21-Sep-12 | MIML | On Market Sale | AUD 3.57 | -877 | FPO | 877 |
| 21-Sep-12 | MLL | On Market Sale | AUD 3.57 | -230 | FPO | 230 |
| 21-Sep-12 21-Sep-12 |
MBL MBL |
On market purchase On market purchase |
AUD 3.68 AUD 3.65 |
115 129 |
FPO FPO |
115 129 |
| 21-Sep-12 | MBL | On market purchase | AUD 3.62 | 258 | FPO | 258 |
| 21-Sep-12 | MBL | On market purchase | AUD 3.59 | 129 | FPO | 129 |
| 21-Sep-12 | MBL | On market purchase | AUD 3.55 | 258 | FPO | 258 |
| 21-Sep-12 | MBL | On market purchase | AUD 3.57 | 2,061 | FPO | 2,061 |
| 21-Sep-12 21-Sep-12 |
MBL MBL |
On market sale On market sale |
AUD 3.57 AUD 3.68 |
-177 -65 |
FPO FPO |
177 65 |
| 21-Sep-12 | MBL | On market purchase | AUD 3.64 | 1,007 | FPO | 1,007 |
| Date of change |
Person whose relevant interest changed |
Nature of change | Consideration | Number of securities affected |
Class Person's votes affected |
|
|---|---|---|---|---|---|---|
| 21-Sep-12 | MBL | On market purchase | AUD 3.58 | 2,000 | FPO | 2,000 |
| 21-Sep-12 | MBL | On market purchase | AUD 3.59 | 5 | FPO | 5 |
| 21-Sep-12 | MBL | On market purchase | AUD 3.56 | 2,565 | FPO | 2,565 |
| 21-Sep-12 | MBL | On market sale | AUD 3.59 | -281 | FPO | 281 |
| 21-Sep-12 | MBL | On market sale | AUD 3.64 | -72 | FPO | 72 |
| 21-Sep-12 | MBL | On market sale | AUD 3.62 | -15 | FPO | 15 |
| 21-Sep-12 | MBL | On market sale | AUD 3.57 | -1,106 | FPO | 1,106 |
| 24-Sep-12 | MBL | On market purchase | AUD 3.57 | 115 | FPO | 115 |
| 24-Sep-12 24-Sep-12 |
MBL MBL |
On market purchase On market purchase |
AUD 3.55 AUD 3.61 |
258 1,862 |
FPO FPO |
258 1,862 |
| 24-Sep-12 | MBL | On market purchase | AUD 3.57 | 10,368 | FPO | 10,368 |
| 24-Sep-12 | MBL | On market sale | AUD 3.61 | -231 | FPO | 231 |
| 24-Sep-12 | MBL | On market sale | AUD 3.57 | -1,270 | FPO | 1,270 |
| 24-Sep-12 | MBL | On market purchase | AUD 3.54 | 1,686 | FPO | 1,686 |
| 25-Sep-12 | MBL | On market purchase | AUD 3.53 | 115 | FPO | 115 |
| 25-Sep-12 | MBL | On market purchase | AUD 3.52 | 129 | FPO | 129 |
| 25-Sep-12 | MBL | On market purchase | AUD 3.58 | 129 | FPO | 129 |
| 25-Sep-12 | MBL | On market purchase | AUD 3.59 | 258 | FPO | 258 |
| 25-Sep-12 | MBL | On market purchase | AUD 3.57 | 3,493 | FPO | 3,493 |
| 25-Sep-12 | MBL MBL |
On market purchase On market sale |
AUD 3.56 AUD 3.58 |
90 -56 |
FPO | 90 56 |
| 25-Sep-12 25-Sep-12 |
MBL | On market sale | AUD 3.57 | -119 | FPO FPO |
119 |
| 25-Sep-12 | MBL | On market sale | AUD 3.58 | -1,228 | FPO | 1,228 |
| 25-Sep-12 | MBL | On market sale | AUD 3.56 | -220 | FPO | 220 |
| 25-Sep-12 | MBL | On market purchase | AUD 3.54 | 1,129 | FPO | 1,129 |
| 25-Sep-12 | MBL | On market purchase | AUD 3.56 | 44 | FPO | 44 |
| 25-Sep-12 | MBL | On market purchase | AUD 3.56 | 287 | FPO | 287 |
| 26-Sep-12 | MFMHK | On Market Sale | AUD 3.56 | -1,188 | FPO | 1,188 |
| 26-Sep-12 | MBL | On market purchase | AUD 3.55 | 230 | FPO | 230 |
| 26-Sep-12 | MBL MBL |
On market purchase On market purchase |
AUD 3.55 AUD 3.55 |
129 1,023 |
FPO | 129 1,023 |
| 26-Sep-12 26-Sep-12 |
MBL | On market sale | AUD 3.56 | -112 | FPO FPO |
112 |
| 27-Sep-12 | MBL | On market purchase | AUD 3.55 | 230 | FPO | 230 |
| 27-Sep-12 | MBL | On market purchase | AUD 3.51 | 129 | FPO | 129 |
| 27-Sep-12 | MBL | On market purchase | AUD 3.51 | 129 | FPO | 129 |
| 27-Sep-12 | MBL | On market purchase | AUD 3.53 | 2,114 | FPO | 2,114 |
| 27-Sep-12 | MBL | On market purchase | AUD 3.53 | 27 | FPO | 27 |
| 27-Sep-12 | MBL | On market purchase | AUD 3.53 | 1,400 | FPO | 1,400 |
| 28-Sep-12 | MBL MBL |
On market sale On market purchase |
AUD 3.60 | -161 1,312 |
FPO | 161 1,312 |
| 28-Sep-12 28-Sep-12 |
MBL | On market purchase | AUD 3.64 AUD 3.62 |
100 | FPO FPO |
100 |
| 28-Sep-12 | MBL | On market purchase | AUD 3.62 | 2,793 | FPO | 2,793 |
| 28-Sep-12 | MBL | On market purchase | AUD 3.62 | 1,532 | FPO | 1,532 |
| 28-Sep-12 | MBL | On market purchase | AUD 3.61 | 100 | FPO | 100 |
| 28-Sep-12 | MBL | On market sale | AUD 3.62 | -699 | FPO | 699 |
| 28-Sep-12 | MBL | On market sale | AUD 3.63 | -1,317 | FPO | 1,317 |
| 28-Sep-12 28-Sep-12 |
MBL MBL |
On market purchase On market sale |
AUD 3.61 AUD 3.61 |
565 -315 |
FPO FPO |
565 315 |
| 28-Sep-12 | MBL | On market purchase | AUD 3.62 | 458 | FPO | 458 |
| 28-Sep-12 | MBL | On market sale | AUD 3.62 | -526 | FPO | 526 |
| 28-Sep-12 | MBL | On market purchase | AUD 3.62 | 4,634 | FPO | 4,634 |
| 28-Sep-12 | MBL | On market purchase | AUD 3.62 | 246 | FPO | 246 |
| 28-Sep-12 | MBL | On market sale | AUD 3.61 | -1,255 | FPO | 1,255 |
| 28-Sep-12 | MBL | On market sale | AUD 3.61 | -15 | FPO | 15 |
| 28-Sep-12 | MBL | On market sale | AUD 3.63 | -755 | FPO | 755 |
| 28-Sep-12 | MBL MFMHK |
On market purchase On Market Purchase |
AUD 3.63 | 2,091 1,771 |
FPO | 2,091 1,771 |
| 01-Oct-12 01-Oct-12 |
MFMHK | On Market Purchase | AUD 3.64 AUD 3.64 |
16,432 | FPO FPO |
16,432 |
| 01-Oct-12 | MBL | On market sale | AUD 3.64 | -461 | FPO | 461 |
| 01-Oct-12 | MBL | On market purchase | AUD 3.63 | 129 | FPO | 129 |
| 01-Oct-12 | MBL | On market purchase | AUD 3.65 | 401 | FPO | 401 |
| 01-Oct-12 | MBL | On market purchase | AUD 3.63 | 427 | FPO | 427 |
| 01-Oct-12 | MBL | On market sale | AUD 3.63 | -427 | FPO | 427 |
| 02-Oct-12 02-Oct-12 |
MBL MBL |
On market sale On market sale |
AUD 3.69 AUD 3.75 |
-230 -23 |
FPO FPO |
230 23 |
| 02-Oct-12 | MBL | On market purchase | AUD 3.69 | 214 | FPO | 214 |
| 02-Oct-12 | MBL | On market sale | AUD 3.73 | -214 | FPO | 214 |
| 03-Oct-12 | MIML | On Market Purchase | AUD 3.72 | 80,154 | FPO | 80,154 |
| 03-Oct-12 | MBL | On market purchase | AUD 3.75 | 129 | FPO | 129 |
| 03-Oct-12 | MBL | On market purchase | AUD 3.72 | 258 | FPO | 258 |
| 03-Oct-12 | MBL | On market sale | AUD 3.70 | -1,813 | FPO | 1,813 |
| 03-Oct-12 03-Oct-12 |
MBL MBL |
On market purchase On market purchase |
AUD 3.73 AUD 3.72 |
571 25 |
FPO FPO |
571 25 |
| 03-Oct-12 | MBL | On market sale | AUD 3.70 | -252 | FPO | 252 |
| Date of change |
Person whose relevant interest changed |
Nature of change | Consideration | Number of securities affected |
Class Person's votes affected |
|
|---|---|---|---|---|---|---|
| 03-Oct-12 | MBL | On market sale | AUD 3.73 | -572 | FPO | 572 |
| 03-Oct-12 | MBL | On market sale | AUD 3.72 | -19 | FPO | 19 |
| 03-Oct-12 | MBL | On market sale | AUD 3.72 | -6 | FPO | 6 |
| 03-Oct-12 | MBL | On market purchase | AUD 3.70 | 409 | FPO | 409 |
| 03-Oct-12 | MBL | On market sale | AUD 3.72 | -70 | FPO | 70 |
| 03-Oct-12 | MBL | On market sale | AUD 3.75 | -4 | FPO | 4 |
| 03-Oct-12 | MBL | On market purchase | AUD 3.69 | 1 | FPO | 1 |
| 03-Oct-12 | MBL | On market purchase | AUD 3.77 | 4 | FPO | 4 |
| 04-Oct-12 | MIML | On Market Purchase | AUD 3.72 | 29,456 | FPO | 29,456 |
| 04-Oct-12 | MBL | On market purchase | AUD 3.70 | 230 | FPO | 230 |
| 04-Oct-12 | MBL | On market purchase | AUD 3.73 | 101 | FPO | 101 |
| 04-Oct-12 | MBL | On market purchase | AUD 3.70 | 129 | FPO | 129 |
| 04-Oct-12 | MBL | On market purchase | AUD 3.77 | 129 | FPO | 129 |
| 04-Oct-12 | MBL | On market purchase | AUD 3.77 | 129 | FPO | 129 |
| 04-Oct-12 | MBL | On market purchase | AUD 3.70 | 5,148 | FPO | 5,148 |
| 04-Oct-12 | MBL | On market purchase | AUD 3.80 | 2,089 | FPO | 2,089 |
| 04-Oct-12 | MBL | On market sale | AUD 3.77 | -9 | FPO | 9 |
| 04-Oct-12 | MBL MIML |
On market sale On Market Purchase |
AUD 3.77 | -58 135,170 |
FPO | 58 135,170 |
| 05-Oct-12 05-Oct-12 |
MBL | On market sale | AUD 3.87 AUD 3.85 |
-230 | FPO FPO |
230 |
| 05-Oct-12 | MBL | On market purchase | AUD 3.87 | 2,500 | FPO | 2,500 |
| 05-Oct-12 | MBL | On market purchase | AUD 3.90 | 129 | FPO | 129 |
| 05-Oct-12 | MBL | On market purchase | AUD 3.90 | 129 | FPO | 129 |
| 05-Oct-12 | MBL | On market purchase | AUD 3.88 | 129 | FPO | 129 |
| 05-Oct-12 | MBL | On market purchase | AUD 3.88 | 258 | FPO | 258 |
| 05-Oct-12 | MBL | On market purchase | AUD 3.87 | 129 | FPO | 129 |
| 05-Oct-12 | MBL | On market purchase | AUD 3.87 | 129 | FPO | 129 |
| 05-Oct-12 | MBL | On market purchase | AUD 3.87 | 1,006 | FPO | 1,006 |
| 05-Oct-12 | MBL | On market sale | AUD 3.87 | -5 | FPO | 5 |
| 05-Oct-12 | MBL | On market purchase | AUD 3.90 | 325 | FPO | 325 |
| 05-Oct-12 | MBL | On market purchase | AUD 3.90 | 41 | FPO | 41 |
| 05-Oct-12 | MBL | On market purchase | AUD 3.87 | 2 | FPO | 2 |
| 05-Oct-12 | MBL | On market sale | AUD 3.87 | -170 | FPO | 170 |
| 05-Oct-12 | MBL | On market sale | AUD 3.87 | -155 | FPO | 155 |
| 05-Oct-12 | MBL | On market sale | AUD 3.92 | -20 | FPO | 20 |
| 05-Oct-12 | MBL MBL |
On market sale On market purchase |
AUD 3.90 | -41 129 |
FPO | 41 129 |
| 08-Oct-12 08-Oct-12 |
MBL | On market purchase | AUD 3.80 AUD 3.83 |
460 | FPO FPO |
460 |
| 08-Oct-12 | MBL | On market purchase | AUD 3.86 | 129 | FPO | 129 |
| 08-Oct-12 | MBL | On market purchase | AUD 3.84 | 1,950 | FPO | 1,950 |
| 08-Oct-12 | MBL | On market purchase | AUD 3.87 | 5,084 | FPO | 5,084 |
| 08-Oct-12 | MBL | On market sale | AUD 3.87 | -5,084 | FPO | 5,084 |
| 09-Oct-12 | MBL | On market sale | AUD 3.83 | -115 | FPO | 115 |
| 09-Oct-12 | MBL | On market purchase | AUD 3.89 | 184 | FPO | 184 |
| 09-Oct-12 | MBL | On market sale | AUD 3.85 | -2 | FPO | 2 |
| 09-Oct-12 | MBL | On market purchase | AUD 3.86 | 3 | FPO | 3 |
| 09-Oct-12 | MBL | On market sale | AUD 3.87 | -3 | FPO | 3 |
| 10-Oct-12 | MLL | On Market Sale | AUD 3.96 | -61 | FPO | 61 |
| 10-Oct-12 | MBL | On market purchase | AUD 3.85 | 460 | FPO | 460 |
| 10-Oct-12 10-Oct-12 |
MBL MBL |
On market sale On market sale |
AUD 3.82 AUD 3.84 |
-2,500 -1,000 |
FPO FPO |
2,500 1,000 |
| 10-Oct-12 | MBL | On market purchase | AUD 3.94 | 129 | FPO | 129 |
| 10-Oct-12 | MBL | On market sale | AUD 3.96 | -175 | FPO | 175 |
| 10-Oct-12 | MBL | On market purchase | AUD 3.86 | 3,760 | FPO | 3,760 |
| 10-Oct-12 | MBL | On market purchase | AUD 3.85 | 307 | FPO | 307 |
| 10-Oct-12 | MBL | On market purchase | AUD 3.94 | 6,367 | FPO | 6,367 |
| 10-Oct-12 | MBL | On market purchase | AUD 3.88 | 1 | FPO | 1 |
| 10-Oct-12 | MBL | On market purchase | AUD 3.90 | 132 | FPO | 132 |
| 10-Oct-12 | MBL | On market purchase | AUD 3.86 | 1,280 | FPO | 1,280 |
| 10-Oct-12 | MBL | On market purchase | AUD 3.95 | 1,876 | FPO | 1,876 |
| 10-Oct-12 | MBL | On market purchase | AUD 3.92 | 375 | FPO | 375 |
| 10-Oct-12 | MBL | On market sale | AUD 3.95 | -200 | FPO | 200 |
| 10-Oct-12 | MBL MBL |
On market purchase On market sale |
AUD 3.92 AUD 3.94 |
980 -1,283 |
FPO | 980 1,283 |
| 10-Oct-12 11-Oct-12 |
MBL | On market sale | AUD 3.96 | -115 | FPO FPO |
115 |
| 11-Oct-12 | MBL | On market purchase | AUD 3.86 | 129 | FPO | 129 |
| 11-Oct-12 | MBL | On market purchase | AUD 3.90 | 331 | FPO | 331 |
| 11-Oct-12 | MBL | On market sale | AUD 3.90 | -1,849 | FPO | 1,849 |
| 11-Oct-12 | MBL | On market sale | AUD 3.87 | -200 | FPO | 200 |
| 11-Oct-12 | MBL | On market sale | AUD 3.88 | -2,906 | FPO | 2,906 |
| 11-Oct-12 | MBL | On market sale | AUD 3.89 | -4,740 | FPO | 4,740 |
| 11-Oct-12 | MBL | On market sale | AUD 3.88 | -2 | FPO | 2 |
| 11-Oct-12 | MBL | On market sale | AUD 3.89 | -8,139 | FPO | 8,139 |
| 11-Oct-12 | MBL | On market sale | AUD 3.90 | -14 | FPO | 14 |
| Date of change |
Person whose relevant interest changed |
Nature of change | Consideration | Number of securities affected |
Class Person's votes affected |
|
|---|---|---|---|---|---|---|
| 11-Oct-12 | MBL | On market sale | AUD 3.90 | -3,220 | FPO | 3,220 |
| 11-Oct-12 | MBL | On market sale | AUD 3.92 | -1,300 | FPO | 1,300 |
| 11-Oct-12 | MBL | On market sale | AUD 3.93 | -1,328 | FPO | 1,328 |
| 11-Oct-12 | MBL | On market sale | AUD 3.93 | -1,520 | FPO | 1,520 |
| 11-Oct-12 | MBL | On market sale | AUD 3.91 | -800 | FPO | 800 |
| 11-Oct-12 | MBL | On market sale | AUD 3.93 | -6,502 | FPO | 6,502 |
| 12-Oct-12 | MBL | On market purchase | AUD 3.92 | 115 | FPO | 115 |
| 12-Oct-12 | MBL | On market purchase | AUD 3.90 | 1,011 | FPO | 1,011 |
| 12-Oct-12 | MBL | On market sale | AUD 3.91 | -1,085 | FPO | 1,085 |
| 12-Oct-12 | MBL | On market sale | AUD 3.91 | -235 | FPO | 235 |
| 12-Oct-12 | MBL | On market sale | AUD 3.92 | -90 | FPO | 90 |
| 12-Oct-12 | MBL | On market sale | AUD 3.91 | -72 | FPO | 72 |
| 12-Oct-12 | MBL | On market sale | AUD 3.91 | -161 | FPO | 161 |
| 12-Oct-12 | MBL | On market sale | AUD 3.91 | -752 | FPO | 752 |
| 15-Oct-12 | MIML | On Market Purchase | AUD 3.80 | 4,282 | FPO | 4,282 |
| 15-Oct-12 | MBL | On market purchase | AUD 3.76 | 230 | FPO | 230 |
| 15-Oct-12 | MBL | On market sale | AUD 3.80 | -129 | FPO | 129 |
| 15-Oct-12 | MBL | On market sale | AUD 3.82 | -101 | FPO | 101 |
| 15-Oct-12 | MBL | On market purchase | AUD 3.80 | 1,517 | FPO | 1,517 |
| 15-Oct-12 | MBL | On market purchase | AUD 3.83 | 2,761 | FPO | 2,761 |
| 15-Oct-12 | MBL | On market purchase | AUD 3.82 | 105 | FPO | 105 |
| 15-Oct-12 | MBL | On market purchase | AUD 3.83 | 668 | FPO | 668 |
| 15-Oct-12 | MBL | On market purchase | AUD 3.81 | 200 | FPO | 200 |
| 15-Oct-12 | MBL | On market purchase | AUD 3.81 | 2,281 | FPO | 2,281 |
| 15-Oct-12 | MBL | On market sale | AUD 3.80 | -15 | FPO | 15 |
| 16-Oct-12 | MBL | Borrow Delivery under Stock | AUD 4.00 | 60,000 | FPO | 60,000 |
| Lending agreement - Refer to | ||||||
| Annex C | ||||||
| 16-Oct-12 | MIML | On Market Purchase | AUD 3.76 | 3,856 | FPO | 3,856 |
| 16-Oct-12 | MIML | On Market Purchase | AUD 3.76 | 4,282 | FPO | 4,282 |
| 16-Oct-12 | MBL | On market purchase | AUD 3.79 | 230 | FPO | 230 |
| 16-Oct-12 | MBL | On market sale | AUD 3.76 | -230 | FPO | 230 |
| 16-Oct-12 | MBL | On market purchase | AUD 3.76 | 552 | FPO | 552 |
| 16-Oct-12 | MBL | On market purchase | AUD 3.74 | 207 | FPO | 207 |
| 16-Oct-12 | MBL | On market sale | AUD 3.76 | -14 | FPO | 14 |
| 16-Oct-12 | MBL | On market purchase | AUD 3.71 | 1,118 | FPO | 1,118 |
| 17-Oct-12 | MBL | Borrow Delivery under Stock | AUD 4.10 | 150,000 | FPO | 150,000 |
| Lending agreement - Refer to | ||||||
| Annex E | ||||||
| 17-Oct-12 | MBL | Borrow Delivery under Stock | AUD 3.95 | 450,000 | FPO | 450,000 |
| Lending agreement - Refer to | ||||||
| Annex F | ||||||
| 17-Oct-12 | MFMHK | On Market Sale | AUD 3.81 | -1,866 | FPO | 1,866 |
| 17-Oct-12 | MIML | On Market Purchase | AUD 3.82 | 2,290 | FPO | 2,290 |
| 17-Oct-12 | MIML | On Market Purchase | AUD 3.80 | 4,282 | FPO | 4,282 |
| 17-Oct-12 | MBL | On market purchase | AUD 3.83 | 689 | FPO | 689 |
| 17-Oct-12 | MBL MBL |
On market purchase On market purchase |
AUD 3.82 AUD 3.81 |
1,792 343 |
FPO | 1,792 343 |
| 17-Oct-12 17-Oct-12 |
MBL | On market purchase | AUD 3.82 | 71 | FPO FPO |
71 |
| 17-Oct-12 | MBL | On market purchase | AUD 3.81 | 1,300 | FPO | 1,300 |
| 17-Oct-12 | MBL | On market purchase | AUD 3.81 | 2,327 | FPO | 2,327 |
| 17-Oct-12 | MBL | On market purchase | AUD 3.80 | 1,056 | FPO | 1,056 |
| 17-Oct-12 | MBL | On market purchase | AUD 3.79 | 3,321 | FPO | 3,321 |
| 17-Oct-12 | MBL | On market purchase | AUD 3.81 | 71 | FPO | 71 |
| 17-Oct-12 | MBL | On market purchase | AUD 3.81 | 700 | FPO | 700 |
| 17-Oct-12 | MBL | On market purchase | AUD 3.81 | 2,034 | FPO | 2,034 |
| 17-Oct-12 | MBL | On market sale | AUD 3.80 | -249 | FPO | 249 |
| 17-Oct-12 | MBL | On market purchase | AUD 3.79 | 1,265 | FPO | 1,265 |
| 17-Oct-12 | MBL | On market purchase | AUD 3.81 | 1,738 | FPO | 1,738 |
| 17-Oct-12 | MBL | On market sale | AUD 3.81 | -679 | FPO | 679 |
| 17-Oct-12 | MBL | On market purchase | AUD 3.81 | 162 | FPO | 162 |
| 17-Oct-12 | MBL | On market purchase | AUD 3.82 | 1,723 | FPO | 1,723 |
| 18-Oct-12 | MIML | Off Market Crossing | AUD 3.86 | -3,418 | FPO | 3,418 |
| 18-Oct-12 | MIML | Off Market Crossing | AUD 3.86 | 3,418 | FPO | 3,418 |
ANNEXURE 'C'
This is the annexure marked 'C' of 46 pages referred to in the Notice of change of interests of substantial holder.
ANNEXURE 'D'
This is the annexure marked 'D' of 42 pages referred to in the Notice of change of interests of substantial holder.
ANNEXURE 'E'
This is the annexure marked 'E' of 40 pages referred to in the Notice of change of interests of substantial holder.
ANNEXURE 'F'
This is the annexure marked 'F' of 56 pages referred to in the Notice of change of interests of substantial holder.
ANNEXURE 'G'
This is the annexure marked 'G' of 38 pages referred to in the Notice of change of interests of substantial holder.
Australian Securities Lending Association Limited
(ACN 054 944 482) Level 18, 20 Bond Street Sydney NSW 2000 Tel: (02) 9220 1413 Fax: (02) 9220 1379
(Version: 4 April 1997)
1 7 q'5() ~-
Coversheet
to
AUSTRALIAN MASTER SECURITIES LENDING AGREEMENT'
dated as of: 25 MAY 2000
Between: TilE CHA-sE-MA-NHATIAN -BANKiSV.aNEY BRANCH)
JD rAof(, AI-J CrIAS~ fSAN'L
And: MACQUARIE BANK LIMITED
* This agreement is adapted/rom the ISLA Overseas Securities Lender's Agreement (Version: December 1995. as amended by 1996 UK Tax Addendum), prepared by Clifford Chance, London, England/or use by parties required to meet UK Inland Revenue tax requirements.
* This agreement is also subject to the "Warning and Disclaimer" on the coversheet to the User's Guide relating to this agreement.
© Mallesons Stephen Jaques
SOLICITORS Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Telephone (02) 9296 2000 Fax (02) 9296 3999 DX 113 Sydney Ref: JCK
L6350 25/05/00
| Contents | Agreement |
|---|---|
| 1 Interpretation |
|
| 1 Interpretation |
2 |
|---|---|
| 2 Loans of Securities |
3 |
| of 3 Delivery Securities |
4 |
| and 4 Title, Distributions Voting |
4 |
| 5 Fees |
6 |
| 6 Collateral |
6 |
| of 7 Redeljvery Equivalent Securities |
8 |
| 8 Set-off etc. |
9 |
| and of 9 Stamp duty, taxes etc loss tax benefits |
11 |
| Lender's 10 warranties |
13 |
| 11 Borrower's warranties |
13 |
| of 12 Events Default |
14 |
| 13 Outstanding payments |
15 |
| 14 Transactions entered into as agent |
15 |
| of of 15 Termination course dealings by notice |
17 |
| or or tax 16 No reliance accounting representations other Party by |
17 |
| of 17 Observance procedures |
17 |
| 18 Severance |
17 |
| Specific performance 19 |
17 |
| 20 Notices |
18 |
| 21 Assignment | 18 |
| Non-Waiver 22 |
18 |
| Time 23 |
18 |
| 24 Recording |
19 |
| 25 Miscellaneous |
19 |
Page No
| Contents | Agreement | Page No |
|---|---|---|
| 26 Definitions |
19 | |
| Governing Law and Jurisdiction 27 |
27 | |
| Particulars Schedule 1 - |
28 | |
| of Schedule 2 Specimen Form Borrowing Request (see clause and definition of "Borrowing Request" in clause 26) |
2.1 33 |
|
| (if Terms and Schedule 3 Supplementary Conditions any) |
35 |
Australian Securities Lending Association Limited
(ACN 054 944 482) Level 18, 20 Bond Sireel Sydney NSW 2000 Tel: (02) 9220 1413 Fax: (02) 9220 1379
AUSTRALIAN MASTER SECURITIES LENDING AGREEMENT *
(Version: 4 April 1997)
| dated as of: |
25 2000 May |
|
|---|---|---|
| Between: | (1) | Chase Manhattan Bank (Sydney Branch) |
| ARBN 074 11201 I |
||
| OfLevel35, AAP Centre, 259 George Street, Sydney NSW 2000 |
||
| And: | (2) | Macquarie Bank Limited |
| ACN 008 583 542 |
||
| ofLevel IS, Nol Manin Place, Sydney NSW 2000 |
* This agreement is adaptedfrom the ISLA Overseas Securities Lender's Agreement (Version: December 1995, as amended by I996 UK Tax Addendum), prepared by Clifford Chance, London, EngLandfor use by parties required to meet UK InLand Revenue tax requirements.
* This agreement is aLso subject to the "Warning and Disclaimer" on the coversheet to the "User's Guide" reLating to this agreement.
© Mallesons Stephen Jaques
SOLICITORS Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Telephone (02) 9296 2000 Fax (02) 9296 3999 DX 113 Sydney Ref: JCK
AGREEMENT
Recitals:
- A. The Parties hereto are desirous of agreeing to a procedure whereby either one of them (the "Lender") will make available to the other of them (the "Borrower") from time to time Securities (as hereinafter defined).
- B. All transactions carried out under this Agreement will be effected in accordance with the Rules (as hereinafter defined), if applicable, together with current market practices, customs and conventions, in so far as they are not inconsistent with the terms ofthis Agreement.
Operative provisions:
1 Interpretation
- 1.1 [Definitions] The tenns defined in clause 26 and in Schedule 1 have the meanings therein specified for the purposes ofthis Agreement.
- 1.2 [Inconsistency] In the event of any inconsistency between the provISIons of Schedule I and the other provisions of this Agreement, Schedule 1 will prevail. In the event of any inconsistency between the provisions (if any) of Schedule 3 and the other provisions of this Agreement (including Schedule 1), Schedule 3 will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Agreement (including Schedules I and 3), such Confirmation will prevail for the purpose ofthe relevant transaction.
- 1.3 [Single agreement] All transactions are entered into in reliance on the fact that this Agreement and all Confirmations form a single agreement between the Parties (collectively referred to as this "Agreement"), and the Parties would not otherwise enter into any transactions.
- 1.4 [Interpretation] In this Agreement:
-
(a) Unless the context otherwise requires:
- (i) The singular includes the plural and vice versa.
- (ii) A person includes a corporation.
- (iii) A corporation includes any body corporate and any statutory authority.
- (iv) A reference to a statute, ordinance, code or other law or the Rules includes regulations or other instruments under it or them and consolidations, amendments, re-enactments or replacements of any ofthem.
-
(b) Notwithstanding the use of expressions such as "borrow", "lend", "Collateral", "Margin'" "redeliver" etc., which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, title to Securities "borrowed" or "lent" and "Collateral" provided in accordance with this Agreement shall pass from one Party to another as provided for in this Agreement, the Party obtaining such title being obliged to redeliver Equivalent Securities or Equivalent Collateral, as the case may be.
- 1.5 [Headings] All headings appear for convenience only and shall not affect the interpretation ofthis Agreement.
- 1.6 [Currency conversion] For the purposes of clauses 6, 8.3 and 8.4, when a conversion into the Base Currency is required, all prices, sums or values (including any Value, Offer Value and Bid Value) of Securities, Equivalent Securities, Collateral or Equivalent Collateral (including Cash Collateral) stated in currencies other than the Base Currency shall be converted into the Base Currency at the rate quoted by an Australian bank selected by the Lender (or, if an Event of Default has occurred in relation to the Lender, by the Borrower) at or about II.DDam (Sydney time) on the day of conversion as its spot rate for the sale by the bank of the Base Currency in exchange for the relevant other currency.
- 1.7 [Other agreements] Where at any time there is in existence any other agreement between the Parties the terms of which make provision for the lending of Securities (as defined in this Agreement) as well as other securities, the terms of this Agreement shall apply to the lending ofsuch Securities to the exclusion of any other such agreement.
- 1.8 [Nominees] If payment is to be made to a Party's nominee or otherwise in accordance with the directions of a Party (whether by the other Party or by a third party), it shaH be deemed, for the purposes of this agreement, to have been paid or made to the first mentioned Party.
2 Loans of Securities
- 2.1 [Borrowing Request and acceptance thereat] The Lender will lend Securities to the Borrower, and the Borrower will borrow Securities from the Lender, in accordance with the terms and conditions of this Agreement and with the Rules provided always that the Lender shall have received from the Borrower and accepted (by whatever means) a Borrowing Request.
- 2.2 [Changes to a Borrowing Request] The Borrower has the right to reduce the amount of Securities referred to 10, or otherwise vary, a Borrowing Request provided that:
- (a) the Borrower has notified the Lender of such reduction or variation no later than midday Australian Eastern standard or summer (as appropriate) time on the day which is two Business Days prior to the Settlement Date, unless otherwise agreed between the Parties, and
(b) the Lender shall have accepted such reduction or variation (by whatever means).
3 Delivery of Securities
[Delivery of Securities] The Lender shaH procure the delivery of Securities to the Borrower or deliver such Securities in accordance with the relevant Borrowing Request together with appropriate instruments of transfer (where necessary) duly stamped (where necessary) and such other instruments (if any) as may be requisite to vest title thereto in the Borrower. Such Securities shall be deemed to have been delivered by the Lender to the Borrower on delivery to the Borrower or as it shall direct of the relevant instruments of transfer and certificates or other documents of title (if any), or in the case of Securities title to which is registered in a computer based system which provides for the recording and transfer of title to the same by way of electronic entries (such as CHESS), on the transfer of title in accordance with the rules and procedures of such system as in force from time to time, or by such other means as may be agreed.
4 Title, Distributions and Voting
- 4.1 [Passing of title] The Parties shaH execute and deliver all necessary documents and give all necessary instructions to procure that all right, title and interest in:
- (a) any Securities borrowed pursuant to clause 2;
- (b) any Equivalent Securities redeJivered pursuant to clause 7;
- (c) any Collateral delivered pursuant to clause 6;
- (d) any Equivalent Collateral redelivered pursuant to clauses 6 or 7,
shall pass from one Party to the other, on delivery or redelivery of the same in accordance with this Agreement, free from all liens, charges, equities and encumbrances. In the case of Securities, Collateral, Equivalent Securities or Equivalent Collateral title to which is registered in a computer based system which provides for the recording and transfer of title to the same by way of electronic entries, delivery and transfer of title shall take place in accordance with the rules and procedures ofsuch system as in force from time to time.
4.2 [Distributions]
- (a) [Cash distributions] Unless otherwise agreed, where Income is paid in relation to any Securities on or by reference to an Income Payment Date on which such Securities are the subject of a loan under this Agreement, the Borrower shall, on the date ofthe payment ofsuch Income, or on such other date as the Parties may from time to time agree, (the "Relevant Payment Date") pay and deliver a sum of money equivalent to the same to the Lender, irrespective of whether the Borrower received the same.
- (b) [Non-cash distributions] Subject to paragraph (c) (unless otherwise agreed), where, in respect of any borrowed Securities or any Collateral, any rights relating to conversion, sub-division, consolidation, pre-emption, rights arising under a takeover offer or other rights, including those requiring election by the holder for the time being of such Securities or Collateral,
become exercisable prior to the redelivery of Equivalent Securities or Equivalent Collateral, then the Lender or Borrower, as the case may be, may, within a reasonable time before the latest time for the exercise of the right or option, give written notice to the other Party that, on redelivery of Equivalent Securities or Equivalent Collateral, as the case may be, it wishes to receive Equivalent Securities or Equivalent Collateral in such fonn as will arise if the right is exercised or, in the case of a right which may be exercised in more than one manner, is exercised as is specified in such written notice.
- (c) [Tax Act ss 26BC(3)(c)(ii) and (v) requirements] Notwithstanding paragraph (b), where, in respect of any Borrowed Securities or any Collateral, the relevant issuer company, trustee, government or government authority issues any right or option in respect of the Borrowed Securities or Collateral, as the case may be, the Borrower or the Lender, respectively, must deliver or make, as the case may be, to the other Party on the date of such issue or on such other date as the Parties may from time to time agree:
- (i) the right, or option; or
- (ii) an identical right or option; or
- (iii) a payment equal to the value to the Lender or the Borrower, respectively, ofthe right or option;
together with any such endorsements or assignments as shall be customary and appropriate.
- (d) [Manner of payment] Any payment to be made by the Borrower under this clause shall be made in a manner to be agreed between the Parties.
- 4.3 [Voting] Unless paragraph 4 in Schedule 1 specifies that this clause 4.3 does not apply, each Party undertakes that, where it holds Securities of the same description as any Securities borrowed by it or transferred to it by way of Collateral at a time when a right to vote arises in respect of such Securities, it will use its best endeavours to arrange for the voting rights attached to such Securities to be exercised in accordance with the instructions ofthe Lender or Borrower (as the case may be) provided always that each Party shall use its best endeavours to notify the other of its instructions in writing no later than seven Business Days prior to the date upon which such votes are exercisable, or as otherwise agreed between the Parties, and that the Party concerned shall not be obliged so to exercise the votes in respect of the number of Securities greater than the number so lent or transferred to it. For the avoidance of doubt, the Parties agree that, subject as hereinbefore provided, any voting rights attaching to the relevant Securities, Equivalent Securities, Collateral and/or Equivalent Collateral shall be exercisable by the persons in whose name they are registered, or in the case of Securities, Equivalent Securities, collateral and/or Equivalent Collateral in bearer fonn by the persons by or on behalf of whom they are held, and not necessarily by the Borrower or the Lender (as the case may be).
5 Fees
5.1 [Fees] In respect of each loan ofSecurities:
- (a) for which the Collateral is cash:
- (i) the Lender must pay a fee to the Borrower in respect of the amount of that Collateral, calculated at the rate agreed between them; and
- (ii) unless the Panies otherwise agree, the Borrower is not obliged to pay a fee to the Lender;
- (b) for which there is no Cash Collateral, the Borrower must pay a fee to the Lender, calculated at the rate agreed between them.
- 5.2 [Where there are different types of Collateral] Where the Collateral comprises only partly cash, clause 5.1 is to be construed as if there were separate loans of Securities, one secured solely by Cash Collateral and the other secured solely by non-cash Collateral.
- 5.3 [Calculation of fees] In respect of each loan of Securities, the payments referred to in clause 5.1 of this clause shall accrue daily in respect of the period commencing on and inclusive of the Settlement Day and terminating on and exclusive of the Business Day upon which Equivalent Securities are redelivered or Cash Collateral is repaid. Unless otherwise agreed, the sums so accruing in respect of each calendar month shall be paid in arrears by the Borrower to the Lender or to the Borrower by the Lender (as the case may be) not later than the Business Day which is one week after the last Business Day of the calendar month to which such payment relate or such other date as the Parties from time to time agree. Any payment made pursuant to clause 5.1 shall be in Australian currency, unless otherwise agreed, and shall be paid in such manner and at such place as shall be agreed between the Parties.
6 Collateral
- 6.1 [Borrower's obligation to provide Collateral] Unless otherwise agreed, subject to the other provisions ofthis clause 6, the Borrower undertakes to deliver to or deposit with the Lender (or in accordance with the Lender's instructions) Collateral of the kind specified in the relevant Borrowing Request or as otherwise agreed between the Parties (together with appropriate instruments of transfer duly stamped (where necessary) and such other instruments as may be requisite to vest title thereto in the Lender) simultaneously with delivery ofthe Borrowed Securities by the Lender.
- 6.2 [Global margining]
- (a) [Adjustments to Collateral] Unless otherwise agreed between the Parties, subject to paragraph (b), clause 6.4 and paragraph 1.5 in Schedule 1:
- (i) The aggregate Value of the Collateral delivered to or deposited with the Lender or its nominated bank or depositary (excluding any Collateral repaid or redelivered under paragraph (ii) below (as the case may be» in respect of all loans of Securities outstanding under this Agreement ("Posted Collateral") shall from day to day and at
any time be at least the aggregate of the Required Collateral Values in respect ofsuch loans.
- (ii) Ifat any time the aggregate Value ofthe Posted Collateral in respect of all loans of Securities outstanding under this Agreement exceeds the aggregate ofthe Required Collateral Values in respect ofsuch loans, the Lender shall (on demand) repay such Cash Collateral and/or redeliver to the Borrower such Equivalent Collateral as will eliminate the excess.
- (iii) Ifat any time the aggregate Value ofthe Posted Collateral in respect of all loans of Securities outstanding under this Agreement falls below the aggregate of Required Collateral Values in respect of all such loans. the Borrower shall (on demand) provide such further Collateral to the Lender as will eliminate the deficiency.
- (b) [Netting of Collateral obligations where a Party is both Lender and Borrower) Unless otherwise agreed between the Parties, subject to clause 6.4 and paragraph 1.5 in Schedule I, where paragraph (a) applies, if a Party (the "first Party") would, but for this paragraph, be required under paragraph (a) to repay Cash Collateral, redeliver Equivalent Collateral or provide further Collateral in circumstances where the other Party (the "second Party") would, but for this paragraph, also be required to repay Cash Collateral, redeliver Equivalent Collateral or provide further Collateral under paragraph (a), then the Value of the Cash Collateral, Equivalent Collateral or further Collateral deliverable by the first Party ("X") shall be set-off against the Value of the Cash Collateral, Equivalent Collateral or further Collateral deliverable by the second Party ("Y") and the only obligation of the Parties under paragraph (a) shall be, where X exceeds Y, an obligation of the first Party, or where Y exceed X, an obligation of the second Party. (on demand) to repay Cash Collateral, redeliver Equivalent Collateral or deliver further Collateral having a Value equal to the difference between X and Y.
- 6.3 [Required Collateral Value] For the purposes of clause 6.2(a), the Value of the Posted Collateral to be delivered or deposited in respect of any loan of Securities, while the loan ofSecurities continues, shall be equal to the aggregate ofthe Value of the borrowed Securities and the Margin applicable thereto (the "Required Collateral Value").
- 6.4 [Time for payment/repayment of Collateral] Except as provided in clause 6.1 or clause 6.6, where any Cash Collateral is to be repaid, Equivalent Collateral is to be redelivered or further Collateral is to be provided under this clause 6, it shall be paid or delivered as stated in paragraph 1.4 in Schedule I.
- 6.5 [Substitution of Alternative Collateral] The Borrower may from time to time call for the repayment of Cash Collateral or the redelivery of Equivalent Collateral prior to the date on which the same would otherwise have been repayable or redeliverable, provided that, at the time of such repayment or redelivery, the Borrower shall have delivered or delivers Alternative Collateral acceptable to the Lender.
6.6 [Return of CollaterallEquivalent Collateral on redelivery of Equivalent Securities]
- (a) Cash Collateral shall be repaid and Equivalent Collateral shall be redelivered at the same time as Equivalent Securities in respect of the Securities borrowed are redelivered.
- (b) Where Collateral is provided through a book entry transfer system (such as Austraclear or RITS), the obligation of the Lender shall be to redeliver Equivalent Collateral through such book entry transfer system in accordance with this Agreement. If the loan of Securities in respect of which Collateral was provided has not been discharged when the Equivalent Collateral is redelivered, any payment obligation generated within the book entry transfer system on such redelivery shall, until the loan of Securities is discharged or further Col1ateral is provided, be deemed to constitute an obligation to pay Cash Collateral.
- 6.7 [Receipt by Lender of Income on Collateral] Where Collateral (other than Cash Collateral) is delivered in respect of which any Income may become payable and an Income Payment Date in respect of that Collateral occurs prior to the redelivery of Equivalent Collateral, then, unless such Income is paid directly to the Borrower, the Lender shall, on the date on which such Income is paid or on such other date as the Parties may from time to time agree, pay and deliver a sum of money or property equivalent to such Income (with any such endorsements or assignments as shall be customary and appropriate to effect the delivery) to the Borrower.
- 6.8 [Borrower's rights re Collateral are not assignable] The Borrower may not assign, transfer or otherwise dispose of, or mortgage, charge or otherwise encumber, or otherwise deal with its rights in respect of any Collateral without the prior written consent ofthe Lender.
- 6.9 [Lender may set off obligation to repay or return Equivalent Collateral] If the Borrower fails to comply with its obligation to redeliver Equivalent Securities, the obligation of the Lender in respect of any Collateral may be the subject of a set-off in accordance with clause 8.
- 6.10 [Collateral provided to Lender's Nominee] Without limiting clause 1.8, where Collateral is provided to the Lender's nominee, any obligation under this Agreement to repay or redeliver or otherwise account for Equivalent Collateral shall be an obligation ofthe Lender, notwithstanding that any such repayment or redelivery may be effected in any particular case by the nominee.
7 Redelivery of Equivalent Securities
- 7.1 [Borrower's obligation to redeliver Equivalent Securities} The Borrower undertakes to redeliver Equivalent Securities in accordance with this Agreement and the terms ofthe relevant Borrowing Request.
- 7.2 [Lender may call for early redelivery of Equivalent Securities} Subject to clause 8 and the terms of the relevant Borrowing Request, the Lender may call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than the Standard Settlement Time for such Equivalent
Securities or the equivalent time on the exchange or in the clearing organisation through which the relevant borrowed Securities were originally delivered. The Borrower shall as hereinafter provided redeliver such Equivalent Securities not later than the expiry ofsuch notice in accordance with the Lender's instructions.
- 7.3 [Lender may terminate loan if Borrower defaults] If the Borrower does not redeliver Equivalent Securities in accordance with such call, the Lender may elect to continue the loan of Securities ; provided that, if the Lender does not elect to continue the loan, the Lender may by written notice to the Borrower elect to terminate the relevant loan. Upon the expiry ofsuch notice the provisions of clauses 8.2 to 8.5 shall apply as if upon the expiry of such notice an Event of Default had occurred in relation to the Borrower (who shall thus be the Defaulting Party for the purposes of this Agreement) and as if the relevant loan were the only loan outstanding.
- 7.4 [Consequence of exercise of "buy-in" against Lender, as a result of Borrower default] In the event that, as a result of the failure of the Borrower to redeliver Equivalent Securities to the Lender in accordance with this Agreement, a "buy-in" is exercised against the Lender, then, provided that reasonable notice has been given to the Borrower of the likelihood ofsuch a "buy-in", the Borrower shall account to the Lender for the total costs and expenses reasonably incurred by the Lender as a result ofsuch "buy-in".
- 7.5 [Right of Borrower to terminate loan early] Subject to the tenus of the relevant Borrowing Request, the Borrower shall be entitled at any time to tenninate a particular loan of Securities and to redeliver all and any Equivalent Securities due and outstanding to the Lender in accordance with the Lender's instructions.
8 Set·off etc.
- 8.1 [Requirement for simultaneous delivery] On the date and time that Equivalent Securities are required to be redelivered by the Borrower in accordance with the provisions of this Agreement the Lender shall simultaneously redeliver the Equivalent ColJateral and repay any Cash Collateral held (in respect of the Equivalent Securities to be redelivered) to the Borrower. Neither Party shall be obliged to make delivery (or make a payment as the case may be) to the other unless it is satisfied that the other Party will make such delivery (or make an appropriate payment as the case may be) to it simultaneously. If it is not so satisfied (whether because an Event of Default has occurred in respect ofthe other Party or otherwise), it shall notifY the other Party and, unless that other Party has made arrangements which are sufficient to assure full delivery (or the appropriate payment as the case may be) to the notifying Party, the notifying Party shall (provided it is itself in a position, and willing, to perfonn its own obligations) be entitled to withhold delivery (or payment, as the case may be) to the other Party.
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8.2 [Netting following occurrence of Event of Default] If an Event of Default occurs in relation to either Party, the Parties' delivery and payment obligations (and any other obligations they have under this Agreement) shall be accelerated so as to require perfonnance thereof at the time such Event of Default occurs (the date of which shall be the "Performance Date" for the purposes ofthis clause), and in such event:
-
(a) the Relevant Value ofthe Securities to be delivered (or payment to be made, as the case may be) by each Party shall be established in accordance with clause 8.3; and
- (b) on the basis of the Relevant Values so established. an account shall be taken (as at the Perfonnance Date) of what is due from each Party to the other and (on the basis that each Party's claim against the other in respect of delivery of Equivalent Securities or Equivalent Collateral or any cash payment equals the Relevant Value thereof) the sums due from one Party shall be setoff against the sums due from the other and only the balance of the account shall be payable (by the Party having the claim valued at the lower amount pursuant to the foregoing) and such balance shall be payable on the Perfonnance Date.
- 8.3 [Relevant Value] Forthe purposes of clause 8.2 the Relevant Value:
- (a) of any cash payment obligation shall equal its par value (disregarding any amount taken into account under (b) or (c) below);
- (b) of any Securities to be delivered by the Defaulting Party shall. subject to clause 8A(b) and (c) below, equal the Offer Value thereof; and
- (c) of any Securities to be delivered to the Defaulting Party shall. subject to clause 8.4(b) and (e) below, equal the Bid Value thereof.
8.4 [Bid Value/Offer Value]
- (a) For the purposes of clause 8.3. but subject to (b) and (c) below, the Bid Value and Offer Value of any Securities shall be calculated as at the Close of Business in the most appropriate market for Securities of the relevant description (as detennined by the Non·Defaulting Party) on the first Business Day following the Perfonnance Date, or, if the relevant Event of Default occurs outside the nonnal business hours of such market, on the second Business Day following the Perfonnance Date (the "Default Valuation Time").
- (b) Where the Non-Defaulting Party has, following the occurrence of an Event of Default but prior to the Default Valuation Time, purchased Securities fonning part ofthe same issue and being of an identical type and description to those to be delivered by the Defaulting Party and in substantially the same amount as those Securities or sold Securities forming part of the same issue and being of an identical type and description to those to be delivered by him to the Defaulting Party and in substantially the same amount as those Securities. the cost ofsuch purchase or the proceeds ofsuch sale, as the case may be, (taking into account all reasonable costs, fees and expenses that would be incurred in connection therewith) shall be treated as the Offer Value or Bid Value, as the case may be, of the relevant Securities for the purposes ofthis clause 8.
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(c) Where the amount of any Securities sold or purchased as mentioned in (b) above is not in substantially the same amount as those Securities to be valued for the purposes of clause 8.3, the Offer Value or the Bid Value (as the case may be) ofthose Securities shall be ascertained by:
-
(i) dividing the net proceeds of sale or cost of purchase by the amount of the Securities sold or purchased so as to obtain a net unit price; and
- (ii) multiplying that net unit price by the amount of the Securities to be valued.
- 8.5 [Interpretation: "Securities"] Any reference in this clause 8 to Securities shall include any asset other than cash provided by way ofCollateral.
- 8.6 [Interpretation: "Event of Default"] Ifthe Borrower or the Lender for any reason fails to comply with its respective obligations under clause 6.6 in respect of the redelivery of Equivalent Collateral or the repayment of Cash Collateral, such failure shall be an Event of Default for the purposes of this clause 8, and the person failing to comply shall thus be the Defaulting Party.
- 8.7 [Waiver of right to require simultaneous delivery] Subject to and without prejudice to its rights under clause 8.1, either Party may from time to time in accordance with market practice and in recognition of the practical difficulties in arranging simultaneous delivery of Securities, Collateral and cash transfers waive its right under this Agreement in respect of simultaneous delivery and/or payment; provided that no such waiver in respect of one transaction shall bind it in respect of any other transaction.
9 Stamp duty, taxes etc and loss of tax benefits
- 9.1 [Stamp duty etc] The Borrower hereby undertakes promptly to pay and account for any transfer or similar duties or taxes, and any loan security or other stamp duties, (if any) chargeable in connection with any transaction effected pursuant to or contemplated by this Agreement, and shall indemnify and keep indemnified the Lender against any liability arising in respect thereof as a result of the Borrower's failure to do so.
- 9.2 [Borrower to give Transfer of Dividend Statement to Lender re franked dividends] If:
- (a) an Income Payment Date occurs during an Income Detennination Period In relation to a particular loan of Securities;
- (b) had the Lender been the holder of those Securities on the relevant Income Payment Date, it would have received a Franked Dividend in respect of those Securities;
- (c) the Agreement or the relevant Confinnation states that the Lender IS an Australian Taxpayer;
- (d) the failure of the Lender to receive a Franked Dividend is not due to any unreasonable act or omission by or on behalf ofthe Lender; and
- (e) neither item 7 in Schedule I nor the relevant Confinnation states that the Lender is not entitled to compensation for the loss of franking credits/rebates;
then:
- (f) the Borrower must either:
- (i) as soon as practicable. and in any event within [10 Business Days] after the relevant Income Payment Date. give to the Lender a Transfer of Dividend Statement in respect ofthose Securities (which the Borrower is to be taken as having warranted is correct in all material respects and is effective for the purposes of Division 6A of Part IIlAA ofthe Tax Act); or
- (ii) on the [10th Business Day] after the relevant Income Payment Date pay to the Lender an amount equal to the franking credit referable to the Franked Dividend.
- 9.3 [Borrower to compensate corporate Lender for loss of intercorporate dividend rebate re unfranked dividends] If:
- (a) an Income Payment Date occurs during an Income Determination Period In relation to a particular loan of Securities;
- (b) had the Lender been the holder of those Securities on the relevant Income Payment Date. it would have received an Unfranked Dividend in respect of those Securities;
- (c) the Agreement or the relevant Confirmation states the Lender is entitled to compensation for the loss of the intercorporate dividend rebate under the Tax Act;
- (d) the failure of the Lender to qualify for that rebate is not due to any unreasonable act or omission by or on behalf ofthe Lender; and
- (e) neither item 8 of the Agreement nor the relevant Confirmation states that the Lender is not entitled to compensation for the loss ofthat rebate;
then the Borrower must pay to the Lender an amount calculated as follows:
$$
\mathbf{P} = \frac{\mathbf{DT}}{1 - \mathbf{T}}
$$
Where:
P = the amount payable;
- D = the amount ofthe Unfranked Dividend; and
- T = the rate of income tax, expressed as a decimal. determined under the Tax Act at the relevant Income Payment Date as that payable in respect of the taxable income of a company (other than a private company. a company in the capacity of a trustee or a non-profit company that is a friendly society dispensary).
-
9.4 ,"Notifiable consideration" (or the purposes ofs26BC(3)(d) of the Tax Act] For the purposes of section 26BC(3Xd) of the Tax Act, the notifiable consideration in respect of any loan of Securities is dissected as follows:
-
(a) a fee see clause 5.1(as applicable); and
- (b) other consideration see clauses 4.2, 6 and 9 and the definition of "Equivalent Securities" in clause 26.
10 Lender's warranties
[Lender's warranties] Each Party hereby warrants and undertakes to the other on a continuing basis, to the intent that such warranties shall survive the completion of any transaction contemplated by this Agreement, that, where acting as a Lender:
- (a) it is duly authorised and empowered to perfonn its duties and obligations under this Agreement;
- (b) it is not restricted under the tenns of its constitution or in any other manner from lending Securities in accordance with this Agreement or from otherwise perfonning its obligations under this Agreement;
- (c) it is absolutely entitled to pass full legal and beneficial ownership of all Securities provided by it under this Agreement to the Borrower free from all liens, charges, equities and encumbrances; and
- (d) where paragraph 3 in Schedule I specifies that this clause 10(d) applies, it is not resident in Australia for the purposes ofthe Tax Act and either:
- (i) does not have a branch or other pennanent establishment in Australia for the purposes of the Tax Act or of any applicable double tax agreement between Australia and its country oftax residence; or
- (ii) if it does have such a branch or other pennanent establishment in Australia, that the loan is not entered into in the course of carrying on business through such branch or pennanent establishment.
11 Borrower's warranties
[Borrower's warranties] Each Party hereby warrants and undertakes to the other on a continuing basis, to the intent that such warranties shall survive the completion of any transaction contemplated by this Agreement, that, where acting as a Borrower:
- (a) it has all necessary licences and approvals, and is duly authorised and empowered, to perfonn its duties and obligations under this Agreement and will do nothing prejudicial to the continuation of such authorisation, licences or approvals;
- (b) it is not restricted under the tenns of its constitution or in any other manner from borrowing Securities in accordance with this Agreement or from otherwise perfonning its obligations under this Agreement;
- (c) it is absolutely entitled to pass full legal and beneficial ownership of all Collateral provided by it under this Agreement to the Lender free from all liens, charges, equities and encumbrances; and
(d) it is acting as principal in respect ofthis Agreement.
12 Events of Default
- 12.1 [Events of Default] Each of the following events occurring in relation to either Party (the "Defaulting Party", the other Party being the "Non-Defaulting Party") shall be an Event of Default for the purpose of clause 8:
- (a) the Borrower or Lender failing to payor repay Cash Collateral or deliver or redeliver Collateral or Equivalent Collateral upon the due date, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (b) the Lender or Borrower failing to comply with its obligations under clause 6, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (c) the Borrower failing to comply with clause 4.2, clause 9.2 or clause 9.3 and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (d) an Act of Insolvency occurring with respect to the Lender or the Borrower and (except in the case of an Act of Insolvency which is the presentation of a petition for winding up or any analogous proceeding or the appointment of a liquidator or analogous officer of the Defaulting Party in which case no such notice shall be required) the Non-Defaulting Party serves written notice on the Defaulting Party;
- (e) any representations or warranties made by the Lender or the Borrower being incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (t) the Lender or the Borrower admitting to the other that it is unable to, or it intends not to, perform any of its obligations hereunder and/or in respect of any loan hereunder, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (g) the Lender (if appropriate) or the Borrower being declared in default by the appropriate authority under the Rules or being suspended or expelled from membership of or participation in any securities exchange or association or other self-regulatory organisation, or suspended from dealing in securities by any government agency, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (h) any of the assets of the Lender or the Borrower or the assets of investors held by or to the order of the Lender or the Borrower being ordered to be transferred to a trustee by a regulatory authority pursuant to any securities regulating legislation and the Non-Defaulting Party serves written notice on the Defaulting Party, or
- (i) the Lender or the Borrower failing to perform any other of its obligations hereunder and not remedying such failure within 30 days after the Non-Defaulting Party serves written notice requiring it to remedy such failure, and the Non-Defaulting Party serves a further written notice on the Defaulting Party.
12.2 [Obligation of each Party to notify its Event of Default] Each Party shall notify the other ifan Event ofDefault occurs in relation to it.
13 Outstanding payments
[Default interest] In the event of either Party failing to remit sums in accordance with this Agreement, such Party hereby undertakes to pay to the other Party upon demand interest (before as well as after judgment) on the net balance due and outstanding, for the period commencing on and inclusive of the original due date for payment to (but excluding) the date of actual payment, in the same currency at a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it in good faith) if it were to fund or of funding the relevant amount, plus 2% (or other agreed percentage) per annum.
14 Transactions entered into as agent
- 14.1 [Agency Transactions] Subject to the following prOVISIons of this clause, the Lender may enter into loans as agent (in such capacity, the "Agent") for a third person (a "Principal"), whether as custodian or investment manager or otherwise (a loan so entered into being referred to in this clause as an "Agency Transaction").
- 14.2 [Conditions for Agency Transactions] A Lender may enter into an Agency Transaction if, but only if:
- (a) it specifies that loan as an Agency Transaction at the time when it enters into it;
- (b) it enters into that loan on behalf of a single Principal whose identity is disclosed to the Borrower (whether by name or by reference to a code or identifier which the Parties have agreed will be used to refer to a specified Principal) at the time when it enters into the loan; and
- (c) it has at the time when the loan is entered into actual authority to enter into the loan and to perfonn on behalf of that Principal all of that Principal's obligations under the agreement referred to in clause l4.4(b) below.
- 14.3 [Undertakings by Lender] The Lender undertakes that, ifit enters as agent into an Agency Transaction, forthwith upon becoming aware:
- (a) of any event which constitutes an Act of Insolvency with respect to the relevant Principal; or
- (b) of any breach of any of the warranties given in clause 14.5 below or of any event or circumstance which has the result that any such warranty would be untrue if repeated by reference to the current facts,
it will infonn the Borrower of that fact and will, if so required by the Borrower, furnish it with such additional infonnation as it may reasonably request.
14.4 (Consequences of Agency Transaction]
- (a) Each Agency Transaction shall be a transaction between the relevant Principal and the Borrower and no person other than the relevant Principal and the Borrower shall be a party to or have any rights or obligations under an Agency Transaction. Without limiting the foregoing, the Lender shall not be liable as principal for the perfonnance of an Agency Transaction or for breach of any warranty contained in clause 10(d) ofthis Agreement, but this is without prejudice to any liability of the Lender under any other provision ofthis clause.
- (b) All the provisions of the Agreement shall apply separately as between the Borrower and each Principal for whom the Agent has entered into an Agency Transaction or Agency Transactions as if each such Principal were a party to a separate agreement with the Borrower in all respects identical with this Agreement other than this paragraph and as if the Principal were Lender in respect ofthat agreement; provided that:
- (i) if there occurs in relation to the Agent an Event or Default or an event which would constitute an Event of Default if the Borrower served wrinen notice under any paragraph of clause 12, the Borrower shall be entitled by giving wrinen notice to the Principal (which notice shall be validly given to the Lender in accordance with clause 20) to declare that, by reason of that event, an Event of Default is to be treated as occurring in relation to the Principal. If the Borrower gives such a notice, then an Event of Default shall be treated as occurring in relation to the Principal at the time when the notice is deemed to be given; and
- (ii) if the Principal is neither incorporated nor has established a place of business in Australia, the Principal shall for the purposes of the agreement referred to in the preamble in this paragraph (b) be deemed to have appointed as its agent to receive on its behalf service of process in the courts of Australia the Agent. or, if the Agent is neither incorporated nor has established a place of business in Australia, the person appointed by the Agent for the purposes of this Agreement, or such other person as the Principal may from time to time specify in a written notice given to the other party.
- (c) The foregoing provisions of this clause do not affect the operation of the Agreement as between the Borrower and the Lender in respect of any transactions into which the Lender may enter on its own account as principal.
- 14.5 (Warranty by Lender] The Lender warrants to the Borrower that it will, on every occasion on which it enters or purposes to enter into a transaction as an Agency Transaction, have been duly authorised to enter into that loan and perfonn the obligations arising thereunder on behalf of the person whom it specifies as the Principal in respect ofthat transaction and to perfonn on behalf ofthat person all the obligations ofthat person under the agreement referred to in clause 14.4(b).
15 Termination of course of dealings by notice
Each Party shall have the right to bring the course of dealing contemplated under this Agreement to an end by giving not less than 15 Business Days' notice in writing to the other Party (which notice shall specify the date of termination), subject to an obligation to ensure that all loans and which have been entered into but not discharged at the time such notice is given are duly discharged in accordance with this Agreement and with the Rules (if applicable).
16 No reliance or tax or accounting representations by other Party
Each Party acknowledges, represents and warrants to the other that, except as expressly stated in this Agreement or any Confinnation:
- (a) it has not relied on any advice, statement, representation or conduct of any kind by or on behalf of the other Party in relation to any tax (including stamp duty) or accounting issues concerning this Agreement or any transactions effected under it; and
- (b) it has made its own determination as to the tax (including stamp duty) and accounting consequences and treatment of any transaction effected under this Agreement, including (without limitation) of any moneys paid or received or any property transferred or received in connection with any such transaction.
17 Observance of procedures
Each of the Parties hereto agrees that, in taking any action that may be required in accordance with this Agreement, it shall observe strictly the procedures and timetable applied by the Rules (if and to the extent applicable) and, further, shall observe strictly any agreement (oral or otherwise) as to the time for delivery or redelivery of any money, Securities, Equivalent Securities, Collateral or Equivalent Collateral entered into pursuant to this Agreement.
18 Severance
If any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. The Agreement shall, however, thereafter be amended by the Parties in such reasonable manner so as to achieve, without illegality, the intention of the Parties with respect to that severed provision.
19 Specific performance
Each Party agrees that, in relation to legal proceedings, it will not seek specific performance of the other Party's obligation to deliver or redeliver Securities, Equivalent Securities, Collateral or Equivalent Collateral, but without prejudice to any other rights it may have.
20 Notices
- 20.1 [Effectiveness) Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under clause 12 or clause 15 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see paragraph 6 in Schedule I) and will be deemed effective as indicated:
- (a) if in writing and delivered in person or by courier, on the date it is delivered;
- (b) ifsent by telex, on the date the recipient's answerback is received;
- (c) ifsent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible fonn (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine);
- (d) if sent by certified or registered mail (ainnail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or
- (e) if sent by electronic messaging system, on the date that electronic message is received,
unless the date of that delivery (or attempted delivery) or the receipt, as applicable, is not a Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Business Day.
20.2 (Change of Address] Either party may by notice to the other change the address, telex or facsimile number or electronic massaging system details at which notices or other communications are to be given to it.
21 Assignment
Neither Party may assign, transfer or otherwise dispose of all or any of its rights or obligations under this Agreement without the prior written consent ofthe other Party.
22 Non-Waiver
No failure or delay by either Party to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege as provided in this Agreement.
23 Time
Time shall be ofthe essence ofthe Agreement.
24 Recording
The Parties agree that each may electronically record all telephonic conversations between them.
25 Miscellaneous
- 25.1 [Entire Agreement] This Agreement constitutes the entire agreement and understanding ofthe Parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.
- 25.2 [Amendments) No amendment in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each ofthe Parties or confirmed by an exchange oftelexes or electronic messages on an electronic messaging system.
- 25.3 [Survival of Obligationsl The obligations ofthe Parties under this Agreement will survive the termination of any transaction.
- 25.4 (Remedies Cumulative] Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive or any rights, powers, remedies and privileges provided by law.
- 25.5 (Counterparts) This Agreement (and each amendment in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.
- 25.6 [Expenses] A defaulting Party will, on demand, indemnify and hold harmless the other Party for and against aU reasonable out-of-pocket expenses, including legal fees and stamp duty, incurred by such other Party by reason of the enforcement and protection of its rights under this Agreement or by reason of the early termination of any transaction, including, but not limited to, costs of collection.
26 Definitions
In this Agreement:
Act of InSOlvency means in relation to either Party:
- (a) its making a general assignment for the benefit of, or entering into a reorganisation, arrangement, or composition with creditors; or
- (b) its admitting in writing that it is unable to pay its debts as they become due; or
- (c) its seeking, consenting to or acquiescing in the appointment of any trustee, administrator, receiver or liquidator or analogous officer of it or any material part of its property; or
- (d) the presentation or filing of a petition in respect of it (other than by the other Party to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the
bankruptcy, winding-up or insolvency of such Party (or any analogous proceeding) or seeking any reorganisation, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute. law or regulation, such petition (except in the case of a petition for winding-up or any analogous proceeding in respect of which no such 30 day period shall apply) not having been stayed or dismissed within 30 days of its filing; or
- (e) the appointment of a receiver, administrator, liquidator or trustee or analogous officer of such Party over all or any material part of such Party's property; or
- (f) the convening of any meeting of its creditors for the purpose of considering a compromise or arrangement within Part 5.1 of the Corporations Law of Australia (or any analogous proceeding).
In this definition:
- (g) "liquidator" shall be deemed to include a "provisional liquidator";
- (h) "receiver" shall be deemed to include a "receiver and manager";
- (i) "administrator" shall be deemed to include an "official manager";
- G) "arrangement" shall be deemed to include a "scheme of arrangement"; and
- (k) "creditors" shall be deemed to include "any class of creditors".
Agent has the meaning given in clause 14.
Alternative Collateral means Collateral of a Value equal to the Collateral delivered pursuant to clause 6 and provided by way of substitution for Collateral originally delivered or previously substituted in accordance with the provisions of clause 6.5.
Australian Taxpayer means any person other than:
- (a) a Party who is not a resident of Australia for the purposes of the Tax Act (whether that Party is acting as a trustee, nominee or agent or in some other capacity) at the time a Franked Dividend is paid; or
- (b) a Party who is acting in the capacity of trustee. nominee or agent for a person who is not a resident of Australia for the purposes of the Tax Act at the time a Franked Dividend is paid.
Bankers Acceptances has the meaning given in paragraph I.I(d) in Schedule 1.
Base Currency has the meaning given in paragraph 2 in Schedule 1.
Bid Price, in relation to Equivalent Securities or Equivalent Collateral, means the best available bid price thereof on the most appropriate market in a standard size.
Bid Value, subject to clause 8.5, means:
- (a) in relation to Equivalent Collateral at a particular time:
- (i) in relation to Collateral type (h) (more specifically referred to in paragraph 1.1 in Schedule I), the Value thereof as calculated in accordance with paragraph 1.2(d) in Schedule 1;
- (ii) in relation to all other types of Collateral (more specificalJy referred to in paragraph 1.1 in Schedule 1), the amount which would be received on a sale ofsuch Collateral at the Bid Price thereof at such time less all costs, fees and expenses that would be incurred in connection with selling or otherwise realising such Equivalent Collateral, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out such sale or realisation and adding thereto the amount of any interest, dividends, distributions or other amounts paid to the Lender and in respect of which equivalent amounts have not been paid to the Borrower in accordance with clause 6.7 prior to such time in respect of such Equivalent Collateral or the original Collateral held gross of all and any tax deducted or paid in respect thereof; and
- (b) in relation to Equivalent Securities at a particular time, the amount which would be received on a sale of such Equivalent Securities at the Bid Price thereof at such time less all costs, fees and expenses that would be incurred in connection therewith, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction.
Borrower, in relation to a particular loan of Securities, means the Borrower as referred to in Recital A ofthis Agreement.
Borrowing Request means a request made in writing (an example of which comprises Schedule 2 to this Agreement) by the Borrower to the Lender pursuant to clause 2.1 specifying, as necessary:
- (a) the description, title and amount of the Securities required by the Borrower;
- (b) the description (if other than Australian currency) and amount of any Collateral to be provided;
- (c) the proposed Settlement Date;
- (d) the duration ofsuch loan (if other than indefinite);
- (e) the mode and place of delivery, which shaH, where relevant, include the bank, agent, clearing or settlement system and account to which delivery ofthe Securities and any Collateral is to be made;
- (f) the Margin in respect of the transaction (if different from that stated in Schedule I or Schedule 3, as appropriate); and
(g) the Fee.
Business Day means a day on which banks and securities markets are open for business generally in each place stated in paragraph 5 in Schedule I and, in relation to the delivery or redelivery of any of the following in relation to any loan, in the place(s) where the relevant Securities, Equivalent Securities, Collateral (including Cash Collateral) or Equivalent Collateral are to be delivered.
Cash Collateral means Collateral that takes the fonn of a deposit of currency.
Close of Business means:
- (a) in relation to any borrowing of Securities or redelivery of Equivalent Securities under this agreement, the final time on a Business Day at which settlement of the transfer of those Securities can take place in the Stock Exchange in order to constitute good delivery on that day; and
- (b) in relation to the prOVISIon of Collateral or return of Equivalent Collateral or the making of any other payment under this agreement, the time at which trading banks close for general banking business in the place in which payment is to be made or Collateral or Equivalent Collateral is to be delivered or redelivered.
Collateral means such securities or financial instruments or deposits of currency as are referred to in paragraph 1. I in Schedule I or any combination thereof which are delivered by the Borrower to the Lender in accordance with this Agreement and includes the certificates or other documents of title (if any) and transfer in respect of the foregoing (as appropriate), and includes Alternative Collateral.
Confirmation means the Borrowing Request, as it may be amended pursuant to clause 2.2., or other confinning evidence exchanged between the Parties continning the tenns of a transaction.
Defaulting Party has the meaning given in clause 12.
Dividend means a dividend within the meaning of the definition of that tenn in section 6(1) (as affected by sections 6(4) and 6(5)) ofthe Tax Act.
Equivalent Collateral or Collateral equivalent to, in relation to any Collateral provided under this Agreement, means securities, cash or other property, as the case may be, of an identical type, nominal value, description and amount to particular Collateral so provided and shall include the certificates or other documents of title (if any) and transfer in respect of the foregoing (as appropriate). If and to the extent that such Collateral consists of securities that are partly paid or have been converted, subdivided, consolidated, redeemed, made the subject of a takeover, capitalisation issue, rights issue or event similar to any of the foregoing, the expression shall have the following meaning:
- (a) in the case of conversion, subdivision or consolidation the securities into which the relevant Collateral has been converted. subdivided or consolidated provided that, if appropriate, notice has been given in accordance with clause 4.2(b);
- (b) in the case of redemption, a sum of money equivalent to the proceeds ofthe redemption;
- (c) in the case of a takeover, a sum of money or securities. being the consideration or alternative consideration of which the Borrower has given notice to the Lender in accordance with clause 4.2(b);
- (d) in the case of a call on partly paid securities, the paid-up securities provided that the Borrower shall have paid to the Lender an amount ofmoney equal to the sum due in respect ofthe call;
- (e) in the case of a capitalisation issue, the relevant Collateral together with the securities alloned by way of a bonus thereon;
- (f) in the case of a rights issue. the relevant Collateral together with the securities alloned thereon, provided that the Borrower has given notice to the Lender in accordance with clause 4.2(b), and has paid to the Lender all and any sums due in respect thereof;
- (g) in the event that a payment or delivery of Income is made of the relevant Collateral in the form ofsecurities or a certificate which may at a future date be exchanged for securities or in the event of an option to take Income in the form ofsecurities or a certificate which may at a future date be exchanged for securities, notice has been given to the Lender in accordance with clause 4.2(b) the relevant Collateral together with securities or a certificate equivalent to those allotted; and
- (h) in the case of any event similar to any of the foregoing, the relevant Collateral together with or replaced by a sum of money or securities equivalent to that received in respect of such Collateral resulting from such event.
For the avoidance of doubt, in the case of Bankers' Acceptances (Collateral type Cd)), Equivalent Collateral must bear dates, acceptances and endorsements (if any) by the same entitles as the bill to which it is intended to be equivalent and, for the purposes of this definition, securities are equivalent to other securities where they are of an identical type, nominal value, description and amount and such term shall include the certificate and other documents of or evidencing title and transfer in respect of the foregoing (as appropriate).
Equivalent Securities means securities of an identical type, nominal value, description and amount to particular Securities borrowed and such term shall include the certificate and other documents of or evidencing title and transfer in respect of the foregoing (if appropriate). If and to the extent that such Securities are partly paid or have been converted, subdivided, consolidated, redeemed. made the subject of a takeover, capitalisation issue,
rights issue or event similar to any of the foregoing, the expression shall have the following meaning:
- (a) in the case of conversion, subdivision or consolidation the securities into which the borrowed Securities have been converted, subdivided or consolidated provided that if appropriate, notice has been given In accordance with clause 4.2(b);
- (b) in the case of redemption, a sum of money equivalent to the proceeds ofthe redemption;
- (c) in the case of a takeover, a sum of money or securities, being the consideration or altemative consideration of which the Lender has given notice to the Borrower in accordance with clause 4.2(b);
- (d) in the case of a call on partly paid securities, the paid-up securities provided that the Lender shall have paid to the Borrower an amount ofmoney equal to the sum due in respect ofthe call;
- (e) in the case of a capitalisation issue, the borrowed Securities together with the securities allotted by way of a bonus thereon;
- (f) in the case of a rights issue, the borrowed Securities together with the securities allotted thereon, provided that the Lender has given notice to the Borrower in accordance with clause 4.2(b), and has paid to the Borrower all and any sums due in respect thereof;
- (g) in the event that a payment or delivery of Income is made in respect of the borrowed Securities in the fonn ofsecurities or a certificate which may at a future date be exchanged for securities or in the event of an option to take Income in the fonn of securities or a certificate which may at a future date be exchanged for securities, notice has been given to the Borrower in accordance with clause 4.2(b) the borrowed Securities together with securities or a certificate equivalent to those allotted; and
- (h) in the case of any event similar to any of the foregoing, the borrowed Securities together with or replaced by a sum of money or securities equivalent to that received in respect of such borrowed Securities resulting from such event.
For the purposes of this definition, securities are equivalent to other securities where they are of an identical type, nominal value, description and amount and such tenn shall include the certificate and other documents of or evidencing title and transfer in respect ofthe foregoing (as appropriate).
Event of Default has the meaning given in clause 12.
Fee, in respect of a transaction, means the fee payable by one Party to the other in respect ofthat transaction under clause 5.
Franked Dividend means a Dividend the whole or part of which is taken to have been franked in accordance with section l60AQF ofthe Tax Act.
Income means any dividends, interest or other distributions of any kind whatsoever with respect to any Securities or Collateral.
Income Determination Period, in relation to a particular loan of Securities, means:
- (a) in relation to the Securities, the period commencing when the Securities cease to be registered in the name of the Lender (or the relevant transferor) upon or before delivery of those Securities under clause 3 and ending when Equivalent Securities are registered in the name of the Lender (or the relevant transferee) upon or following redelivery ofthose Equivalent Securities under clause 7.1; and
- (b) in relation to Collateral (other than Cash Collateral), the period commencing when the Collateral ceases to be registered in the name of the Borrower (or the relevant transferor) upon or before delivery of that Collateral under clause 6.1 and ending when Equivalent Collateral is registered in the name of the Borrower (or the relevant transferee) upon or following redelivery ofthat Equivalent Collateral under clause 6.6.
Income Payment Date, in relation to any Securities or Collateral, means the date on which Income is paid in respect of such Securities or Collateral, or, in the case of registered Securities or Collateral, the date by reference to which particular registered holders are identified as being entitled to payment of Income.
Lender, in relation to a particular loan of Securities, means the Lender as referred to in Recital A ofthis Agreement.
Margin has the meaning in paragraph 1.3 in Schedule 1.
Nominee means an agent or a nominee appointed by either Party to accept delivery of, hold or deliver Securities, Equivalent Securities, Collateral and/or Equivalent Collateral on its behalf whose appointment has been notified to the other Party.
Non-Defaulting Party has the meaning given in clause 12.
Offer Price, in relation to Equivalent Securities or Equivalent Collateral, means the best available otTer price thereof on the most appropriate market in a standard size.
Offer Value, subject to clause 8.5, means:
- (a) in relation to Collateral equivalent to Collateral type (h) (more specifically referred to in paragraph 1.1 in Schedule I). the Value thereof as calculated in accordance with paragraph 1.2(d) in Schedule 1; and
- (b) in relation to Equivalent Securities or Collateral equivalent to all other types of Collateral (more specifically referred to in paragraph 1.1 in Schedule 1). the amount it would cost to buy such Equivalent
Securities or Equivalent Collateral at the OtTer Price thereof at such time plus all costs, fees and expenses that would be incurred in connection therewith, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction.
paid, in relation to a Dividend, includes credited, distributed or issued and like terms are to be construed accordingly.
Parties means the Lender and the Borrower and Party shall be construed accordingly.
Performance Date has the meaning given in clause 8.
Posted Collateral has the meaning given in clause 6.2(a)(i).
Principal has the meaning given in clause 14.
Reference Price means:
- (a) in relation to the valuation of Securities, Equivalent Securities, Collateral and/or Collateral equivalent to type (g) (more specifically referred to in paragraph 1.1 in Schedule 1), such price as is equal to the mid market quotation of such Securities, Equivalent Securities, Collateral and/or Equivalent Collateral as derived from a reputable pricing information service (such as the services provided by SEATS or Reuters) reasonably chosen in good faith by the Lender or if unavailable the market value thereof as derived from the prices or rates bid by a reputable dealer for the relevant instrument reasonably chosen in good faith by the Lender, in each case at Close of Business on the previous Business Day; and
- (b) in relation to the valuation of Securities, Equivalent Securities, Collateral and/or Collateral equivalent to Collateral types (b)-(f) (more specifically referred to in paragraph 1.1 in Schedule 1), the market value thereof as derived from the prices or rates bid by a market maker or reputable dealer for the relevant instrument reasonably chosen by the Lender in good faith or, in the absence ofsuch a bid, the average of the rates bid by two leading market makers reasonably chosen in good faith by the Lender in each case at Close of Business on the previous Business Day.
Relevant Payment Date has the meaning given in clause 4.2(a).
Required Collateral Value has the meaning given in clause 6.3.
Rules means the rules for the time being of the Stock Exchange (where either Party is a member of the Stock Exchange) and/or any other regulatory authority whose rules and regulations shall from time to time affect the activities of the Parties pursuant to this Agreement (provided that in an Event of Default, where either Party is a member of the Stock Exchange, the Rules and Regulations ofthe Stock Exchange shall prevail).
Securities means "eligible securities" within the meaning of section 26BC(I) of the Tax Act which the Borrower is entitled to borrow from the Lender in accordance with the Rules and which are the subject of a loan pursuant to this Agreement and such term shall include the certificates or other documents oftitle (ifany) in respect ofthe foregoing.
Settlement Date means the date upon which Securities are or are to be transferred to the Borrower in accordance with this Agreement.
Standard Settlement Time, in relation to Australian Securities, means T + 5 Australian business days on which the Australian Stock Exchange Limited is open for trading, or such lesser time in which transactions in Australia in listed securities are customarily required to be settled.
Stock Exchange means the Australian Stock Exchange Limited.
Tax Act means the Income Tax Assessment Act 1936 (Commonwealth of Australia).
Transfer of Dividend Statement, in relation to Dividends, means a properly completed document in the form, or substantially in the form, of Appendix 6.26 to the Rules or a properly completed statement in another approved form within the meaning of the definition of that term in section 160APA ofthe Tax Act.
Unfranked Dividend means a Dividend no part of which has been franked in accordance with the Tax Act.
Value at any particular time means, in relation to Securities and Equivalent Securities, the Reference Price thereof then current and in respect of Collateral and/or Equivalent Collateral such worth as determined in accordance with paragraph 1.2 in Schedule I.
27 Governing Law and Jurisdiction
- 27.1 [Governing law] This Agreement is governed by, and shall be construed in accordance with, the law in force in New South Wales, Australia.
- 27.2 [Consent to juriSdiction] Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales in respect of any dispute in connection with this Agreement.
EXECUTED as an agreement
Schedule 1 •Particulars
1 COLLATERAL (see definition in clause 26, and also clause 6)
1.1 Types (see definition of"Collateral" in clause 26)
Collateral acceptable under this Agreement may include the following or otherwise, as agreed between the Parties from time to time, whether transferable by hand or within a depositary:
- <a) Cash;
- (b) Australian Government Inscribed Stock;
- (c) Australian, State or Territory Government stock, bonds or promissory notes (including those issued by any statutory corporation such as Treasury Corporation of New South Wales);
- (d) Bills of exchange accepted by any bank carrying on business in Australia ("Bankers Acceptances");
- (e) Promissory notes issued by any such bank;
- (I) Certificates of Deposit issued by any such bank;
- (g) Corporate bonds in registrable or bearer fonn;
- (h) Irrevocable Standby Letters of Credit issued or confinned by any such bank.
1.2 Valuation of Collateral (see definition of "Value" in clause 26 and clause 6.2)
Collateral provided in accordance with this Agreement shall be evaluated by reference to the following, or by such means as the Parties may from time to time agree:
- (a) in respect of Collateral type (a), the amount thereof in, or converted into, the Base Currency;
- (b) in respect of Collateral type (b), the value calculated by reference to the middle market price of each stock as detennined daily by the Reserve Bank of Australia, adjusted to include the accumulated interest thereon;
- (c) in respect ofCollateral types (c) to (g), the Reference Price thereof;
- (d) in respect ofCollateral type (h), the value specified therein.
1.3 Margin (see definition in clause 26 and clause 6.3)
The Value of any Collateral delivered, or to be delivered, pursuant to clause 6 by the Borrower to the Lender under the tenns and conditions of this Agreement shall on each Business Day represent not less than the Value of the borrowed Securities together with the following additional percentages, hereinbefore referred to as ("the Margin"), unless otherwise agreed between the Parties:
- (a) in the case ofCollateral type (a): 5%; or
- (b) in the case of Collateral types (b) to (f) and (h): 5% (except that, for Certificates of Deposit, the Margin shall be the accumulated interest thereon); or
- (c) in the case of Collateral type (g): 5%.
Ifthe Value ofthe borrowed Securities includes any margin over the mid market price of the borrowed Securities, this shall be taken into account in determining the Margin applicable.
1.4 Basis of Margin Maintenance (see clause 6.4)
Minimum period after demand for transferring Collateral or Equivalent Collateral:
- (a) Cash Collateral: within one Business Day;
- (b) Equivalent Collateral: not less than the Standard Settlement Time for such Collateral or the equivalent time on the exchange or clearing organisation through which the relevant Collateral is to be, or was originally, delivered;
- (c) Other Collateral (ie a Letter ofCredit): within two Business Days.
1.5 Minimum adjustments (see clauses 6.2(a)(ii) and (iii))
- (a) The Lender may not demand that further Collateral be provided by the Borrower if the aggregate deficiency calculated in accordance with clause 6.2 is less than the greater of:
- (i) \$5,000; and
- (ii) 2% ofthe Value ofthe Required Collateral Value.
- (b) The Borrower may not demand the return of Collateral provided to the Lender if the Borrower has committed an Event of Default in respect of any transaction or if the aggregate excess calculated in accordance with clause 6.2 is less than the greater of:
- (i) \$5,000; and
- (ii) 2% ofthe Required Collateral Value.
2 BASE CURRENCY (see definition in clause 26 and clause 1.6)
The Base Currency applicable to this Agreement is Australian Dollars.
3 LENDER'S WARRANTIES (see clause lOrd))
clause IO(d) shall apply to [# name of any Party which is not a resident of Australia and where any transaction is not entered into through any branch of that non-resident in Australia].
4 VOTING (see clause 4.3)
Clause 4.3 does/does not* apply.
5 PLACE OF BUSINESS (see definition of'tBusiness Day" in clause 26)
Sydney.
6 ADDRESS FOR NOTICES AND STATUS OF PARTIES (see clause 20.1)
6.1 Address for notices or communications to _
| Address: | |||
|---|---|---|---|
| Attention: | |||
| Facsimile No: |
|||
| Telephone No: |
|||
| Electronic Messaging |
System Details: |
||
| which is/is not |
>Ie an Australian |
Taxpayer. | |
| Address for |
notices or communications |
to | |
| Address: | |||
| Attention: | |||
| Facsimile No: |
which is/is not >Ie an Australian Taxpayer.
7 COMPENSATION FOR LOSS OF FRANKING CREDITS/REBATES (see clause 9.2)
Is not required by
and
[INSERT NAME OF RELEVANT AUSTRALIAN TAXPAYER PARTY (if applicable). OTHERWISE, DELETE THE PARAGRAPH OR LEAVE IT BLANK. Note: There is no need to insert the name of any Party who is not an Australian Taxpayer, as such a party is not entitled to compensation in any event.]
8 COMPENSATION FOR LOSS OF INTERCORPORATE DIVIDE. D REBATE (see clause 9.3)
Is not required by
and
[INSERT NAME OF RELEVANT PARTY (if applicable). OTHERWISE, DELETE THE PARAGRAPH OR LEAVE IT BLANK. Note: Only the name of a resident company (which is not a private company for the purposes of the Tax Act) or a trust estate that is treated as a resident company for the purposes of the Tax Act should be inserted in this item.]
* DELETE ONE ALTERNATIVE
Schedule 2 Specimen Form of Borrowing Request (see clause 2.1 and definition of "Borrowing Request" in clause 26)
To: [Name and Address of Lender]
This is a Borrowing Request under the Master Securities Lending Agreement between us dated # (the "Agreement")
We wish to make the following borrowing of Securities:
| (a) | of Description Securities: |
"] # reg "fully paid ordinary shares in # |
|---|---|---|
| (b) | of Amount Securities: |
") # leg million"] |
| (c) | of Proposed Settlement Date Borrowing: |
# [eg "today"] |
| (d) | and of of Time, Mode Place Delivery Securities, including (as appropriate) settlement system and account to which delivery is to be made: |
of#, # leg "to the account HlN #, in CHESS"] |
| (e) | of Duration Loan: |
No longer than eleven months and 20 days after the Borrowed Securities are delivered under this Borrowing Request. |
| (f) | of Type Collateral: |
# leg "Cash"] |
| (g) | of and of Time, Mode Place Deliver')' Collateral: |
# leg "dvp on CHESS"] |
| (h) | 5.1 ofthe Rates (see clause Agreement): |
(a)" #[eg #% per annum on the Cash or "# Collateral", (b) % per annum on the daily ofthe value Borrowed Securities" as appropriate]. |
2 Please confirm your acceptance ofthis Borrowing Request by return fax.
Dated: # _
For and on behalfof[Name ofBorrower]
Signature of Authorised Representative
Name and title of Authorised Representative
Schedule 3 Supplementary Terms and Conditions (if any)
This Schedule fonns part of and amends the Master Securities Lending Agreement (including Schedule I) to which it is a Schedule, as follows:
Execution page
Occupation of witness HV~fv.~.~ . .............:D..I.i\:<!~ ... ..?.,,~.. ... Name of witness (block letters) ..~:?::1 ...~.:>.t. ... ';;."J.~ Address of witness SIGNED by .J),~,- [SS~ ) for and on behal f of: ) THE CHASE MANHATTAN BANK ) (Sydney Branch) ) .... ~.: ... ... l Signature of witness ) ) ) ) ) ) ) ) ) ) Address of witness Signature of witness Occupation of witness ) ) ) ) ................................................................... ) ) ) ) ) ) ) ) ) ) ) ) Name of witness (block letters) SIGNED by for and on behalfof: MACQUARIE BANK LIMITED
....f\J01oJ..tQ~"CJi.t~'lt . Signature of IJA,ALil f1{oMSE7f Vw- p~ "ctuJ
c-~ C . H o~ i::A'" S<1'>-> ~"Sl~
Signature of LR...-.. ~~ f},>~
AUSTRALIAN MASTER SECURITIES LENDING AGREEMENT
APPENDIX
The tcnns ofthis Appendix amend various ofthe provisions ofthe Australian Master Securities Lending Agreement entered into between the Parties (the "Agreement").
This Appendix supplements and fanns part of the Agreement and accordingly the Appendix and Agreement shall be treated as one single agreement between the Parties.
Capitalised words in this Appendix bear the same meaning (save as otherwise amended herein) as in the Agreement.
J. The following shall be inserted as Recital C:-
"The Lender shall enter into loans o/Securities as agent on behalfof third party beneficial owners and Clause 14 shall take effect in accordance therewith. "
- The definition of "Collateral" shall be replaced with the following:-
""Collateral" shall mean, collectively, all cash, Approved Securities and Lellers ofCredit from lime to time paid or delivered by the Borrower to the Lender pursuant to Clause 6 and shall include the certificates and other documents ofor evidencing title and tramjer with respect to the foregoing (as appropriate) and shall include Alternative Collateral. For the purposes ofthis definition a Letter afCredit shall mean an irrevocable letter ofcredit issued by a bank acceptable to the Lenderfor the account ofthe Borrower or any other person acceptable 10 the Lender and which contains such terms and provisions as are required by or acceptable to the Lender in its discretion. Approved Securities shall mean securities ofsuch class or classesfalling within Section (i) ofthe list oftypes ofcollateral in the Schedule hereto but only in so far as any such class has been designated by notice in writing given by the Lender to the Borrowerfrom time to time hereafter as capable ofbeing Approved Securitiesfor the purposes ofthis Agreement and which are acceptable 10 the Lenderfor the purposes hereofin its sale discretion and such term shall include the certificates and other documents ofor evidencing title and transfer with respect to such securities. "
- The following definitions shall be added to Clause 1 ofthe Agreement:~
., "Relevant Bank" shall mean, with respect to any loan, a bank which has issued a Leiter of Credit which, or a portion ofwhich, isfor the time being allocated as Collateralfor such Loan;
L6349 25.'l15iOO
"Relevant Organisation" shall mean any governmenial agency. bureau, commission or department and any selj-regulalOry or other organisation concerned wilh dealings, and any association ofdealers, in securilies ofany description;"
-
Clause 4.2(b) shall apply and shall not be subject to Clause 4.2(c), and in such case the following provisions shall be added to Clause 4.2(e):
-
"(i) except where otherwise required by Australian tax requirements, any distribulion of securities made in exchange for loaned Securilies shall be considered as substiluted for such loaned Securilies and need not be delivered to the Lender until the relevani loan ofSecurilies is terminated hereunder;
- (ii) any distribulion solely in the form ofsecurilies wilh respect to any loaned Securities shall be added to such loaned Securities (and shall constitute loaned Securities, and be part ofthe relevant loan ofSecurilies, for all purposes hereof) and need not be delivered to the Lender until the relevant loan ofSecurities is terminated hereunder, ifat or before the making ofsuch distribution the Borrower shall have delivered such additional Collateral for the relevaniloan to the Lenderfor the accouni ofthe relevant Principal as shall be necessary to make the aggregate value ofthe Collateralfor such loan, determined on the date ofsuch distribution, at least equal to the value ofthe loaned Securities plus the Margin with respect to such loan (after giving effect to the addilion ofthe securities being distributed) determined on such date;
- (iii) any distributions ofwarrants or rights to purchase shares made with respect to any loaned Securities shall be deemed to be, and shall be, a new loan ofSecurities made to the Borrower by the Principal which loaned to the Borrower the loaned Securities with respect 10 which such distribution is made (and shall be treated as loaned Securities, and as a separate loan, for all purposes hereof) and need not be delivered to the Lender uniil such new loan is terminated in accordance herewith. ifat or before the making ofsuch distribution the Borrower and the Lender shall have agreed upon the Marginfor such new loan and the Borrower shall have delivered to the Lender Collateral for such new loan having a value acceptable 10 the Lender ".
-
- The following shall be substituted for clause 6.1:-
- "6.1 {Borrower sobligation to prOVide Collateral] Unless the Parties agree otherwise the Borrower agrees that, as a condition precedenito the making ofany loan, il shall deliver Collateral to the Lender (or in accordance with the Lender's instructions) TOGETHER WITH appropriate instruments oftransfer duly stamped where necessary and such other instrumenis as may be requisite to vest title thereto in the Lender. "
-
- The following shall be substituted for Clause 6.7:-
- "6.7 Where collateral (other than Cash Collateral) is delivered in re~pect ofwhich any income may become payable. the Borrower shall callfor the redelivery ofCollateral eqUivalent to such Collateral in good time to ensure that such Equivaleni Collateral may be delivered prior to any such income becoming payable to the Lender. "
-
- The following shall be inserted as clause 6.11:-
-
"6.11 The delivery ofa Letter ofCredit shall be effectedfor the purposes ofthis Agreement by physical delivery ofthe original executed Letter ofCredit by the issuing. confirming or advising bank to the Lender at its addressfor delivery ofnotices or as the Lender may otherwise agree, provided, however, that no such delivery shall be effective until one Business Day after the receipt ofa Letter ofCredit by the Lender (or. ifthe relevant Letter ofCredit is received by the Lender prior to 3 p.m. (Sydney time) on a Business Day, until 5.30 p.m. (5iydney time) on such Business Day), during which period the Lender may reject such Letter ofCredit. by oral notice to the Borrower. ifsuch Letter ofCredit is not in the form required by or acceptable to the Lender. "
-
- Clause 7.2 shall be amended as follows:
- (i) by the insertion ofthe following words at the end ofthe first sentence:.
"(and where there is a difference between the settlement time for sales andpurchases on the relevant exchange or clearing organisation, the standard settlement time shall be the shorter ofthe two times). "
(ii) by the insertion ofthe following sentence after the end ofthe second sentence:-
"simultaneously with the redelivery ofthe Equivalent Securities in accordance with such call, or at such other time as may be agreed by the parties. the Lender shall repay any Cash Collateral Qnd redeliver to the Borrower Collateral equivalent to the Collateral delivered pusuant to Clause 6 in respect ofthe borrowed Securities."
-
- The following shall be inserted as clause] I(e):-
- "(e) The Borrower has heretofore delivered to the Lender a copy ofthe annual [consolidatedJ financial statements ofthe Borrower [and its consolidated subsidiaries]for its [/iscallfinancialj year ended { J, 19{] duly audited by independent [certified public accountants/internationally recognised auditors], including a balance sheet as at the end ofsuch [/iscal/financial] year [and the related statement ofincome and changes in financial position for such fiscal year], and a copy ofthe unaudited [consolidated]financial statements ofthe Borrower {and its consolidated subsidiaries]for the [ ] month period ended {
]. 19{] including a balance sheet as at the end ofsuch period [and the related statement ofincome and changes in financial position for such period], and each ofthe said statements and related notes thereto are complete and correct and fairly present the [consolidated]financial condition and results ofoperation ofthe Borrower [and its consolidated subsidiaries] as at the said dates andfor such periods, all in conformity with generally accepted accounting principles consistently applied; "
- ]0. Clause ]2 shall be amended as follows:-
- (i) by the deletion of "or" at the end ofSub-c1ause (h);
- (ii) in Sub-clause (i) by the deletion of all the words after "hereunder" and the substitution therefor of "and the Non-Defaulting Party serves written notice on the Defaulting Party";
Macquarle Bank Llmlled
- (iii) by the addition ofthe following Sub-clauses:-
- "OJ a violation by the Borrower in connection with any Securities the subject ofa loan hereunder or the holding or disposition thereofby the Borrower, ofany applicable law, regulation or rule ofanyjurisdiction, or ofany Relevant Organisation to the requirements ofwhich the Borrower may be subject and such violation would be likely to have a material adverse affect on the ability ofthe Borrower to perform its obligations under any loan hereunder;
- (k) the occurrence ofany other event which the Borrower is required to notify to the Lender pursuant to Clause 28./ hereof; or
- (1) an Act ofInsolvency occurring with respect to any Relevant Bank and (except in the case ofan Act ofInsolvency which is the presentation ofa petition for winding up or any analogous proceeding in relation to ofthe Relevant Bank in which case no such notice shall be required) the Lender serves written notice on the Borrower. "
-
- The following shall take effect as clause 28 ofthe Agreement:-
"Covenants of the Borrower:
The Borrower hereby covenants and agrees with the Lender as follows:
- 28.1 The Borrower willfurnish to the Lender (i) as soon as available and in any event within [ J days after the end ofeach ofits [fiscal/financial] years, a copy ofthe annual [consolidated} financial statements ofthe Borrower [and its consolidated subsidiaries} duly audited by independent [certified public accountants/internationally recognised auditors}, including a balance sheet as at the end ofsuch [fiscal/financial} year [and the related statement ofincome and changes infinancial position for such fiscal year}, prepared in accordance with generally accepted accounting principles consistently applied, (ii) as soon as available and in any event within { ] days after the end ofeach ofthe first three quarters ofeach of its [fiscal/financial] years, a copy ofthe [consolidated} financial statements ofthe Borrower [and its consolidated subsidiaries} for the period then ended, including a balance sheet as at the end ofsuch period [and the related statement ofincome and changes infinancial position for such period}, prepared in accordance with generally accepted accounting principles on a basis consistent with that used in the preparation ofthe financial statements referred to in sub-paragraph (i) above and certified by an appropriate officer ofthe Borrower, (iii) promptly after the occurrence ofany default under this Agreement, a written notice setting forth the nature ofsuch default and the steps being taken by the Borrower to remedy such default, and (iv) from time to time such further information (whether or not ofthe kind mentioned above) regarding the business, affairs andfinancial condition ofthe Borrower as the Lender may reasonably request.
- 28.2 The Borrower will give the Lender immediate notice ifat any time any order, decree, determination or instruction is issued on the authority ofany rule, regulation or proceeding of any Relevant Organisation in relation to the Borrower, or any litigation, arbitration or similar proceeding against or affecting the Borrower is commenced, which in any such case could have a material adverse effect on the
ability ofthe Borrower to perform its obligations under this Agreement or to carryon its business as conducted as at the date ofthis Agreement or which might adversely affect the borrowing ofsecurities by the Borrower. Any such notice shall setforth in reasonable detail a description ofthe event which ha~' occurred and ofthe action, if any which the Borrower proposes to take with respect thereto. "
- Schedule I shall be deleted and replaced by the following:
"Types (Clause 26)
Thefollowing types ofcollateral shall unless othenvise agreed constitute Collateral acceptable under this Agreement:
- (i) Australian Government Inscribed Stock; Australian State or Territory Government stock, bonds or promissior notes (including those issued by a statutory corporation such as Treasury Corporation ofNew South Wales):
- (ii) Irrevocable Standby Letters ofCredit issued by any bank carrying on business in Australia;
- (iii) Cash Collateral.
Valuation ofCollateral (Clause 26 and Clause 6.2)
Collateral provided in accordance with this Agreement shall be evaluated by reference to the following, or by such means as the Parties may from time to time agree:-
(a) in respect ofCollateral type (i) above, the Reference Price thereof;
(b) in respect ofCollateral type (ii) above, the value specified therein.
Margin (Clause 26 and Clause 6.3)
"The Value ofthe Collateral delivered pursuant tot Clause 6 by the Borrower to the Lender under the terms and conditions ofthis Agreement shall on each Business Day represent not less than 100% ofthe Value ofthe borrowed Securities, and otherwise as agreed between the Parties with respect to each loan".
Basis ofMargin Maintenance (Clause 6.2 and Clause 6.4)
The following wording (transaction by transaction margining) shall apply in lieu ofthe wording currently set out in Clau\'e 6.2(a); however. the Lender shall have the right at its sale election, at any time from time to time, to allocate and/or reallocate any Collateral held by it hereunder to or among any outstanding loans.
- 6.2 (Transaction by transaction marginingl
- {QljAdjustments to Collateral] Unless otherwise agreed between the Parties, the Value ofthe Collateral delivered to or deposited with the Lender or its nominated bank or depository (excluding any Collateral repaid or redelivered under sub-Clauses 6.2(a)(ii) below ("Posted Collateral',)) in respect ofany loan ofSecurities shall bearfrom day to day and
at any time the same proportion to the Value ofthe Securities borrowed under such loan as the Posted Collateral bore at the commencement ofsuch loan. Accordingly:
- (i) the Value ofthe Posted Collateral to be delivered or deposited while the loan of Securities continues shall be equal to the Value ofthe borrowed Securities and the Margin applicable thereto (the "Required Collateral Value");
- (ii) ifon any Business Day the Value ofthe Posted Collateral in respect ofany loan of Securities exceeds the Required Collateral Value in respect ofsuch loan, the Lender shall (on demand) repay such Cash Collateral and/or redeliver to the Borrower such Equivalent Collateral as will eliminate the excess; and
- (iii) ifon any Business Day the value ofthe Posted Collateralfalls below the Required Collateral Value, the Borrower shall (on demand) provide such further Collateral to the Lender as will eliminate the deficiency.
Clause 6.2(b) (netting ofCollateral obligations where a Party is both Lender and Borrower) shall apply notwithstanding that Clause 6.2(a) has been amended as set out above.
The minimum period after demandfor transferring Cash Collateral or Equivalent Collateral shall be the same Business Day ifdemand is made before 11. 00 m, (Sydney time) and otherwise as agreed between the parties.
Base Currency (Clause 26 and Clause 1.6)
The Base Currency applicable to this Agreement is Australian Dollars.
Lenders' Warranties (Clause JO(d))
Clause lOrd) shall not apply where both Borrower and underlying Principal are resident in Australia.
Voting (Clause 4.3)
Clause 4.3 shall apply.
Place ofBusiness (Clause 26)
Sydney.
Address for Notices and Status o(Parties (Clause 20.1)
Addressfor notices or communications to: The Chase Manhattan Bank (London Branch) (in its capacity as agentfor the underlying principal which is an Australian Taxpayer)
| Address: | 125 London Wall EC2Y London 5AJ |
|---|---|
| Attention: | Ann Hunt |
| Fax No: |
DOli 442077771473 |
| Telephone No: |
DOli 442077771470 |
Addressfor notices or communications to: Macquarie Bank Limited which is an Australian Taxpayer.
Address: Allention: Fax No: Le-ve.R. ;< No. I. MM-H" /'I(ifU', ~'1' ti"T:<.r Nrw:2otnJ l:~ Ma--kd, DiViS/f», (He..-" Lee) ~;;> 1?232 6'"'!?"2
Telephone No: 612 232 3/26
Compensation for Loss ofFranking CreditslRebate.f (Clause 9.2)
Is required by Borrower if Borrower is an Australian Taxpayer and by Lender.
Compensation (or Loss ofIntercorporate Dividend Rebate (Clause 9.3)
Is required by Borrower ifBorrower is an Australian Taxpayer and by Lender. "
| Australian Association |
Securities Lending Limited |
||
|---|---|---|---|
| (ACN 054 944 482) Level 18, 20 Bond Street Sydney NSW 2000 (02)92201413 Tel: (02) 92201379 Fax: |
|||
| AUSTRALIAN | MASTER SECURITIES |
AGREEMENT· LENDING |
|
| dated as of: |
"""",3" .A0.j'V).!:: |
(Version: November 2003) ,;Jp.\,t!""", ,,,,,,,,,,,.,,,.,,,,,, ,,,.,,,,.,,, |
|
| Between: | (I) | (Name a/Company) |
Australia Securities Limited Morgan Stanley |
| or (ACN ARBN(as |
applicable)) ACN 078 652 276 _ |
||
| a company incorporated |
ofNew under the laws South Wales _ |
||
| of New |
(Business address) Level 39 South Wales, 2000, Australia, |
Chifley Tower, 2 Chifley Square, Sydney, _ |
|
| And: | (2) | (Name a/Company) |
Limited Macquarie Bank |
| or ARBN(as (ACN |
applicable)) ACN 008 583 542 |
||
| a company incorporated |
of under the laws Australian Capital Territory |
||
| of (Business address) |
Level 2, No.1 Martin Place, Sydney, NSW, 2000 Australia |
||
- * TIle original (Version: 4 April 1997) version ofthis agreement was adapted/rom the ISLA Overseas Securities Lender's Agreement (Version: December 1995, as amended by 1996 UK Tax Addendum), prepared by Clifford Chance, London, England/or lise by parties required tu meet UK Inland Revenue tax requirements. The 4 April 1997 version has been updated in December 2002 and November 2003 to take accolint of, among other things, intervening Australian tax, stamp duty and regulatory changes, and also to better reflect Australian market practice.
- * The original and updated versions (if this agreement are both also subject to the"Wanting and Disclaimer" on the coversheet to the original (Versiun: 4 April 1997) and updated (Version: November 2003) "User's Guide" relating to this agreement.
©m Governor Phillip Tower I FalTer Place Sydney NSW 2000 Telephone (02) 9296 2000 Pax (02) 9296 3999 DX t 13 Sydney Ref: JCK
| Contents | Australian Master Securities Lending Agreement | |
|---|---|---|
| $\mathbf{1}$ | Interpretation | |
| $\mathbf{2}$ | Loans of Securities | |
| 3 | Delivery of Securities | |
| 4 | Title, Distributions and Voting | |
| 5 | Fees | |
| 6 | Collateral | |
| 7 | Redelivery of Equivalent Securities | |
| 7A | Suspended Securities | |
| 8 | Set-off etc. | |
| 9 | Stamp duty, taxes etc and loss of tax benefits | |
| 10 | Lender's warranties | |
| 11 | Borrower's warranties |
| 12 | Events of Default | 16 |
|---|---|---|
| 13 | Outstanding payments | 17 |
| 14 | Transactions entered into as agent | 17 |
Page No
No reliance on tax or accounting representations by other Party 19
| The remained on this or accounting representations by only really to | ||
|---|---|---|
| 17 | Observance of procedures | 19 |
| 18 | Severance | 19 |
| 19 | Specific performance | 19 |
| 20 | Notices | 19 |
| 21 | Assignment | 20 |
| 22 | Non-Waiver | 20 |
| 23 | Time | 20 |
| 24 | Recording | 20 |
| 25 | Miscellaneous | 20 |
Morgan St:mkl' Auslr.:Jlia Securities Limlicd - AuslrJlian Master Securiti,-'S lJ:nuing AgfL'Cmcnt {AMSLA} drdft M~y 10 [ms~lcgal_sydJ!r<.l.IOOO3()325,llM()rgan Stank'}' Australia Sccuritks Limtil'l,l- Australian M~l~lcr Sl'Cunti", Llllding Agreemcllt (AMSLA) drali M~y 10 [ms~lcgal_sydJ!r<.l.100030325.1 J
Termination of course of dealings by notice
| 26 Definitions |
21 | |
|---|---|---|
| Governing Law and Jurisdiction 27 |
29 | |
| Particulars Schedule 1 |
30 | |
| Schedule 2 Specimen Form of Borrowing Request (see clause 2.1 and definition of "Borrowing Request" in clause 26) |
33 | |
| Schedule 3 Supplementary Terms and Conditions (if any) |
34 | |
| O | ||
| m | ||
| U | ||
| u | m | |
| 11 | ||
| u | ||
| T) | 88 | |
| w | ||
| л | 93 | |
| n | 91 | |
| ÷ | н | |
| ш | 88 | |
| ÷. | and the of | |
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rmSI:..Jlogal_~)'d prd.IOOO30325.11Morgan Stanley Austr.lIia St.,<:uritics Limti..'d - AUSIr,llian MaskT SL'Curitics l.ending Agreement (AMSI.A) dian May 10 [ms"U..-g.1Uyd pro HXXJ30J25_1 J
AGREEMENT
Recitals:
- A The Parties hereto are desirous of agreeing to a procedure whereby either one ofthem (the "Lender") will make available to the other ofthem (the "Borrower") from time to time Securities (as hereinafter defined).
- B. All transactions carried out under this Agreement will be effected in accordance with the Rules (as hereinafter defmed), if applicable, together with current market practices, customs and conventions, in so far as they are not inconsistent with the terms ofthis Agreement.
Operative provisions:
1 Interpretation
- 1.1 [Definitions] The terms defined in clause 26 and in Schedule 1 have the meanings therein specified for the purposes ofthis Agreement.
- 1.2 [Inconsistency] In the event of any inconsistency between the provisions of Schedule 1 and the other provisions oftbis Agreement, Schedule I will prevail. In the event of any inconsistency between the provisions (if any) of Schedule 3 and the other provisions ofthis Agreement (including Schedule I), Schedule 3 will prevail. In the event of any inconsistency between the provisions of any Confmnation and this Agreement (including Schedules I and 3), such Confinnation will prevail for the purpose ofthe relevant transaction.
- 1.3 [Single agreement] All transactions are entered into in reliance on the fact that this Agreement and all Confinnations fonn a single agreement between the Parties (collectively referred to as this "Agreement"), and the Parties would not otherwise enter into any transactions.
- 1.4 [Interpretation] In this Agreement
- (a) Unless the context otherwise requires:
- (i) The singular includes the plural and vice versa.
- (ii) A person includes a corporation.
- (iii) A corporation includes any body corporate and any statutory authority.
- (iv) A reference to a statute, ordinance, code or other law or the Rules includes regulations or other instruments under it or them and consolidations, amendments, re-enactments or replacements of any o[them.
- (b) Notwithstanding the use of expressions such as "borrow", "lend", "Collateral", "Margin", "redeliver" etc., which arc used to renect
terminology used in the market for transactions ofthe kind provided for in this Agreement, all right, title and interest in and to Securities "borrowed" or "lent" and "Collateral" which one Party Transfers to the other in accordance with this Agreement ("title") shall pass from one Party to the other free and clear of any liens, claims, charges or encumbrances or any other interest of the Transfening Party or of any third party (other than a lien routinely imposed on all securities in a relevant clearance system), the Party obtaining such title being obliged to redeliver Equivalent Securities or Equivalent Collateral, as the case may be. Each Transfer under this Agreement will be made so as to constitute or result in a valid and legally effective transfer of the Transferring Party's legal and beneficial title to the recipient.
-
2 -
-
(c) Where, in respect of any transaction, any distribution is made, or Income or fee is paid, other than in cash, the provisions of this agreement (other than clause 4.2(b)) shall apply, with necessary modifications, to the same extent as ifthe distribution, Income or fee had been made or paid in cash, and terms such as "pay" and "amount" shall be construed accordingly.
- 1.5 [Headings] All headings appear for convenience only and shall not affect the interpretation ofthis Agreement.
- 1.6 [Currency conversion] For the purposes of clauses 6, 8.3 and 8.4, when a conversion into the Base Currency is required, all prices, sums or values (including any Value, Offer Value and Bid Value) of Securities, Equivalent Securities, Collateral or Equivalent Collateral (including Cash Collateral) stated in currencies other than thc Base Currency shall be converted into the Base Currency at the rate quoted by an Australian bank selected by the Lender (or, if an Event of Default has occurred in relation to the Lender, by the Borrower) at or about II.OOam (Sydney time) on the day of conversion as its spot rate for the sale by the bank ofthe Base Currency in exchange for the relevant other currency.
- 1.7 [Other agreements] Where at any time there is in existence any other agreement between the Parties the terms of which make provision for the lending ofSecurities (as defmed in this Agreement) as well as other securities, the terms ofthis Agreement shall apply to the lending ofsuch Securities to the exclusion of any other such agreement.
- 1.8 [Nominees] Ifpayment is made or Securities, Equivalent Securities, Collateral or Equivalent Collateral is Transferred to a Party's nominee or otherwise in accordance with the directions of a Party (whether by the other Party or by a third party), it shall be deemed, for the purposes ofthis agreement, to have been paid or made or Transferred to the first mentioned Party.
2 Loans of Securities
2.1 [Borrowing Request and acceptance thereof] The Lender will lend Securities to the Borrower, and thc Borrower will borrow Securities from the Lender, in accordance with the terms and conditions ofthis Agreement and with the Ruk-s. The terms of each Loan should be agreed prior to the conunenccmcnt orthe rclevant Loan, either orally or in writing (including any agreed form of electronic communication) and confmned in such form and on such basis as is agreed between the Parties. Any confirmation produccd by a Party shall not supersede or prevail over the prior oral, written or electronic communication (as the case may be).
- 2.2 [Changes to a Borrowing Request] The Borrower has the right to reduce the amount of Securities referred to in, or otherwise vary, a Borrowing Request provided that:
- (a) the Borrower has notified the Lender ofsuch reduction or variation no later than midday Australian Eastern standard or summer (as appropriate) time on the day which is two Business Days prior to the Settlement Date, unless otherwise agreed between the Parties, and
- (b) the Lender shall have accepted such reduction or variation (by whatever means).
3 Delivery of Securities
(Delivery of Securities] The Lender shall procure the delivery ofSecurities to the Borrower or deliver such Securities in accordance with the relevant agreement together with appropriate instruments oftransfer (where necessary) duly stamped (where necessary) and such other instruments (if any) as may be requisite to vest title thereto in the Borrower. Such Securities shall be deemed to have been delivered by the Lender to the Borrower on delivery to the Borrower or as it shall direct ofthe relevant instruments oftransfer and certificates or other documents oftitle (if any), or in the case of Securities title to which is registered in a computer based system which provides for the recording and transfer oftitle to the same by way of electronic entries (such as CHESS), on the transfer oftitle in accordance with the rules and procedures ofsuch system as in force from time to time, or by such other means as may be agreed.
4 Title, Distributions and Voting
- 4.1 [Passing of title] The Parties shall execute and deliver all necessary documents and give all necessary instructions to procure that all right, title and interest in:
- (a) any Securities borrowed pursuant to clause 2;
- (b) any Equivalent Securities redelivered pursuant to clause 7;
- (c) any Collateral delivered pursuant to clause 6;
- (d) any Equivalent Collateral redelivered pursuant to clauses 6 or 7,
shall pass from one Party to the other, free from all liens, charges, equities and encumbrances, on delivery or redelivery ofthe same in accordance with this Agreement. In the case of Securities, Collateral, Equivalent Securities or Equivalent Collateral title to which is registered in a computer based system which provides for the recording and transfer oftitlc to the same by way of electronic entries, delivery and transfer oftide shall take place in accordance with the rules and procedures of such system as in force from time to time.
4.2 [Distributions]
(a) [Distributions] Unless otherwise agreed, where Income is paid by thc issuer in relation to any Securities on or by reference to an Income Payment Date on which such Securities are the subject of a loan under this Agreement, the Borrower shall, on the date of the payment ofsuch Income, or on such other date as the Parties may from time to time agree, (the "Relevant Payment Date") pay to the Lender a sum ofmoney (a
-4- "Substitute payment") equivalent to the amount that the Lender would have been entitled to receive (after any deduction, withholding or payment for or on account of any tax made by the relevant issuer (or on its behalf) in respect ofsuch Income) had such Securities not been loaned to the Borrower and been held by the Lender on the Income Payment Date, irrespective of whether the Borrower received the same.
(b) [Corporate actions] Subject to paragraph (c) (unless otherwise agreed), where, in respect of any borrowed Securities or any Collateral, any rights relating to conversion, subdivision, consolidation, pre-emption, rights arising under a takeover offer or other rights, including those requiring election by the holder for the time being ofsuch Securities or Collateral, become exercisable prior to the redelivery of Equivalent Securities or Equivalent Collateral, then the Lender or Borrower, as the case may be, may, within a reasonable time before the latest time for the exercise ofthe right or option, give written notice to the other Party that, on redelivery of Equivalent Securities or Equivalent Collateral, as the case may be, it wishes to receive Equivalent Securities or Equivalent Collateral in such fonn as will arise ifthe right is exercised or, in the case of a right which may be exercised in more than one manner, is exercised as is specified in such written notice.
(c) 11936 Tax Act sections 26BC(3)(c)(ii) and (v) requirements] Notwithstanding paragraph (b), where, in respect of any borrowed Securities or any Collateral, the relevant issuer company, trustee, government or govcnunent authority issues any right or option in respect ofthe borrowed Securities or Collateral, as the case may be, the Borrower or the Lender, respectively, must deliver or make available, as the case may be, to the other Party on the date ofsuch issue or on such other date as the Parties may from time to time agree:
- (i) the right, or option; or
- (ii) an identical right or option; or
- (iii) a payment equal to the value to the Lender or the Borrower, respectively, ofthe right or option;
together with any such endorsements or assignments as shall be customary and appropriate.
(d) [Manner of payment] Any payment to be made by the Borrower under this clause shall be made in a manner to be agreed between the Parties.
4.3 [Voting] Unless paragraph 4 in Schedule 1 specifies that this clause 4.3 does not apply, each Party undertakes that, where it holds Securities of the same description as any Securities borrowed by it or transferred to it by way ofCollateral at a time when a right to vote arises in respect ofsuch Securities, it will use its best endeavours to arrange for the voting rights attached to such Securities to be exercised in accordance with the instructions ofthe other Party provided always that each Party shall use its best endeavours to notify the other of its instructions in writing no later than seven Business Days prior to the date upon which such votes are exercisable, or as otherwise agreed between the Parties, and that the Party concerned shall not he obliged so to exercise the votes in respect ofthe number of Securities greater than the number so lent or transferred to it. For the avoidance of doubt, the Parties agree that, subject as hereinbefore provided, any voting rights
attaching to the relevant Securities, Equivalent Securities, collateral and/or Equivalent Collateral shall he exercisable by the persons in whose name they are registered, or in the case of Securities, Equivalent Securities, collateral and/or Equivalent Collateral in hearer Conn by the persons by or on behalfof whom they are held, and not necessarily by the Borrower or the Lender (as the case may be).
5 Fees
- 5.1 [Fees] In respect of each loan of Securities:
- (a) for which the Collateral is cash:
- (i) the Lender must pay a fee to the Borrower in respect ofthe amount ofthat Collateral, calculated at the rate agreed between them; and
- (ii) unless the Parties otherwise agree, the Borrower is not obliged to pay a fee to the Lender;
- (b) for which there is no Cash Collateral, the Borrower must pay a fee to the Lender, calculated at the rate agreed between them.
- 5.2 [Where there are different types of Collateral] Where the Collateral comprises only partly cash, clause 5.1 is to be construed as ifthere were separate loans of Securities, one secured solely by Cash Collateral and the other secured solely by non-cash Collateral.
- 5.3 [Calculation of fees] In respect of each loan ofSecurities, the payments referred to in clause 5.1 ofthis clause shall accrue daily in respect ofthe period commencing on and inclusive ofthe Settlement Date and tenninating on and exclusive ofthe Business Day upon which Equivalent Securities are redelivered or Cash Collateral is repaid. Unless otherwise agreed, the sums so accruing in respect of each calendar month shall be paid in arrears by the Borrower to the Lender or to the Borrower by the Lender (as the case may be) not later than the Business Day which is one week after the last Business Day ofthe calendar month to which such payment relates or such other date as the Parties from time to time agree. Any payment made pursuant to clause 5.1 shall be in Australian currency, unless otherwise agreed, and shall be paid in such manner and at sueh place as shall be agreed between the Parties.
6 Collateral
- 6.1 [Borrower's obligation to provide Collateral] Unless otherwise agreed, subject to the other provisions ofthis clause 6, the Borrower undertakes to deliver to or deposit with the Lender (or in accordance with the Lender's instructions) Collateral ofthe kind specified in the relevant Borrowing Request or as otherwise agreed betwecn the Parties (together with appropriate instruments oftransfer duly stamped (where necessary) and such other instruments as may be requisite to vest title thereto in the Lender) simultaneously with delivery ofthe borrowed Securities by the Lender.
- 6.2 [Global margining]
- (a) [Adjustments to Collateral) Unless otherwise agreed between the Parties, subject to paragraph (b), clause 6.4 and paragraph 1.5 in Schedule 1;
- (i) The aggregate Value ofthe Collateral delivered to or deposited with the Lender or its nominated bank or depositary (excluding any
\
-6- Collateral repaid or rcdelivercd under paragraph (ii) below (as the case may be)) in respect of all loans of Securities outstanding under this Agreement ("Posted Collateral") shall from day to day and at any time be at least the aggregate ofthe Required Collateral Values in respect ofsuch loans.
- (ii) If at any time the aggregate Value ofthe Posted Collateral in respect of all loans ofSecurities outstanding under this Agreement exceeds the aggregate of the Required Collateral Values in respect ofsuch loans, the Lender shall (on demand) repay such Cash Collateral and/or redeliver to the Borrower such Equivalent Collateral as will eliminate the excess.
- (iii) Ifat any time the aggregate Value ofthe Posted Collateral in respect of all loans of Securities outstanding under this Agreement falls below the aggregate ofRequired Collateral Values in respect of all such loans, the Borrower shall (on demand) provide such further Collateral to the Lender as will eliminate the deficiency.
- (b) [Netting of Collateral obligations where a Party is both Lender and Borrower) Unless otherwise agreed between the Parties, subject to clause 6.4 and paragraph 1.5 in Schedule I, where paragraph (a) applies, if a Party (the ''first Party") would, but for this paragraph, be required under paragraph (a) to repay Cash Collateral, redeliver Equivalent Collateral or provide further Collatcral in circumstances where the other Party (the "second Party") would, but for this paragraph, also be required to repay Cash Collateral, redeliver Equivalent Collateral or provide further Collateral under paragraph (a), then the Value ofthe Cash Collateral, Equivalent Collateral or further Collateral deliverable by the first Party ("X") shall be set·off against the Value ofthe Cash Collateral, Equivalent Collateral or further Collateral deliverable by the second Party ("y") and the only obligation ofthe Parties under paragraph (a) shall be, where X exceeds Y, an obligation ofthe first Party, or where Y exceed X, an obligation ofthe second Party, (on demand) to repay Cash Collateral, redeliver Equivalent Collateral or deliver further Collateral having a Value equal to the difference between X and Y.
- 6.3 [Required Collateral Value] For the purposes of clause 6.2(a), the Value ofthe Posted Collatcral to be delivered or deposited in respect of any loan ofSecurities, while the loan of Securities continues, shall bc equal to the aggregate ofthe Value of the borrowed Securities and the Margin applicable thereto (the "Required Collateral Value").
- 6.4 [Time for payment/repayment of Collateral] Except as provided in clause 6.1 or clause 6.6 or as otherwise agreed, where any Cash Collateral is to be repaid, Equivalent Collateral is to be redelivered or further Collateral is to be provided under this clause 6, it shall be paid or delivered as stated in paragraph 1.4 in Schedule I.
-
6.5 [Substitution of Alternative Collateral] The Borrower may from time to time call tor the repayment ofCash Collateral or the redelivery ofEquivalent Collateral prior to the date on which the same would otherwise have been repayable or redcliverable, provided that, at the time ofsuch repayment or redelivery, the Borrower shall have delivered or delivers Alternative Collateral acceptable to thc Lender.
-
6.6 [Return ofCoUateral/Equivalent Collateral on redelivery of Equivalent Securities]
- (a) Cash Collateral shall be repaid and Equivalent Collateral shall he redelivcrcd at the same time as Equivalent Securities in respect afthe Securities borrowed are redelivered.
- (b) Where Collateral is provided through a book entry transfer system (such as Austraclear or RITS), the obligation ofthe Lender shall be to redeliver Equivalent Collateral through such book entry transfer system in accordance with this Agreement. Ifthe loan of Securities in respect ofwhich Collateral was provided has not been discharged when the Equivalent Collateral is redelivered, any payment obligation generated within the book entry transfer system on such redelivery shall, until the loan ofSecurities is discharged or further Collateral is provided, be deemed to constitute an obligation to pay Cash Collateral.
- 6.7 [Receipt by Lender of Income on Collateral] Where Collateral (other than Cash Collateral) is delivered in respect of which any Income may become payable and an Income Payment Date in respect ofthat Collateral occurs prior to the redelivery of Equivalent Collateral, then, unless such Income is paid directly to thc Borrower, the Lender shall, on the date on which such Income is paid or on such other date as the Parties may from time to time agree, pay to the Borrower a sum ofmoney (a "Substitute payment") equivalent to the amount ofsuch Income that (after any deduction, withholding or payment for or on account of any tax made by the relevant issuer (or on its behalf) in respect ofsuch Income) the Lender either actually received, or would have been entitled to receive had such Collateral been held by the Lender on the Income Payment Date, irrespective of whether the Lender received the same. Ifthe Lender is required by law, as modified by the practice of any relevant taxing authority, to make any deduction or withholding from any Substitute payment to be made under the preceding sentence, then the Lender must:
- (a) promptly pay to the relevant taxing authority the full amount ofthe deduction or withholding; and
- (b) forward to the Borrower on request a copy of any official receipt or other evidence showing that the full amount of any such deduction or witliliolding has been paid over to the relevant taxing authority.
- 6.8 [Borrower's rights re Collateral are not assignable] The Borrower may not assign, transfer or otherwise dispose of, or mortgage, charge or otherwise encwnber, or otherwise deal with its rights in respect of any Collateral without the prior written consent ofthe Lender.
- 6.9 [Lender may set off obligation to repay or return Equivalent Collateral] IFthe Borrower fails to comply with its obligation to redeliver Equivalent Securities, the obligation ofthe Lender in respect of any Collateral may be the subject of a set-off in accordance with clause 8.
-
6.10 [Collateral provided to Lender's Nominee] Without limiting clause 1.8, where Collateral is provided to the Lender's nominee, any obligation under this Agreement to repay or redeliver or otherwise account for Equivalent Collateral shall be an obligation of the Lender, notwithstanding that any such repayment or redelivery may be effected in any particular case by the nominee.
-
8 6.11 [Letters of Credit] Ifthe Collateral in respect of one or more loans or Securities is or includes a letter of credit, the Lender may only draw down under that letter of credit when an Event of Default occurs in relation to the Borrower and, upon the Lender drawing down, whether or not pennitted under this clause 6.11, the Collateral (or that part ofit represented by the letter ofcredit) becomes Cash Collateral.
- 6.12 [Non-Cash Collateral] lrthe Collateral in respect of one or more loans of Securities is or includes other Securities and either the Borrower is a taxpayer to whom the Tax Act applies in respect ofthe disposal ofthose other Securities or in any other case the Parties so agree:
- (a) The Parties acknowledge that the provision ofthose other Securitics is by way of a loan of Securities under this Agreement, to which section 26BC(3)(a) ofthe 1936 Tax Act may apply (subject to the reacquisition time being less than 12 months after the original disposal rime).
- (b) For the purposes ofsection 26BC(3)(d) ofthe 1936 Tax Act, the notifiable consideration in respect ofthe provision ofthose Securities by way ofloan is specified as follows:
- (i) There is no fee.
- (ii) There is no adjustment for variations in the market value ofthe Collateral or Equivalent Collateral.
- (iii) There is other consideration: see the obligations ofthe recipient of the Collateral under clauses 4.2(b), 4.2(c), 4.3 and 6.7.
- (c) For the avoidance of doubt, this clause 6.12 is directed solely at clarifying either or both ofthe following issues: that the provision ofthe other Securities as Collateral is eligible for the application of first section 26BC and secondly, where applicable, sections 2l6~ 10 and 216-30 ofthe 1997 Tax Act. Accordingly, clauses 2, 4.2(a), 5, 6.1 to 6.11, 7, 8, 9.1, 9.2 (unless otherwise agreed), 9.4 and 12 do not apply to any loan of Securities under paragraph (a). Instead, those Securities are simply to be regarded as Collateral for the purposes ofthose clauscs.
7 Redelivery of Equivalent Securities
- 7.1 [Borrower's obligation to redeliver Equivalent Securities] The Borrower undertakes to redeliver Equivalent Securities in accordance with this Agreement and the tcnns ofthc rclcvant Borrowing Request.
- 7.2 [Lender may call for redelivery of Equivalent Securities] Subject to clause 8 and the tenns ofthe relevant Borrowing Request, the Lender may call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than the Standard Settlement Time for such Equivalent Securities or the equivalent time on the exchange or in the clearing organisation through which the relevant borrowed Securities were originally delivered. The Borrower shall as hereinafter provided redeliver such Equivalent Securities not latcr than the cxpiry of such notice in accordance with the Lender's instructions.
- 7.3 [Lender may terminate loan if Borrower defaUlts] Ifthe Borrower does not redeliver Equivalent Securitics in accordance with such cal1, the Lender may elect to continue the loan of Securities; provided that, irthc Lender does not elect to
continue the loan, the Lender may by written notice to the Borrower elect to tcnninatc the relevant loan. Upon the expiry ofsuch notice the provisions of clauses 8.2 to 8.5 shall apply as if upon the expiry ofsuch notice an Event of Default had occurred in relation to the Borrower (who shall thus be the Defaulting Party for the purposes ofthis Agreement) and as ifthe relevant loan were the only loan outstanding.
- 7.4 [Consequence of exercise of "buy-in" against Lender, as a result of Borrower default] In the event that, as a result ofthe failure ofthe Borrower to redeliver Equivalent Securities to the Lender in accordance with this Agreement, a "buy-in" is exercised against the Lender, then, provided that reasonable notice has been given to the Borrower ofthe likelihood ofsuch a "buy-in", the Borrower shall account to the Lender for the total costs and expenses reasonably incurred by the Lender as a result ofsuch "buy-in".
- 7.5 [Right of Borrower to terminate loan early] Subject to the tenns ofthe relevant Borrowing Request, the Borrower shall be entitled at any time to tenninate a particular loan of Securities and to redeliver all and any Equivalent Securities due and outstanding to the Lender in accordance with the Lender's instructions.
7A Suspended Securities
- 7A.I This clause 7A applies if:
- (a) dealings in any borrowed Securities or Collateral Securities are suspended from trading by the stock exchange on which the Securities were listed at the time of delivery under this Agreement, whether by reason ofthe adverse position ofthe issuer or otherwise; or
- (b) for any other reason concerning the issuer ofthose Securities (such as the liquidation, provisional liquidation, administration or receivership ofthe issuer, or the Securities ceasing to be listed for trading on the stock exchange on which they were listed at the time of delivery under this Agreement), or concerning the exchange or clearing house through which they are traded, one Party is unable to transfer title to those Securities or Equivalent Securities to the Other Party.
- 7A.2 At any time while a situation described in clause 7A.I prevails in relation to particular borrowed or Collateral Securities (the "Suspended Securities"), either the Lender or the Borrower may give notice (a "Suspension Notice") to the other, in which event clauses 7A.3 and 7A.4 shall apply.
- 7A.3 If a Suspension Notice is given, the Borrower and the Lender shall promptly enter into negotiations in good faith with a view to promptly agreeing the market value of the Suspended Securities for the purposes ofthis clause 7A. Neither the Borrower nor the Lender may unreasonably withhold or delay its agreement to a market value reasonably proposed by the other Party.
- 7AA Any market value agreed under clause 7A.3 applies to the Suspended Securities notwithstanding thc dcfinition of Value in clause 26.
8 Set·off etc.
8.1 [Requirement for simultaneous delivery] On the datc and time that Equivalent Securities arc rcquired to be redclivcrcd by the Borrower in accordance with the
provisions ofthis Agreement the Lender shall simultaneously redeliver the Equivalent Collateral and repay any Cash Collateral held (in respect of the Equivalent Securities to be redelivered) to the Borrower. Neither Party shall be obliged to make delivery (or make a payment as the case may he) to the other unless it is satisfied that the other Party will make such delivery (or make an appropriate payment as the case may be) to it simultaneously. !fit is not so satisfied (whether because an Event of Default has occulTed in respect ofthe other Party or otherwise), it shall notify the other Party and, unless that other Party has made arrangements which arc sufficient to assure full delivery (or the appropriate payment as the case may be) to the notifying Party. the notifying Party shall (provided it is itself in a position, and willing, to perfonn its own obligations) be entitled to withhold delivery (or payment, as the case may be) to the other Party.
- 8.2 [Netting following occurrence of Event of Default] If an Event of Default occurs in relation to either Party, the Parties' delivery and payment obligations (and any other obligations they have under this Agreement) shall be accelerated so as to require perfonnance thereof at the time such Event of Default occurs (the date of which shall be the "Performance Date" for the purposes of this clause), and in such event:
- (a) the Relevant Value ofthe Securities to be delivered (or payment to be made, as the case may be) by each Party shall be established in accordance with clause 8.3; and
- (b) on the basis ofthe Relevant Values so established, an account shall be taken (as at the Perfonnance Date) of what is due from each Party to the other and (on the basis that each Party's claim against the other in respect of delivery ofEquivalent Securities or Equivalent Collateral or any cash payment equals the Relevant Value thereof) the swns due from one Party shall be set-off against the sums due from the other and only the balance ofthe account shall be payable (by the Party having the claim valued at the lower amount pursuant to the foregoing) and such balance shall be payable on the Perfonnance Date.
- 8.3 [Relevant Value] For the purposes of clause 8.2 the Relevant Value:
- (a) of any cash payment obligation shall equal its par value (disregarding any amount taken into account under (b) or (c) below);
- (b) of any Securities to be delivered by the Defaulting Party shall, subject to clause 8.4(b) and (e) below, equal the Offer Value thereof; and
- (e) of any Securities to be delivered to the Defaulting Party shall, subject to clause 8.4(b) and (c) below, equallhe Bid Value thereof.
8.4 [Bid Value/Offer Value]
(a) For the purposes of clause 8.3, but subject to (b) and (c) below, the Bid Value and Offer Value of any Securities shall be calculated as at the Close of Business in the most appropriate market for Securities ofthe relevant description (as detennined by the Non-Defaulting Party) on the first Business Day following the Performance Date, or, ifthe relevant Event of Default occurs outside the nonnal business hours ofsuch market, on the second Business Day following the Performance Date (the "Default Valuation Time").
- (b) Where the Non-Defaulting Party has, following the occurrence of an Event of Default but prior to the Default Valuation Time, purchased Securities forming part ofthe same issue and being of an identical type and description to those to be delivered by the Defaulting Party and in substantially the same amount as those Securities or sold Securities fonning part ofthe same issue and being of an identical type and description to those to be delivered by the Non-Defaulting Party to the Defaulting Party and in substantially the same amount as those Securities, the cost ofsuch purchase or the proceeds ofsuch sale, as the case may be, (taking into account all reasonable costs, fees and expenses that would be incurred in connection therewith) shall be treated as the Offer Value or Bid Value, as the case may be, ofthe relevant Securities
- (c) Where the amount of any Securities sold or purchased as mentioned in (b) above is not in substantially the same amount as those Securities to be valued for the purposes of clause 8.3, the Offer Value or the Bid Value (as the case may be) ofthose Securities shall be ascertained by:
for the purposes ofthis clause 8.
- (i) dividing the net proceeds ofsale or cost of purchase by the amount ofthe Securities sold or purchased so as to obtain a net unit price; and
- (ii) multiplying that net unit price by the amount ofthe Securities to be valued.
- 8.5 [Interpretation: "Securities"] Any reference in this clause 8 to Securities shall include any asset other than cash provided by way ofCollateral, and, for the avoidance ofdoubt, shall include Equivalent Securities and Equivalent Collateral.
- 8.6 [Interpretation: "Event of Default"] Ifthe Borrower or the Lender for any reason fails to comply with its respective obligations under clause 6.6 in respect ofthe redelivery ofEquivalent Collateral or the repayment ofCash Collateral, such failure shall be an Event ofDefault for the purposes ofthis clause 8, and the person failing to comply shall thus be the Defaulting Party.
- 8.7 [Waiver of right to require simultaneous delivery] Subject to and without prejudice to its rights under clause 8.1, either Party may from time to time in accordance with market practice and in recognition ofthe practical difficulties in arranging simultaneous delivery of Securities, Collateral and cash transfers waive its right under this Agreement in respect ofsimultaneous delivery and/or payment; provided that no such waiver in respect ofone transaction shall bind it in respect of any other transaction.
9 Stamp duty, taxes etc and loss of tax benefits
- 9.1 [Stamp duty etc] The Borrower hereby undertakes promptly to pay and account for any transfer or similar duties or taxes, and any loan security or other stamp duties, (if any) chargeable in cOlUlection with any transaction effectcd pursuant to or contemplated by this Agreement, and shall indemnify and keep indemnified the Lender against any liability arising in respect thereof as a result ofthe Borrower's failure to do so.
- 9.2 [Borrower to give Transfer of Distribution Statement to Lender re Franked Distributions] If:
(a) an Income Payment Date occurs during an Income Determination Period in relation to a particular loan ofSecurirics;
-
12 -
-
(b) had the Lender been the holder of those Securities on the relevant Income Payment Date, it would have received a Franked Distribution in respect of those Securities;
- (c) the Agreement or the relevant Confinuation states that the Lender is an Australian Taxpayer;
- (d) the failure ofthe Lender to receive a Franked Distribution is not due to any unreasonable act or omission by or on behalf ofthe Lender; and
- (e) neither paragraph 7 in Schedule 1 nor the relevant Confmnation states that the Lender is not entitled to compensation for the loss of Imputation Benefits;
then:
- (f) the Borrower must either:
- (i) ifsection 216-10 of the 1997 Tax Act applies, as soon as practicable, and in any event within 10 Business Days after the relevant Income Payment Date, give to the Lender a Transfer of Distribution Statement in respect ofthose Securities (which the Borrower is to be taken as having warranted is correct in all material respects and is effective for the purposes ofsection 216-30 ofthe 1997 Tax Act); or
- (ii) otherwise, on the lOth Business Day after the relevant Income Payment Date pay to the Lender an amount equal to the Franking Credit allocated (or, under section 202-65 ofthe 1997 Tax Act, taken to have been allocated) to the Franked Distribution and specified in the Distribution Statement for that Franked Distribution.
- 9.3 [Deleted.]
- 9.4 ("Notifiable consideration" for the purposes ofs 26BC(3)(d) of the 1936 Tax Act] For the purposes ofsection 26BC(3)(d) ofthe 1936 Tax Act, the notifiable consideration in respect of any loan of Securities is dissected as follows:
- (a) a fcc see clause 5.1 (as applicable); and
- (b) other consideration see clauses 4.2, 6 and 9 and the definition of "Equivalent Securities" in clause 26.
- 9.5 [GST]
- (a) All payments (including the provision of any non-monetary consideration) to be made by either Party under or in connection with this Agreement have been calculated without regard to GST.
-
(b) Ifall or part orany such payment is the consideration tor a Taxable Supply, then, when the payer makes the payment, the payer must, after receipt of a Tax Invoice, pay to the supplier additional consideration equal to the GST Amount. Such additional amount is to be paid on the earlier of:
- (i) the date ofthe tirst payment for the Taxable Supply; and
-
(ii) the date five Business Days after the date on which the Tax Invoice for the Taxable Supply is received by the payer.
- (c) Where under or in connection with this Agreement a Party is required to reimburse or indemnify for an amount, that Party will pay the relevant amount:
- (i) including any sum in respect ofGST which has been paid by the payee upon any supply made to the payee in connection with the circumstances giving rise to the operation ofthe indenmity or right of reimbursement;
- (ii) less any GST Input Tax Credit that that Party detennines (acting reasonably) that the payee is entitled to claim in respect ofthe circumstances giving rise to the operation ofthe indemnity or right of reimbursement.
- (d) If a person is a member ofa GST Group, references to GST for which the person is liable and to Input Tax Credits to which the person is entitled include GST for which the Representative Member ofthe GST Group is liable and Input Tax Credits to which the Representative Member is entitled.
- (e) In this clause:
GST means the goods and services tax as imposed by the GST Law together with any related interest, penalties, fines or other charges.
GSTAmount means in relation to a Taxable Supply the amount ofGST for which the supplier is liable in respect ofthe Taxable Supply.
GST Group has the meaning given to this tcrm by the GST Law.
GST Law has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (or, ifthat Act does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia) and any regulation made under that Act.
Input Tax Credit has the meaning given to that term by the GST Law.
Invoice has the meaning given to that term by the GST Law.
Representative Member has the meaning given to that term by the GST Law.
Taxable Supply has the meaning given to thaL term by the GST Law.
Tax Invoice has the meaning givcn to that term by the GST Law.
- 9.6 [Non-Australian GST]
- (a) All payments (including the provision of any non-monetary consideration) to be made by either Party under or in connection with this Agreement have been calculated without regard to on-Australian GST.
- (b) Ifall or part of any such payment is the consideration for a supply ofgoods or scrvices (however dermed) in respect of which Non-Australian GST is payable (whether by a Party or its Related Entities or any person on its behalf or in its place (the "supplier")) to any relevant tax authority or government agency, the other Party mlL,;t pay to the supplier additional
consideration equal to the amount of any such Non-Australian GST. Such additional amount is to be paid on demand by the supplier.
- (c) Where under or in connection with this Agreement a Party is required to reimburse or indemnify for an amount, that Party will pay the relevant amount:
- (i) including any sum in respect of non-Australian GST which has been paid by the payee upon any supply made to the payee in COIUlcction with the circumstances giving rise to the operation ofthe indemnity or right ofreimbursement;
- (ii) less any input tax credit (however defined or described) that that Party detennines (acting reasonably) that the payee is entitled under the law applicable to that Non-Australian GST to claim in respect of the circumstances giving rise to the operation ofthe indemnity or right ofreimbursement.
- (d) In this clause, the expression Non-Australian GSTmeans any goods and services tax, value added tax or similar transactional tax, however described, imposed on supplies of goods or services (however defined) under the law of any jurisdiction outside Australia, together with any related interest, penalties, fines or other charges.
9.7 [Grossing up]
- (a) All payments under clauses 4.2 (a), 5.1(a), 5.1(b) and 13 ofthis Agreement are to be made free and clear of, and without any deduction or withholding for or on account of, any taxes.
- (b) Accordingly, if any deduction or withholding in respect of any such payment is required by law, as modified by the practice of any relevant taxing authority, then the payer must:
- (i) pay to the other Party, in addition to the payment to which that other Party is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount (free and clear of any taxes payable by deduction or withholding, whether assessed against one Party or the other) will equal the full amount that that other Party would have received had no such deduction or withholding been required;
- (ii) promptly pay to the relevant taxing authority the full amount ofthe deduction or withholding by the payer; and
- (iii) forward to the payee on request a copy of any official receipt or other evidence showing that the full amount of any such deduction or withholding has been paid over to the relevant taxing authority.
- (c) Otherwise, unless otherwise agreed in respect ora particular loan of Securities or a particular payment, no such gross up is required in respect of any payment under this Agreement.
10 Lender's warranties
[Lender's warranties] Each Party hereby warrants and undertakes to the other on a continuing basis, to the intent that such warranties shall survive the completion of any transaction contemplated by this Agreement, that, where acting as a Lender:
- (a) it is duly authorised and empowered to perform its duties and obligations under this Agreement;
- (b) it is not restricted under the terms ofits constitution or in any other malUler from lending Securities in accordance with this Agreement or from otherwise performing its obligations under this Agreement;
- (c) it is absolutely entitled to pass full legal and beneficial ownership of all Securities provided by it under this Agreement to the Borrower free from all liens, charges, equities and encumbrances;
- (d) where paragraph 3 in Schedule 1 specifies that this clause 10(d) applies, it is not resident in Australia for the purposes ofthe Tax Act and either:
- (i) does not have a branch or other pennanent establishment in Australia for the purposes ofthe Tax Act or of any applicable double tax agreement between Australia and its country of tax residence; or
- (ii) if it does have such a branch or other pennanent establishment in Australia, that the loan is not entered into in the course of canying on business through such branch or pennanent establishment; and
- (e) unless clause 14 applies, it is acting as principal in respect ofthis Agreement.
11 Borrower's warranties
[Borrower's warranties] Each Party hereby warrants and undertakes to the other on a continuing basis, to the intent that such warranties shall survive the completion of any transaction contemplated by this Agreement, that, where acting as a Borrower:
- (a) it has all necessary licences and approvals, and is duly authorised and empowered, to perfonn its duties and obligations under this Agreement and will do nothing prejudicial to the continuation ofsuch authorisation, licences or approvals;
- (b) it is not restricted under the tenus of its constitution or in any other maMer from borrowing Securities in accordance with this Agreement or from otherwise perfonuing its obligations under this Agreement;
- (c) it is absolutely entitled to pass full legal and beneficial ownership of all Collateral provided by it under this Agreement to the Lender free from all liens, charges, equities and encumbrances;
- (d) it is acting as principal in respect of this Agreement; and
- (e) unless otherwise agreed, it shall in respect of every loan of Securities return to the Lender Equivalent Securities not later than 360 days from the date of delivery by the Lender ofthe original Securities to the Borrower.
12 Events of Default
- 12.1 [Events of Default] Each ofthe following events occurring in relation to either Party (the "Defaulting Party", the other Party being the "Non-Defaulting Party") shall be an Event of Default for the purpose ofclause 8:
- (a) the Borrower or Lender failing to payor repay Cash Collateral or deliver or redeliver Collateral or Equivalent Collateral upon the due date, and the Non~ Defaulting Party serves written notice on the Defaulting Party;
- (b) the Lender or Borrower failing to comply with its obligations under clause 6, and the Non-Defaulting Party serves wrincn notice on the Defaulting Party;
- (c) the Borrower failing to comply with clause 4.2 or clause 9.2 and the on-Defaulting Party serves written notice on the Defaulting Party;
- (d) an Act of Insolvency occurring with respect to the Lender or the Borrower and (except in the case of an Act of Insolvency which is the presentation of a petition for winding up or any analogous proceeding or the appointment ofa liquidator or analogous officer ofthe Defaulting Party in which case no such notice shall be required) the Non-Defaulting Pany serves written notice on the Defaulting Party;
- (e) any representations or warranties made by the Lender or the Borrower being incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, and the Non·Defaulting Party serves written notice on the Defaulting Party;
- (f) the Lender or the Borrower admitting to the other that it is unable to, or it intends not to, perfonn any ofits obligations hereunder and/or in respect of any loan hereunder, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (g) the Lender (if appropriate) or the Borrower being declared in default by the appropriate authority under the Rules or being suspended or expelled from membership of or participation in any securities exchange or association or other self-regulatory organisation, or suspended from dealing in securities by any government agency, and the Non-Defaulting Party serves written notice on the Defaulting Party;
- (h) any ofthe assets ofthe Lender or the Borrower or the assets ofinvestors held by or to the order ofthe Lender or the Borrower being ordered to be transferred to a trustee by a regulatory authority pursuant to any securities regulating legislation and the Non-Defaulting Party serves written notice on the Defaulting Party, or
- (i) the Lender or the Borrower failing to perform any other of its obligations hereunder and not remedying such failure within 30 days after the Non· Defaulting Pany serves written notice requiring it to remedy such failure, and the on-Defaulting Party serves a funher written notice on the Defaulting Party.
- 12.2 [Obligation of each Party to notify its Event of Default] Each Party shall notify the other iran event occurs which would constitute an Event of Default in relation to it with the giving of notice.
13 Outstanding payments
[Default interest] In the event of either Party failing to remit sums in accordance with this Agreement, such Party hereby undertakes to pay to the other Party upon demand interest (before as well as after judgment) on the net balance due and outstanding, for the period conunencing on and inclusive ofthe original due date for payment to (but excluding) the date of actual payment, in the same currency at a ratc per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it in good faith) if it were to fund or of funding the relevant amount, plus 2% (or other agreed percentage) per annum.
14 Transactions entered into as agent
- 14.1 [Agency Transactions] Subject to the following provisions ofthis clause, the Lender may enter into loans as agent (in such capacity, the "Agent") for a third person (a "Principal"), whether as custodian or investment manager or otherwise (a loan so entered into being referred to in this clause as an "Agency Transaction").
- 14.2 [Conditions for Agency Transactions] A Lender may enter into an Agency Transaction if, but only if:
- (a) it specifies that loan as an Agency Transaction at or before the time when it enters into it;
- (b) it enters into that loan on behalf of a single Principal whose identity is disclosed to the Borrower (whether by name or by reference to a code or identifier which the Parties have agreed will be used to refer to a specified Principal) at the time when it enters into the loan or as otherwise agreed between the Parties;
- (c) it has at the time when the loan is entered into actual authority to enter into the loan and to perfonn on behalf ofthat Principal all ofthat Principal's obligations under the agreement referred to in clause 14.4(b) below; and
- (d) the Borrower has agreed that the Lender may act as Agent in respect ofthe relevant loan, including as indicated (if at all) in paragraph 8 in Schedule 1.
- 14.3 [Undertakings by Lender] The Lender undertakes that, if it enters as agent into an Agency Transaction, forthwith upon becoming aware:
- (a) ofany event which constitutes an Act ofInsolvency with respect to the relevant Principal; or
- (b) of any breach of any ofthe warranties given in clause 14.5 below or of any event or circumstance which has the result that any such warranty would be untrue if repeated by reference to the current facts,
it will infonn the Borrower ofthat fact and will, ifso required by the Borrower, furnish it with such additional infonnation as it may reasonably request.
14.4 [Consequences of Agency Transaction]
(a) Each Agency Transaction shall be a transaction between the relevant Principal and the Borrower and no person othcr than the relevant Principal and the Borrower shall be a party to or have any rights or obligations under an Agency Transaction. Without limiting the foregoing, the Lender shall not be liable as principal for the perfonnance ofan Agency Transaction or for breach of any warranty contained in clause lO(d) ofthis Agreement, but this is without prejudice to any 1iability afthe Lender under any other provision ofthis clause.
- (b) All the provisions ofthe Agreement shall apply separately as between the Borrower and each Principal for whom the Agent has entered into an Agency Transaction or Agency Transactions as if each such Principal were a party to a separate agreement with the Borrower in all respects identical with this Agreement other than this paragraph and as jfthe Principal were Lender in respect afthat agreement; provided that:
- (i) jfthere occurs in relation to the Agent an Event of Default or an event which would constitute an Event of Default ifthe Borrower served written notice under any paragraph of clause 12, the Borrower shall be entitled by giving written notice to the Principal (which notice shall be validly given to the Lender in accordance with clause 20) to declare that, by reason of that event, an Event of Default is to be treated as occurring in relation to the Principal. If the Borrower gives such a notice, then an Event of Default shall be treated as occurring in relation to the Principal at the time when the notice is deemed to be given; and
- (ii) ifthe Principal is neither incorporated nor has established a place of business in Australia, the Principal shall for the purposes ofthe agreement referred to in the preamble in this paragraph (b) be deemed to have appointed as its agent to receive on its behalfservice of process in the courts ofAustralia the Agent, or, if the Agent is neither incorporated nor has established a place ofbusiness in Australia, the person appointed by the Agent for the purposes ofthis Agreement, or such other person as the Principal may from time to time specify in a written notice given to the other party.
- (c) The foregoing provisions of this clause do not aflect the operation ofthe Agreement as between the Borrower and the Lender in respect of any transactions into which the Lender may enter on its own account as principal.
- 14.5 [Warranty by Lender] The Lender warrants to the Borrower that it will, on every occasion on which it enters or PUl1'0rts to enter into a transaction as an Agency Transaction, have been duly authorised to enter into that loan and perform the obligations arising thereunder on behalfofthe person whom it specifies as the Principal in respect of that transaction and to perform on behalf ofthat person all the obligations ofthat person under the agreement referred to in clause 14.4(b).
15 Termination of course of dealings by notice
Each Party shall have the right to bring the course of dealing contemplated under this Agreement to an end by giving not less than 15 Business Days' notice in writing to the other Party (which notice shall specify the date of termination), subject to an obligation to ensure that all loans which have been entered into but not discharged at the time such notice is given are duly discharged in accordance with this Agreement and with the Rules (if applicable).
16 No reliance on tax or accounting representations by other Party
Each Party acknowledges, represents and warrants (0 the other that, except as expressly stated in this Agreement or any Confirmation:
(a) it has not relied on any advice, statement, representation or conduct of any kind by or on behalf ofthe other Party in relation to any tax (including stamp duty) or accounting issues concerning this Agreement or any transactions effected under it; and
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(b) it has made its own detennination as to the tax (including stamp duty) and accounting consequences and treatment of any transaction effected under this Agreement, including (without limitation) ofany moneys paid or received or any property transferred or received in cotUlection with any such transaction.
17 Observance of procedures
Each ofthe Parties hereto agrees that, in laking any action that may be required in accordance with this Agreement, it shall observe strictly the procedures and timetable applied by the Rules (if and to the extent applicable) and, further, shall observe strictly any agreement (oral or otherwise) as to the time for delivery or redelivery of any money, Securities, Equivalent Securities, Collateral or Equivalent Collateral entered into pursuant to this Agreement.
18 Severance
If any provision ofthis Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from the Agreement and the remaining provisions ofthis Agreement shall remain in full force and effect. The Agreement shall, however, thereafter be amended by the Parties in such reasonable manner so as to achieve, without illegality, thc intention of the Parties with respect to that severed prOVISIon.
19 Specific performance
Each Party agrees that, in relation to legal proceedings, it will not seek specific perfonnance ofthe other Party's obligation to deliver or redeliver Securities, Equivalcnt Securities, Collateral or Equivalent Collateral, but without prejudice to any other rights it may have.
20 Notices
-
- I ("Effectiveness] Any notice or other communication in respect ofthis Agreement may be given in any manner set forth below (except that a notice or other communication under clause 12 or c1ausc 15 may not bc given by facsimi Ie transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see paragraph 6 in Schedule I) and will be deemed effective as indicated:
- (a) if in writing and delivered in pcrson or by courier, on the date it is delivered;
- (b) ifscnt by telex, on the date the recipient's answerback is received;
(e) ifsent by facsimile transmission, on the date that transmission is received by a responsible employee ofthe recipient in legible fann (it being agreed that the burden of proving receipt will he on the sender and may be met by a transmission report generated by the sender's facsimile machine);
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Cd) ifsent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or
- (e) ifsent by electronic messaging system, on the date that electronic message is received,
unless the date ofthat delivery (or attempted delivery) or the receipt, as applicable, is not a Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Business Day, in which case that communication shall be deemed given and effective on the fIrst following day that is a Business Day.
20.2 (Change of Address] Either Party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.
21 Assignment
Neither Party may assign, transfer or otherwise dispose of all or any of its rights or obligations under this Agreement without the prior written consent ofthe other Party.
22 Non-Waiver
No failure or delay by either Party to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereofor the exercise of any other right, power or privilege as provided in this Agreement.
23 Time
Time shall be ofthe essence ofthe Agreement.
24 Recording
The Parties agree that each may electronically record all telephonic conversations between them.
25 Miscellaneous
- 25.1 [Entire Agreement] This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.
- 25.2 (Amendments] No amendment in respect ofthis Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and cxccuttld
by each ofthe Parties or continued by an exchange ofte1cxes or electronic messages on an electronic messaging system.
- 25.3 (Survival of Obligations) The obligations ofthe Parties under trus Agreement will survive the termination of any transaction.
- 25.4 (Remedies Cumulativel Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.
- 25.5 (Counterpartsl This Agreement (and each amendment in respect ofit) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.
- 25.6 [Expenses) A Defaulting Party wiU, on demand, indemnify and hold hannless the other Party for and against all reasonable out-of-pocket expenses, including legal fees and stamp duty, incurred by such other Party by reason ofthe enforcement and protection of its rights under this Agreement or by reason ofthe early termination of any transaction, including, but not limited to, costs ofcollection.
26 Definitions
In this Agreement:
Act of Insolvency means in relation to either Party:
- (a) its making a general assignment for the benefit of, or entering into a reorganisation, arrangement, or composition with creditors; or
- (b) its admitting in writing that it is unable to pay its debts as they become due; or
- (c) its seeking, consenting to or acquiescing in the appointment of any trustee, administrator, receiver or liquidator or analogous officer of it or any material part of its property; or
- (d) the presentation or tiling ofa petition in respect of it (other than by the other Party to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the bankruptcy, winding-up or insolvency ofsuch Party (or any analogous proceeding) or seeking any reorganisation, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such petition (except in the case of a petition for winding-up or any analogous proceeding in respect of which no such 30 day period shall apply) not having been stayed or dismissed within 30 days of its filing; or
- (e) the appointment of a receiver, administrator, liquidator or trustcc or analogous officer ofsuch Party over all or any material part ofsuch Party's property; or
- (0 the convening of any meeting of its creditors for the purpose of considering a compromise or arrangement within Pan 5.1 ofthe Corporations Law of Australia (or any analogous proceeding).
in this definition:
(g) "liquidator" shall be deemed to include a "provisional liquidator";
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(h) "receiver" shall be deemed to include a "receiver and manager";
- (i) "administrator" shall be deemed to include an "official manager";
- U) "arrangement" shall be deemed to include a "scheme of arrangement"; and
- (k) "creditors" shall be deemed to include "any class ofcreditors".
Agent has the meaning given in clause 14.
Alternative Collateral means Collateral ora Value equal to the Collateral delivered pursuant to clause 6 and provided by way ofsubstitution for Collateral originally delivered or previously substituted in accordance with the provisions of clause 6.5.
Australian Taxpayer means any person other than:
- (a) a Party who is not a resident of Australia for the pUl]Joses ofthe Tax Act (whether that Party is acting as a trustee, nominee or agent or in some other capacity) at the time a Distribution is paid; or
- (b) a Party who is acting in the capacity oftrustee, nominee or agent for a person who is not a resident of Australia for the purposes ofthe Tax Act at the time a Distribution is paid.
Bankers Acceptances has the meaning given in paragraph 1.1 (d) in Schedule I.
Base Currency has the meaning given in paragraph 2 in Schedule 1.
Bid Price, in relation to Equivalent Securities or Equivalent Collateral, means the best available bid price thereof on the most appropriate market in a standard size.
Bid Value, subject to clause 8.5, means:
- (a) in relation to Equivalent Collateral at a particular time:
- (i) in relation to Collateral type (h) (more specifically referred to in paragraph 1.1 in Schedule I), the Value thereof as calculated in accordance with paragraph 1.2(d) in Schedule I;
- (ii) in relation to all other types ofCollateral (more specifically referred to in paragraph 1.1 in Schedule I), the amount which would be received on a sale ofsuch Collateral at the Bid Price thereof at such time less aU costs, fees and expenses that would be incurred in connection with selling or otherwise realising such Equivalent Collateral, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out such sale or realisation and adding thereto the amounl of any interest, dividends, distributions or other amounts paid to the Lender and in respect ofwhich equivalent amounts have not been paid to the Borrower in accordance with clause 6.7 prior to such time in
respect ofsuch Equivalent Collateral or the original Collateral held gross of all and any tax deducted or paid in respect thereof; and
(b) in relation to Equivalent Securities at a particular time, the amount which would be received on a sale ofsuch Equivalent Securities at the Bid Price thereof at such time less all costs, fees and expenses that would be incurred in connection therewith, calculated on the assumption that the aggregate thereofis the least that could reasonably be expected to be paid in order to carry out the transaction.
Borrower, in relation to a particular loan ofSecurities, means the Borrower as referred to in Recital A ofthis Agreement.
Borrowing Request means a request which may be oral or in writing in such form as is agreed between the Parties (a written example of which comprises Schcdule 2 to this Agreement) by the Borrower to the Lender pursuant to clause 2.1 specifying, as necessary:
- (a) the description, title and amount ofthe Securities required by the Borrower;
- (b) the dcscription (if other than Australian currency) and amount of any Collateral to be provided;
- (c) the proposed Settlement Date;
- (d) the duration ofsuch loan (if other than indefinite);
- (e) the mode and place of delivery, which shall, where relevant, include the bank, agent, clearing or settlement system and account to which delivery ofthe Securities and any Collateral is to be made;
- (f) the Margin in respect ofthe transaction (if different from that stated in Schedule I or Schedule 3, as appropriate); and
- (g) the Fee.
Business Day means a day on which banks and securities markets are open for business generally in each place stated in paragraph 5 in Schedule I and, in relation to the delivery or redelivery ofany ofthe following in relation to any loan, in the place(s) where the relevant Securities, Equivalent Securities, Collateral (including Cash Collateral) or Equivalent Collateral are to be delivered.
Cash Collateral means Collateral that takes the form of a deposit of currency.
Close of Business means:
- (a) in rclation to any borrowing ofSecurities or redelivery of Equivalent Securities under this Agreement, the final time on a Business Day at which settlement ofthe transfer ofthose Securities can take place in order to constitute good delivery on that day; and
- (b) in relation to the provision ofCollateral or return ofEquivalent Collateral or the making of any other payment under this agreement, the time at which trading banks close for general banking business in
the place in which payment is to be made or Collateral or Equivalent Collateral is to be delivered or rcdelivered.
Collateral means such securities or financial instruments or deposits of currency as are referred to in paragraph 1.1 in Schedule I or any combination thereof which are delivered by the Borrower to the Lender in accordance with this Agreement and includes the certificates or other documents ofritle (if any) and transfer in respect ofthe foregoing (as appropriate), and includes Alternative CollateraL
Confirmation means the Borrowing Request, as it may be amended pursuant to clause 2.2, or other continuing evidence exchanged between the Parties continuing the tenus of a transaction.
Defaulting Party has the meaning given in clause 12.
Distribution has the meaning given to that tenn in section 995-1(1) ofthe 1997 Tax Act.
Distribution Statement means a statement given in accordance with section 202~80 (as it may be finally amended under section 202-85) ofthe 1997 Tax Act.
Equivalent Collateral or Collateral equivalent to, in relation to any Collateral provided under this Agreement, means securities, cash or other property, as the case may be, of an identical type, nominal value, description and amount to particular Collateral so provided and shall include the certificates or other documents oftitle (if any) and transfer in respect ofthe foregoing (as appropriate). If and to the extent that such Collateral consists of securities that are partly paid or have been converted, subdivided, consolidated, redeemed, made the subject of a takeover, capitalisation issue, rights issue or event similar to any ofthe foregoing, the expression shall have the following meanmg:
- (a) in the case of conversion, subdivision or consolidation the securities into which the relevant Collateral has been converted, subdivided or consolidated provided that, if appropriate, notice has been given in accordance with clause 4.2(b);
- (b) in the case ofredemption, a sum ofmoney equivalent to the proceeds ofthe redemption;
- (c) in the case ofa takeover, a sum ofmoney or securities, being the consideration or alternative consideration of which the Borrower has given notice to the Lender in accordance with clause 4.2(b);
- (d) in the case ofa call on partly paid securities, the paid-up securities prOVided that the Borrower shall have paid to the Lender an amount ofmoney equal to the sum due in respect ofthe call;
- (e) in the case ofa capitalisation issue, the relevant Collateral together with the securities allotted by way of a bonus thereon;
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(I) in the case ora rights issue, the relevant Collateral together with the securities allotted thereon, provided that the Borrower has given notice to the Lender in accordance with clause 4.2(b), and has paid to the Lender all and any sums due in respect thereof;
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(g) in the event that a payment or delivery of lncomc is made in respect of the relevant Collateral in the form ofsecurities or a certificate which may at a future date be exchanged for securities or in the event of an option to take Income in the form ofsecurities or a certificate which may at a future date be exchanged for securities, and notice has been given to the Lender in accordance with clause 4.2(b), the relevant Collateral together with securities or a certificate equivalent to those alloned;and
(h) in the case ofany event similar to any ofthe foregoing, the relevant Collateral together with or replaced by a sum ofmoney or securities equivalent to that received in respect ofsuch Collateral resulting from such event.
For the avoidance ofdoubt, in the case or Bankers' Acceptances (Collateral type (d», Equivalent Collateral must bear dates, acceptances and endorsements (if any) by the same entities as the bill to which it is intended to be equivalent and. for the purposes ofthis definition. securities are equivalent to other securities where they arc ofan identical type. nominal value, description and amount and such tenn shall include the certificate and other documents of or evidencing title and transfer in respect ofthe foregoing (as appropriate).
Equivalent Securities means securities ofan identical type, nominal value, description and amount to particular Securities borrowed and such tenn shall include the certificate and other documents ofor evidencing title and transfer in respect ofthe foregoing (ifappropriate). If and to the extent that such Securities are partly paid or have been converted, subdivided. consolidated, redeemed, made the subject of a takeover, capitalisation issue. rights issue or event similar to any ofthe foregoing, the expression shall have the following meamng:
- (a) in the case of conversion, subdivision or consolidation the securities into which the borrowed Securities have been converted, subdivided or consolidated provided that if appropriate, notice has been given in accordance with clause 4.2(b);
- (b) in the case ofredemption, a sum ofmoney equivalent to the proceeds ofthe redemption;
- (c) in the case ofa takeover, a sum ofmoney or securities, being the consideration or alternative consideration of which the Lender has given notice to the Borrower in accordance with clause 4.2(b);
- (d) in the case ofa call on partly paid securities, the paid-up securities provided that the Lender shall have paid to the Borrower an amount ofmoney equal to the sum due in respect ofthe cal1;
- (e) in the case ofa capitalisation issue, the borrowed Securities together with the securities allotted by way of a bonus thereon;
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(f) in the case ofa rights issue. the borrowed Securities together with the securities allotted thereon. provided that the Lender has given notice to the Borrower in accordance with clause 4.2(b), and has paid to the Borrower all and any sums due in respect thereof;
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(g) in the event that a payment or delivery of Income is made in respect of the borrowed Securities in the Conn ofsecurities or a certificate which may at a future date be exchanged for securities or in the event of an option to take Income in the form ofsecurities or a certificate which may at a future date be exchanged for securities, and notice has been given to the Borrower in accordance with clause 4.2(b), the borrowed Securities together with securities or a certificate equivalent to those allotted; and
- (h) in the case of any event similar to any ofthe foregoing, the borrowed Securities together with or replaced by a sum ofmoney or securities equivalent to that received in respect ofsuch borrowed Securities resulting from such event.
For the purposes ofthis definition, securities are equivalent to other securities where they are of an identical type. nominal value, description and amount and such term shall include the certificate and other documents ofor evidencing title and transfer in respect ofthe foregoing (as appropriate).
Event of Default has the meaning given in clause 12.
Fee, in respect ofa transaction, means the fee payable by one Party to the other in respect ofthat transaction under clause 5.
Franked Distribution has the meaning given to that term in section 995-1(1) ofthe 1997 Tax Act.
Franking Credit has the meaning given to that tcrm in section 995-1( I) ofthe 1997 Tax Act.
Imputation Benefits has the meaning given to that tenn in section 204-30(6) (other than paragraph (d) thereof) of the 1997 Tax Act.
Imputation System has the meaning given to that tenn in section 995-1(1) of the 1997 Tax Act.
Income means any dividends, interest or other distributions of any kind whatsoever with respect to any Securities or Collateral.
Income Determination Period, in relation to a particular loan ofSecurities, means;
- (a) in relation to the Securities, the period commencing when the Securities cease to be registered in the name ofthe Lender (or the relevant transferor) upon or before delivery ofthose Securities under clause 3 and ending when Equivalent Securities arc registered in the name ofthe Lender (or the relevant transferee) upon or following redelivery ofthose Equivalent Securities under clause 7.1; and
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(b) in relation to Collateral (other than Cash Collateral), the period commencing when the Collateral ceases to be registered in the namc of the Borrower (or the relevant transferor) upon or before delivery of that Collateral under clause 6.1 and ending when Equivalent Collateral is registered in the name ofthe Borrower (or the relevant transferee) upon or following redelivery ofthat Equivalent Collateral under clause 6.6.
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Income Payment Date, in relation to any Securities or Collateral, means the date on which Income is paid in respect ofsuch Securities or Collateral, or, in the case ofregistered Securities or Collateral, the date by reference to which particular registered holders are identified as being entitled to payment of Income.
Lender, in relation to a particular loan ofSecurities, means the Lender as referred to in Recital A ofthis Agreement.
Margin has the meaning in paragraph 1.3 in Schedule I.
Nominee means an agent or a nominee appointed by either Party to accept delivery of, hold or deliver Securities, Equivalent Securities, Collateral and/or Equivalent Collateral on its behalf whose appointment has been notified to the other Party.
Non-Defaulting Party has the meaning given in clause 12.
Offer Price, in relation to Equivalent Securities or Equivalent Collateral, means the best available offer price thereof on the most appropriate market in a standard size.
Offer Value, subject to clause 8.5, means:
- (a) in relation to Collateral equivalent to Collateral type (h) (more specifically referred to in paragraph 1.1 in Schedule 1), the Value thereof as calculated in accordance with paragraph 1.2(d) in Schedule 1; and
- (b) in relation to Equivalent Securities or Collateral equivalent to all other types ofCollateral (marc specifically referred to in paragraph 1.1 in Schedule I), the amount it would cost to buy such Equivalent Securities or Equivalent Collateral at the Offer Price thereof at such time plus all costs, fees and expenses that would be incurred in connection therewith, calculated on the assumption that the aggregate thereofis the least that could reasonably be expected to be paid in order to carry out the transaction.
Paid, in relation to a Distribution, includes credited, distributed or issued and like tenus are to be construed accordingly.
Parties means the Lender and the Borrower and Party shall be construed accordingly.
Performance Date has the meaning given in clause 8.
Posted Collateral has the meaning given in clause 6.2(a)(i).
Principal has the meaning given in clause 14.
Reference Price means:
(a) in relation to the valuation ofSecurities, Equivalent Securities, Collateral and/or Collateral equivalent to type (g) or (i) (more specifically referred to in paragraph 1.1 in Schedule I), such price as is equal to the mid market quotation ofsuch Securities, Equivalent Securities, Collateral and/or Equivalent Collateral as derived from a
reputable pricing infonnation sc:rvil,;c (such as the services provided by SEATS, Bloomberg or Reuters) reasonably chosen in good faith by the Lender or if unavailable the market value thereof as derived from the prices or rates bid by a reputable dealer for the relevant instrument reasonably chosen in good faith by the Lender, in each case a1 Close of Business on the previous Business Day; and
(b) in relation to the valuation ofSecurities, Equivalent Securities, Collateral andlor Collateral equivalent to Collateral types (b)-(f) (more specifically referred to in paragraph 1.1 in Schedule 1), the market value thereof as derived from the prices or rates bid by a market maker or reputable dealer for the relevant instrument reasonably chosen by the Lender in good faith or, in the absence ofsuch a bid, the average of the rates bid by two leading market makers reasonably chosen in good faith by the Lender in each case at Close ofBusiness on the previous Business Day.
Relcvant Payment Datc has the meaning given in clause 4.2(a).
Required Collateral Value has the meaning given in clause 6.3.
Rules means the rules for the time being ofthe Stock Exchange (where either Party is a member ofthe Stock Exchange) and/or any other regulatory authority whose rules and regulations shall from time to time affect the activities ofthe Parties pursuant to this Agreement (provided that in an Event of Default, where either Party is a member ofthe Stock Exchange, the Rules and Regulations ofthe Stock Exchange shall prevail).
Securities means "eligible securities" within the meaning ofsection 26BC(I) ofthe 1936 Tax Act which the Borrower is entitled to borrow from the Lender in accordance with the Rules and which may be or are the subject of a loan or provided as Collateral pursuant to this Agreement and such tenn shall include the certificates or other documents oftitle (if any) in respect ofthe foregoing.
Settlement Date means the date upon which Securities are or are to be transferred to the Borrower in accordance with this Agreement.
Standard Settlement Time in relation to a Security means the 'period oftime within which transactions in such Securities are customarily required to be setded.
Stock Exchange means the Australian Stock Exchange Limited.
Tax Act includes:
- (a) the Income Tax Assessment Act 1936 (the "1936 Tax Act");
- (b) the Income Tax Assessment Act 1997 (the "1997 Tax Act"); and
- (c) Schedule 1 to the Taxation Administration Act 1953.
Transfer means:
(a) in relation to Cash, payment or delivery by wire transfer into one or more bank accounts;
- (b) in relation to certificated securities that cannot, or which the Parties have agreed will not, be paid or delivered by book-entry, payment or delivery in appropriate physical fonn to the recipient or its account accompanied by any duly executed instruments oftransfer, assignments in blank, transfcr tax stamps and any other documents necessary to constitute a valid and legally effective transfer to the recipient;
- (c) in relation to securities that must, or which the Parties have agreed will, be paid or delivered by book-entry, initiating the Transfer by the giving of written instructions (including instructions given by telephone, facsimile transmission, telex, e-mail or message generated by an electronic messaging system or otherwise) to the relevant depository institution or other entity specified by the recipient, together with a written copy thereof to the recipient, sufficient if complied with to result in a valid and legally effective transfer ofthe relevant interest to the recipient.
Transfer of Distribution Statement, in relation to Distributions, means a properly completed document in the fonn, or substantially in the fonn, of Appendix 6.27 to the Rules or a properly completed statement in another fonn which is acceptable for the purposes ofsection 2l6~30 ofthe 1997 Tax Act.
Transferring Party means the Party making or effecting a Transfer to the other Party.
Value at any particular time means, in relation to Securities and Equivalent Securities, the Reference Price thereof then current and in respect ofCollateral andlor Equivalent Collateral such worth as detennined in accordance with paragraph 1.2 in Schedule 1.
27 Governing Law and Jurisdiction
- 27.1 [Governing law] This Agreement is governed by, and shall be construed in accordance with, the law in force in New South Wales, Australia.
- 27.2 [Consent to jurisdiction] Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts ofNew South Wales in respect of any dispute in cOlUlection with this Agreement.
EXECUTED as an agreement
Schedule 1 Particulars
I COLLATERAL (see definition in clause 26, and also clause 6)
1.1 Types (see definition of"Colla/erarin clause 26)
Collateral acceptable under this Agreement may include the following or otherwise. as agreed between the Partics from time to time, whether transferable by hand or within a depositary:
- (al Cash;
- (b) Australian Government Inscribed Stock;
- (e) Australian, State or Territory Government slock, bonds or promissory notes (including those issued by any central borrowing authority such as Treasury Corporation of New South Wales);
- (d) Bills of exchange accepted by any bank carrying on business in Australia (<<Bankers Acceptances") with an S&P rating ofAl+ or a Moody's rating of PI;
- (e) Promissory notes issued by any such bank;
- (t) Negotiable Certificates of Deposit issued by any such bank;
- (g) Corporate bonds in registrable fonn;
- (h) Irrevocable Standby Letters ofCredit issued orconfinned by any such bank; and
- (i) At the discretion ofthe Lender, Equity Securities listed on the Australian Stock Exchange and included in the S&P/ASX 200 Index.
1.2 Valuation of Collateral (see definition o!"Value " in clause 26 and clause 6.2)
Collateral provided in accordance with this Agreement shall be evaluated by reference to the following, or by such means as the Parties may from time to time agree:
- (a) in respect ofCollateral type (a), the amount thereof in, or converted into, the Base Currency;
- (b) in respect ofCollateral type (b), the value calculated by reference to the middle market price of each stock as determjned daily by the Reserve Bank of Australia, adjusted to include the accwnulated interest thereon;
- (c) in respect ofCollateraJ types (c) to (g) and (i), the Reference Price thereof;
- (d) in respcct ofCollateral type (h), the value specified therein.
1.3 Margin (see definition in clause 26 and clause 6.3)
The Value of any Collateral delivered, or to be delivered, pursuant to clause 6 by the Borrower to the Lender under the tenns and conditions ofthis Agreement shall on each Business Day represent not less than the Value ofthe borrowed Securities together with the following additional percentages, hereinbefore referred to as (the "Margin"), unless otherwise agreed between the Parties:
- (a) in the case ofCoUateral type (a): 5%; or
- (b) in the case ofCollateral types (b) to (t) and (h): 5% (~xcept that, for Negotiable Certificates of Deposit, the Margin shall be the accumulated interest thereon); or
- (c) in the case ofCollateral type (g): 5%; or
- Cd) in the case ofCollateral type (i); such amount as is notified by the Lender to the Borrower and, in the event no amount is notified, then 10%.
Ifthe Value ofthe borrowed Securities includes any margin over the mid market price ofthe borrowed Securities, this shall be taken into account in dctcnnining the Margin applicable.
1.4 Basis of Margin Maintenance (see clause 6.4)
Minimum period after demand for transferring Collateral or Equivalent Collateral other than Letters ofCredit:
- (a) ifa request is received prior to llam EST (on a Sydney Business Day), then prior to close of business on the day the request is received;
- (b) ifthe request is received after II am EST, then prior to 11 am the following Sydney Business Day;
- (c) minimum period after demand for transferring Letter ofCredit: within two Business Days."
1.5 Minimum adjustments (see clauses 6.2(a)(ii) and (Hi))
- (a) The Lender may not demand that further Collateral be provided by the Borrower if the aggregate deficiency calculated in accordance with clause 6.2 is less than the lesser of:
- 0) \$5,000; and
- (ii) 2% ofthe Value ofthe Required Collateral Value.
- (b) The Borrower may not demand the return ofCollatcral provided to the Lender ifthe Borrower has committed an Event of Default in respect of any transaction or ifthe aggregate excess calculated in accordance with clause 6.2 is less than the lesser of:
- (i) \$5,000; and
- (ii) 2% ofthe Required Collateral Value.
2 BASE CURRENCY (!J'ee definition in clause 26 and clause 1.6)
The Base Currency applicable to this Agreement is Australian Dollars.
3 LENDER'S WARRANTIES (see duuse lOrd))
Not applicable
4 VOTING (see clau!J'e 4.3)
Clause 4.3 deesfdoc~ oot* apply.
5 PLACE OF BUSINESS (vee definition o/"Busines.\' Day" in clause 26)
Sydney.
6 ADDRESS FOR NOTICES AND STATUS OF PARTIES (<ee clause 20.1)
6.1 Address for notices or communications to: Morgan Stanley Australia Securities Limitcd_
| Address; | Level 39, Chifley Tower, 2 Chifley Square, Sydney, New South Wales, 2000, Australia |
|---|---|
| Attention: | Equity Documentation Group, _ |
| Facsimile No: |
+61297701101 _ |
| Telephone No: |
+6129770 1111 _ |
| Electronic Messaging |
System Details: |
which is an Australian Taxpayer.
6.2 Address for notices or communications to: Macquarie Bank Limited
| Address: | Macquarie Securities Group, Level 2, No.1 Martin Place, Sydney, NSW 2000 Australia |
|---|---|
| Attention: | Head Legal and Compliance |
| Facsimile No: |
(612) 8232 6882 |
| Telephone No: |
(612) 8232 3333 |
| Electronic Messaging System Details: _ |
which is an Australian Taxpayer.
7 COMPENSATION FOR LOSS OF IMPUTATION BENEFITS (<ee clause 9.2)
Is not required by
and
[INSERT NAME OF RELEVANT AUSTRALIAN TAXPAYER PARTY (if applicable). OTHERWISE, DELETE THE PARAGRAPH OR LEAVE IT BLANK. Note: There is no need to insert the name of any Party who is not an Australian Taxpayer, as such a party is not entitled to compensation in any event.]
- 8 [Substituted in November 2003]
- 8 AGENCY (see clause 14.2(d))
Clause 14 may apply to Morgan Stanley Australia Securities Ltd .. : YesINo *.
Clause 14 may apply to Macquarie Bank Limited
... : YesINo *.
* DELETE ONE ALTERNATIVE
Schedule 2 Specimen Form of Borrowing Request (see clause 2.1 and definition of "Borrowing Request" in clause 26)
To: [Name and Address of Lender]
This is a Borrowing Request under the Master Securities Lending Agreement between us dated # (the "Agreement")
1 We wish to make the following borrowing ofSecurities:
| (a) | Description of Securities: |
# [eg "fully paid ordinary shares in # "] |
|---|---|---|
| (b) | Amount of Securities: |
"I # [eg million"] |
| (e) | of Date Proposed Settlement Borrowing: |
# [eg "today"] |
| (d) | of and of Time, Mode Place Delivery Securities, including (as appropriate) settlement system and account to which deli very is to be made: |
of#, [eg "to the account #, in # HIN CHESS"] |
| (e) | Duration of Loan: |
No longer than eleven months and 20 days after the Borrowed Securities are delivered under this Borrowing Request. |
| (t) | of Type Collateral: |
# [eg "Cash"] |
| (g) | Mode and of of Time, Place Delivery Collateral: |
# [eg "dvp on CHESS"] |
| (h) | 5.1 ofthe Rates (see clause Agreement): |
(a)" #{eg per annum on the Cash #% Collateral", or (b) "# % pcr annum on the daily ofthe value Borrowed Securities" as appropriate]. |
2 Please confmn your acceptance ofthis Borrowing Request by return fax.
Dated: #
For and on behalf of[Name ofBoITower]
Signature of Authorised Representative
Name and title of Authorised Representative
Schedule 3 Supplementary Terms and Conditions (if any)
This Schedule [OnTIS part of and amends the Master Securities Lending Agreement (including Schedule 1) to which it is a Schedule, as follows:
-
- Clause 4.3 is amended by replacing the word "collateral" in lines 13 and 15 with the word "Collateral".
-
- Clause 5.1(b) shall be amended by deletion ofthe words "at the rate agreed between them" and substitution oflhe following "by applying such ratc as shall be agreed between the Parties from time to time to the daily Value ofthe Securities".
-
- Clause 15 is amended by adding the following at the end ofthe existing clause:
"Any tennination pursuant to this clause 15 will be without prejudice to the rights or remedies ofeither party against the other in respect of any breach ofthis Agreement occuning before such tennination."
4. Clause 26 Definitions
The definition ofSecurities is amended by adding the following after "foregoing":
", provided that such eligible securities are listed on the Australian Stock Exchange Limited".
-
- Paragraph 1.1 of Schedule 1 is amended by deleting from paragraph (i) the words "At the discretion ofthe Lender,".
-
- Paragraph 1.4 of Schedule 1 is deleted and replaced with the following:
"1.4 Basis of Margin Maintenance (see clause 6.4)
Minimum period after demand for transfening Collateral or Equivalent Collateral shall be within one Business Day."
- Paragraph 1.5 of Schedule 1 is deleted and replaced with the following:
"1.5 Minimum adjustments (see clauses 6.2(a)(ii) and (iii))
- (a) The Lender may not demand that further Collateral be provided by the Borrower if the aggregate deficiency calculated in accordance with clause 6.2 is less than AUD! 00,000.
- (b) The Borrower may not demand the return ofCollateral provided to the Lender ifthe Borrower has committed an Event of Default in respect of any transaction or ifthe aggregate excess calculated in accordance with clause 6.2 is less than AUDIOO,OOO."
-
- Clause 7 of Schedule 1 is deleted and replaced with the following:
"7. COMPENSAnON FOR LOSS OF IMPUTAnON BENEFITS (.<ee clause 9.2)
Is required unless the Lender notifies the Borrower as at the time ofthe Borrowing Request that compensation is not required."
| 9. | Clause of 8 Schedule 1 - is deleted and replaced wilh the following: |
35- - |
|
|---|---|---|---|
| "Clause 14 may apply to Morgan Stanley Australia Securities Ltd: |
Yes. | ||
| Clause 14 may apply to Macquarie Bank Limited: |
No." |
10. Clause 4.2(b)
For the purposes ofthis paragraph (b), a reasonable time is not less than the Standard Settlement Time for such Securities or Collateral.
II. Clause 9.2(g)
The word "and" and the following provision is inserted after clause 9.2(f):
"and
9.2(g) the Borrower is under an obligation to pay any Franked Distributions to the Lender calculated in accordance with clause 4.2(a)."
12. Clause 12.I(a)
Clause 12.I(a) is amended by inserting ", Equivalent Securities" after the words "redeliver Collateral" in line 2.
Clause 12.1(b) is amended by inserting "or clause 7" after "clause 6" in line 1.
13. Clause 26
Clause 26 is amended as follows:
The definition of "Act of Insolvency" is amended by replacing the words "Corporations Law of Australia" in sub clause (f) with the words "Corporations Act 2001 (Cwlth)".
The definition of "Close of Business" is amended by replacing the word "agreement" in sub clause (b) with the word "Agreement".
14. Reverse Stock Loan Transactions
With respect to stock loan transactions agreed by the Parties to be 'reverse stock loan' transactions:
- (a) Paragraph 1.1 ofSchedule 1 shall be amended to delete Collateral types (b) to (i) inclusive so that only Collateral type (a) Cash shall be acceptable;
- (b) Paragraph 1.3(a) ofSchedule I shall be deleted and replaced with the following
- "(a) in the case ofCollateral type (a): -5% (negative five per cent); and
- (b) in the case ofCollateral types (b) to (i): not applicable."
Execution page
SIGNED for and on hehalfofMORGAN ) STANLEY AUSTRALIA ) SECURITIES LIMITED in the preseoce ) ~0i .................................. .........•......•..•.•••.•••• ) Name ofwitness (bI leners) )
Signature of .«) .
MACQUARIE BANK LIMlTED
Name: Title: Date:
Michael Pickering Division Director 3/~/,()
Name: Title: Date:
Leslie Petro Executive Director
't/ pi .1.010
Australian Securities Lending Association Limited
(ACN 054 944 482) Level 18, 20 Bond Sireel Sydney NSW 2000 Tel: (02) 9220 1413 Fax: (02) 92201379
Coversheet to
AUSTRALIAN MASTER SECURITIES LENDING AGREEMENT*
(Version: November 2003)
dated as of:
Between:
MORGAN STANLEY AUSTRALIA SECURITIES LIMITED (ACN 078 652 276)
........................, , ,
And:
MACQUARIE BANK LIMITED (ACN 008 583 542)
- * The original (Version: 4 April 1997) version ofthis agreement was adaptedfrom the iSLA Overseas Securities Lender's Agreement (Version: December 1995, as amended by 1996 UK Tax Addendum), prepared by Clifford Chance. London, England/or use by parties reqUired to meet UK Inland Revenue tax reqUirements. The 4 April 1997 version has been updated in December 2002 and November 2003 to take account of, among other things, intervening Australian tax, stamp dllty and regulatory changes, and also to better reflect Australian market practice.
- * The original and updated versions ofthis agreement are both also subject to the "Warning and Disclaimer" on the coversheet to the original (Version: 4 April 1997) and updated (Version: November 2003) "U"er's Guide" relating to this agreement.
©m Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Telephone (02) 9296 2000 Fax (02) 9296 3999 OX 113 Sydney Ref: JCK