QUESTE COMMUNICATIONS LIMITED — Major Shareholding Notification 2004

Oct 14, 2004

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THE BELL IXL GROUP LIMITED

ACN 106 304 714

_______

FACSIMILE TRANSMISSION

DATE:	15/10/2004
	.________

COMPANY ANNOUNCEMENTS PLATFORM ATTENTION:

AUSTRALIAN STOCK EXCHANGE LIMITED COMPANY:

1900 999 279 FAX NUMBER:

RAMON JIMENEZ FROM:

NO. OF PAGES:	(including cover).

MESSAGE:

DEAR SIR/MADAM							------ ---- -------- ---- ----- ---
RE: QUESTE COMMUNICATIONS LIMITED ("QUE")
								PLEASE FIND ATTACHED A CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER
NOTICE.					______ _________ _ __
YOURS FAITHFULLY							--------------------- --------------
THE BELL IXL GROUP LIMITED
	$\frac{1}{2}$
RAMON JIMENEZ
COMPANY SECRETARY
								_______________________________________
								_______________________________________

This facsimile contains confidential information intended only for the attention of the abovenamed person. Should you receive this facsimile in error please telephone (03) 9840 1846 without delay, using reverse charges if necessary.

Level 1, Suite 2, 682 Doncaster Road, Doncaster, Victoria 3108 PO Box 643, Doncaster, Victoria 3108 AUSTRALIA Telephone: (03) 9840 1846 · Facsimile: (03) 9840 6701 · E-mail: bellixl@pobox.com

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

	Company Name/Scheme	Queste Communications Limited
	ACN/ARSN	081 688 164
1.	Details of substantial holder (1)
	Name	Bell IXL Nominees Pty. Limited ("BIN")
	ACN (If applicable)	ACN 107 626 871
		together with the persons and companies referred to in paragraph 4 hereof.

There was a change in the interests of the substantial holder on:	12/10/2004
The previous notice was given to the company on:	13/10/2004
The previous notice was dated:	12/10/2004

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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares	,564,441	5.32%	2,155,740	7.33%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	PersonwhoserelevantInterestchanged	Natureo fchange (6)	Considerationgiveni nrelationtachange (7)	Classandnumber٥fsecuritiesaffected	Person'svotesaffected
12/10/2004	Personsandcompanies referredto in paragraph 4	Purchase by BINof shares via ASX	$10,500.00	50,000fully.paid ordinaryshares	50,000
12/10/2004	andPersonscompanies referredto in paragraph 4	Purchase by BINof shares via ASX	$72,450.00	345,000 fullypaid ordinaryshares	345,000
12/10/2004	Personsandcompanies referredto in paragraph 4	Purchase by BINof shares via ASX	$10,250.00	50,000fullypaid ordinaryshares	50,000

11/10/2004	Personscompanies referred of shares via ASXto in paragraph 4	and Purchase by BIN	$570.00	fully3.000paid ordinaryshares	3,000
08/10/2004	andiPersonscompanies referred of shares via ASXto in paragraph 4	Purchase by BIN	$380.00	2.000tullypaid ordinaryshares	2,000
08/10/2004	and Personscompanies referred of shares via ASXto in paragraph 4	Purchase by BIN	$28,259,80	141,299 fullypaid ordinaryshares	141,299

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

HolderofrelevantInterest	Registeredholderofsecurities	Person entitledt ob eregistered asholder (8)	Nature of relevantInterest (6)	Classandnumberоfsecurities	Person'svotes
BIN	BIN, CellanteSecurities Pty.Limited (ACN073 202 838)$(^{\circ}CSE")$andCleodPty.Limited (ACN093 311 736)(CLE n )	BIN, CSE andCLE	Registeredandbeneficial owner of1,326,096 fully paidordinary shares anddeemedrelevantinterest in shares heldby associates CSEand CLE.	2,155,740 fullypaid ordinaryshares	2,155,740
The Bell IXLGroup Limited(ACN 106 304714) ("BIG")	BIN, CSE andCLE	BIN, CSE andCLE	Section608(3)(a)Corporations Act 2001as BIN is a whollyowned subsidiary ofBIG.	2,155,740 fullypaid ordinaryshares	2,155,740
KintaraNominees Pty.Limited (ACN094 254 592)("KIN")	BIN, CSE andCLE	BIN, CSE andCLE	Section608(3)(a)Corporations Act 2001as the voting power ofKIN in BIG exceeds20%.	2,155,740 fullypaid ordinaryshares	2,155,740
MonvaleInvestmentsPty. Limited(ACN 094 587774) ("MON")	BIN, CSE andCLE	BIN, CSE andCLE	Section $608(3)(a)$Corporations Act 2001as the voting power ofMON in BIG exceeds20%.	2,155,740 fullypaid ordinaryshares	2,155,740
ProductofoamHoldings Pty.Limited (ACN078 033 244)("PRH")	BIN, CSE andCLE	BIN, CSE andCLE	Section608(3)(a)Corporations Act 2001as the voting power ofPRH in BIG exceeds20%	2,155,740 fullypaid ordinaryshares	2,155,740
JosephineBemadetteCellante ("JBC")	BIN, CSE andCLE	BIN, CSE andCLE	Section608(3)(a)Corporations Act 2001as the voting power ofJBC in KIN and MONexceeds 20%.	2,155,740 fullypaid ordinaryshares	2,155,470
ElmaMariaJimenez("EMJ")	BIN, CSE andCLE	BIN, CSE andCLE	Section $608(3)(a)$Corporations Act 2001as the voting power ofEMJ in PRH exceeds20%	2,155,740 fullypaid ordinaryshares	2,155,740

CSE	BIN, CSE andCLE	BIN, CSE andCLE	Registeredandbeneficial owner of112,000 fully paidordinary shares anddeemedrelevantinterest in shares heldby associates BIN andCLE.	2,155,740 fullypaid ordinaryshares	2,155,740
CLE	BIN, CSE andCLE	BIN, CSE andCLE	Registered owner of717,644 fully paidordinary shares whichare held on behalf of asuperannuation fundand deemed relevantinterest in shares heldby associates BIN andCSE.	2,155,740 fullypaid ordinaryshares	2,155,740
Pty.ProbdayLimited (ACN052 363 363)("PRD")	BIN, CSE andCLE	BIN, CSE andCLE	Section608(3)(b)Corporations Act 2001PRDtheasiscontroller of CSE andCLE by virtue of all theissued capital of CSEand CLE being heldon trust for PRD in itscapacity as trustee ofa discretionary trust.	2,155,740 fullypaid ordinaryshares	2,155,740
Massimo LivioCellante("MLC")	BIN, CSE andCLE	BIN, CSE andCLE	Section608(3)(a)Corporations Act 2001as the voting power ofMLC in PRD exceeds20%andsection608(3)(b)CorporationsAct 2001 as MLC maybe deemed to controlMON.	2,155,740 fullypaid ordinaryshares	2,155,740
RomanoCellante ("RLC")	Livio BIN.$CSE$ and $ $CLE	CSE andBIN,CLE	SectionCorporations Act 2001as the voting power ofRLC in PRD exceeds20%andsection608(3)(b)CorporationsAct 2001 as RLC maybe deemed to controlKIN.	608(3)(a) 2,155,740 fully paid ordinaryshares	2,155,740
Ramon Jimenez("RJ")	BIN, CSE andCLE	BIN, CSE andCLE	Section608(3)(b)Corporations Act 2001as RJ may be deemedto control PRH.	2,155,740 fullypaid ordinaryshares	2,155,740

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARBN(if applicable).	Nature of association
Not applicable	Not applicable- - - -

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
BIN, BIG and PRH	Level 1, Suite 2, 682 Doncaster Road, Doncaster, Victoria 3108
MLC and RLC	Unit 2006, 2 Sovereign Point Court, Doncaster, Victoria 3108
KIN, MON, CLE, CSE and PRD	Level 1, 29A Macedon Road, Lower Templestowe, Victoria 3107
JBC	Unit 7001, 2 Sovereign Point Court, Doncaster, Victoria 3108
EMJ and RJ	23 Bordeaux Street, Doncaster, Victoria 3108

Signature

$\sim$

print name	Massimo Livio Cellante	capacity	Director BIN, BIG,CSE, CLE and PRD
sign here		date	15/10/2004
print name	Romano Livio Cellante	capacity	Director BIG
sign here		date	15/10/2004
print name	Ramon Jimenez	capacity	Director BIN & BIG
sign here		date	15/10/2004
print name	Josephine Bernadette Cellante	capacity	Director KIN & MON
sign here	'n de Lo	date	15/10/2004
print name	Elma Matia Jimenez	capacity	Director PRH
sign here		date	15/10/2004

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 6 of the form.
• 1. See the definition of "associate" in section 9 of the Corporations Act 2001.
• 1. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• 1. The voting shares of a company constitute one class unless divided into separate classes.
• 1. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• 1. Include details of:
  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) of the Corporations Act 2001 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 power 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.

• 1. Details of the consideration must include any and all benefits, money 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.
• 1. 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".
• 1. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.