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Macquarie Group Limited — Major Shareholding Notification 2016
Mar 22, 2016
10518_rns_2016-03-22_660da6f8-25a3-4694-942a-37f8fafe52bd.pdf
Major Shareholding Notification
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Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
| To: | Company Name/Scheme ABN/ACN/ARSN |
Nick Scali Ltd 000 403 896 |
NCK.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 | ||
| The holder became a substantial holder on: | 21 March 2016 |
2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
| Class of securities | Number of securities | Person's votes | Voting power |
|---|---|---|---|
| 'FPO' | 16,119,000 | 16,119,000 | 19.90% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest | Number of securities | Class |
|---|---|---|---|
| MACQUARIE CAPITAL (AUSTRALIA) LIMITED |
Macquarie Capital (Australia) Limited in conjunction with its affiliates ("MCAL") entered into a Block Trade Agreement (see annexure C) on 21 March 2016 with entities listed in those agreements. Pursuant to section 608 of the Corporations Act and the terms of the Block Agreement, MCAL acquired a relevant interest in shares of Nick Scali Ltd on execution of the Block Agreement and subject to the terms of that agreement. Under the Block Agreement, MCAL acted as lead manager of the sale of the shares, all of which shares have been sold. M Macquarie Group Limited will file a ceasing to be a substantial i G Li it d ill fil i t b b t ti l shareholder notice following settlement of those shares. |
16,094,560 | FPO |
| MACQUARIE BANK LIMITED | Pursuant to section 608 of the Corporations Act | 20,740 | FPO |
| MACQUARIE INVESTMENT MANAGEMENT LTD |
Pursuant to section 608 of the Corporations Act | 3,700 | FPO |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest | Registered holder of securities | Person entitled to be registered | Number of securities | Class |
|---|---|---|---|---|
| as holder | ||||
| MACQUARIE CAPITAL (AUSTRALIA) LIMITED |
MACQUARIE CAPITAL (AUSTRALIA) LIMITED |
MACQUARIE CAPITAL (AUSTRALIA) LIMITED |
16,094,560 | FPO |
| MACQUARIE BANK LIMITED | MACQUARIE BANK LIMITED | MACQUARIE BANK LIMITED | 20,740 | FPO |
| MACQUARIE INVESTMENT MANAGEMENT LTD |
Bond Street Custodians Limited | Bond Street Custodians Limited | 3,700 | FPO |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest | Date of acquisition | Consideration | Number of securities | Class |
|---|---|---|---|---|
| See Annexure B |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN (if applicable) | Nature of association |
|---|---|
| Macquarie Group Limited & | Controlled Bodies Corporate |
| Macquarie Group Entities |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| MACQUARIE GROUP LIMITED | Level 6, 50 Martin Place, Sydney, New South Wales, Australia 2000 |
| MACQUARIE CAPITAL (AUSTRALIA) LIMITED |
Level 4, 50 Martin Place, Sydney, New South Wales, Australia 2000 |
| MACQUARIE BANK LIMITED | Level 6, 50 Martin Place, Sydney, New South Wales, Australia 2000 |
| MACQUARIE INVESTMENT MANAGEMENT LTD |
Level 6, 50 Martin Place, Sydney, New South Wales, Australia 2000 |
|---|---|
| Signature | Print name Dennis Leong | Capacity | Company Secretary |
|---|---|---|---|
| Sign here | Date | 23 March 2016 |
ANNEXURE 'A'
This is the annexure marked 'A' of 16 pages referred to in the Notice of initial substantial holder.
Dennis Leong Company Secretary, Macquarie Group Limited 23 March 2016
Controlled Bodies Corporate
| ACN / Company No | Entity Name | Incorp Country |
|---|---|---|
| 136 024 970 | A.C.N. 136 024 970 PTY LTD | Australia |
| 154 402 927 | A.C.N. 154 402 927 Pty Ltd | Australia |
| 153 275 677 | ACN 153 275 677 Pty Ltd | Australia |
| Advantage Funding Commercial Capital Corp. | United States | |
| Advantage Funding Management Co., Inc. | United States | |
| Advantage Funding Receivables LLC | United States | |
| Advantage Funding Services LLC | United States | |
| 9783406 | Aerospace Finance 6771 UK Limited | United Kingdom |
| 09812041 | Aerospace Finance 6816 UK Limited | United Kingdom |
| 9819666 | Aerospace Finance 6818 UK Limited | United Kingdom |
| 09814520 | Aldeburgh Offshore Wind Investments Limited | United Kingdom |
| 081119477 | ALLOCA (NO. 4) PTY. LIMITED | Australia |
| Alster & Thames Partners (USA) LLC | United States | |
| Arbor Village Property Owner LLC | United States | |
| 20-3690322 | AVENAL POWER CENTER, LLC | United States |
| 537804 | AWAS 39437 Ireland Limited | Ireland |
| WK-285119 | AWAS 39438 Limited | Cayman Islands |
| WK-286855 | AWAS 39440 Limited | Cayman Islands |
| 508880 | AWAS 5092 Ireland Limited | Ireland |
| WK-285115 | AWAS 5996 Limited | Cayman Islands |
| IT-291873 | AWAS 6288 Limited | Cayman Islands |
| IT-291847 | AWAS 6321 Limited | Cayman Islands |
| 504304 | AWAS Ireland Leasing Seven Limited | Ireland |
| 504303 | AWAS Ireland Leasing Six Limited | Ireland |
| 913 285 700 MVA 914599474 |
AWAS Norway 6320 AS AWAS Norway 6422 AS |
Norway Norway |
| 059814818 | BAROSSA GE PTY LIMITED | Australia |
| 008604966 | BELIKE NOMINEES PTY. LIMITED | Australia |
| Bella Holdings LLC | United States | |
| Bella Property Owner LLC | United States | |
| 08302008 | Berwick Solar Park Limited | United Kingdom |
| 20-5600465 | BIG SANDY CREEK WIND, LLC | United States |
| 20-2937246 | Blue Grass Abstract LLC | United States |
| 46-5587770 | Blueshine, LLC | United States |
| 30-0746347 | Boketo LLC | United States |
| 008607065 | BOND STREET CUSTODIANS LIMITED | Australia |
| 008606924 | BOND STREET INVESTMENTS PTY. LIMITED | Australia |
| BOOTH STAFF LOANS TRUST | Australia | |
| 004680004 | BOSTON AUSTRALIA PTY LIMITED | Australia |
| 005008702 | BOSTON LEASING PTY. LIMITED | Australia |
| 8301922 | Bottom Plain Solar Park Limited | United Kingdom |
| 08538716 | Branston Solar Park Limited | United Kingdom |
| 95-2690571 1218745 |
BREK MANUFACTURING CO. BROOK ASSET MANAGEMENT LIMITED (IN LIQUIDATION) |
United States New Zealand |
| 88217 | Bunhill Investments Unlimited | Jersey |
| 002865830 | BUTTONWOOD NOMINEES PTY LIMITED | Australia |
| 26-5600465 | CANADIAN BREAKS LLC | United States |
| 04800336 | Capital Meters Holdings Limited | United Kingdom |
| 04800317 | Capital Meters Limited | United Kingdom |
| 09928473 | CHAPTRE Finance PLC | United Kingdom |
| 09912280 | CHAPTRE Holdings Limited | United Kingdom |
| 09908998 | CHAPTRE Investments Limited | United Kingdom |
| 06373185 | Cheeryble Developments Limited | United Kingdom |
| 46527C1/GBL | CHINA PROPERTY INVESTMENTS LIMITED | Mauritius |
| 002228708 | CIORL LP Limited | Canada |
| 20-2937258 | Closing Documentation Services, LLC | United States |
| CMC Holdco Inc. | United States | |
| C CM Railroad, Inc. |
United States | |
| 30-0791081 | Colorado - PTH, LLC | United States |
| 30-4540865 | Columbia Service Partners of Kentucky, Inc. | United States |
|---|---|---|
| 36-04540864 | Columbia Service Partners of Ohio, Inc. | United States |
| 36-02070862 | Columbia Service Partners of Pennsylvania, Inc. | United States |
| 3709182 | Columbia Service Partners of West Virginia, Inc. | United States |
| 25-1787891 | Columbia Service Partners, Inc. | United States |
| Comercializadora Energia de la Reforma S. de R.L. de C.V. | Mexico | |
| Commerce and Industry Brokerage Inc. | United States | |
| Connecticut Mystic Lien, LLC | United States | |
| 03241012 | Corona Energy Limited | United Kingdom |
| 03241002 | Corona Energy Retail 1 Limited | United Kingdom |
| SC138299 | Corona Energy Retail 2 Limited | United Kingdom |
| 02746961 | Corona Energy Retail 3 Limited | United Kingdom |
| 02798334 | Corona Energy Retail 4 Limited | United Kingdom |
| 07545410 | Corona Energy Retail 5 Limited | United Kingdom |
| 02879748 | Corona Gas Management Limited | United Kingdom |
| 37012 | Creative Broadcast Services International Limited | Bermuda |
| 603561360 | CUBIK GROUP PTY LIMITED | Australia |
| 120091 | Dacuri Investco Limited | Jersey |
| 64075C1/GBL | DALIAN II HOLDING COMPANY LIMITED | Mauritius |
| 37-1737048 | DC - PTH, LLC | United States |
| 26-3816229 | Delaware Alternative Strategies | United States |
| 41-2183382 | Delaware Asset Advisers | United States |
| 23-3061021 | Delaware Capital Management | United States |
| 27-1291359 | Delaware Capital Management Advisers, Inc. | United States |
| 23-2226487 | Delaware Distributors, Inc. | United States |
| 23-2791871 | Delaware Distributors, L.P. | United States |
| 23-2859590 | Delaware Investment Advisers | United States |
| 46-4850078 | Delaware Investments Advisers Partner, Inc. | United States |
| 46-5321087 | Delaware Investments Advisory Services | United States |
| 46-4639812 | Delaware Investments Distribution Partner, Inc. | United States |
| 46-1906107 | Delaware Investments Fund Advisers | United States |
| 46-5056965 | Delaware Investments Fund Services Company | United States |
| 81-0842539 | Delaware Investments General Partner, Inc. | United States |
| 13-3465352 | Delaware Investments Management Company, LLC | United States |
| Delaware Investments Real Estate Abolute Return Fund, L.P. | Cayman Islands | |
| 46-3119820 | Delaware Investments Real Estate Absolute Return Fund (Master), | United States |
| Ltd. | ||
| N/A | Delaware Management Business Trust | United States |
| 23-2859589 | Delaware Management Company | United States |
| 23-2693133 | Delaware Management Holdings, Inc. | United States |
| 23-2601407 | Delaware Management Trust Company | United States |
| 27-2437046 | Delaware Real Estate Absolute Return Partners, Inc. | United States |
| 13-3465338 | Delaware Service Company, Inc. | United States |
| DELTA1 FINANCE TRUST | Australia | |
| 008606871 | DEXIN NOMINEES PTY. LIMITED | Australia |
| 083 158 614 | DIVCO 22 PTY LIMITED | Australia |
| East Inwood Arbor, LLC | United States | |
| 094631964 | EASTERN SEA INVESTMENTS PTY LIMITED | Australia |
| 608 027 505 | EDUWEST EQUITY HOLDING PTY LIMITED | Australia |
| 608 027 434 | EDUWEST PROJECT CO PTY LIMITED | Australia |
| 608 027 596 | EDUWEST PROJECT HOLDING COMPANY PTY LIMITED | Australia |
| 069344001 | ELISE NOMINEES PTY LIMITED | Australia |
| 08741661 | Emberton Solar Park Limited | United Kingdom |
| SC234695 | Energetics Design & Build Limited | United Kingdom |
| SC234694 | Energetics Electricity Limited | United Kingdom |
| SC303150 | Energetics Gas Limited | United Kingdom |
| SC455073 | Energetics Holdco Limited | United Kingdom |
| SC455134 | Energetics Midco Limited | United Kingdom |
| SC293480 | Energetics Networked Energy Ltd. | United Kingdom |
| SC455074 | Energetics Topco Limited | United Kingdom |
| 006435810 | EQUITAS NOMINEES PTY. LIMITED | Australia |
| ERC Holdco LLC | United States | |
| 079878783 | EURO FIN CO PTY LTD | Australia |
| 20-5600465 | FAS 1 LLC | United States |
| 137357 | FINCH SECURITIES LIMITED | Cayman Islands |
| 12-377-980/0001-25 | FIP Gestora de Recursos Ltda. | Brazil |
| 80-0940702 | FL - PTH 1, LLC | United States |
| 36-4767568 | FL - PTH 10, LLC | United States |
| 90-1004919 | FL - PTH 2, LLC | United States |
| 61-1718024 | FL - PTH 3, LLC | United States |
| 80 0941771 80-0941771 90-1005859 |
FL FL - PTH 4, PTH 4 LLC FL - PTH 5, LLC |
United States United United States |
| 80-0942248 | FL - PTH 6, LLC | United States |
|---|---|---|
| 90-1006383 | FL - PTH 7, LLC | United States |
| 80-0942772 | FL - PTH 8, LLC | United States |
| 80-0943053 | FL - PTH 9, LLC | United States |
| 46-2260160 | Florida Coral Lien Investments, LLC | United States |
| 61-1577729 | Florida Dundee Lien Investments, LLC | United States |
| 95-4881110 | Four Corners Capital Management, LLC | United States |
| Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC | United States | |
| 06-1058201 | Fox-Pitt Kelton Cochran Caronia Waller LLC | United States |
| 01601171 | Fox-Pitt, Kelton Limited | United Kingdom |
| 32157 | Fox-Pitt, Kelton N.V. | Curaçao |
| 99228 | FPK Capital I CIP GP Limited | Jersey |
| 20-5600465 | Fremantle Energy Holdings, LLC | United States |
| 20-5600465 | Fremantle Energy, LLC | United States |
| 20-2384759 | Fremantle Wind Holdings Inc. | United States |
| 9699834 | Fulfilment Services Limited | United Kingdom |
| 106204862 | FUNDCORP PTY LIMITED | Australia |
| 30-0790149 | GA - PTH, LLC | United States |
| 054001400 | GATESUN PTY. LIMITED | Australia |
| 570800 | GGB inBalans Investco Ireland GP Limited | Ireland |
| 9795599 | GGB inBalans Investco LP Limited | United Kingdom |
| 9795343 | GGB inBalans Investco UK GP Limited | United Kingdom |
| 009642942 | GILLMAN PTY. LIMITED | Australia |
| MC143292 | GLOBAL STAR GP LTD | Cayman Islands |
| 0110-03-005067 | GODO KAISHA ACMP2 | Japan |
| 0110-03-005141 | GODO KAISHA ACMP3 | Japan |
| 0110-03-004802 | GODO KAISHA ALPHA MEGA SOLAR PROJECT NO. 1 | Japan |
| 0110-03-004888 | GODO KAISHA ALPHA MEGA SOLAR PROJECT NO. 2 | Japan |
| 05481707 | Goonzaran Bluebell Funding Limited | United Kingdom |
| 05473771 | Goonzaran Bluebell Leasing Limited | United Kingdom |
| 08538726 | Great Wilbraham Solar Park Limited | United Kingdom |
| Harrison Leasing Corporation | United States | |
| B 203.092 | Harry Holdings Sarl | Luxembourg |
| 415492 | HBEAR CO. NO.1 LIMITED (in voluntary liquidation) | Ireland |
| 125438600 | HENDERSON WA PTY LIMITED | Australia |
| not registered | HENDERSON WA TRUST | Australia |
| 559017 | Hermes Infrastructure Investco Ireland GP Limited | Ireland |
| 09317300 | Hermes Infrastructure Investco UK GP Limited | United Kingdom |
| 20-5600465 | High Lonesome Wind, LLC | United States |
| 104173891 | HUB X PTY LIMITED | Australia |
| 97666 | Hydra Investments 2007 Limited | Jersey |
| 002757020 | IDAMENEO (NO. 79) NOMINEES PTY. LIMITED | Australia |
| 46-1490923 | Illinois Salt Fox Investments, LLC | United States |
| 20-2937198 | Indiana TLP, LLC | United States |
| HRA43929 | Industrial Investments Germany GmbH & Co. KG | Germany |
| 2011/127717/07 | International Life Solutions (Pty) Limited | South Africa |
| CR-113608 | Jackson Leasing Limited | Cayman Islands |
| 0100-02-036303 | JIG HOLDINGS LIMITED | Japan |
| 609 122 901 | JURIS PARTNERSHIP MCHPL PROJECT CO PTY LTD | Australia |
| 609 115 997 | JURIS PARTNERSHIP MCHPL PROJECT HOLDING COMPANY PTY LTD |
Australia |
| Juris Partnership MCHPL Project Holding Trust | Australia | |
| Juris Partnership MCHPL Project Trust | Australia | |
| 464138 | Juuichi Limited (in voluntary liquidation) | Ireland |
| CR-113609 | Kearny Leasing Limited | Cayman Islands |
| 20-5913622 | Keba Energy LLC | United States |
| 09541115 | Kingswood Mortgages 2015-1 Holdings Limited | United Kingdom |
| 09541195 | Kingswood Mortgages 2015-1 PLC | United Kingdom |
| 56649800 | L2 B.V. | Netherlands |
| FC032012 | L2 B.V. (UK Branch) | United Kingdom |
| 140 135 379 | LAKE GEORGE WIND FARM DEVELOPMENTS PTY LTD | Australia |
| 08763016 | Lakehouse Mortgages Limited | United Kingdom |
| 8272295 | Levantera Developments Limited | United Kingdom |
| Liberty Green Renewables Indiana, LLC | United States | |
| 20-2937206 | Lien Data Services, LLC | United States |
| HRB80214 | Lightning Bolt Germany GmbH | Germany |
| M Acquisition Company I LLC | United States | |
| M Acquisition Company II LLC | United States | |
| MAC FUND ONE TRUST | Australia | |
| 198500776M | MACQUARIE (ASIA) PTE LTD. | Singapore |
| 27230949 132 864 950 |
MACQUARIE (ASIA) PTE LTD TAIWAN BRANCH MACQUARIE (ASIA) PTE LTD. TAIWAN MACQUARIE (CIS) HOLDINGS PTY LTD |
Taiwan Australia |
| 22407 | Macquarie (CIS) Holdings Pty Ltd (Russia Branch) | Russian Federation |
|---|---|---|
| 200228 | MACQUARIE (HK) FINANCIAL SERVICES LIMITED | Hong Kong |
| 0100-01-068766 | MACQUARIE (JAPAN) LIMITED | Japan |
| SC280388 | Macquarie (Scotland) GP Limited | United Kingdom |
| 06287793 | Macquarie (UK) Group Services Limited | United Kingdom |
| 008594885 | MACQUARIE ACCEPTANCES PTY LIMITED | Australia |
| 095180788 | MACQUARIE ADMIN SERVICES PTY LIMITED | Australia |
| 131710239 | MACQUARIE ADVANCED INVESTMENT INTERNATIONAL LTD | Bermuda |
| 134 696 665 | MACQUARIE ADVANCED INVESTMENT LIMITED | Bermuda |
| WK-211745 | Macquarie Advanced Investment Partners G.P. Ltd. | Cayman Islands |
| 486592 | Macquarie Aerospace AF (Ireland) Limited | Ireland |
| 40096.0 (Decree No. | MACQUARIE AEROSPACE ARUBA A.V.V. | Aruba |
| 10356/AVV) | ||
| WK-228185 | Macquarie Aerospace Finance 39414-1 Limited | Cayman Islands |
| 07575063 | Macquarie Aerospace Finance 39414-2 Limited | United Kingdom |
| 556860-1602 | Macquarie Aerospace Finance 39425 AB | Sweden |
| 997 538 161 MVA | Macquarie Aerospace Finance 39429 AS | Norway |
| IT-2928288 | Macquarie Aerospace Finance 39429 Limited | Cayman Islands |
| 571997 | Macquarie Aerospace Finance 39442 Limited | Ireland |
| 571998 | Macquarie Aerospace Finance 40967 Limited | Ireland |
| 7695532 | Macquarie Aerospace Finance 4257-2 Limited | United Kingdom |
| 996 790 827 | Macquarie Aerospace Finance 4720 AS | Norway |
| 498271 | Macquarie Aerospace Finance 4720-1 Limited | Ireland |
| 498680 | Macquarie Aerospace Finance 4720-2 Limited | Ireland |
| 266822 | Macquarie Aerospace Finance 5178 Limited | Cayman Islands |
| 517127 | Macquarie Aerospace Finance 5315 Limited | Ireland |
| 516215 | Macquarie Aerospace Finance 5403 Limited | Ireland |
| 7802517 | Macquarie Aerospace Finance 5433 Limited | United Kingdom |
| 516216 | Macquarie Aerospace Finance 5466 Limited | Ireland |
| 782521 | Macquarie Aerospace Finance 5482-2 Limited | United Kingdom |
| 527101 | Macquarie Aerospace Finance 5673 Limited | Ireland |
| WK-27905 | Macquarie Aerospace Finance 5742 Limited | Cayman Islands |
| 999184650 MVA | Macquarie Aerospace Finance 5773 AS | Norway |
| WK-280125 | Macquarie Aerospace Finance 5773 Limited | Cayman Islands |
| 533279 WK-281265 |
Macquarie Aerospace Finance 5822-1 Limited Macquarie Aerospace Finance 5822-2 Limited |
Ireland Cayman Islands |
| 912 510 352 MVA | Macquarie Aerospace Finance 5844 AS | Norway |
| WK-281267 | Macquarie Aerospace Finance 5844 Limited | Cayman Islands |
| WK-281268 | Macquarie Aerospace Finance 5857-1 Limited | Cayman Islands |
| 8705337 | Macquarie Aerospace Finance 5857-2 Limited | United Kingdom |
| WK-281249 | Macquarie Aerospace Finance 5892-1 Limited | Cayman Islands |
| 8704469 | Macquarie Aerospace Finance 5892-2 Limited | United Kingdom |
| WK-281316 | Macquarie Aerospace Finance 5951-1 Limited | Cayman Islands |
| 8705352 | Macquarie Aerospace Finance 5951-2 Limited | United Kingdom |
| WK-281315 | Macquarie Aerospace Finance 5979-1 Limited | Cayman Islands |
| 8704473 | Macquarie Aerospace Finance 5979-2 Limited | United Kingdom |
| 539973 | Macquarie Aerospace Finance 6025-1 Limited | Ireland |
| WK-285274 | Macquarie Aerospace Finance 6025-2 Limited | Cayman Islands |
| 539286 | Macquarie Aerospace Finance 6039/6535 Limited | Ireland |
| 541007 | Macquarie Aerospace Finance 6045 Limited | Ireland |
| 541008 | Macquarie Aerospace Finance 6079 Limited | Ireland |
| 541009 | Macquarie Aerospace Finance 6081 Limited | Ireland |
| WK-285849 | Macquarie Aerospace Finance 6113-1 Limited | Cayman Islands |
| 8934030 | Macquarie Aerospace Finance 6113-2 Limited | United Kingdom |
| WK-285848 | Macquarie Aerospace Finance 6140-1 Limited | Cayman Islands |
| 8934031 | Macquarie Aerospace Finance 6140-2 Limited | United Kingdom |
| 547276 | Macquarie Aerospace Finance 6220 Limited | Ireland |
| 290012 | Macquarie Aerospace Finance 6242 Limited | Cayman Islands |
| 291538 | Macquarie Aerospace Finance 6254-1 Limited | Cayman Islands |
| 9210708 | Macquarie Aerospace Finance 6254-2 Limited | United Kingdom |
| IT-292643 | Macquarie Aerospace Finance 6320 Limited | Cayman Islands |
| IT-294038 | Macquarie Aerospace Finance 6422 Limited | Cayman Islands |
| 566064 | Macquarie Aerospace Finance Ireland Limited | Ireland |
| WK-269465 | Macquarie Aerospace Finance Limited | Cayman Islands |
| 9458807 | Macquarie Aerospace Finance UK Limited | United Kingdom |
| Macquarie Aerospace Finance US Holdings LLC | United States | |
| Macquarie Aerospace Finance US LLC | United States | |
| 9457141 | Macquarie Aerospace Holdings UK Limited | United Kingdom |
| 27-2669479 | Macquarie Aerospace Inc. | United States |
| 06863307 | Macquarie Aerospace Investments Limited | United Kingdom |
| 484423 | Macquarie Aerospace Ireland Limited Macquarie Aerospace Ireland |
Ireland |
| 44138 | MACQUARIE AEROSPACE LIMITED | Bermuda |
| 27-1564084 | Macquarie Affiliated Managers (USA) Inc. | United States |
|---|---|---|
| 26-2103542 | Macquarie Affiliated Managers Holdings (USA) Inc. | United States |
| 2000/001243/07 | MACQUARIE AFRICA (PROPRIETARY) LIMITED | South Africa |
| 122169368 | MACQUARIE AGRICULTURAL FUNDS MANAGEMENT LTD | Australia |
| 116381634 | MACQUARIE AGRICULTURAL SERVICES PTY LIMITED | Australia |
| 429567 | Macquarie Aircraft Leasing Holdings (2) Limited | Ireland |
| 139 633 015 | MACQUARIE AIRCRAFT LEASING HOLDINGS PTY LIMITED | Australia |
| 426824 | Macquarie Aircraft Leasing Limited | Ireland |
| 139 654 407 | MACQUARIE AIRCRAFT LEASING PTY LIMITED | Australia |
| 130 643 319 | MACQUARIE AIRCRAFT LEASING SERVICES (AUSTRALIA) PTY | Australia |
| LTD | ||
| 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 |
| Macquarie Aircraft Leasing Services (US), Inc. | United States | |
| MACQUARIE AIRCRAFT LEASING TRUST A | Australia | |
| 464499 | Macquarie AirFinance Acquisitions (Ireland) Limited | Ireland |
| LL09680 | Macquarie AirFinance Acquisitions (Labuan) Limited | Malaysia |
| 6767724 | Macquarie AirFinance Acquisitions (UK) Limited | United Kingdom |
| 41370 | Macquarie AirFinance Acquisitions Holdings Ltd. | Bermuda |
| 41289 | Macquarie AirFinance Acquisitions Limited | Bermuda |
| 41212.0 | 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 |
| 40673 | Macquarie AirFinance Warehouse (No. 1) Limited | Bermuda |
| 26-2103542 | Macquarie Allegiance Capital, LLC | United States |
| 37-1740746 | Macquarie Alpine Inc. | United States |
| 103237181 | MACQUARIE ALTERNATIVE ASSETS MANAGEMENT LIMITED | Australia |
| 142 495 958 | MACQUARIE ALTERNATIVE PROPERTY HOLDINGS PTY LIMITED | Australia |
| Macquarie AMC Investment REIT LLC | United States | |
| 26-3769039 | Macquarie America Holdings Inc. | United States |
| 26-3771444 | Macquarie America Services Inc. | United States |
| 13-4184042 | MACQUARIE AMERICAS CORP | United States |
| 124071414 | MACQUARIE AMERICAS HOLDINGS PTY LTD | Australia |
| 201310241D | MACQUARIE APTT MANAGEMENT PTE. LIMITED | Singapore |
| 289176 | Macquarie Asia Infrastructure Management Limited | Cayman Islands |
| MC-25427 | Macquarie Asia Pacific Private Equity Offshore Fund, L.P. | Cayman Islands |
| 1049991 | MACQUARIE ASIA STRUCTURED TRANSACTIONS LIMITED | Virgin Islands, British |
| 8253772 | Macquarie Asset Finance Holdings Limited | United Kingdom |
| 0100-01-107687 | MACQUARIE ASSET FINANCE JAPAN LIMITED | Japan |
| 57952C1/GBL | MACQUARIE ASSET FINANCE MAURITIUS LTD | Mauritius |
| 064219601 | MACQUARIE ASSET FINANCE PTY LIMITED | Australia |
| 7815862 | Macquarie Asset Leasing (UK) Limited | United Kingdom |
| 26-3263254 | MACQUARIE ASSET MANAGEMENT INC. | United States |
| 0100-01-156193 | MACQUARIE ASSET MANAGEMENT JAPAN CO., LTD. | Japan |
| 001263583 | MACQUARIE ASSET MANAGEMENT PTY LIMITED | Australia |
| 000736210 | MACQUARIE AUSTRALIA PTY LIMITED | Australia |
| 074453286 | MACQUARIE AUSTRALIA SECURITIES PTY LIMITED | Australia |
| 077595012 | MACQUARIE AUSTRALIAN INFRASTRUCTURE MANAGEMENT 1 | Australia |
| LIMITED | ||
| 131476910 | MACQUARIE AUSTRALIAN INFRASTRUCTURE MANAGEMENT 2 | Australia |
| LIMITED | ||
| 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 (in voluntary liquidation) | Ireland |
| 124071432 | MACQUARIE B.H. PTY LTD | Australia |
| 06309906 | Macquarie Bank International Limited | United Kingdom |
| HRB 189708 | Macquarie Bank International Limited, Niederlassung Deutschland | Germany |
| FN 331748 s | Macquarie Bank International Limited, Vienna Branch | Austria |
| 008583542 | MACQUARIE BANK LIMITED | Australia |
| 1045 | Macquarie Bank Limited (DIFC Recognised Company) | United Arab Emirates |
| F18649 | MACQUARIE BANK LIMITED (HONG KONG BRANCH) | Hong Kong |
| FC018220 | Macquarie Bank Limited (London Branch) | United Kingdom |
| 104-84-07697 | MACQUARIE BANK LIMITED (SEOUL BRANCH) | Korea, Republic of |
| T11FC0018C | MACQUARIE BANK LIMITED SINGAPORE BRANCH | Singapore |
| 90-0899142 | Macquarie Basin Leasing LLC | United States |
| R.P.M. 892390892 | Macquarie Belgium TCG SPRL MACQUARIE BETEILIGUNGSPORTFOLIO NR 4 GMBH & CO KG MACQUARIE BETEILIGUNGSPORTFOLIO NR. 4 GMBH & CO. |
Belgium Germany |
| CNPJ03.516.449/0001 | MACQUARIE BRASIL PARTICIPACOES LTDA | Brazil |
|---|---|---|
| 109649292 | MACQUARIE BUSINESS SOLUTIONS PTY LIMITED | Australia |
| Macquarie CAF Holdings Inc. | United States | |
| Macquarie CAF LLC | United States | |
| Macquarie CAF Management LLC | United States | |
| 798792-7 | Macquarie Canada Inventory Holdings Limited | Canada |
| 839742-2 | Macquarie Canada MPIP GP Ltd. | Canada |
| 839745-7 | Macquarie Canada MPIP LP Ltd. | Canada |
| 683412-4 | Macquarie Canada Services Ltd. | Canada |
| 6489800 | Macquarie Canadian Investment Holdings Ltd. | Canada |
| 123199548 | MACQUARIE CAPITAL (AUSTRALIA) LIMITED | Australia |
| 0740 | Macquarie Capital (Dubai) Limited (in members' voluntary liquidation) | United Arab Emirates |
| 03704031 | Macquarie Capital (Europe) Limited | United Kingdom |
| 34297902 | Macquarie Capital (Europe) Limited, Amsterdam Branch | Netherlands |
| 905963 | Macquarie Capital (Europe) Limited, Dublin Branch | Ireland |
| Macquarie Capital (Europe) Limited, Geneva Representative Office | Switzerland | |
| HRB 82506 | Macquarie Capital (Europe) Limited, Niederlassung Deutschland | Germany |
| 478 586 167 | Macquarie Capital (Europe) Limited, Paris Branch | France |
| 611405 | MACQUARIE CAPITAL (HONG KONG) LIMITED | Hong Kong |
| 104-81-64533 | MACQUARIE CAPITAL (KOREA) LIMITED | Korea, Republic of |
| 1952567 | MACQUARIE CAPITAL (NEW ZEALAND) LIMITED | New Zealand |
| 199704430K | MACQUARIE CAPITAL (SINGAPORE) PTE. LIMITED | Singapore |
| 98-0141094 | MACQUARIE CAPITAL (USA) INC | United States |
| 002149053 | 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 |
| 36780 | MACQUARIE CAPITAL ALLIANCE INTERNATIONAL (2) LIMITED | Bermuda |
| 37049 | MACQUARIE CAPITAL ALLIANCE INTERNATIONAL (3) LIMITED | Bermuda |
| 36770 | MACQUARIE CAPITAL ALLIANCE INTERNATIONAL LIMITED | Bermuda |
| 105777704 | MACQUARIE CAPITAL ALLIANCE MANAGEMENT PTY LIMITED | Australia |
| 137760822 | MACQUARIE CAPITAL ARGENTINA PTY LTD | Australia |
| 1818250 | Macquarie Capital Argentina Pty Ltd (Sucursal Argentina) | Argentina |
| 905313-1 | Macquarie Capital Development Canada Ltd. | Canada |
| 127829458 | MACQUARIE CAPITAL FINANCE (AUSTRALIA) PTY LTD | Australia |
| 0736 | Macquarie Capital Finance (Dubai) Limited (in members' voluntary | United Arab Emirates |
| 133 664 632 | liquidation) MACQUARIE CAPITAL FINANCE HOLDINGS (AUSTRALIA) PTY |
Australia |
| 88464 | LIMITED Macquarie Capital Funding (GP) Limited |
Jersey |
| 110605724 | MACQUARIE CAPITAL FUNDING (LP) PTY LIMITED | Australia |
| LP561 | MACQUARIE CAPITAL FUNDING L.P. | Jersey |
| 13-3789912 | Macquarie Capital Funding LLC | United States |
| 002149050 | Macquarie Capital Holdings (Canada) Ltd. | Canada |
| 0687 | Macquarie Capital Holdings (Dubai) Limited | United Arab Emirates |
| 43-2082900 | Macquarie Capital Investment Management LLC | United States |
| 135973 | MACQUARIE CAPITAL LIMITED | Hong Kong |
| 110-84-02227 | MACQUARIE CAPITAL LIMITED (SEOUL BRANCH) | Korea, Republic of |
| 565608 | Macquarie Capital Markets Canada Ltd./Marchés Financiers Macquarie Canada Ltée. |
Canada |
| 1079073 | Macquarie Capital Markets North America Ltd./Marchés Financiers Macquarie Amérique Du Nord Ltée. |
Canada |
| 803092-8 | Macquarie Capital Principal Holdings Canada Ltd | Canada |
| 128212868 | MACQUARIE CAPITAL PRODUCTS LIMITED | Australia |
| U65920MH1995PTC0906 96 |
Macquarie Capital Securities (India) Private Limited | India |
| MC-134609 | MACQUARIE CAPITAL SECURITIES (JAPAN) LIMITED | Cayman Islands |
| 0100-03-012063 | MACQUARIE CAPITAL SECURITIES (JAPAN) LIMITED (TOKYO BRANCH) |
Japan |
| 463469-W | MACQUARIE CAPITAL SECURITIES (MALAYSIA) SDN. BHD. | 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 |
| 89407381 | Macquarie Capital Securities Limited, Taiwan Branch | Taiwan |
| 2003/014483/07 | Macquarie Capital South Africa (Pty) Ltd | South Africa |
| 13-3789912 | Macquarie Capital US Acquisitions LLC | United States |
| 133 001 359 | MACQUARIE CAPITAL WIND MANAGEMENT PTY LTD | Australia |
| 169009 | MACQUARIE CAYMAN HOLDINGS 2 CO. | Cayman Islands |
| 168347 | MACQUARIE CAYMAN HOLDINGS CO | Cayman Islands |
| 124022126 | MACQUARIE CHEONGNA INVESTMENT PTY LTD | Australia |
| 50019 | M Macquarie China Logistics Fund Limited i Chi L i ti F d Li it d |
B d ermu a |
| 1660458 | Macquarie China Logistics Management Limited | Hong Kong |
| 201016397N | MACQUARIE COMMODITIES (SINGAPORE) PTE. LIMITED | Singapore |
|---|---|---|
| SP.688/AsingP3A | MACQUARIE COMMODITIES (SINGAPORE) PTE. LIMITED, | Indonesia |
| PDN.2/9/2010 | Indonesia Rep. Office | |
| 05259474 | Macquarie Commodities (UK) Limited | United Kingdom |
| 26-0555065 | MACQUARIE COMMODITIES (USA) INC | United States |
| 15.246.175/0001-50 | Macquarie Commodities Brasil S/A | Brazil |
| 06863247 | Macquarie Commodities Factoring Holdings (UK) Limited | United Kingdom |
| 20-5913559 | MACQUARIE COMMODITIES FACTORING LLC | United States |
| 05259503 | Macquarie Commodities Finance (UK) Limited | United Kingdom |
| 20-5913559 | MACQUARIE COMMODITIES FUNDING (USA) LLC | United States |
| 20-5913559 | MACQUARIE COMMODITIES HOLDINGS (USA) LLC | United States |
| 310141400009906 | MACQUARIE COMMODITIES TRADING (SHANGHAI) CO, LTD | China |
| 310000500570770 | Macquarie Commodities Trading (Shanghai) Co, Ltd First Branch | China |
| 51-0566317 | MACQUARIE COMMODITIES TRADING INC. | United States |
| 200813631K | MACQUARIE COMMODITY MARKETS (SINGAPORE) PTE. LIMITED | Singapore |
| 4752472 | Macquarie Corona Energy Holdings Limited | United Kingdom |
| 368580 | Macquarie Corporate and Asset Finance (Ireland) Limited (in voluntary | Ireland |
| liquidation) | ||
| 006198910 | MACQUARIE CORPORATE AND ASSET FINANCE LIMITED | Australia |
| 26-3769367 | MACQUARIE CORPORATE AND ASSET FUNDING INC. | United States |
| 008606862 | MACQUARIE CORPORATE FINANCE HOLDINGS PTY LTD | Australia |
| 008595426 | MACQUARIE CORPORATE FINANCE LIMITED | Australia |
| HRB52973 | MACQUARIE CORPORATE FINANCE LIMITED NIEDERLASSUNG | Germany |
| DEUTSCHLAND | ||
| 09648758 | Macquarie Corporate GP (UK) Limited | United Kingdom |
| 096705109 | MACQUARIE CORPORATE HOLDINGS PTY LIMITED | Australia |
| FC027878 | Macquarie Corporate Holdings Pty Limited (UK Branch) | United Kingdom |
| 123199253 | MACQUARIE CORPORATE INTERNATIONAL HOLDINGS PTY | Australia |
| LIMITED | ||
| 20-1536178 | MACQUARIE COTTON INTERNATIONAL INC | United States |
| 90-0797831 | Macquarie Credit Investment Management Inc. | United States |
| MC-266242 | MACQUARIE CREDIT NEXUS FUND LIMITED | Cayman Islands |
| MC-266243 | MACQUARIE CREDIT NEXUS MASTER FUND LIMITED | Cayman Islands |
| 27-2279644 | Macquarie Crop Partners GP, LLC | United States |
| 075067631 | MACQUARIE DEBF PTY LIMITED (IN DEREGISTRATION) | 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 |
| 115402349 | MACQUARIE DIGITAL PTY LIMITED | Australia |
| 008607083 | MACQUARIE DIRECT INVESTMENT PTY LIMITED | Australia |
| 20.3.0.31.542-6 | Macquarie Distribution Finance Ltd. | Switzerland |
| 085795651 | MACQUARIE DISTRIBUTION PTY LIMITED (IN DEREGISTRATION) | Australia |
| 114099795 | MACQUARIE DIVERSIFIED ASSET ADVISORY PTY LIMITED | Australia |
| 20-5962618 | MACQUARIE DYNAMIC MANAGEMENT (USA) INC | United States |
| 363806 | MACQUARIE ELECTRONICS LIMITED (in voluntary liquidation) | Ireland |
| 363803 | MACQUARIE ELECTRONICS REMARKETING LIMITED (in voluntary | Ireland |
| liquidation) | ||
| 54-2077555 | MACQUARIE ELECTRONICS USA INC | United States |
| 200408424K | MACQUARIE EMERGING MARKETS ASIAN TRADING PTE. LIMITED Singapore | |
| F18440 | MACQUARIE EMERGING MARKETS ASIAN TRADING PTE. LIMITED (HONG KONG BRANCH) |
Hong Kong |
| 143365673 | Macquarie Emerging Markets Investments Pty Ltd | Australia |
| 127185719 | MACQUARIE EMG HOLDINGS PTY LIMITED | Australia |
| Macquarie Energia Brasil Ltda. | Brazil | |
| 6643795 | Macquarie Energy Canada Ltd. | Canada |
| 664374-4 | Macquarie Energy Holdings Canada Ltd. | Canada |
| 122300592 | MACQUARIE ENERGY HOLDINGS PTY LTD | Australia |
| 8253776 | Macquarie Energy Leasing Limited | United Kingdom |
| 93-1043421 | Macquarie Energy LLC | United States |
| Macquarie Energy Mexico, S. de R.L. de C.V. | Mexico | |
| 20-3690322 | Macquarie Energy North America Investments, LLC | United States |
| 20-3690322 | MACQUARIE ENERGY NORTH AMERICA TRADING INC. | United States |
| Macquarie Equipment Capital Inc. | United States | |
| 935411-5 | Macquarie Equipment Finance (Canada) Limited | Canada |
| 8253764 | Macquarie Equipment Finance (UK) Limited | United Kingdom |
| 262381 | MACQUARIE EQUIPMENT FINANCE LIMITED | New Zealand |
| 421234 | Macquarie Equipment Finance Limited | Ireland |
| 605377-7 | Macquarie Equipment Finance Ltd./Macquarie Financement | Canada |
| d'É d'Équipement Ltée. i t Lté |
||
| 475730 | Macquarie Equipment Finance Services Limited | Ireland |
| 468487 | Macquarie Equipment Funding Limited | Ireland |
|---|---|---|
| 459515-H | MACQUARIE EQUIPMENT LEASING SDN. BHD. | Malaysia |
| 112079268 | MACQUARIE EQUIPMENT RENTALS PTY LIMITED | Australia |
| 063906392 | MACQUARIE EQUITIES (US) HOLDINGS PTY. LIMITED | Australia |
| WN1114218 | MACQUARIE EQUITIES CUSTODIANS LIMITED | New Zealand |
| 002574923 | MACQUARIE EQUITIES LIMITED | Australia |
| WN/1007806 | MACQUARIE EQUITIES NEW ZEALAND LIMITED | New Zealand |
| 2006/000899/07 | Macquarie Equities South Africa (Pty) Ltd | South Africa |
| 001374572 | MACQUARIE EQUITY CAPITAL MARKETS PTY LIMITED | Australia |
| 7713808 | Macquarie Euro Limited | United Kingdom |
| 114801464 | MACQUARIE EUROPEAN FINANCIAL INVESTMENTS PTY LTD | Australia |
| 078771123 | MACQUARIE EUROPEAN HOLDINGS PTY LIMITED | Australia |
| F15820 | MACQUARIE EUROPEAN HOLDINGS PTY LIMITED (HONG KONG | Hong Kong |
| BRANCH) | ||
| LP017128 | Macquarie European Infrastructure Fund 5 LP | United Kingdom |
| 06146573 | Macquarie European Investment Holdings Limited | United Kingdom |
| 8253782 | Macquarie European Rail Limited | United Kingdom |
| B172.199 | Macquarie European Rail Limited (Luxembourg Branch) | Luxembourg |
| Macquarie Executive Holdings LLC | United States | |
| 06863285 | Macquarie Factoring (UK) Limited | United Kingdom |
| 116582524 | MACQUARIE FARM ASSETS AND RESOURCES MANAGEMENT | Australia |
| PTY LIMITED | ||
| 122169304 | MACQUARIE FARM SERVICES PTY LIMITED | Australia |
| 13-3789912 | Macquarie Fastracks Holdings LLC | United States |
| 26-2864605 | Macquarie FG Holdings Inc. | United States |
| 6855383 | Macquarie FICC (UK) Limited | United Kingdom |
| Macquarie FICC Holdings USA Inc. | United States | |
| 132 573 436 | MACQUARIE FIEX INVESTMENT PTY LIMITED | Australia |
| U65999MH2009PTC1908 | MACQUARIE FINANCE (INDIA) PRIVATE LIMITED | India |
| 63 | ||
| 118817440 | MACQUARIE FINANCE HOLDINGS LIMITED | Australia |
| 106-81-94256 | MACQUARIE FINANCE KOREA CO., LTD. | Korea, Republic of |
| 001214964 | MACQUARIE FINANCE LIMITED | Australia |
| 13-3789912 | Macquarie Financial Holdings (USA) LLC | United States |
| 124071398 | MACQUARIE FINANCIAL HOLDINGS PTY LIMITED | Australia |
| F15819 | MACQUARIE FINANCIAL HOLDINGS PTY LIMITED (HONG KONG | Hong Kong |
| BRANCH) | ||
| 4228146 | Macquarie Financial Ltd./Financiere Macquarie Ltee. | Canada |
| 61-1718672 | Macquarie Financial Markets LLC | United States |
| 095135694 | MACQUARIE FINANCIAL PRODUCTS MANAGEMENT LIMITED | Australia |
| 200800950C | MACQUARIE FINANCIAL SERVICES (ASIA) PTE. LIMITED (in | Singapore |
| liquidation wef 29 Sep 2015) | ||
| 128948498 | MACQUARIE FINANCIAL SERVICES HOLDINGS PTY LIMITED | Australia |
| 2007/030612/07 | Macquarie Financial Trustees (Proprietary) Limited | South Africa |
| 069344154 | MACQUARIE FLEET LEASING PTY LIMITED | Australia |
| HRB 98935 | Macquarie Fonds GmbH | Germany |
| HRB 99628 | Macquarie Fondsmanagement GmbH | Germany |
| 163 421 761 | MACQUARIE FORESTRY MANAGEMENT PTY LIMITED | Australia |
| 093752946 | MACQUARIE FORESTRY SERVICES PTY LIMITED | Australia |
| 481 104 479 R.C.S. Paris | Macquarie France SARL | France |
| 127735960 | Macquarie Fund Advisers Pty Limited | Australia |
| 657826-8 | Macquarie Funding Holdings Canada Ltd. | Canada |
| 20-5913559 | MACQUARIE FUNDING HOLDINGS LLC | United States |
| 6581935 | Macquarie Funding Inc. | Canada |
| LP00000352 | MACQUARIE FUNDING LIMITED PARTNERSHIP | Australia |
| Macquarie Funding LLC | United States | |
| Macquarie Funding USA Inc. | United States | |
| 20-3783039 | MACQUARIE FUNDS MANAGEMENT (USA) INC. | United States |
| 093177407 | MACQUARIE FUNDS MANAGEMENT HOLDINGS PTY LIMITED | Australia |
| 724745 | MACQUARIE FUNDS MANAGEMENT HONG KONG LIMITED | Hong Kong |
| 006880217 | MACQUARIE FUNDS MANAGEMENT PTY LIMITED | Australia |
| 170076 | MACQUARIE FUTURES & OPTIONS (HONG KONG) LIMITED | Hong Kong |
| 20-4193486 | Macquarie Futures USA LLC | United States |
| 137072112 | MACQUARIE FX INVESTMENTS PTY LTD | Australia |
| 128219330 | MACQUARIE GCUH HOLDINGS PTY LIMITED | Australia |
| HRB 82733 | Macquarie Germany Holdings GmbH | Germany |
| 091487384 | Macquarie Global Bond Fund | Australia |
| 068897C1/GBL | MACQUARIE GLOBAL FINANCE SERVICES (MAURITIUS) LIMITED | Mauritius |
| 05259497 | Macquarie Global Investments (UK) Limited | United Kingdom |
| 194165 | MACQUARIE GLOBAL OPPORTUNITIES PARTNERS GP LTD | Cayman Islands |
| 131661697 | MACQUARIE GLOBAL OPPORTUNITIES PARTNERS INVESTMENT MACQUARIE GLOBAL OPPORTUNITIES PARTNERS |
A stralia Australia |
| PTY LTD |
| 20-8983535 | Macquarie Global Opportunities Partners LLC | United States |
|---|---|---|
| Macquarie Global Services (USA) LLC | United States | |
| U93090DL2007FTC19900 | MACQUARIE GLOBAL SERVICES PRIVATE LIMITED | India |
| 6 | ||
| 05488013 | Macquarie GP Limited | United Kingdom |
| 05718600 | Macquarie GP2 Limited | United Kingdom |
| 1396768 | Macquarie Greater China Infrastructure Advisory Limited | Hong Kong |
| WK-245599 | Macquarie Greater China Infrastructure Management Limited | Cayman Islands |
| 124071389 | MACQUARIE GROUP (US) HOLDINGS NO.1 PTY LTD | Australia |
| 200412291W | MACQUARIE GROUP HOLDINGS (SINGAPORE) PTE. LIMITED | Singapore |
| 06357992 | Macquarie Group Holdings (UK) No.1 Limited | United Kingdom |
| 06357999 | Macquarie Group Holdings (UK) No.2 Limited | United Kingdom |
| 1952566 | MACQUARIE GROUP HOLDINGS NEW ZEALAND LIMITED | New Zealand |
| 124071478 | MACQUARIE GROUP HOLDINGS NO.3 PTY LTD | Australia |
| 07438584 | Macquarie Group Investments (UK) No.2 Limited | United Kingdom |
| 122169279 | MACQUARIE GROUP LIMITED | Australia |
| 245979 | MACQUARIE GROUP NEW ZEALAND LIMITED | New Zealand |
| 200703288K | MACQUARIE GROUP SERVICES (SINGAPORE) PTE. LIMITED | Singapore |
| 116467031 | MACQUARIE GROUP SERVICES AUSTRALIA PTY LTD | Australia |
| FC027877 | MACQUARIE GROUP SERVICES AUSTRALIA PTY LTD (UK | United Kingdom |
| BRANCH) | ||
| 609449149 | MACQUARIE GROUP TREASURY PTY LTD | Australia |
| 728003-3 | Macquarie Holdings (Canada) Ltd | Canada |
| 388232 | MACQUARIE HOLDINGS (MEXICO), S.A. DE C.V. | Mexico |
| 200703280D | MACQUARIE HOLDINGS (SINGAPORE) PTE. LTD. | Singapore |
| 13-3789912 | MACQUARIE HOLDINGS (U.S.A.) INC. | United States |
| 06309919 | Macquarie Holdings (UK) No.1 Limited | United Kingdom |
| 2006/000891/07 | Macquarie Holdings South Africa (Pty) Limited | South Africa |
| not registered | MACQUARIE HOLDINGS TRUST | Australia |
| MC-199805 | Macquarie Hong Kong Finance Limited | Cayman Islands |
| 133001751 | MACQUARIE I A RETURNS PTY LIMITED | Australia |
| 36-4307649 | MACQUARIE INC | United States |
| 58341C1/GBL | MACQUARIE INDIA HOLDINGS LIMITED | Mauritius |
| 200823500E | MACQUARIE INDIA INFRASTRUCTURE MANAGEMENT HOLDINGS | Singapore |
| PTE. LIMITED | ||
| 130542924 | MACQUARIE INDIA PROPERTIES PTY LIMITED | Australia |
| C41803 | MACQUARIE INDUSTRIAL INVESTMENTS MALTA LIMITED | Malta |
| CS201221372 | MACQUARIE INFRASTRUCTURE ADVISORY (PHILIPPINES) INC. | Philippines |
| 03976881 | Macquarie Infrastructure and Real Assets (Europe) Limited | United Kingdom |
| Macquarie Infrastructure and Real Assets (Europe) Limited (Spain) | Spain | |
| CL1804 | Macquarie Infrastructure and Real Assets (Europe) Limited, DIFC | United Arab Emirates |
| Representative Office | ||
| 499 798 742 R.C.S. Paris | Macquarie Infrastructure and Real Assets (Europe) Limited, Paris | France |
| Branch | ||
| 623285 | Macquarie Infrastructure and Real Assets (Hong Kong) Limited | Hong Kong |
| U67190MH2013PTC2418 | Macquarie Infrastructure and Real Assets (India) Private Limited | India |
| 09 | ||
| 784370-4 | Macquarie Infrastructure and Real Assets (Sales) Canada Ltd | Canada |
| 200513362E | MACQUARIE INFRASTRUCTURE AND REAL ASSETS | Singapore |
| (SINGAPORE) PTE. LIMITED | ||
| 082018399 | MACQUARIE INFRASTRUCTURE AND REAL ASSETS HOLDINGS | Australia |
| PTY LIMITED | ||
| 20-8983572 | Macquarie Infrastructure and Real Assets Inc. | United States |
| 8248121 | Macquarie Infrastructure and Real Assets Investments Limited | United Kingdom |
| 401814 | Macquarie Infrastructure and Real Assets México, S.A. de C.V. | Mexico |
| 084828437 | Macquarie Infrastructure and Real Assets Pty Limited | Australia |
| B138295 | Macquarie Infrastructure and Real Assets SA | Luxembourg |
| Macquarie Infrastructure Developments LLC | United States | |
| 074311390 | MACQUARIE INFRASTRUCTURE FUNDS MANAGEMENT PTY | Australia |
| LIMITED | ||
| 5755862 | Macquarie Infrastructure GP Limited | United Kingdom |
| CH-170.3.028.960-5/ | MACQUARIE INFRASTRUCTURE HOLDINGS AG (in liquidation) | Switzerland |
| WK-228075 112772871 |
MACQUARIE INFRASTRUCTURE LIMITED MACQUARIE INFRASTRUCTURE MANAGEMENT (ASIA) PTY |
Cayman Islands Australia |
| LIMITED | ||
| T06FC6823A | MACQUARIE INFRASTRUCTURE MANAGEMENT (ASIA) PTY | Singapore |
| LIMITED - SINGAPORE BRANCH | ||
| 20-0643354 | MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC | United States |
| 115524028 | MACQUARIE INFRASTRUCTURE MANAGEMENT LIMITED | Australia |
| 4339673 | Macquarie Infrastructure Partners Canada GP Ltd. M Macquarie Infrastructure Partners II GP i I f t t P t II GP LLC |
Canada U it d St t United States |
| 20-4166306 | MACQUARIE INFRASTRUCTURE PARTNERS INC United States |
||
|---|---|---|---|
| 20-8983572 | Macquarie Infrastructure Partners U.S. GP LLC | United States | |
| 46726 | Macquarie Infrastructure Philippines Limited | Bermuda | |
| 29003 | MACQUARIE INFRASTRUCTURE PRIVATE TRUSTEE COMPANY | Bermuda | |
| LIMITED | |||
| 41533 | MACQUARIE INFRASTRUCTURE REINSURANCE COMPANY | Bermuda | |
| LIMITED | |||
| 200505701K | MACQUARIE INSURANCE (SINGAPORE) PTE. LTD. | Singapore | |
| 092985263 | MACQUARIE INTERNATIONAL FINANCE LIMITED | Australia | |
| 04125302 | Macquarie International Holdings Limited | United Kingdom | |
| 310000400294785 (Jing | MACQUARIE INTERNATIONAL HOUSING AND LAND CONSULTING | China | |
| An) | (SHANGHAI) COMPANY LIMITED | ||
| 36305 | MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED | Bermuda | |
| 108590996 | MACQUARIE INTERNATIONAL INVESTMENTS PTY LIMITED | Australia | |
| 01802574 | Macquarie International Limited | United Kingdom | |
| F11422 | MACQUARIE INTERNATIONAL LIMITED (HONG KONG BRANCH) | Hong Kong | |
| 169002 | MACQUARIE INTERNATIONAL NEW YORK PARKING CO | Cayman Islands | |
| 502151 | Macquarie International Services Limited | Hong Kong | |
| 04957256 | Macquarie Internationale Investments Limited | United Kingdom | |
| 36631 | MACQUARIE INVESTMENT (HONG KONG) LIMITED | Hong Kong | |
| 110000410210419 | MACQUARIE INVESTMENT ADVISORY (BEIJING) CO LTD | China | |
| 91310000MA1K31CL4R | Macquarie Investment Consulting (Shanghai) Co Ltd. | China | |
| 112017919 | MACQUARIE INVESTMENT HOLDINGS NO.2 PTY LIMITED | Australia | |
| 122939600 | MACQUARIE INVESTMENT HOLDINGS PTY LIMITED | Australia | |
| 41471 | MACQUARIE INVESTMENT MANAGEMENT (BERMUDA) LIMITED | Bermuda | |
| WN1114216 | MACQUARIE INVESTMENT MANAGEMENT (NZ) LIMITED | New Zealand | |
| 092552611 | MACQUARIE INVESTMENT MANAGEMENT AUSTRALIA LIMITED | Australia | |
| FN 171881 t | Macquarie Investment Management Austria Kapitalanlage AG | Austria | |
| 09612439 | Macquarie Investment Management Europe Limited | United Kingdom | |
| 086159060 | MACQUARIE INVESTMENT MANAGEMENT GLOBAL LIMITED | Australia | |
| FN 350922 m | Macquarie Investment Management Holdings (Austria) GmbH | Austria | |
| 604 942 127 | MACQUARIE INVESTMENT MANAGEMENT HOLDINGS PTY | Australia | |
| LIMITED | |||
| 116-81-22180 | MACQUARIE INVESTMENT MANAGEMENT KOREA CO., LTD. | Korea, Republic of | |
| 002867003 | MACQUARIE INVESTMENT MANAGEMENT LTD | Australia | |
| B108283 | MACQUARIE INVESTMENT MANAGEMENT S.à r.l. | Luxembourg | |
| 071745401 | MACQUARIE INVESTMENT SERVICES LIMITED | Australia | |
| 2009/012283/07 | Macquarie Investments (Proprietary) Limited | South Africa | |
| WK-133809 | MACQUARIE INVESTMENTS (SINGAPORE) LIMITED | Cayman Islands | |
| 04104671 | Macquarie Investments (UK) Limited | United Kingdom | |
| 05582630 | Macquarie Investments 1 Limited | United Kingdom | |
| 05708696 | Macquarie Investments 2 Limited | United Kingdom | |
| 07012592 | Macquarie Investments 3 Limited | United Kingdom | |
| 069416977 | MACQUARIE INVESTMENTS AUSTRALIA PTY LIMITED | Australia | |
| HRB 74953 | Macquarie Investments Deutschland GmbH | Germany | |
| n/a | Macquarie Investments LLC | United States | |
| 45-2856257 | Macquarie Investments US Inc. | United States | |
| 119211433 | MACQUARIE INVESTORS PTY LTD | Australia | |
| 107147222 | MACQUARIE JAPAN INFRASTRUCTURE NO.1 PTY LIMITED | Australia | |
| 0100-03-012002 | MACQUARIE JAPAN INFRASTRUCTURE NO.1 PTY LIMITED | Japan | |
| (JAPAN BRANCH) | |||
| 107147188 | MACQUARIE JAPAN INFRASTRUCTURE NO.2 PTY LIMITED | Australia | |
| 0100-03-011932 | MACQUARIE JAPAN INFRASTRUCTURE NO.2 PTY LIMITED | Japan | |
| (JAPAN BRANCH) | |||
| 117560282 | MACQUARIE JAPAN INFRASTRUCTURE NO.3 PTY LIMITED | Australia | |
| 117560415 | MACQUARIE JAPAN INFRASTRUCTURE NO.4 PTY LIMITED | Australia | |
| 0100-03-012591 | MACQUARIE JAPAN INFRASTRUCTURE NO.4 PTY LIMITED | Japan | |
| (JAPAN BRANCH) | |||
| LP16087 | Macquarie Juweel Investor LP | United Kingdom | |
| 104-81-76330 104-81-95716 |
MACQUARIE KOREA ASSET MANAGEMENT CO., LTD. MACQUARIE KOREA OPPORTUNITIES MANAGEMENT, LTD. |
Korea, Republic of Korea, Republic of |
|
| 110356968 | MACQUARIE LAH PTY LIMITED | Australia | |
| 100000400011564 | MACQUARIE LEASING (CHINA) CO LIMITED | China | |
| 02997799 | Macquarie Leasing (UK) Limited | United Kingdom | |
| 05867292 002675032 |
Macquarie Leasing Limited MACQUARIE LEASING NSW PTY. LIMITED |
United Kingdom Australia |
|
| 002674982 | MACQUARIE LEASING PTY. LIMITED | Australia | |
| OC363068 | Macquarie Lending & Investment Partners LLP | United Kingdom | |
| 003963773 | MACQUARIE LIFE LIMITED | Australia | |
| HRB 74075 | Macquarie Management GmbH | Germany | |
| 099 813 028 099 813 |
MACQUARIE MASTER GEARED GROWTH FUND MACQUARIE MASTER GEARED GROWTH |
A li us ralia t |
|
| 090 079 413 | MACQUARIE MASTER SMALL COMPANIES FUND | Australia | |
| 133000987 | MACQUARIE MAURITIUS INVESTMENTS LIMITED Mauritius |
|
|---|---|---|
| MACQUARIE MDW INVESTMENTS PTY LTD | Australia | |
| 639997-5 | Macquarie Metals and Energy Capital (Canada) Ltd. | Canada |
| 04920378 | Macquarie Meters 2 (UK) Limited | United Kingdom |
| 07361419 | Macquarie Meters 3 (UK) Limited | United Kingdom |
| 1344888 | Macquarie Meters 4 Limited | Hong Kong |
| 9794737 | Macquarie Meters 5 (UK) Limited | United Kingdom |
| MACQUARIE MEXICO HOLDINGS S.A. DE C.V | Mexico | |
| 397181 | MACQUARIE MEXICO INFRASTRUCTURE MANAGEMENT, S.A. DE | Mexico |
| C.V. | ||
| 477795 | Macquarie Mexico Real Estate Management, S.A. de C.V. | Mexico |
| 4508971 | MACQUARIE MICROSTAR HOLDINGS INC | United States |
| 095180564 | MACQUARIE MIDDLE EAST HOLDINGS PTY LIMITED | Australia |
| 130225222 | MACQUARIE MIRA FUND INVESTMENTS PTY LTD | Australia |
| 120070788 | MACQUARIE MORTGAGES CANADA HOLDINGS PTY LIMITED | Australia |
| 057760175 | MACQUARIE MORTGAGES PTY LIMITED | Australia |
| 22-3840451 | MACQUARIE MORTGAGES USA INC | 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 NG-KIH Holdings, LLC | United States | |
| 123851436 | MACQUARIE NOOSA PTY LTD | Australia |
| 3481018 | Macquarie North America Ltd. | Canada |
| 129 961 986 | Macquarie NRAS Trust | Australia |
| 008595711 | MACQUARIE NZ HOLDINGS PTY LIMITED | Australia |
| 129 590 576 | MACQUARIE OFFSHORE SERVICES PTY LTD | Australia |
| FS200805155 | Macquarie Offshore Services Pty Ltd - Philippine Branch | Philippines |
| 20-5426915 | MACQUARIE OIL AND GAS HOLDINGS INC | United States |
| 770975-7 | Macquarie Oil Services Canada Ltd | Canada |
| OF2150 | MACQUARIE ONE LIMITED | United Arab Emirates |
| Macquarie One LLC | United States | |
| 002934705 | MACQUARIE OPTIONS PTY. LIMITED | Australia |
| 115251619 | MACQUARIE PAYMENTS INFRASTRUCTURE HOLDINGS PTY LIMITED |
Australia |
| 6349353 | MACQUARIE PETERBOROUGH HOSPITAL INVESTMENTS LIMITED United Kingdom | |
| 20-3690322 | Macquarie Physical Commodities, LLC | United States |
| 45-1622999 | Macquarie Physical Metals (USA) Inc. | United States |
| 27-4554619 | Macquarie PMI LLC | United States |
| Macquarie PMI Manager LLC | United States | |
| 27-1560871 | Macquarie Poinsettia Inc. | United States |
| 112561501 | MACQUARIE PRINCIPAL PTY LIMITED | Australia |
| 082038328 | MACQUARIE PRISM PTY LIMITED | Australia |
| 116782006 | MACQUARIE PRIVATE CAPITAL MANAGEMENT LIMITED | Australia |
| 089987388 | MACQUARIE PRIVATE PORTFOLIO MANAGEMENT LIMITED | Australia |
| Macquarie Professional Series Global Equity Fund | Australia | |
| 2292323 | Macquarie Projects Limited | Hong Kong |
| 064904169 | MACQUARIE PROPERTY (OBU) PTY LIMITED | Australia |
| 076560917 | MACQUARIE PROPERTY FINANCE MANAGEMENT PTY LIMITED | Australia |
| 142 083 092 | MACQUARIE RADAR HOLDINGS PTY LIMITED | Australia |
| 730170-7 | Macquarie Rail Canada Limited | Canada |
| 20-3609362 | MACQUARIE RAIL INC. | United States |
| 20-3609362 | MACQUARIE RAIL MANAGEMENT LLC | United States |
| 26-3872414 | MACQUARIE REAL ESTATE ADVISORY SERVICES LLC | United States |
| 22-3845767 | MACQUARIE REAL ESTATE FINANCE INC | United States |
| 13-4055193 | MACQUARIE REAL ESTATE INC | United States |
| HE 291792 | Macquarie Renaissance Corporate Finance Holdings Limited | Cyprus |
| 26-1386300 | MACQUARIE RENEWABLE ENERGY INC | United States |
| 672846-4 | Macquarie Resource Capital Canada Ltd. | Canada |
| 130 224 949 | MACQUARIE RESOURCES INVESTMENT MANAGEMENT PTY LIMITED |
Australia |
| 07055620 | Macquarie Restorations Limited | United Kingdom |
| 998584 | Macquarie Retail Management (Asia) Limited | Hong Kong |
| 1273174 | MACQUARIE RETAIL REAL ESTATE MANAGEMENT LIMITED | Hong Kong |
| Macquarie Rolland Inc. | United States | |
| 535266 | Macquarie Rotorcraft Leasing (Ireland) Limited | Ireland |
| 46-3045888 | Macquarie Rotorcraft Leasing, Inc. | United States |
| 604 949 144 | MACQUARIE SCT PTY LIMITED | Australia |
| 002832126 | MACQUARIE SECURITIES (AUSTRALIA) LIMITED | Australia |
| 310000500275474 | MACQUARIE SECURITIES (AUSTRALIA) LIMITED SHANGHAI MACQUARIE SECURITIES (AUSTRALIA) LIMITED REPRESENTATIVE OFFICE |
China |
| 1748511 | MACQUARIE SECURITIES (NZ) LIMITED | New Zealand |
|---|---|---|
| 0105539119915 | MACQUARIE SECURITIES (THAILAND) LIMITED | Thailand |
| 728007-6 | Macquarie Securities Financing Ltd (Canada) | Canada |
| 104-81-99444 | MACQUARIE SECURITIES KOREA LIMITED | Korea, Republic of |
| 003435443 | MACQUARIE SECURITIES MANAGEMENT PTY LIMITED | Australia |
| 2006/023546/06 | MACQUARIE SECURITIES SOUTH AFRICA LIMITED | South Africa |
| 641342 | MACQUARIE SECURITISATION (HONG KONG) LIMITED | Hong Kong |
| 075289002 | MACQUARIE SECURITISATION (OBU) PTY LIMITED | Australia |
| 003297336 | MACQUARIE SECURITISATION LIMITED | Australia |
| Macquarie Septa (Guernsey), LLP | Guernsey | |
| LP016856 | Macquarie Septa (UK) I, LP | United Kingdom |
| LP016857 | Macquarie Septa (UK) II, LP | United Kingdom |
| Macquarie Septa (US) I, LLC | United States | |
| Macquarie Septa Aero, LLC | United States | |
| 496224 | MACQUARIE SERVICES (HONG KONG) LIMITED | Hong Kong |
| 388231 | MACQUARIE SERVICES (MEXICO), S.A. de C.V. | Mexico |
| 27-3610899 | Macquarie Services (USA) LLC | United States |
| 608 027 667 | MACQUARIE SERVICES PARTNERSHIP PTY LIMITED | Australia |
| 11.988.470/001-21 | Macquarie Servicos Agricolas Limitada | Brazil |
| 45-4703789 | Macquarie Sierra Investment Holdings Inc. | United States |
| EC#39329 | MACQUARIE SPECIALISED ASSET MANAGEMENT (BERMUDA) | Bermuda |
| LIMITED | ||
| 075295608 | MACQUARIE SPECIALISED ASSET MANAGEMENT 2 LIMITED | Australia |
| 087382965 | MACQUARIE SPECIALISED ASSET MANAGEMENT LIMITED | Australia |
| 125 574 389 | MACQUARIE SPECIALIST INVESTMENTS LENDING LIMITED | Australia |
| 46-2151809 | Macquarie Storage Investments Inc. | United States |
| 086587635 | MACQUARIE STRUCTURED AND SPECIALIST INVESTMENTS | Australia |
| HOLDINGS PTY LIMITED | ||
| HRB 87430 | Macquarie Structured Products (Europe) GmbH | Germany |
| 2009/012427/10 | Macquarie Structured Products (International) Limited (Registered as | South Africa |
| an external Company in South Africa) | ||
| 065747417 | MACQUARIE STRUCTURED PRODUCTS (INTERNATIONAL) PTY | Australia |
| LIMITED | ||
| 489855 | Macquarie Structured Securities (Europe) Public Limited Company | Ireland |
| 008607038 | MACQUARIE SWAN STREET PTY LIMITED | Australia |
| 065309033 | MACQUARIE SYNDICATION (NO.12) PTY LIMITED | Australia |
| 20-5913559 | MACQUARIE TCG (USA) LLC | United States |
| 080218846 | MACQUARIE TECHNOLOGY INVESTMENTS PTY LIMITED | Australia |
| 680639-2 | Macquarie Technology Services (Canada) Ltd. | Canada |
| 080472751 | MACQUARIE TECHNOLOGY VENTURES PTY LTD | Australia |
| Macquarie Texas Loan Holder LLC | United States | |
| 008606906 | MACQUARIE THIRTY-THIRD AVIATION LEASING PTY. LIMITED | Australia |
| 20-5913622 | MACQUARIE TRADING SERVICES INC | United States |
| HRB 76979 | Macquarie Treuvermögen GmbH | Germany |
| 2007/035961/07 | Macquarie Trustees South Africa (Proprietary) Limited | South Africa |
| 008607109 | MACQUARIE TWENTIETH AVIATION LEASING PTY. LIMITED | Australia |
| 02579363 | Macquarie UK Holdings Limited | United Kingdom |
| 05452920 | Macquarie UK Passenger Leasing Limited | United Kingdom |
| 46-1366111 | Macquarie US Gas Supply LLC | United States |
| Macquarie US MPIP GP LLC | United States | |
| Macquarie US MPIP LP LLC | United States | |
| 45-2856257 | Macquarie US Trading LLC | United States |
| 261723 | MACQUARIE VEHICLES (NZ) LIMITED | New Zealand |
| 2299526 | Macquarie Ventures (Hong Kong) Limited | Hong Kong |
| 26-2274361 | Macquarie Veridian Cove Inc. | United States |
| HRB 99629 | Macquarie Vermögenstreuhand GmbH | Germany |
| HRB 232580 | Macquarie Verwaltungs GmbH | Germany |
| Macquarie Washington Wind LLC | United States | |
| 26-1573148 | Macquarie Water Heater Rentals Holdings 2 LLC | United States |
| 26-0371235 | Macquarie Water Heater Rentals Holdings LLC | United States |
| 26-0371235 | Macquarie Water Heater Rentals LLC | United States |
| 27-0201039 | MACQUARIE WATERFRONT PEARL INC. | United States |
| 32-0410260 | Macquarie Wind Farm LLC | United States |
| 603 363 220 | MACQUARIE WORSLEY HOLDINGS PTY LIMITED | Australia |
| 213181 | Macquarie Zhaopin Holdings Limited | Cayman Islands |
| 46-2716036 | Macquarie-PowerFin Solar, LLC | United States |
| LP17160 | MAIF EU Feeder LP | United Kingdom |
| 41968 | MAIP INTERNATIONAL HOLDINGS LIMITED | Bermuda |
| 41969 | MAIP INVESTMENTS LIMITED | Bermuda |
| Not registered | MAIT Sub-Trust 2 | Australia |
| 66690 | MALL Partners I LDC MALL Partners I, |
Cayman Islands Cayman |
| 86503 | MALL Partners II Limited | Cayman Islands |
| CR-93169 | MALL Partners III Limited | Cayman Islands |
|---|---|---|
| MAP HOLDING TRUST | Australia | |
| MC-257951 | MAP II GP Limited | Cayman Islands |
| 509 298 634 RCS Paris | MASC (France) SARL | France |
| LL08078 | MASL (Labuan) Limited | Malaysia |
| 446197 | MASL Ireland (10) Limited | Ireland |
| 446196 | MASL Ireland (11) Limited | Ireland |
| 446206 | MASL Ireland (13) Limited | Ireland |
| 446207 | MASL Ireland (14) Limited | Ireland |
| 446191 | MASL Ireland (22) Limited | Ireland |
| 447474 | MASL Ireland (25) Limited | Ireland |
| 447987 | MASL Ireland (26) Limited | Ireland |
| 448204 | MASL Ireland (27) Limited | Ireland |
| 447980 447981 |
MASL Ireland (28) Limited MASL Ireland (29) Limited |
Ireland Ireland |
| 446204 | MASL Ireland (3) Limited | Ireland |
| 447982 | MASL Ireland (30) Limited | Ireland |
| 447983 | MASL Ireland (31) Limited | Ireland |
| 451456 | MASL Ireland (34) Limited | Ireland |
| 451173 | MASL Ireland (35) 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 556734-9328 |
MASL Sweden (3) AB MASL Sweden (4) AB |
Sweden Sweden |
| 556741-2498 | MASL Sweden (7) AB | Sweden |
| 556741-2506 | MASL Sweden (8) AB | Sweden |
| 06386342 | MASL UK (1) Limited | United Kingdom |
| MBL COVERED BOND TRUST | Australia | |
| 008607092 | MBL REALTY INVESTMENT MANAGEMENT PTY. LIMITED | Australia |
| 363941 | MC CAPITAL GROUP (in voluntary liquidation) | Ireland |
| 146 752 329 | MC EDUCATION HOLDINGS PTY LTD | Australia |
| 078223382 26-1386300 |
MCF LEASING PTY LIMITED MCP Solar Assets Partners I LLC |
Australia United States |
| 26-2282798 | MCP Solar Assets Partners II LLC | United States |
| 90-1003550 | MD - PTH, LLC | United States |
| Meadowlark Capital LLC | United States | |
| Meadowlark Depositor LLC | United States | |
| Meadowlark Insurance Company LLC | United States | |
| Medical Student Loan Trust | United States | |
| 04866246 | MEIF (UK) Limited | United Kingdom |
| 132 468 734 MC-285616 |
MELRO HOLDCO PTY LIMITED MENA Infrastructure Development Company Ltd |
Australia Cayman Islands |
| 568712 | Merino Aerospace Finance 35845 Limited | Ireland |
| 568713 | Merino Aerospace Finance 36566 Limited | Ireland |
| 568710 | Merino Aerospace Finance 36707 Limited | Ireland |
| 568711 | Merino Aerospace Finance 4257-1 Limited | Ireland |
| 570137 | Merino Aerospace Finance 5482-1 Limited | Ireland |
| 568706 | Merino Aerospace Finance 6350 Limited | Ireland |
| 568707 | Merino Aerospace Finance 6458 Limited | Ireland |
| 568708 568709 |
Merino Aerospace Finance 6500 Limited Merino Aerospace Finance 6538 Limited |
Ireland Ireland |
| Merino Air Leasing, Inc. | United States | |
| 084781493 | MERIT NO.1 PTY LIMITED | Australia |
| 200708397H | MGJ HOLDINGS PTE. LIMITED | Singapore |
| 20-8983572 | MGOP Feeder I GP LLC | United States |
| 356-88-00177 | M-GREEN HOLDINGS LIMITED | Korea, Republic of |
| 26-4389305 | MIAC SERVICES INC. | United States |
| 58972 7 |
MIDF UK1 GUERNSEY GP LIMITED MIDF UK1 LLP |
Guernsey Guernsey |
| 59027 | MIDF UK1B GUERNSEY GP LIMITED | Guernsey |
| 20-8723490 | MIF US Investment Holdings LLC | United States |
| 20-8879012 | MIF US INVESTMENT PARTNERSHIP | United States |
| 13-3789912 | MIHI LLC | United States |
| 38-3938360 | MIP III (ECI) GP LLC | United States |
| MIP III Tigerfish (Canada) GP LLC MIP III Tigerfish (Canada) GP |
United States United |
|
| 0100-02-032951 | MJL ACE LTD. | Japan |
| 810 610 205 | Mongoose Acquisition LLC | United States |
|---|---|---|
| 103410297 | MONGOOSE PTY LTD | Australia |
| WK-133920 | Monkwell Investments Limited (in voluntary liquidation) | Cayman Islands |
| 20-5336393 | Moonstone Lien Investments, LLC | United States |
| 08108683 | Mornington Funding 2012-1 PLC (in voluntary liquidation) | United Kingdom |
| 08108607 | Mornington Holding Limited (in voluntary strike off) | United Kingdom |
| 8499211 | MPF Nominees Limited | United Kingdom |
| 451722 | MPFI INVESTMENTS LIMITED (in members' voluntary liquidation) | Ireland |
| MC-162571 | MQ ABSOLUTE RETURN STRATEGIES - ASIA | Cayman Islands |
| 061160558 | MQ CAPITAL PTY LIMITED | Australia |
| 086438995 | MQ SPECIALIST INVESTMENT MANAGEMENT LIMITED | Australia |
| U51909MH2012FTC2265 | MQG Commodities (India) Private Limited | India |
| 45 | ||
| N.A. (see note) | MQG Commodities (India) Private Limited (Delhi Branch office) | India |
| OGRN 1117746637348 | MRIF LLC | Russian Federation |
| 124335333 | MTF HOLDINGS PTY LIMITED | Australia |
| 003337675 | NANWAY NOMINEES PTY LIMITED | Australia |
| n/a | NDI NO.1 LLC | United States |
| 90-0891597 | New Jersey Boardwalk Lien Investments, LLC | United States |
| B132283 | New World Gaming International S.a.r.l | Luxembourg |
| 46-1504548 | New York Crystal Swan, LLC | United States |
| NewZoom Holdings Inc. | United States | |
| NewZoom, Inc. | United States | |
| BC0883591 | NWG Canada Investments Ltd. | Canada |
| 157723441 | NZ MORTGAGES PTY LTD | Australia |
| 3791037 | NZ MORTGAGES PTY LTD (Branch Office) | New Zealand |
| CR-114570 | O'Farrell Leasing (Holdings) Ltd. | Cayman Islands |
| 27-4650575 | OLF, LLC | United States |
| 26-33383464 | One Call Debt Help LLC | United States |
| 131 233 719 | OPEN BROADBAND AUSTRALIA PTY LTD | Australia |
| OpenFiber Kentucky Company, LLC | United States | |
| 113519823 | OT HOLDINGS PTY LIMITED | Australia |
| 115771992 | OUTPLAN PTY LIMITED | Australia |
| 071982244 | PACIFIC RIM OPERATIONS LIMITED | Australia |
| 26-1286651 | PADUA MG HOLDINGS LLC | United States |
| 66 531 917 920 | PELICAN WAREHOUSE TRUST NO.1 | Australia |
| PEREGRINE SELLER TRUST | Australia | |
| PEREGRINE SERIES TRUST 2009-1 | Australia | |
| 09877838 | Perisher MidCo Limited | United Kingdom |
| 9879899 | Perisher StorageCo Limited | United Kingdom |
| 119964 | Perisher TopCo Limited | Jersey |
| Permian Water Supply Company LLC | United States | |
| 752614982 | Petro Tradelinks Inc. | United States |
| Pipeline Rehabilitation No.4 Trust | Australia | |
| 608629509 | PIQ1 PTY LTD | Australia |
| 529690 | Poseidon InvestCo GP Ireland Limited | Ireland |
| 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 |
| not registered | PUMA GLOBAL TRUST NO.5 | Australia |
| not registered | PUMA GLOBAL TRUST NO.6 | Australia |
| 064904212 | PUMA MANAGEMENT PTY LIMITED | Australia |
| not registered no registered |
PUMA MASTER FUND P-10 PUMA MASTER FUND P-11 |
Australia Australia |
| PUMA MASTER FUND P-8 | Australia | |
| PUMA MASTER FUND P-9 PUMA MASTER FUND S-2 |
Australia Australia |
|
| PUMA MASTERFUND H-1 | Australia | |
| PUMA MASTERFUND P12 | 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 S-10 | Australia | |
| PUMA MASTERFUND S-11 | Australia | |
| PUMA Masterfund S-12 | Australia | |
| PUMA Masterfund S-13 | Australia | |
| PUMA Masterfund S 14 PUMA Masterfund S-14 |
Australia | |
| PUMA MASTERFUND S3 | 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 S4 (Group) | Australia | |
| PUMA SERIES 2014-1 | Australia | |
| PUMA Series 2014-2 | Australia | |
| PUMA Series 2014-3P | Australia | |
| Not registered | PUMA Series 2014-4P | Australia |
| PUMA Series 2015-1 | Australia | |
| PUMA Series 2015-2P | Australia | |
| PUMA SERIES 2015-3 | Australia | |
| PUMA SERIES 2015-4P | Australia | |
| PUMA SERIES 2015-5P | Australia | |
| PUMA Series 2016-1 | Australia | |
| PUMA Series Trust 2013-1 | Australia | |
| not registered | PUMA SUB FUND CRS | Australia |
| Not registered | PUMA SUB FUND GSF | Australia |
| not registered | PUMA SUB FUND SPAN | Australia |
| PUMA SUBFUND B-1 | Australia | |
| PUMA Subfund B-2 | Australia | |
| PUMA SUBFUND COMMBANK | Australia | |
| PUMA Warehouse No.1 | Australia | |
| PUMA Warehouse No.2 | Australia | |
| RC Holdings I LLC | United States | |
| RC Holdings II LLC | United States | |
| 26-5600465 | RED HOLLOW WIND LLC | United States |
| 26-4167476 | Regal Capital Advisors, LLC | United States |
| 26-4203808 | 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 |
| FC029978 | Resource Marine Pte. Limited (UK Establishment) | United Kingdom |
| 23-2828161 | Retirement Financial Services, Inc. | United States |
| 114 594 080 | REVERSE MORTGAGE SERVICES PTY LTD | Australia |
| RISK ADVICE SPECIALISTS PTY LTD | Australia | |
| 153718079 | ||
| U74140MH2008PTC1846 28 |
SBI Macquarie Infrastructure Management Private Limited | India |
| U93093MH2009PTC1962 22 |
SBI Macquarie Infrastructure Trustee Private Limited | India |
| 201420398Z | SELENE INVESTMENTS SINGAPORE PTE. LTD. | Singapore |
| Service Line Warranties of America, Inc. | United States | |
| Service Line Warranties of America, Inc. | United States | |
| BC0996659 | Service Line Warranties of Canada Holdings, Inc. | Canada |
| BC0996652 | Service Line Warranties of Canada, Inc. | Canada |
| 20-5913622 | SHELBY ENERGY HOLDINGS, LLC | United States |
| 464139 | Shichi Limited (in voluntary liquidation) | Ireland |
| 2008/022345/07 | Shieldco Securities S1 (Pty) Limited | South Africa |
| 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 |
| unlisted | SMART ABS Series 2013-1US Trust | Australia |
| not registered | SMART ABS Series 2013-2 US Trust | Australia |
| SMART ABS Series 2013-3 Trust | Australia | |
| SMART ABS Series 2013-4PP Trust | Australia | |
| SMART ABS Series 2014-1 US Trust | Australia | |
| SMART ABS Series 2014-2E TRUST | Australia | |
| SMART ABS Series 2014-3PP Trust | Australia | |
| SMART ABS Series 2014-4 Trust | Australia | |
| SMART ABS Series 2015-1US Trust | Australia | |
| SMART ABS Series 2015-2 Trust | Australia | |
| SMART ABS Series 2015-3US Trust | Australia | |
| SMART ABS SERIES 2015-4E TRUST | Australia | |
| SMART ANZ WAREHOUSE Trust | Australia | |
| SMART J WAREHOUSE TRUST | Australia | |
| SMART O Warehouse Trust | Australia | |
| SMART RBS WAREHOUSE TRUST SMART RBS WAREHOUSE |
Australia |
| unlisted | SMART Series 2012-1US Trust | Australia |
|---|---|---|
| SMART U Warehouse Trust | Australia | |
| 80-0852389 | South Carolina Sandy Tyger Investments, LLC | United States |
| Specialty Finance Holdings, Inc. | United States | |
| Sterling TC Holdings LLC | United States | |
| Sterling TC Property Owner LLC | United States | |
| 34298324 | Stichting Security Trustee E-MAC DE 2009-I | Netherlands |
| HRB80040 | Structural Support Systems Germany GmbH | Germany |
| Summerset Holdings LLC | United States | |
| Summerset Property Owner LLC | United States | |
| MC189031 | SYNTHETIC ASSET FUNDING ENTITY 1 LIMITED | Cayman Islands |
| MC189033 | SYNTHETIC ASSET FUNDING ENTITY 2 LIMITED | Cayman Islands |
| MC189031 | SYNTHETIC ASSET FUNDING ENTITY 3 LIMITED | Cayman Islands |
| TA Trust | Australia | |
| 26-1233254 | TAURUS AEROSPACE GROUP INC. | United States |
| 20-5474013 | Tax Ease CA, LLC | United States |
| 37-1750174 | Tax Ease Company LLC | United States |
| 20-2937172 | Tax Ease Employee Services Company LLC | United States |
| 75-3130882 | Tax Ease Financial Services, LP | United States |
| 41-2228674 | Tax Ease FL REO, LLC | United States |
| 75-3130887 | Tax Ease Funding GP LLC | United States |
| 90-0909796 | Tax Ease Funding Two, LLC | United States |
| 75-3130885 20-2937047 |
Tax Ease Funding, LLC Tax Ease Holdings LLC |
United States United States |
| 20-2937080 | Tax Ease Lien Investments 1 LLC | United States |
| 26-4377481 | Tax Ease Lien Servicing LLC | United States |
| 46-5586117 | Tax Ease NV LLC | United States |
| 20-2937103 | Tax Ease Ohio, LLC | United States |
| 42-1664041 | Tax Ease PA, LLC | United States |
| 113508160 | TELBANE 2 PTY LIMITED | Australia |
| 070142951 | TELBANE PTY LTD | Australia |
| HRB80044 | Tension Services Holdings GmbH | Germany |
| OC315196 | The Bluebell Transportation LLP | United Kingdom |
| OC315171 | The Goonzaran LLP | United Kingdom |
| THE MACQUARIE TOPI40 INVESTMENT TRUST | South Africa | |
| IT1872/2007 | THE MF TRUST | South Africa |
| 80-0939458 | TN - PTH, LLC | United States |
| TRAMS ABS Series 2015-1 | Australia | |
| TRAMS ABS Series 2015-2W | Australia | |
| 49847 | Trichy Tollway Private Limited | India |
| 2012853459 | Tristone Capital Global Inc. | Canada |
| 208568022 | Tristone Capital Inc. | Canada |
| Tristone Capital SA (Argentine Branch) | Argentina | |
| 2012712838 | Tristone Capital SA Ltd | Canada |
| 09648750 | UK NPD Investments GP Limited | United Kingdom |
| 09316859 | UK PPP Investments GP Limited | United Kingdom |
| 085359833 | UPL (SA) PTY LIMITED | Australia |
| 055500902 | UPMILL NOMINEES PTY LIMITED | Australia |
| 081119495 | URBAN PACIFIC PTY LIMITED | Australia |
| 03705740 | Utility Metering Services Limited | United Kingdom |
| 45-2982811 | Utility Service Partners Private Label of Virginia Inc. | United States |
| 20-4282684 | UTILITY SERVICE PARTNERS PRIVATE LABEL, INC. | United States |
| 20-0258843 | UTILITY SERVICE PARTNERS, INC. | United States |
| 107-87-51612 | VALUE LOAN MORTGAGE LLC | Korea, Republic of |
| 8692223 | Wala Holding 2 Limited | United Kingdom |
| WK-166995 | West Portal Leasing Limited | Cayman Islands |
| 20-2937224 | Winslow Lien Investments, LLC | United States |
| 054813080 | WOODROSS NOMINEES PTY. LIMITED | Australia |
| 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 1 page(s) referred to in the Notice of initial substantial holder.
Dennis Leong Company Secretary, Macquarie Group Limited 23 March 2016
Consideration
| Date of change |
Person whose relevant interest changed |
Nature of change | Consideration | Number of securities affected |
Class Person's votes affected |
|
|---|---|---|---|---|---|---|
| 21-Mar-16 | MCAL | Macquarie Capital (Australia) Limited in conjunction with its affiliates ("MCAL") entered into a Block Trade Agreement on 21 March 2016 with entities listed in those agreements (See Annexure C). Pursuant to section 608 of the Corporations Act and the terms of the Block Agreement, MCAL acquired a relevant interest in shares of Nick Scali Limited. |
AUD \$ 3.80 | See Annexure C | ||
| 17-Mar-16 | MBL | On Market Sale | AUD \$4.12 | -4,818 | FPO | 4,818 |
| 17-Mar-16 | MBL | On Market Sale | AUD \$4.10 | -10,182 | FPO | 10,182 |
| 14-Mar-16 | MBL | On Market Purchase | AUD \$4.20 | 184 | FPO | 184 |
| 19-Feb-16 | MBL | Off Market Sale | AUD \$4.35 | -4,556 | FPO | 4,556 |
| 19-Feb-16 | MBL | Off Market Sale | AUD \$4.35 | -31,000 | FPO | 31,000 |
| 19-Feb-16 | MBL | Off Market Purchase | AUD \$4.35 | 31,000 | FPO | 31,000 |
| 19-Feb-16 | MBL | Off Market Purchase | AUD \$4.35 | 4,556 | FPO | 4,556 |
| 12-Feb-16 | MBL | On Market Purchase | AUD \$4.36 | 31,000 | FPO | 31,000 |
| 09-Feb-16 | MBL | On Market Purchase | AUD \$4.39 | 1,336 | FPO | 1,336 |
| 09-Feb-16 | MBL | On Market Purchase | AUD \$4.38 | 3,220 | FPO | 3,220 |
ANNEXURE 'C'
This is the annexure marked 'C' of 17 pages referred to in the Notice of initial substantial holder
Dennis Leong Company Secretary, Macquarie Group Limited 23 March 2016
COMMERCIAL-IN CONFIDENCE
21 March 2016
Scali Consolidated Pty Limited (ABN 63 002 410 559) 3 Birnie Avenue Lidcombe NSW 2141
(the Vendor)
Dear Sirs
Sale of Shares in Nick Scali Limited (ABN 82 000 403 896)
$\mathbf{1}$ . Introduction
This agreement sets out the terms and conditions upon which the Vendor engages Macquarie Capital (Australia) Limited (ABN 79 123 199 548) (Lead Manager) to dispose of 18,421,053 existing fully paid ordinary shares in Nick Scali Limited (ABN 82 000 403 896) (Company) held by the Vendor (Sale Shares) (Sale) and the Lead Manager agrees to procure the disposal of the Sale Shares and to provide underwriting thereof, subject to clause 2, in accordance with the terms of this agreement.
$2.$ Sale of shares
$2.1$ Sale
The Vendor agrees to sell the Sale Shares and the Lead Manager agrees to:
- $(a)$ manage the sale of the Sale Shares by procuring purchasers for the Sale Shares at the price of A\$3.80 per Sale Share (Sale Price); and
- $(b)$ subject to clause 2.7, to underwrite and guarantee the sale of the Sale Shares by purchasing at the Sale Price per Sale Share the Sale Shares which have not been purchased by third party purchasers (or the Lead Manager's Affiliates) in accordance with clause 2.1(a) as at 9.45am on the Trade Date (as defined in the Timetable in Schedule 1) (or such time as the parties agree in writing) (Shortfall Shares).
in accordance with the terms of this agreement. The Lead Manager acknowledges and agrees that the identity of purchasers, and the offers to them, will comply with the requirements of this clause 2 and, subject to the foregoing, may include the Lead Manager's respective Affiliates (as defined in clause 11.5).
$2.2$ Sale and Settlement Date
The Lead Manager will procure that the sale of the Sale Shares under clause 2.1 shall be effected:
- subject to clause 2.2(b), on the Trade Date, by way of one or more special $(a)$ crossings (in accordance with the Operating Rules of ASX) at the Sale Price, with settlement to follow on a T+2 basis in accordance with the ASX Settlement Operating Rules (Settlement Date); and
- in respect of any Restricted Shares (as defined in clause 2.7), in accordance with $(b)$ clause 2.8.
$2.3$ Sale Shares
Subject to clause 8, by 3:00pm on the Settlement Date, the Lead Manager shall arrange for the payment to the Vendor, or to a designee as the Vendor directs, of an amount equal to:
- $(a)$ the Sale Price multiplied by the number of Sale Shares being sold by the Vendor (excluding the number of Restricted Shares retained by the Vendor in accordance with clause 2.7, if any); less
- the fees payable under clause 3 (together with any GST payable on those fees); $(b)$ less
- $(c)$ any withholding amounts required to be withheld under clause 10,
by transfer to the Vendor's account for value (in cleared funds) against delivery of the Sale Shares (excluding the Restricted Shares, if any) being sold by the Vendor.
$2.4$ Timetable
The Lead Manager must conduct the Sale in accordance with the timetable set out in Schedule 1 (Timetable) (unless the Vendor consents in writing to a variation).
2.5 Account Opening
On or before the Trade Date, the Lead Manager or its nominated Affiliate will (where relevant) open an account in the name of the Vendor in accordance with its usual practice, and do all such things necessary to enable it to act as Lead Manager to sell the Sale Shares in accordance with this agreement.
$2.6$ Manner of Sale
- Exempt investors and permitted jurisdictions. The Lead Manager will conduct $(a)$ the Sale by way of an offer only to persons:
- if in Australia, who do not need disclosure under Part 6D.2 of the $(i)$ Corporations Act 2001 (Cth) (Corporations Act);
- if outside Australia, to institutional and professional investors in the $(ii)$ Permitted Jurisdictions (as defined below) but not elsewhere (other than the United States in accordance with this agreement) to whom offers for sale of securities may lawfully be made without requiring the preparation, delivery, lodgement or filing of any prospectus or other disclosure document or any other lodgement, registration or filing with, or approval by, a government agency (other than any such requirement with which the Vendor, in its sole and absolute discretion, is willing to comply), as determined by agreement between the Vendor and the Lead Manager; and
- $(iii)$ in accordance with the foreign offer restrictions provided to the Lead Manager before the execution of this agreement.
- Investor agreements. The Lead Manager will ensure that any Investor that $(b)$ purchases the Sale Shares (other than any Restricted Shares sold in regular brokered transactions on the ASX in accordance with clause 2.8(d) will be required to confirm, including through deemed representations and warranties, among other things:
- its status as an investor meeting the requirements of this clause 2.6 and $(i)$ clause $2.8(f)$ or $(g)$ ; and
its compliance with all relevant laws and regulations (including the $(ii)$ takeover and insider trading provisions of the Corporations Act and the Foreign Acquisitions and Takeovers Act 1974 (Cth)).
Permitted Jurisdictions means Belgium, Denmark, France, Germany, Hong Kong, Ireland, Italy, Luxembourg, Netherlands, New Zealand, Norway, Singapore, Sweden, Switzerland, United Arab Emirates (excluding Dubai International Financial Centre) and United Kingdom.
- $(c)$ Legal and regulatory issues: The Lead Manager will have no obligations under this Agreement unless and until by the relevant time:
- $(i)$ Vendor has, and has procured that the Issuer has completed a due diligence questionnaire to the satisfaction of the Lead Manager prior to execution of this Agreement:
- Vendor procures that at the time specified In the Timetable, the Issuer $(ii)$ announces the Sale (including the Vendor's name and the number of Sale Securities to be sold under the Sale) and any Investor Presentation and any Inside Information and any Material Information (each as defined in the Corporations Act) through the Issuer's ASX Announcement Platform (in substantially the form agreed between the parties); and
- $(iii)$ Vendor procures the Issuer to obtain a trading halt in the Issuer's securities.
- Allocations. Proposed allocations of the Sale Shares to purchasers will be made $(d)$ by the Lead Manager in its sole discretion.
$2.7$ Principal Shares
Notwithstanding anything else in this Agreement the number of Sale Shares which must be purchased by the Lead Manager under the terms of this Agreement (Principal Shares) will be the lesser of:
- the Shortfall Shares; and $(a)$
- the maximum number of the Sale Shares that can be sold to the Lead Manager $(b)$ without breach by the Lead Manager or any of its associates of section 606 of the Corporations Act.
The Lead Manager warrants that the information it provides to the Vendor to enable it to calculate the number of Principal Shares in accordance with this clause 2.7 will, at the time it is given, be accurate. If the number of Principal Shares is less than the number of Shortfall Shares, such difference to be referred to in this Agreement as the Restricted Shares, the Vendor agrees to retain any Restricted Shares, subject to the terms of this Agreement.
$2.8$ Restricted Shares
Advance Amount. By 3:00pm on the Settlement Date, the Lead Manager must $(a)$ advance to the Vendor an amount equal to the number of Restricted Shares (if any) multiplied by the Sale Price (Advance Amount). No interest will be payable on the Advance Amount. The Vendor must repay the Advance Amount from and to the extent that the Vendor receives the proceeds of sale of the Restricted Shares. The outstanding Advance Amount will not be repayable in any circumstances in respect of Restricted Shares not sold by the End Date (as defined in clause 2.8(c) below) and the agency provided for in clause 2.8(c) will terminate at that time or at such earlier time when all Restricted Shares have been sold. If the Vendor receives a dividend or other distribution on a Restricted Share prior to the End Date, where that dividend or distribution was announced on or after the Trade Date, then the
Vendor must pay the after-tax amount of the receipt to the Lead Manager in reduction of the Advance Amount applicable to that Restricted Share.
- Repayment. The Lead Manager will automatically apply any proceeds of sale of $(b)$ the Restricted Shares as agent against repayment of the Advance Amount by the Vendor, immediately upon receipt of those proceeds.
- $(c)$ Restricted Shares. If there are Restricted Shares, then the Lead Manager will sell, as agent for the Vendor, in the ordinary course of the Lead Manager's business, the Restricted Shares by the date that is 90 Business Days after the date of this Agreement (End Date). The Vendor must comply with directions of the Lead Manager to transfer Restricted Shares in order to settle any such sale, provided that all sales must be effected by 7.00 pm on the End Date;
- Execution of sale of Restricted Shares. The Lead Manager agrees that the sale $(d)$ of the Restricted Shares will be effected by way of one or more special crossings in accordance with the Operating Rules of the ASX and the ASX Settlement Operating Rules, and/or by way of one or more regular brokered transactions on the ASX on the condition that neither it, nor any person acting on its behalf, knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States. Settlement of Restricted Shares sold in this manner will occur on a T + 2 basis, (where T represents the date on which the relevant share was sold).
- Interest in Restricted Shares. The parties acknowledge that the Lead Manager $(e)$ does not acquire any interest in the Restricted Shares (if any) or any rights in them (by way of security or otherwise) in respect of them except as agent for the sale of those shares.
- U.S. Securities Act The Sale Shares shall only be offered and sold:
- to persons that are not in the United States in "offshore transactions" (as defined in $(f)$ Rule 902(h) under the U.S. Securities Act of 1933 (U.S. Securities Act)) in reliance on Regulation S under the U.S. Securities Act (Regulation S); or
- to dealers or other professional fiduciaries organised, incorporated or (if an $(g)$ individual) resident in the United States that are acting for an account (other than an estate or trust) held for the benefit or account of persons that are not "U.S. persons" (as defined in Rule 902(k)(2)(i) of Regulation S) for which they have, and are exercising, investment discretion within the meaning of Rule 902(k)(2)(i) of Regulation S (Eligible U.S Fund Managers) in relation on Regulation S, and each party and its Affiliates and any person acting on behalf of that party have complied with, and will comply with the offering restriction requirements in Regulation S.
3. Fees and costs
- In consideration of performing its obligations under this agreement the Lead $(a)$ Manager shall be entitled to such fees as the parties agree.
- $(b)$ The parties will each bear their own legal costs (if any) and all their other out-ofpocket expenses (if any) in connection with this agreement and the transactions contemplated by it.
4. Representations and Warranties
$4.1$ Representations and warranties by Vendor
As at the date of this agreement and on each day until and including the Settlement Date (or in the case where clause 2.7 applies in respect of the Lead Manager, 3 Business Days after the
End Date), the Vendor represents and warrants to the Lead Manager that each of the following statements is true, accurate and not misleading:
- (body corporate) it is a body corporate validly existing and duly established under $(a)$ the laws of its place of incorporation;
- $(b)$ (capacity) it has full legal capacity and power to enter into this agreement and to carry out the transactions that this agreement contemplates;
- $(c)$ (authority) it has taken, or will have taken by the time required, all corporate action that is necessary or desirable to authorise its entry into this agreement and its carrying out of the transactions that this agreement contemplates;
- $(d)$ (agreement effective) this agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms:
- $(e)$ (ownership, encumbrances) it is the registered holder and sole legal owner of the Sale Shares and will transfer the full legal and beneficial ownership of those Sale Shares free and clear of all liens, charges, security interests, claims, equities and pre-emptive rights, subject to registration of the transferee(s) in the register of shareholders of the Company:
- (Sale Shares) following sale by it, the Sale Shares will rank equally in all respects $(f)$ with all other outstanding ordinary shares of the Company, including their entitlement to dividends:
- (Cleansing statement) the cleansing notices will include all 'excluded information", $(g)$ as defined in the Corporations Act and will not be misleading or deceptive, including by omission and following the issue of cleansing notices, as contemplated by this agreement, the Sale Shares may be offered for sale on the financial market operated by ASX without disclosure to investors under Part 6D.2 of the Corporations Act:
- (power to sell) it has the corporate authority and power to sell the Sale Shares $(h)$ under this agreement and no person has a conflicting right, whether contingent or otherwise, to purchase or to be offered for purchase the Sale Shares;
- (no insider trading offence) at the time of execution of this Agreement by the $(i)$ Vendor, the sale of the Sale Shares will not constitute a violation by it of Division 3 of Part 7.10 of the Corporations Act;
- (breach of law) it will perform its obligations under this Agreement so as to comply $(i)$ with all applicable laws in Australia, including in particular the Corporations Act and the FATA, the United States of America and the jurisdictions specified in clause $2.6(a)(ii);$
- (Escrow) Vendor represents and warrants that it will not from the date of this $(k)$ Agreement until the day following the announcement of the Issuer's financial results for the financial year ending 30 June 2016 to ASX (the "Escrow Period"). Deal in all or any of the fully paid ordinary shares held by it in the Issuer ("Remaining Securities") after the sale of the Sale Securities pursuant to this Agreement, excluding:
- $(i)$ a repurchase (whether by buy-back, reduction of capital or other means) of Remaining Securities by the Issuer;
- any acceptance by the Vendor of a takeover offer for the Issuer in $(ii)$ accordance with Chapter 6 of the Corporations Act or transfer pursuant to a scheme of arrangement under Part 5.1 of the Corporations Act; and
$(iii)$ a sale, transfer, or disposal to a third party where it is a condition of the sale that the third party announce an intention to acquire, or propose a transaction to acquire, greater than 50% of all Remaining Securities.
Each party to this Agreement acknowledges that the representation and warranty in clause $4.1(k)$ :
- $(i)$ is not intended to and does not give the Lead Manager any power to dispose of, or control the disposal of, the Remaining Securities the subject of the representation and warranty and a breach of the representation and warranty in those circumstances will only give rise to a right to damages and the parties acknowledge that, in such circumstances, damages are an adequate remedy for a breach of the representation and warranty; and
- has been provided to only address the financial consequences of the Vendor $(iii)$ disposing of, or dealing with, any Remaining Securities held by it and each party to this Agreement acknowledges that the Lead Manager is not entitled to a remedy of specific performance for a breach of the representation and warranty in clause 4.1(k) and has no right to prevent or restrict any Dealing that may give rise to a breach of the representation and warranty in clause $4.1(k)$ .
For the purposes of clause 4.1(k), "Deal", in respect of the "Remaining Securities", means:
- sell, assign, transfer or otherwise dispose of; $(i)$
- agree or offer to sell, assign, transfer or otherwise dispose of; $(ii)$
- enter into any option which, if exercised (whether such exercise is subject to $(iii)$ conditions or otherwise) enables or requires the Vendor to sell, assign, transfer or otherwise dispose of; or
- decrease or agree to decrease an economic interest in, $(iv)$
- the Remaining Securities. $(v)$
(Vendor U.S representations)
- none of it, any of its Affiliates or any person acting on behalf of any of them (other $(1)$ than the Lead Manager or its Affiliates or any person acting on behalf of any of them, as to whom it makes no representation) has offered or sold, or will offer or sell, any of the Sale Shares in the United States, using any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the U.S. Securities Act:
- $(m)$ with respect to those Sale Shares sold in reliance on Regulation S, none of it, any of its Affiliates, or any person acting on behalf of any of them (other than the Lead Manager or its Affiliates or any person acting on behalf of any of them, as to whom it makes no representation) has engaged or will engage in any "directed selling efforts" (as that term is defined in Rule 902(c) under the U.S. Securities Act);
- to the best of its knowledge, the Company is a 'foreign private issuer' as defined in $(n)$ Rule 405 under the U.S. Securities Act and there is no 'substantial U.S. market interest' (as defined in Rule 902(j) under the U.S. Securities Act) in the Sale Shares or any security of the same class or series as the Sale Shares;
-
neither it nor any of its Affiliates has taken or will take, directly or indirectly, any $(0)$ action designed to, or that might reasonably be expected to, cause or result in the stabilisation or manipulation of the price of the Sale Shares in violation of any applicable law;
-
none of it, any of its Affiliates or any person acting on behalf of any of them (other $(p)$ than the Lead Manager or its Affiliates or any person acting on behalf of any of them, as to whom it makes no representation or warranty), has solicited any offer to buy, offered to sell or sold, and none of them will solicit any offer to buy, offer to sell or sell in the United States or to, or for the account or benefit of, any person in the United States any security which could be integrated with the sale of the Sale Shares in a manner that would require the offer and sale of the Sale Shares to be registered under the U.S. Securities Act; and
- subject to compliance by the Lead Manager with its obligation under clauses 4.2(e) $(q)$ to 4.2(i) of this Agreement, it is not necessary to register the offer and sale of the Sale Shares, and the initial resale of the Sale Shares by the Lead Manager, in the manner contemplated by this Agreement under the U.S. Securities Act, it being understood that it makes no representation or warranty about any subsequent resale of the Sale Shares.
$4.2$ Representations and warranties of Lead Manager
As at the date of this Agreement and on each day until and including the Settlement Date (or in the case where clause 2.7 applies in respect of the Lead Manager, 3 Business Days after the End Date), the Lead Manager represents to the Vendor that each of the following statements is correct:
- (body corporate) It is a body corporate validly existing and duly established and $(a)$ duly incorporated under the laws of its place of incorporation;
- (capacity) it has full legal capacity and power to enter into this Agreement and to $(b)$ carry out the transactions that this Agreement contemplates;
- (authority) it has taken, or will have taken by the time required, all corporate action $(c)$ that is necessary or desirable to authorise its entry into this Agreement and its carrying out of the transactions that this Agreement contemplates; and
- $(d)$ (agreement effective) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
(Lead Manager U.S representations)
- it acknowledges that the offer and sale of the Sale Shares have not been and will $(e)$ not be registered under the U.S. Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act;
- $(f)$ none of it, its Affiliates nor any person acting on behalf of any of them has solicited offers for or offered to sell, and none of them will solicit offers for, or offer or sell, the Sale Shares in the United States, using any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the U.S. Securities Act;
- it, its Affiliates and any person acting on behalf of any of them has offered and sold $(g)$ the Sale Shares, and will offer and sell the Sale Shares:
- to persons that are not in the United States and are not acting for the $(i)$ account or benefit of, persons in the United States in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act) in accordance with Regulation S:
- with respect to those Sale Shares sold in reliance on Regulation S, none of it, its $(h)$ Affiliates nor any person acting on behalf of any of them has engaged or will
engage in any "directed selling efforts" (as that term is defined in Rule 902(c) under the U.S. Securities Act); and
$(i)$ neither it nor any of its Affiliates has taken or will take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in the stabilisation or manipulation of the price of the Sale Shares in violation of any applicable law.
$4.3$ Reliance
Each party giving a representation and warranty acknowledges that the other parties have relied on the above representations and warranties in entering into this agreement and will continue to rely on these representations and warranties in performing their obligations under this agreement. The above representations and warranties continue in full force and effect notwithstanding completion of this agreement.
$4.4$ Notification
Each party agrees that it will tell the other parties immediately upon becoming aware of any of the following occurring prior to the completion of the sale of the Sale Shares:
- any change affecting any of the foregoing representations and warranties; or $(a)$
- any of the foregoing representations or warranties becoming materially untrue or $(b)$ incorrect.
5. Undertakings
$5.1$ Restricted Activities
The Vendor undertakes to the Lead Manager to:
- not, prior to settlement on the Settlement Date commit, be involved in or acquiesce $(a)$ in any activity which breaches:
- the Corporations Act and any other applicable laws; $(i)$
- $(ii)$ its constitution;
- $(iii)$ the ASX Listing Rules;
- $(iv)$ any legally binding requirement of ASIC or the ASX, as they apply to the Vendor; and
- $(b)$ immediately notify the Lead Manager of any breach of any warranty or undertaking given by it under this Agreement;
each of these undertakings being material terms of this Agreement.
5.2 U.S. opinion
Not applicable.
Cleansing Notices 53
The Vendor must, and must procure that the Company does, give to ASX cleansing statements pursuant to section 708A(5)(e)(ii) of the Corporations Act (as amended by ASIC Class Order 08/25):
- in respect of the sale of the Sale Shares, by 9.00am on the Business Day after the $(a)$ Trade Date; and
- in respect of the sale of any Restricted Securities within the 5 Business Day period $(b)$ referred to in sections 708A(6)(a)(ii) of the Corporations Act (as amended by ASIC Class Order 08/25 as aforesaid) provided that this sub-clause (b) shall only apply if and to the extent that the Vendor remains a controller of the Company for the purposes of sections 707(5) of the Corporations Act at the time of sale of any Restricted Securities.
6. Indemnity
- The Vendor agrees with the Lead Manager that it will keep the Lead Manager and its Affiliates $6.1$ and their respective directors, officers and employees (Indemnified Parties) indemnified against any direct or indirect losses, damages, liabilities, costs, claims, actions and demands (including any expenses arising in connection therewith on a dollar for dollar basis) (Losses) to the extent that such Losses are incurred in connection with this Agreement or as a result of a breach of this Agreement by the Vendor, including any breach of any of the above representations, warranties or undertakings given by the Vendor, and will reimburse the Lead Manager for all out of pocket costs, charges and expenses on a dollar for dollar basis which it may reasonably pay or incur in connection with investigating, disputing or defending any such action, demand or claim for which it is indemnified under this Agreement.
- The indemnity in clause 6.1 does not extend to and is not to be taken as an indemnity against $6.2$ any Losses of an Indemnified Party to the extent any Losses are finally judicially determined to have resulted from:
- any fraud, recklessness, wilful misconduct or gross negligence of the Indemnified $(a)$ Party
- any penalty or fine which the Indemnified Party is required to pay for any $(b)$ contravention of any law; or
- any amount in respect of which the indemnity would be illegal, void or $(c)$ unenforceable under any applicable law;
save to the extent such Losses are caused, induced or contributed to by an act or omission of a third party or of the Vendor or a person acting on behalf of the Vendor. In all cases, Losses do not include losses, damages or costs of subscription suffered solely as a result of the Lead Manager performing its obligations under clause 2.1(b).
- The Vendor also agrees that no Indemnified Party will have any liability to the Vendor, any of 6.3 its Affiliates or any of their respective directors, officers, employees, advisers, representatives or agents of any of them or any of the Vendor' security holders or creditors for any Loss suffered by any of them in relation to any event to which indemnity applies. This release does not apply to the extent that any Losses are finally judicially determined to have resulted from any fraud, recklessness, wilful misconduct or gross negligence of the Indemnified Party save to the extent such Losses are caused, induced or contributed to by an act or omission on the part of any unrelated third party or of the Vendor or a person acting on behalf of the Vendor.
- 6.4 The Vendor and each Indemnified Party must not settle any action, demand or claim to which the Indemnity in clause 6.1 relates without the prior written consent of the Vendor or the Lead Manager, as applicable, such consent not to be unreasonably withheld.
- The indemnity in clause 6.1 and the release in clause 6.3 are continuing obligations, separate 6.5 and independent from the other obligations of the parties under this Agreement and survive termination or completion of this Agreement. It is not necessary for the Lead Manager to incur expense or make payment before enforcing the indemnity.
-
The indemnity in clause 6.1 is granted to the Lead Manager both for itself and on trust for each 6.6 of the Indemnified Parties.
-
Subject to clause 6.8, the parties agree that if for any reason the indemnity in clause 6.1, is unavailable or insufficient to hold harmless any Indemnified Party against any Losses against which the Indemnified Party is stated to be indemnified (other than expressly excluded), the respective proportional contributions of the Vendor and the Indemnified Party or the Indemnified Parties in relation to the relevant Losses will be as agreed, or failing agreement as determined by a court of competent jurisdiction, having regard to the participation in, instigation of or other involvement of the Vendor and the Indemnified Party or the Indemnified Parties in the act complained of, having particular regard to relative intent, knowledge, access to information and opportunity to correct any untrue statement or omission.
- The Vendor agrees with each of the Indemnified Parties that in no event will the Lead Manager $6.8$ and its associated Indemnified Parties be required to contribute under clause 6.7 to any Losses in an aggregate amount that exceeds the aggregate of the fees paid to the Lead Manager under this Agreement.
- 6.9 If an Indemnified Party pays an amount in relation to Losses where it is entitled to contribution from the Vendor under clause 6.7 the Vendor agrees promptly to reimburse the Indemnified Party for that amount.
- If the Vendor pays an amount to the Indemnified Parties in relation to Losses where it is 6.10 entitled to contribution from the Indemnified Parties under clause 6.7 the Indemnified Parties must promptly reimburse the Vendor for that amount.
$\overline{7}$ . Announcements
- $7.1$ Prior to announcement of the Sale, the Vendor and the Lead Manager will consult each other in respect of any material public releases by any of them concerning the sale of the Sale Shares except:
- $(a)$ where disclosure is required or requested by applicable law, a legal or regulatory authority or the ASX Listing Rules;
- where disclosure is made to an adviser or to a person who must know for the $(b)$ purposes of this Agreement, on the basis that the adviser or person keeps the information confidential; and
- to a person to the extent reasonably necessary in connection with any actual or $(c)$ potential claim or judicial or administrative process involving that party in relation to the Sale.
- The Lead Manager may, after completion of its other obligations under this Agreement, place $72$ advertisements in financial and other newspapers and journals at its own expense describing their service to the Vendor provided such advertisements are in compliance with all applicable laws, including the securities laws of Australia, the United States and any other jurisdiction and are consistent with other publicly available information in relation to the subject matter of the announcement.
Event of termination 8.
Right of termination. 8.1
If, at any time during the Risk Period (as defined in clause 8.4) any of the matters in this clause 8.1 occur, then the Lead Manager may terminate this Agreement without cost or liability to itself at any time before the expiry of the Risk Period by giving written notice to the Vendor.
- (*) Breach: the Vendor is in default of any of the terms and conditions of this $(a)$ .
Agreement or breaches any representation, warranty or undertaking given or made by it under this Agreement; - ASX actions: ASX does any of the following: $(b)$
6.7
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- announces that the Issuer will be removed from the official list of ASX or $(i)$ ordinary shares in the Issuer will be suspended from quotation (other than with the approval (not to be unreasonably withheld or delayed), or at the request, of the Lead Manager;
- (ii) removes the Issuer from the official list; or
- (iii) suspends the trading of ordinary shares in the Issuer for any period of time (excluding any trading halt put in place in connection with, or to facilitate, the Sale).
- ASIC inquiry: ASIC issues or threatens to issue proceedings in relation to the Sale $(c)$ or commences, or threatens to commence any inquiry or investigation in relation to the Sale.
- (*) Adverse Change: An event or series of events (including, without limitation, a $(d)$ change in Australian or international financial, economic or political conditions) which, in the reasonable opinion of the Lead Manager, has, or once disclosed will have, an adverse effect on:
- $(i)$ the Issuer;
- $(i)$ the Vendor:
- the Lead Manager: $(iii)$
- $(iv)$ the Sale; or
- the ability of the Lead Manager to procure purchasers for the Sale Securities $(v)$ at the Sale Price.
- $(e)$ Market fall: if the ASX all ordinaries index falls at any time by 10% between the date of this Agreement and completion of the Sale.
- (*) Banking moratorium. A general moratorium on commercial banking activities in $(f)$ Australia, New Zealand, the United States, Hong Kong, Singapore or the United Kingdom is declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries.
- (*) Change in law: there is introduced, or there is a public announcement of a $(g)$ proposal to introduce, into the Parliament of the Commonwealth of Australia, a new law, or the Government of the Commonwealth of Australia, the Reserve Bank of Australia or any Minister or other governmental authority of the Commonwealth of Australia adopts or announces a proposal to adopt a new policy (other than a law or policy which has been announced before the date of this Agreement).
8.2 Materiality
No event listed in clause 8.1 that includes an asterisk (*) entitles the Lead Manager to exercise its termination rights unless, in the bona fide opinion of the Lead Manager, it:
- $(a)$ has, or would reasonably be expected to have, a material adverse effect on:
- the willingness of persons to purchase the Sale Shares; or $(i)$
- the price at which ordinary shares in the Company are sold on the ASX; or $(ii)$
- would reasonably be expected to give rise to a liability of the Lead Manager under $(b)$ the Corporations Act or any other applicable law.
Effect of termination 8.3
Where, in accordance with this clause 8, the Lead Manager terminates its obligations under this Agreement:
- the obligations of the Lead Manager under this Agreement immediately end; and $(a)$
- any entitlements of the Lead Manager accrued under this Agreement, including the $(b)$ right to be indemnified, up to the date of termination survive.
Risk Period 8.4
For the purposes of this clause, the "Risk Period" means the period commencing on the execution of this Agreement and ending at 10.00am on the Settlement Date.
GST 9.
$9.1$ Input Tax Credit
Any fees which the parties agree to be payable to the Lead Manager and any other amounts payable to the Lead Manager under this Agreement are to be agreed and calculated to be exclusive of GST. However, if any amounts payable to the Lead Manager under this Agreement are calculated by reference to a cost or expense incurred by the Lead Manager, the amount payable to the Lead Manager under any other provision of this Agreement must be reduced by the amount of any input tax credit to which the Lead Manager reasonably determines it (or the representative member of the same GST group of which the Lead Manager is a member) is entitled for an acquisition in connection with that cost or expense.
9.2 Tax invoice
If any supply made under this Agreement is a taxable supply, the entity making the taxable supply (Supplier) must issue a valid tax invoice to the party providing the consideration for that taxable supply (Recipient). The tax invoice issued by the Supplier must comply with GST law and it should set out in detail (but not be limited to) the nature of the taxable supply, the consideration attributable to the taxable supply, the amount of GST payable by the Supplier in connection with the taxable supply and any other details reasonably requested by the Recipient. The GST amount means, in relation to a taxable supply, the amount of GST for which the Supplier is liable in respect of the taxable supply (GST Amount).
9.3 Timing of Payment
Subject to receipt of a valid tax invoice, the Recipient must pay the GST Amount in connection with a taxable supply made by the Supplier to the Recipient at the same time that the Recipient must provide the consideration for that taxable supply (under the other provisions of this Agreement), or if later, within 5 business days of the Recipient receiving a tax invoice for that taxable supply.
9.4 Payment Differences
If the GST payable by the Supplier in connection with the taxable supply differs from the GST Amount paid by the Recipient under this clause, the Supplier must repay any excess to the Recipient or the Recipient must pay any deficiency to the Supplier, as appropriate within 5 business days of the Supplier providing the Recipient with a written notification regarding the difference in the GST payable. Where the difference in the GST payable results from an adjustment event, the written document at on provided by the Supplier under this clause must include an adjustment note or tax invoice as required by the GST law.
9.5 Defined Terms
The references to "GST" and other terms used in this Agreement (except Recipient and GST Amount) have the meaning given to those terms by the A New Tax System (Goods and Services Tax) Act 1999 (as amended from time to time). However, any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause 9.
9.6 References
A reference to something done (including a supply made) by a party includes a reference to something done by any entity through which that party acts.
10. Withholding Tax
If any amounts payable by the Lead Manager to the Vendor under this Agreement become subject to any regulatory withholding notices, the amount payable by the Lead Manager to the Vendor under this Agreement will be reduced by the withholding amount set out under any such notice.
$11.$ Miscellaneous
$11.1$ Entire agreement
This agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that matter.
$11.2$ Governing law
This agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales, and waives any right to claim that those courts are an inconvenient forum.
$11.3$ No assignment
No party may assign its rights or obligations under this agreement without the prior written consent of the other parties.
11.4 Notices
Any notice, approval, consent, agreement, waiver or other communication in connection with this agreement must be in writing.
11.5 Affiliates
In this agreement the term "Affiliates" means any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a person; "control" (including the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management. policies or activities of a person, whether through the ownership of securities by contract or agency or otherwise and the term "person" is deemed to include a partnership.
11.6 Business Day
In this agreement "Business Day" means a day on which:
- ASX is open for trading in securities; and $(a)$
- banks are open for general banking business in Sydney, Australia. $(b)$
$11.7$ Interpretation
In this agreement:
- headings and sub-headings are for convenience only and do not affect $(a)$ interpretation;
- $(b)$ a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;
- $(c)$ a reference to "dollars" and "\$" is to Australian currency;
- $(d)$ a reference to a right or obligation of any 2 or more persons confers that right, or imposes that obligation, severally and not jointly and severally; and
- $(e)$ all references to time are to Sydney, New South Wales, Australia time.
11.8 Severability
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will be ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That will not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
11.9 Waiver and variation
A provision of or right vested under this Agreement may not be:
- waived except in writing signed by the party granting the waiver, or $(a)$
- $(b)$ varied except in writing signed by the parties.
11.10 No merger
The rights and obligations of the parties will not merge on the termination or expiration of this Agreement. Any provision of this Agreement remaining to be performed or observed by a party, or having effect after the termination of this Agreement for whatever reason remains in full force and effect and is binding on that party.
11.11 Counterparts
This agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one agreement.
11.12 Acknowledgement
The Vendor acknowledges that:
- the Lead Manager is not obliged to disclose to a Vendor or utilise for the benefit of $(a)$ the Vendor, any non-public information which the Lead Manager obtains in the normal course of its business where such disclosure or use would result in a breach of any obligation of confidentiality and any internal Chinese wall policies of the Lead Manager:
- without prejudice to any claim the Vendor may have against the Lead Manager, no $(b)$ proceedings may be taken against any director, officer, employee or agent of the Lead Manager in respect of any claim that the Vendor may have against the Lead Manager:
-
it is contracting with the Lead Manager on an arm's length basis to provide the $(c)$ services described in this agreement and the Lead Manager has not and is not assuming any duties or obligations (fiduciary or otherwise) in respect of it other than those expressly set out in this Agreement;
-
$(d)$ in performing this Agreement, the Lead Manager will rely on the information provided to it by or on behalf of the Vendors and information in the public domain without having independently verified the same, and the Lead Manager does not assume any responsibility for the accuracy or completeness of such information for which, in the case of information provided to the Lead Manager by or on behalf of the Vendor, the Vendor will be solely responsible;
- the Lead Manager may perform the services contemplated by this Agreement in $(e)$ conjunction with its respective Affiliates, and any Affiliates performing these services are entitled to the benefits of and are subject to the terms of this Agreement; and
- $(f)$ the Lead Manager is a full service securities and corporate advisory firm and, along with its respective Affiliates, the Lead Manager is engaged in various activities, including writing research, securities trading, investment management, financing and brokerage activities and financial planning and benefits counselling for both companies and individuals. In the ordinary course of these activities, the Lead Manager, its Affiliates, employees and officers may be providing, or may be in the future providing, financial or other services to other parties with conflicting interests to the Vendor and may receive fees for those services and may actively trade the debt and equity securities (or related derivative securities) for the Lead Manager's own account and for the account of their customers and may at any time hold long and short positions in such securities.
Yours sincerely,
Signed for
Macquarie Capital (Australia) Limited
by its attorneys Mh
Attorney
WARBURTON MAAK
Attorney
ARAAH HOLMES
Accepted and agreed to as of the date of this agreement:
Executed by Scali Consolidated Pty Limited
(ABN 63 002 410 559) under section 127 of the
Corporations Act 2001 (Cth):
Signature of sole director/secretary
Anthony Scali
Full name of director
Schedule 1
$\sim$
Timetable
| Key events | Date |
|---|---|
| Bookbuild | 21 March 2016 |
| Trade Date (T). (Special crossing/s by) | 22 March 2016 |
| Settlement Date $(T + 2)$ | 24 March 2016 |
| End Date | 21 June 2016 |