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PEET LIMITED — Major Shareholding Notification 2021
May 6, 2021
65600_rns_2021-05-06_6925897c-4410-48dd-9742-7d3d124ddf6f.pdf
Major Shareholding Notification
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Form 603 Corporations Act 2001
Section 671B
Notice of initial substantial holder
| To Company Name/Scheme | PEET LIMITED | |||
|---|---|---|---|---|
| ACN/ARSN | 008 665 834 … |
|||
| 1. Details of substantial holder (1) |
||||
| Name | Morgan Stanley and its subsidiaries listed in Annexure A | |||
| ACN/ARSN (if applicable) | Not Applicable | |||
| The holder became a substantial holder on | May 05, 2021 |
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 (4) | Number of securities | Person's votes (5) | Voting power (6) |
|---|---|---|---|
| Ordinary Shares | 24,591,860 | 24,591,860 | 5.09% |
| Based on 483,300,489 Ordinary Shares Outstanding |
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 (7) | Class and number of securities |
|---|---|---|
| Morgan Stanley & Co. International plc |
Holder of securities subject to an obligation to return under a prime brokerage agreement. |
24,168,181 Ordinary Shares |
| Morgan Stanley & Co. International plc |
Shares held or in respect of which the holder may exercise control over disposal in the ordinary course of sales and trading businesses. |
422,949 Ordinary Shares |
| Morgan Stanley Australia Securities Limited |
Shares held or in respect of which the holder may exercise control over disposal in the ordinary course of sales and trading businesses. |
730 Ordinary Shares |
| Each of the entities (as listed in Annexure A) in the Morgan Stanley group upstream of the above entities |
Each of the above entities is a body corporate that each upstream entity controls and therefore has the relevant interests that the above entities collectively have. |
24,591,860 Ordinary Shares(N.B.: Total of the above direct interest) |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest | Registered holder of securities | Person entitled to be registered as holder (8) |
Class and number of securities |
|---|---|---|---|
| Morgan Stanley & Co. International plc | HSBC Custody Nominees (Australia) Limited |
Not Applicable | 24,591,130 Ordinary Shares |
| Morgan Stanley Australia Securities Limited |
Morgan Stanley Australia Securities (Nominee) Pty Limited |
Not Applicable | 730 Ordinary Shares |
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 (9) | Class and number interest of securities |
|
|---|---|---|---|---|
| Cash Non-cash |
||||
| Morgan Stanley Australia Securities Limited | 01/21/2021 | 130.01 | Buy | 107 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 01/21/2021 | 1.18 | Buy | 1 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 01/22/2021 | 321.28 | Buy | 256 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 01/22/2021 | 318.75 | Buy | 255 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 01/27/2021 | 12.80 | Buy | 10 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 01/27/2021 | 530.04 | Buy | 419 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 01/27/2021 | 7.62 | Buy | 6 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 01/27/2021 | 1,888.78 | Buy | 1,505 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 01/27/2021 | 3.83 | Buy | 3 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 01/27/2021 | 1,581.30 | Buy | 1,255 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 02/11/2021 | 1.27 | Buy | 1 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 02/11/2021 | 2.48 | Buy | 2 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 02/11/2021 | 2.51 | Buy | 2 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 02/11/2021 | 2.52 | Buy | 2 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 02/12/2021 | 1.24 | Buy | 1 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 02/12/2021 | 95.94 | Buy | 78 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 02/12/2021 | 1.25 | Buy | 1 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 03/02/2021 | 2.32 | Buy | 2 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 03/02/2021 | 3.51 | Buy | 3 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 03/02/2021 | 38.45 | Buy | 33 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 03/02/2021 | 1.16 | Buy | 1 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 03/15/2021 | 2.26 | Buy | 2 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 03/15/2021 | 2.25 | Buy | 2 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 03/15/2021 | 1.14 | Buy | 1 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 03/15/2021 | 2.28 | Buy | 2 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 03/16/2021 | 3.42 | Buy | 3 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 03/26/2021 | 300.15 | Buy | 261 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 03/30/2021 | 398.39 | Buy | 351 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 03/30/2021 | 5.75 | Buy | 5 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 04/01/2021 | 45.44 | Buy | 39 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 04/01/2021 | 306.24 | Buy | 264 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 04/07/2021 | 476.76 | Buy | 411 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 04/14/2021 | 1,021.25 | Buy | 817 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 04/21/2021 | 216.90 | Buy | 180 Ordinary Shares |
| Morgan Stanley & Co. International plc | 04/21/2021 | N/A | Collateral Received | 14,436,570 Ordinary Shares |
| Morgan Stanley & Co. International plc | 04/23/2021 | N/A | Collateral Received | 3,646,145 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 04/26/2021 | 1,461.63 | Buy | 1,174 Ordinary Shares |
| Morgan Stanley & Co. International plc | 04/27/2021 | N/A | Collateral Received | 22,477,799 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 04/29/2021 | 742.28 | Buy | 616 Ordinary Shares |
| Morgan Stanley Australia Securities Limited | 04/30/2021 | 732.36 | Buy | 593 Ordinary Shares |
| Morgan Stanley & Co. International plc | 04/30/2021 | N/A | Collateral Received | 4,311,289 Ordinary Shares |
|---|---|---|---|---|
| Morgan Stanley & Co. International plc | 05/04/2021 | N/A | Collateral Received | 18,123,768 Ordinary Shares |
| Morgan Stanley & Co. International plc | 05/05/2021 | N/A | Collateral Received | 6,011,357 Ordinary Shares |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| Morgan Stanley & Co. International plc | Is a body corporate controlled by each upstream entity as listed in Annexure A |
| Morgan Stanley Australia Securities Limited | Is a body corporate controlled by each upstream entity as listed in Annexure A |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Morgan Stanley | 1585 Broadway, New York, New York, 10036, USA. |
| Morgan Stanley & Co. International plc | Legal & Compliance Department, 25 Cabot Square, Canary Wharf, London, E14 4QA, UNITED KINGDOM. |
| Morgan Stanley Australia Securities Limited | Level 39, Chifley Tower, 2 Chifley Square, Sydney, 2000, AUSTRALIA. |
Signature
| print name | Wilson Li | capacity | Vice President |
|---|---|---|---|
| sign here | date | May 07, 2021 | |
Annexure A
| List of Morgan Stanley and its subsidiaries that have a relevant interest or deemed to have a relevant interest in the shares or units stated in Section 3. | ||
|---|---|---|
| Name |
|---|
| └─┬─Morgan Stanley |
| └─┬─Morgan Stanley International Holdings Inc. |
| ├─┬─Morgan Stanley (Australia) Securities Holdings Pty Limited |
| │ └───Morgan Stanley Australia Securities Limited |
| └─┬─Morgan Stanley International Limited |
| └─┬─Morgan Stanley Investments (UK) |
| └───Morgan Stanley & Co. International plc |
Signature
| print name | Wilson Li | capacity | Vice President | |
|---|---|---|---|---|
| sign here | date | May 07, 2021 | ||
DIRECTIONS
- (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
- (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
- (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
- (4) The voting shares of a company constitute one class unless divided into separate classes.
- (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
- (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
- (7) Include details of:
- (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
- (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
- (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown.'"
- (9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
GUIDE This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 603.
| Signature | This form must be signed by either a director or a secretary of the substantial holder. | ||||
|---|---|---|---|---|---|
| Lodging period | Nil | ||||
| Lodging Fee | Nil | ||||
| Other forms to be completed |
Nil | ||||
| Additional information | (a) | If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form. |
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| (b) | This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange. |
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| (c) The person must give a copy of this notice: |
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| (i) | within 2 business days after they become aware of the information; or | ||||
| (ii) | by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the information if: |
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| (A) | a takeover bid is made for voting shares in the company or voting interests in the scheme; and | ||||
| (B) | the person becomes aware of the information during the bid period. | ||||
| To make any annexure conform to the regulations, you must | |||||
| Annexures | 1 | use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides | |||
| 2 | show the corporation name and ACN or ARBN | ||||
| 3 | number the pages consecutively | ||||
| 4 | print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied | ||||
| 5 | identify the annexure with a mark such as A, B, C, etc | ||||
| 6 | endorse the annexure with the words: | ||||
| This is annexure (mark) of (number) pages referred to in form (form number and title) | |||||
| 7 | sign and date the annexure. The annexure must be signed by the same person(s) who signed the form. |
||||
Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.
Annexure B:
This is Annexure B referred to in the Form 603: Notice of becoming a substantial holder issued by Morgan Stanley and its subsidiaries. The following is description of the securities lending agreements referenced in the accompanying Form 603.
| Schedule | ||||
|---|---|---|---|---|
| Type of Agreement | International Prime Brokerage Agreement | |||
| Parties to agreement | Morgan Stanley & Co. International plc for itself and as agent and | |||
| trustee for and on behalf of the other Morgan Stanley Companies | ||||
| and EQUITY TRUSTEES LIMITED AS TRUSTEE FOR L1 CAPITAL LONG SHORT FUND |
||||
| Transfer Date | 20210505; | |||
| Holder of Voting Rights | Prime broker has the right to vote securities rehypothecated from | |||
| the Client. | ||||
| Are there any restrictions on voting rights? | Yes/No | |||
| If yes, detail Not applicable | ||||
| Scheduled Return Date (if any) | Open | |||
| Does the borrower have the right to return early? | Yes/No | |||
| If yes, detail Prime broker may return shares which were rehypothecated from the client at any time. | ||||
| Does the lender have the right to recall early? | Yes/No | |||
| If yes, detail Prime broker will be required to return to the client shares rehypothecated from the client's account upon a sale of those |
shares by the client.
Will the securities be returned on settlement? Yes/No
If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined and on the basis of the amounts so established, an account shall be taken of what is due from each party to the other. The amounts due from one party shall be set off against the amounts due from the other party and only the balance of the account shall be payable.
| Schedule | |||||
|---|---|---|---|---|---|
| Type of Agreement | International Prime Brokerage Agreement | ||||
| Parties to agreement | Morgan Stanley & Co. International plc for itself and as agent and | ||||
| trustee for and on behalf of the other Morgan Stanley Companies | |||||
| and CERES CAPITAL PTY LTD | |||||
| Transfer Date | 20210505; | ||||
| Holder of Voting Rights | Prime broker has the right to vote securities rehypothecated from | ||||
| the Client. | |||||
| Are there any restrictions on voting rights? | Yes/No | ||||
| If yes, detail Not applicable | |||||
| Scheduled Return Date (if any) | Open | ||||
| Does the borrower have the right to return early? | Yes/No | ||||
| If yes, detail Prime broker may return shares which were rehypothecated from the client at any time. | |||||
| Does the lender have the right to recall early? | Yes/No | ||||
| If yes, detail Prime broker will be required to return to the client shares rehypothecated from the client's account upon a sale of those | |||||
| shares by the client. | |||||
| Will the securities be returned on settlement? | Yes/No | ||||
If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined and on the basis of the amounts so established, an account shall be taken of what is due from each party to the other. The amounts due from one party shall be set off against the amounts due from the other party and only the balance of the account shall be payable.
| Schedule | |||||
|---|---|---|---|---|---|
| Type of Agreement | International Prime Brokerage Agreement | ||||
| Parties to agreement | Morgan Stanley & Co. International plc for itself and as agent and | ||||
| trustee for and on behalf of the other Morgan Stanley Companies | |||||
| and INTEGRATED CORE STRATEGIES (ASIA) PTE LTD. | |||||
| Transfer Date | 20210505; | ||||
| Holder of Voting Rights | Prime broker has the right to vote securities rehypothecated from | ||||
| the Client. | |||||
| Are there any restrictions on voting rights? | Yes/No | ||||
| If yes, detail Not applicable | |||||
| Scheduled Return Date (if any) | Open | ||||
| Does the borrower have the right to return early? | Yes/No | ||||
| If yes, detail Prime broker may return shares which were rehypothecated from the client at any time. | |||||
| Does the lender have the right to recall early? | Yes/No | ||||
| If yes, detail Prime broker will be required to return to the client shares rehypothecated from the client's account upon a sale of those | |||||
| shares by the client. | |||||
| Will the securities be returned on settlement? Yes/No |
|||||
| If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be | |||||
| determined and on the basis of the amounts so established, an account shall be taken of what is due from each party to the other. |
The amounts due from one party shall be set off against the amounts due from the other party and only the balance of the account shall be payable.
| Schedule | |||||
|---|---|---|---|---|---|
| Type of Agreement | International Prime Brokerage Agreement | ||||
| Parties to agreement | Morgan Stanley & Co. International plc for itself and as agent and | ||||
| trustee for and on behalf of the other Morgan Stanley Companies | |||||
| and L1 LONG SHORT FUND LIMITED | |||||
| Transfer Date | 20210505; | ||||
| Holder of Voting Rights | Prime broker has the right to vote securities rehypothecated from | ||||
| the Client. | |||||
| Are there any restrictions on voting rights? | Yes/No | ||||
| If yes, detail Not applicable | |||||
| Scheduled Return Date (if any) | Open | ||||
| Does the borrower have the right to return early? | Yes/No | ||||
| If yes, detail Prime broker may return shares which were rehypothecated from the client at any time. | |||||
| Does the lender have the right to recall early? | Yes/No | ||||
| If yes, detail Prime broker will be required to return to the client shares rehypothecated from the client's account upon a sale of those | |||||
| shares by the client. | |||||
| Will the securities be returned on settlement? | Yes/No | ||||
| If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be | |||||
| determined and on the basis of the amounts so established, an account shall be taken of what is due from each party to the other. | |||||
| The amounts due from one party shall be set off against the amounts due from the other party and only the balance of the account | |||||
| shall be payable. |
The above schedules are based on the relevant standard agreements. The entity filing the report will, if requested by the company or responsible entity to whom the prescribed form must be given or ASIC, give a copy of the agreement to the company, responsible entity or ASIC.
Signature
| print name | Wilson Li | capacity | Vice President | |
|---|---|---|---|---|
| sign here | date | May 07, 2021 | ||