QUESTE COMMUNICATIONS LIMITED — Major Shareholding Notification 2004

Oct 12, 2004

$\mathbb{X}$ | The Bell Ixl Group Limited

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ACN 106 304 714

FACSIMILE TRANSMISSION

DATE:	12/10/2004

ATTENTION: COMPANY ANNOUNCEMENTS PLATFORM ____________

AUSTRALIAN STOCK EXCHANGE LIMITED COMPANY:

• 1900 999 279 FAX NUMBER:
• RAMON JIMENEZ FROM:
• SIX $x$ $= -- -- -- ---$ (including cover). NO. OF PAGES:

MESSAGE:

DEAR SIR/MADAM,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
RE: QUESTE COMMUNICATIONS LIMITED ("QUE")------------------------------------
PLEASE FIND ATTACHED AN INITIAL SUBSTANTIAL SHAREHOLDER NOTICE.
YOURS FAITHFULLY ___________________________________
THE BELL IXL GROUP LIMITED------------------------------------
$\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$ $\rho$---------------------------- -------
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 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

Company Name/Scheme Queste Telecommunications Limited

081 688 164 ACN/ARSN

1. Details of substantial holder (1)

Bell IXL Nominees Pty. Limited ("BIN") Name

ACN (if applicable) ACN 107 626 871

together with the persons and companies referred to in paragraph 3 hereof.

The holder became a substantial holder on: 07/10/2004

Details of voting power $\mathbf{2}$

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 ofsecurities	Person's votes (5)	Voting power (6)
Fully paid ordinary shares	1.564.441	. 564.441-----	5.32%

3. Datalla 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		Class and number of
Nature of relevant interest (7)		securities
BINRegistered and beneficial owner of fully paidordinary shares and deemed relevant interest inshares held by associates Cellante Securities Pty.Limited (ACN 073 202 838) ("CSE") and Cleod Pty.Limited (ACN 093 311 736).		1,564,441 fully paidordinary shares.
The Bell IXL Group Limited	Section 608(3)(a) Corporations Act 2001 as BIN is	1,564,441 fully paid
(ACN 106 304 714) ("BIG")	a wholly owned subsidiary of BIG.	ordinary shares.
Kintara Nominees Pty. Limited	Section 608(3)(a) Corporations Act 2001 as the	1,564,441 fully paid
(ACN 094 254 592) ("KIN")	vating power of KIN in BIG exceeds 20%.	ordinary shares.
Monvale InvestmentsPtv.Limited (ACN 094 587 774)("MON")	Section 608(3)(a) Corporations Act 2001 as thevoting power of MON in BIG exceeds 20%.	1,564,441 fully paidordinary shares.
Productofoam Holdings Pty.Limited (ACN 078 033 244)("PRH")	Section 608(3)(a) Corporations Act 2001 as thevoting cower of PRH in BIG exceeds 20%.	1,564,441 fully paidordinary shares.

÷

Josephine Bernadette Cellante("JBC")	Section 608(3)(a) Corporations Act 2001 as thevoting power of JBC in KIN and MON exceeds20%.	1,564,441 fully paidordinary shares.
Elma Maria Jimenez ("EMJ")	Section 608(3)(a) Corporations Act 2001 as thevoting power of EMJ in PRH exceeds 20%.	1,564,441 fully paidordinary shares.
CSE	Registered and beneficial owner of fully paidordinary shares and deemed relevant interest inshares held by associates BIN and CLE.	1,564,441 fully paidordinary shares.
CLE	Registered owner of fully paid ordinary shareswhich are held on behalf of a superannuation fundand deemed relevant interest in shares held byassociates BIN and CSE.	1,564,441 fully paidordinary shares.
Probday Pty. Limited (ACN 052363 363) ("PRD")	Section 608(3)(b) Corporations Act 2001 as PRD isthe controller of CSE and CLE by virtue of all theissued capital of CSE and CLE being held on trustfor PRD in its capacity as trustee of a discretionarytrust.	1,564,441 fully paidordinary shares
MassimoLivioCeliante("MLC")	Section 608(3)(a) Corporations Act 2001 as thevoting power of MLC in PRD exceeds 20% andsection 608(3)(b) Corporations Act 2001 as MLCmay be deemed to control MON.	$1,564,441$ fully paidordinary shares.
Romano Livio Cellante ("RLC")	Section 608(3)(a) Corporations Act 2001 as thevoting power of RLC in PRD exceeds 20% andsection 608(3)(b) Corporations Act 2001 as RLCmay be deemed to control KIN.	1,564,441 fully paidordinary shares.
Ramon Jimenez ("RJ")	Section 608(3)(b) Corporations Act 2001 as RJ maybe deemed to control PRH.	1,564.441 fully paidordinary shares.

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 ofsecurities	Person entitled to beregistered as holder (6)	Class and number ofsecurities
All the persons/companiesreferred to in paragraph 3.	BIN	BIN	734,797 fullypaidordinary shares
All the persons/companiesreferred to in paragraph 3.	CSE	CSE	112,000 fullybaidordinary shares
All the persons/companiesreferred to in paragraph 3.	-CLE	CLE	paid717.644 fullyordinary 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 ($)Cash	Non-cash	Class and numberof securities
BIN	05/10/2004	$6,724.20	NIL.	36,347tullypaidordinary shares
BIN	05/10/2004	$18,500.00	NIL.	100,000 fully paidordinary shares
BIN	05/10/2004	$11,275.75	NIL	60,950 fullypaidordinary shares

$\mathord{\dagger}$

BIN	05/10/2004	$9,250.00	NIL	50,000 fully paidordinary shares
BIN	05/10/2004	$18,500.00	NIL	100,000 fully paidordinary shares
BIN	05/10/2004	$18,200.00	NIL	104,000 fully paidordinary shares
BIN	30/09/2004	$1,650.00	NIL	10,000 fully paidordinary shares.
BIN	30/09/2004	$11,900.00	NIL	70,000 fully paidordinary shares
BIN	29/09/2004	$17,000.00	NIL	100,000 fully paidordinary shares
BIN	24/09/2004	$560.00	NIL	3,500 fully paidordinary shares
BIN	24/09/2004	$10,200.00	NIL	60,000 fully paidordinary shares
BIN	24/09/2004	$6,600.00	NIL	40,000 fully paidordinary shares
CSE	17/09/2004	$3,920.00	NIL	24,500 fully paidordinary shares
CSE	16/04/2004	$16,187.50	NIL	87,500 fully paidordinary shares
CLE	07/10/2004	$47,000.00	NIL	235,000 fully paidordinary shares
CLE	07/10/2004	$50,181.36	NIL	257,644 fully paidordinary shares
CLE	29/03/2004	$3,771.50	NIL	19,850 fully paidordinary shares
CLE	25/03/2004	$10,450.00	NIL	55,000 fully paidordinary shares
CLE	23/03/2004	$11,713.50	NIL	61,650 fully paidordinary shares
CLE	22/03/2004	$16,867.12	NIL	88,500 fully paidordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

$\mid$ Name and ACN (if applicable) $\mid$	.Nature of association
CSE and CLE------	Acting in concert with BIN.

7. 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.PRD	MON, CLE, CSE and Level 1, 29A Macedon Road, Lower Templestowe, Victoria 3107
JBC	Unit 7001, 2 Sovereign Point Court, Doncaster, Victoria 3108
EMJ	23 Bordeaux Street, Doncaster, Victoria 3108

$\frac{1}{\sqrt{2}}$

$\hat{\mathbf{I}}$

$\mathbf{I}$

$\frac{1}{2}$

$\mathbf{j}$

Signature

print name	Massimo Livio Cellante	capacity	Director BIN, BIG,CSE, CLE and PRD
sign here		date	12/10/2004
print name	Romano Livio Cellante	capacity	Director BIG
sign here		date	12/10/2004
print name	Ramon Jimenez	capacity	Director BIN & BIG
sign here		date	12/10/2004
print name	Josephine Bernadette Cellante	capacity	Director KIN & MON
sign here		date	12/10/2004
print name	Elma Maria Jimenez	capacity	Director PRH
sign here		date	12/10/2004

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 7 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 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.
• 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 by which the relevant interest was acquired. 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. 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. 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.