Form 604
Corporations Law Section 671B
Notice of change of interests of substantial holder
| To: Company Name/Scheme |
PERPETUAL LIMITED |
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| ACN/ARSN |
000 431 827 |
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| 1.Details of substantial holder |
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| Name |
UBS AG and its related bodies corporate |
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| ACN/ARSN (if applicable): |
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There was a change in the interests of the substantial holder on |
12 June 2012 |
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| The previous notice was given to the company on |
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12 June 2012 |
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2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| Class ofsecurities (4) |
Previous Notice |
|
Present Notice |
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|
Person's Votes |
Voting Power (5) |
Person's Votes |
Voting Power (5) |
|
| Ordinary |
2,221,615 |
5.29% |
2,699,744 |
6.43% |
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$3.$ Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
| Date ofchange |
Person whoserelevant interestchanged |
Nature of Change (6) |
Considerationaiven inrelation tochange (7) |
Class andNumber ofsecuritiesaffected |
Person'svotesaffected |
| Please see Appendix B. |
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4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevantinterest |
Registeredholder ofsecurities |
Person entitled tobe registeredholder (8) |
Nature of relevant interest(6) |
Class andnumber ofsecurities |
Person'svotes |
| UBS Global Asset |
Various |
UBS Global Asset |
Fund Manager with power to |
78,206 |
78,206 |
| Management(Australia) Ltd |
Custodians |
Management(Australia) Ltd |
exercise control over votingshares |
Ordinary |
|
| UBS Global Asset |
Various |
UBS Global Asset |
Fund Manager with power to |
6,333 |
6,333 |
| Management LifeLimited |
Custodians |
Management LifeLimited |
exercise control over votingshares |
Ordinary |
|
| UBS Global Asset |
Various |
UBS Global Asset |
Fund Manager with power to |
602 |
602 |
| Management(Singapore) Ltd |
Custodians |
Management(Singapore) Ltd |
exercise control over votingshares |
Ordinary |
|
| UBS SecuritiesAustralia Ltd |
Warbont |
UBS Securities |
Power to control disposal |
406,000 |
406,000 |
|
Nominees PtyLtd |
Australia Ltd |
over shares pursuant tostock borrowing and lendingactivities (see Appendix A) |
Ordinary |
|
|
Brispot |
UBS Securities |
Beneficial Owner |
1,164,032 |
1,164,032 |
|
Nominees PtyLtd. |
Australia Ltd |
|
Ordinary |
|
|
N/A |
UBS Securities |
Beneficial Owner |
15,000 |
15,000 |
|
|
Australia Ltd |
|
Options |
|
| UBS Securities LLC |
Various |
UBS Securities LLC |
Power to control disposal |
99,063 |
99,063 |
|
Custodians |
|
over shares pursuant tostock borrowing and lendingactivities (see Appendix A) |
Ordinary |
|
| UBS AG, London |
Various |
UBS AG, London |
Power to control disposal |
129,912 |
129,912 |
| Branch |
Custodians |
Branch |
over shares pursuant tostock borrowing and lendingactivities (see Appendix A) |
Ordinary |
|
|
Various |
UBS AG, London |
Beneficial Owner |
3,983 |
3,983 |
|
Custodians |
Branch |
|
Ordinary |
|
|
Citicorp |
UBS AG, London |
Prime Broker that has |
172,244 |
172,244 |
|
Nominees PtyLtd |
Branch |
exercised its borrowing rightin respect of shares pursuantto a prime BrokingAgreement (see Appendix A) |
Ordinary |
|
| UBS AG, AustraliaBranch |
UBS NomineesPty Ltd |
UBS AG, AustraliaBranch |
Prime Broker that has |
624,369 |
624,369 |
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exercised its borrowing rightin respect of shares pursuantto a Prime BrokingAgreement (see Appendix A) |
Ordinary |
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5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of theirassociation (9) with, the substantial holder in relation to voting interests in the company or scheme are as fo
| Name and ACN/ ARSN (if applicable) |
Nature of association |
| N/A |
N/A |
6. Addresses
The addresses of persons named in this form are as follows:
SIGNATURE
| Authorised signatoryCapacity: |
| 14 June 2012Date: |
| Authorised signatoryCapacity: |
| 14 June 2012Date: |
|
$\frac{1}{2}$
Contact details for this notice:
1980 - Johann Barn, mars eta bizkailar (h. 1980).
Trish Lee Legal & Compliance(T) +852 3712 4387(F) +852 2971 7895 ---------------
Appendix A
| Holder of relevant interest |
UBS Securities Australia Ltd |
UBS Securities LLC |
UBS AG, London Branch |
| Type of agreement |
Securities Lending Agreement |
Securities Lending Agreement |
Securities Lending Agreement |
| Parties to agreement |
(i) UBS AG, Australia Branch ("UBSAG")/ UBS Securities AustraliaLimited(ii) Client (Please refer to Appendix$A-1.$ |
(i) UBS Securities LLC ("UBS SecLLC")(ii) Client (Please refer to Appendix$A-1.$ |
(i) UBS AG, London Branch ("UBSAG ")/ UBS Limited(ii) Client (Please refer to Appendix$A-1.$ |
| Transfer date |
Please refer to Appendix A-1. |
Please refer to Appendix A-1. |
Please refer to Appendix A-1. |
| Holder of voting rights |
UBS AG/ UBS Securities AustraliaLimited |
UBS Sec LLC |
UBS AG/ UBS Limited |
| Are there any restrictions onvoting rights? |
Please refer to the details below. |
No. |
Please refer to the details below. |
| If yes, detail |
Since all right and title in thesecurities passes to the transferee(i.e. UBS AG/ UBS SecuritiesAustralia Limited), the transfereehas the right to vote. However, incertain circumstances, thetransferee may seek to arrange forinstructions to be exercised inaccordance with the instructions ofthe transferor (i.e. Client). |
N/A |
Since all right and title in thesecurities passes to the transferee(i.e. UBS AG/ UBS Limited), thetransferee has the right to vote.However, in certain circumstances,the transferee may seek to arrangefor instructions to be exercised inaccordance with the instructions ofthe transferor (i.e. Client). |
| Scheduled return date (if any) |
None, subject to the terms of therelevant loan. |
None unless agreed to by theparties. |
None. |
| Does the borrower have the rightto return early? |
Yes. |
Yes. Either party can terminate theloan upon notice unless otherwiseagreed. |
Yes. |
| If yes, detail |
The borrower (i.e. UBS AG/ UBSSecurities Australia Limited) has theright to return at its discretion. |
The borrower (i.e. UBS Sec LLC)has the right to return at itsdiscretion. |
The borrower (i.e. UBS AG/ UBSLimited) has the right to return at itsdiscretion subject to the terms of therelevant loan. |
| Does the lender have the right torecall early? |
Yes. |
Yes. Either party can terminate theloan upon notice unless otherwiseagreed. |
Yes. |
| If yes, detail |
The lender (i.e. Client) can recall atits request subject to compliancewith margin requirements and theterms of the relevant loan. |
The lender has the right to return atits discretion. |
The lender (i.e. Client) can recall atits request subject to compliancewith margin requirements and theterms of the relevant loan. |
| Will the securities be returned onsettlement? |
Yes. |
Yes (equivalent securities). |
Yes. |
| If yes, detail any exceptions |
None. |
None. |
None. |
Appendix A
| Holder of relevant interest |
UBS AG, London Branch |
UBS AG, Australia Branch |
| Type of agreement |
Prime Brokerage Agreement |
Prime Brokerage Agreement |
| Parties to agreement |
(i) UBS AG, London Branch ("UBSAG")(ii) Client (Please refer to Appendix$A-1.$ |
(i) UBS AG, Australia Branch ("UBSAG")(ii) Client (Please refer to Appendix$A-1.$ ) |
| Transfer date |
Please refer to Appendix A-1. |
Please refer to Appendix A-1. |
| Holder of voting rights |
UBS AG |
UBS AG |
| Are there any restrictions onvoting rights? |
No. |
Please refer to the details below. |
| If yes, detail |
N/A |
Since all right and title in thesecurities passes to the transferee(i.e. UBS AG), the transferee hasthe right to vote. However, in certaincircumstances, the transferee mayseek to arrange for instructions tobe exercised in accordance with theinstructions of the transferor (i.e.Client). |
| Scheduled return date (if any) |
None. |
None, subject to the terms of therelevant loan. |
| Does the borrower have the rightto return early? |
Yes. |
Yes. |
| If yes, detail |
The borrower (i.e. UBS AG) has theright to return at its discretion. |
The borrower (i.e. UBS AG) has theright to return at its discretion. |
| Does the lender have the right torecall early? |
Yes. |
Yes. |
| If yes, detail |
The lender (i.e. Client) can recall atits request subject to compliancewith margin requirements and theterms of the relevant loan. |
The lender (i.e. Client) can recall atits request subject to compliancewith margin requirements and theterms of the relevant loan. |
| Will the securities be returned onsettlement? |
Yes. |
Yes. |
| If yes, detail any exceptions |
None. |
None. |
Securities Lending Agreement - UBS AG, Australia Branch/ UBS Securities Australia Limited
| Parties to agreement |
|
Transfer date |
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| JPMorgan Chase Bank, N.A. as an agent acting on behalf of its clients |
$\left( i\right)$ |
31 January 2012 |
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(ii) |
21 May 2012 |
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(iii) |
31 May 2012 |
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(iv) |
8 June 2012 |
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Securities Lending Agreement - UBS Securities LLC
| Parties to agreement |
Transfer date |
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| Citibank NA as an agent acting on behalf of its clients |
(i) |
21 January 2011 |
| State Street Bank & Trust Company as an agent acting on behalf of its clients |
$\langle i \rangle$ |
11 September 2006 |
|
(ii) |
14 September 2010 |
|
(iii) |
5 October 2011 |
Securities Lending Agreement - UBS AG, London Branch/ UBS Limited
| Parties to agreement |
|
Transfer date |
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| Citibank NA as an agent acting on behalf of its clients |
(i) |
20 July 2011 |
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| Legal & General Assurance (Pensions Management) Limited |
$\left( i \right)$ |
12 November 2009 |
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(ii) |
24 February 2011 |
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(iii) |
30 March 2011 |
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Prime Brokerage Agreement - UBS AG, London Branch
| Partles to agreement |
Transfer date |
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| Zambezi Absolute Return Fund |
(i)9 March 2012 |
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(ii)14 March 2012 |
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(iii)19 March 2012 |
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21 March 2012(iv) |
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30 March 2012(v) |
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2 April 2012(vi) |
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4 April 2012(vii) |
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(viii)18 April 2012 |
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Prime Brokerage Agreement - UBS AG, Australia Branch
| Parties to agreement |
Transfer date |
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| Regal Funds Management Pty Ltd as trustee and manager of Atlantic Absolute ReturnFund |
|
13 March 2012 |
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14 March 2012 |
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(iii) |
16 March 2012 |
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(iv) |
19 March 2012 |
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(v) |
21 March 2012 |
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(vi) |
30 March 2012 |
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(vii) |
4 April 2012 |
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(viii) |
23 April 2012 |
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(ix) |
1 May 2012 |
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$\left( x\right)$ |
4 June 2012 |
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(xi) |
8 June 2012 |
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| Regal Funds Management Pty Limited as trustee and manager of Tasman Market |
|
13 March 2012 |
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| Neutral Fund |
(ii) |
16 March 2012 |
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(iii) |
17 April 2012 |
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(iv) |
26 April 2012 |
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(v) |
3 May 2012 |
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(vi) |
14 May 2012 |
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(vii) |
15 May 2012 |
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(viii) |
5 June 2012 |
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(x) |
6 June 2012 |
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(x) |
12 June 2012 |
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| Regal Funds Management Pty Limited as trustee for Regal Australian Long Short |
|
23 March 2012 |
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| Geared Equity Fund |
(ii) |
10 April 2012 |
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(iii) |
11 April 2012 |
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| Regal Funds Management Pty Limited as manager and trustee for Regal AustralianLong Short Equity Fund |
|
4 June 2012 |
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7 June 2012 |
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PPT - Appendix B |
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| Date of change |
Person whose relevantinterest changed |
Nature of Change |
Considerationgiven in relation |
Number ofsecurities |
Class |
|
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|
to change |
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| $11 - Jun - 12$ |
UBS $AG$ |
Collateral returned |
N/A |
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| $11$ -Jun-12 |
UBS AG |
Collateral returned |
N/A |
(29, 401)(140) |
OrdinaryOrdinary |
| 11-Jun-12 |
UBS AG |
Collateral returned |
N/A |
(151) |
Ordinary |
| $11$ -Jun-12 |
UBS AG |
Collateral returned |
N/A |
(123) |
Ordinary |
| $12$ -Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| $12 - Jun-12$ |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| $12 - Jun - 12$ |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
$S$ ell |
22 |
(1) |
Ordinary |
| $12$ -Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| $12$ -Jun-12 |
UBS AG, London Branch |
Sell |
22 |
|
$(1)$ Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| $12$ -Jun-12 |
UBS AG, London Branch |
Sell |
22 |
(1) |
Ordinary |
| 12-Jun-12 |
UBS AG, London Branch |
Sell |
10,981 |
(501) |
Ordinary |
| $12$ -Jun-12 |
UBS AG, London Branch |
Stock returned |
N/A |
(5,000) |
Ordinary |
| $12$ -Jun-12 |
UBS AG, Australia Branch |
Stock received |
N/A |
50,000 |
Ordinary |
| 12-Jun-12 |
UBS Securities Australia Ltd |
Buy |
74,999 |
3,418 |
Ordinary |
| 12-Jun-12 |
UBS Securities Australia Ltd |
Buy |
3,880,825 |
176,642 |
Ordinary |
| 12-Jun-12 |
UBS Securities Australia Ltd |
Buy |
2,091,961 |
95,219 |
Ordinary |
| 12-Jun-12 |
UBS Securities Australia Ltd |
Buy |
4,134,820 |
188,203 |
Ordinary |