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SANTOS LIMITED Major Shareholding Notification 2017
65872_rns_2017-05-04_4b3bbd22-a21d-4b21-a666-4179999aa2d1.pdf
Major Shareholding Notification
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$P. 1$ No. 1052
DLA Piper Australia Level 9 480 Queen Street Brisbane QLD 4000 PO Box 7804 Brisbane OLD 4001 Australia DX 289 Brisbane T +61 7 3246 4000 F +61 7 3246 4077 W www.dlaplper.com
ASX Exchange Centre 20 Bridge Street SYDNEY NSW 2000
Our reference KJM/KJM/373414/2 AUM/1215423171.1
5 May 2017
By Fax Only: 1300 135 638
Dear Sir/Madam
FOR IMMEDIATE RELEASE TO THE MARKET
Santos Limited - Notice of change of interests of substantial holder
We act for ENN Ecological Holdings Co., Ltd (ENN Ecological Holdings).
On behalf of ENN Ecological Holdings, in accordance with section 671B of the Corporations Act 2001 (Cth), we attach a "Form 604 - Notice of change of interests of substantial holder" in respect of Santos Limited.
The attached notice has also been provided to Santos Limited.
Yours sincerely
LYNDON MASTERS Partner DLA PIPER AUSTRALIA
Direct +61732464007
Lyndon [email protected]
Enc
cc: Santos Limited Ground Floor Santos Centre 60 Flinders Street ADELAIDE SA 5000 Fax: (08) 8116 5050 ATTN: The Company Secretary
DLA Piper Australia is part of DLAPiper, a global law firm, operating through various separate and distinct legal entities.
A list of offices and regulatory information can be found at www.dlapiper.com
- May. 2017 16:34 DLA PIPER No. 1052 P. 2
| Form 604 | |
|---|---|
| Corporations Act 2001 | |
| Section 671B |
Notice of change of interests of substantial holder
| To Company Name/Schome | Santos Limited | ||||
|---|---|---|---|---|---|
| ACN/ARSN | 007 550 923 | ||||
| Details of substantial holder (1)Name | ENN Ecological Holdings Co., Ltd (and its controlled bodies corporate listed in Annexure 'A') (ENN Ecological Entities) | ||||
| ENN Group International Investment Limited | |||||
| ACN/ARSN (if applicable) | Not applicable | ||||
| There was a change in the interests of thesubstantial holder on | 03/05/2017 | ||||
| The previous notice was given to the company on | 01/05/2017 | ||||
| The previous notice was dated | 28/04/2017AAAAAAAAAA |
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:
| Previous notice | Present notice | ||||
|---|---|---|---|---|---|
| Class of securities (4) | Person's votes | Voting power (5)ALL A BAR | Person's votes | Voting power (5) | |
| (Fully paid ordinary shares | 266.734.518 fully paidlordinary shares | 112.81% based on:2.082.911.041 fully paidordinary shares on issue | 314 734 518 fully paidlordinary shares | 115.11% based oni2,062,911.041 fullypaid ordinary shareslon issue | |
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 voling securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company on scheme are as follows:
| Date ofchange | Person whoserelevant interestchanged | Nature ofchange (6) | Considerationgiven inretationto change $(7)$ | Ciass andnumber ofsecuritiesaffect∈d | Person's votesarecled. |
|---|---|---|---|---|---|
| 27704/2017 | Xinneng (Hong Kong)Energy InvestmentlLimited | Ximeng (Hong Kong) Energyllaveslment Limited has a relevant.interest in the shares as it controls,the exercise of a power to dispose.of, and controls the exercise of theright to vote attaching to, the48,000,000 ordinary shares acquired 27 April 2017.by Great Multilude Limited on 3 May j2017. | İRelevant interestacquired under theActing in ConcertAgreement dated | 48.000.000 fullyjnaid ordinary.ishares | 48,000,000 fully paid!lordinary shares. |
| 27:04/2017 | ENN EcologicalHoldings Co., Limited | ENN Ecological Holdings Limitedhas a relevant interest in the shares.as it controls Xinneng (Hong Kong).Energy Investment Limited whichcontrols the exercise of a power todispose of, and controls the exercise.of the right to vote attaching to, the48,000,000 ordinary shares acquired;by Great Multitude Limited on 3 May]2017. | Relevant interestlacquired under theActing in ConcertAgreement dated27 April 2017. | 148,000,000 fullylpaid ordinaryishares. | $\left[48.000,000\right.$ fully pald $\left[$ordinary shares |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder ofrelevantinterest | Registeredholder ofsecurities | Parson entitledto be registered.as holder (6) | Nature ofrelevantînterest (6) | Class andnumber ofsecurities | Person's votes |
|---|---|---|---|---|---|
| ENN Ecological HoldingsCo., Ltd and its controlled United Faith Venturesbodies corporate listed inflamitedAnnexure A | lUnited Paith VonturesLimited | Relevant interestgursuant to sectioni608(3)(b) of the liCorporations Act inirespect of sharesheid by United Faith.IVentures Limited- | 314,734,518 fully baid ordinaryshares | (314,734,518 | |
| ENN Group International/United Faith Venturesilnvestment Limited | Limited | United Faith VenturesLimited | ENN Ecological¦Holdings Cu Lld is ilan associate of ENNGroup International (314,734,518 fullylinvesiment Limited -loursuant to sections (shares$(12(2)(b)$ and $12(2)(c)$ $\overline{ }$iof the Corporations.lAct | loaid ordinary | 314.734.518 |
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:
| _______________________________________----------. | |
|---|---|
| .ACN/ARSNandNameapplicable) | ijГ.Nature of association |
| would as the Auto Automatic and property species with the William College County of the companyBALLAST | 11033 |
| Not applicable | PAPERTURES, PRESERVATION PROPERTY |
| . | AND POST ANOTHER COMMUNISTICSMARKASHARA PERSONAL PROPERTY_______________________________________ |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address | ||
|---|---|---|---|
| ENN Ecological Holdings Co., Ltd. | No 393 Hépingdong Read, Shijiazhuang City, Hebei Province, People's Republic of China ( | ||
| IENN Ecological Entities | lSee Annoxure 'A' | ||
| ENN Group International Investment Limited | Pasea Estate, Road Town, Tortola, British Virgin Islands | ||
| Hony Partners Group | (P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | ||
| (Great Multitude LimitedWell Hanaur Developments Limited | Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands | ||
| Hony Partners Group, L.P.Hony Managing Partners LimitedExponential Forume Group Limited | P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands | ||
| ika John Zhao | c/o P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands |
$\overline{1}$
| Signature | |||||||
|---|---|---|---|---|---|---|---|
| print name – Mr. Ma. Yuantong | capacity. | Director and VicePresident of ENNEcological Holdings Co.,Lui | |||||
| slan here | date | 05/05/2017 | |||||
| DIRECTIONS | |||||||
| (T) | If there are a number of substantial holders with similar or related refevant interests (eg. a corporation and its related corporations, or the manager andtrustee 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 isclearly set out in paragraph 6 of the form. | ||||||
| (2) | See the definition of "associate" in section 9 of the Corporations Act 2001. | ||||||
| (2) | See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001. | ||||||
| (4) | The voting shares of a company constitute one class unless divided into separate classes. | ||||||
| (5) | The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. | ||||||
| (G) | include details of: | ||||||
| (a. | any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 8719(4) applies, a copyof any document setting out the lerms 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 thesecurities to writch 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. | |||||||
| (7) | are not paid directly to the person from whom the relevant interest was acquired. | 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 acontingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they | |||||
| $\langle 0 \rangle$ | 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". |
Give details, if sppropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$
Annexure A
This is Annexure A of 1 page referred to in Form 604 (notice of change of interests of substantial holder).
ENN Ecological Entities
| Company number | Address | Place of incorporation | |
|---|---|---|---|
| Entity Name | 152700400000525 | DaladTown.Wangaizhao | RepublicofPeople's |
| Inner Mongolia Xinwelyuan Biological | Banner, Erdos, Inner Mongolia | Chine | |
| Chemical Co Ltd | 340313000002520 | Road,West of Caozhuishan | RepublicοſPeople's |
| Xinnerig (Bengbu) Energy Co., Ltd. | Bengbu City, PRC | China | |
| 130283000044686 | Qianan North Steel Logistics | οťRepublicPeople's | |
| ENN Qianan Clean Energy Co., Ltd | Industry Gathering Area, Qianan | China | |
| City, PRC | |||
| 91130193074851826L | Road,No. 6 Huagongzhong | RepublicοfPeople's | |
| Hebei Veyong Biochemical Pesticide | Park,IndustrialCycle | China | |
| Co., Ltd | HebeiCity.Shijiazhuang | ||
| Province, PRC | |||
| No. 68 Ganjiang Road, Economic | Republic.ofPeople's | ||
| Heibei Veyong Animal Pharmaceutical | 130000000024767 | and Technological Development | China |
| Co., Ltd. | Zone, Shijiazhuang City, Hebei | ||
| Province, PRC | |||
| No. 25 Beljing Road, Yangtze. | RepublicσfPeople's | ||
| Xinneng (Zhangjiagang) Energy Co., Ltd | 320592400002900 | International ChemicalRiver | China |
| Industry Park, Jiangsu Province, | |||
| PRC | |||
| No. 601 Luoyang Road, Tianjin | Republicof IPeople's | ||
| ENN Xinneng Trade Co., Ltd. | 91120118MA05J6132G | Port Area of China (Tianjin) Pilot | China |
| Free Trade Zone ( 650, Unit 2, | |||
| Area. 7. Haifeng Logistics. Park | |||
| Zone).Ejin Horo Banner, Erdos, Inner | $\overline{\mathfrak{gl}}$RepublicPeople's | ||
| Xinneng Mines Co., Ltd. | 150000000004931 | China | |
| MongoliaRoom 212, 2F, Area 1, Block B. | ΟÍRepublicPeople's | ||
| ENN Xinneng (Beijing) Technology Co., | 110302007372419 | China | |
| Lid | No. 12 Hongdabei Road, Beijing | ||
| Economic and Technological | |||
| Development Zone, Beijing, PRC | Hong Kong | ||
| Xinneng Kuangye (Hong Kong) Energy | 2128617 | 3101-3104, 31F, Lippo Center, | |
| Investment Limited | NO, 89 Queens Road, Hong | ||
| Kona: | ofRepublicPeople's | ||
| Inner Mongolia Xinneng Mines Co., Ltd. | 911506020578089593 | Ejin Horo Banner, Erdos, Inner | China |
| Mongolia | $\overline{\mathfrak{a}}$ | ||
| Xinneng Energy Co., Ltd. | 152700400000040 | Party school, Dalad Banner, | RepublicPeople's |
| Erdos, Inner Mongolia | China$\overline{\mathfrak{b}}$ | ||
| Xindi Energy Engineering Technology | 131001000001367 | Langfang Development Zone, | RepublicPeople's |
| Co., Ltd. | Langfang City, PRC | China | |
| ENN Qinshuixinao Gas Co., Ltd | 140000400019130 | Jiafeng Town, Qinshui County, | $\overline{c}$RepublicPeople's |
| Shanxi Province, PRC | China | ||
| United Faith Ventures Limited | Exchange2701OneSuite | British Virgin Islands | |
| Square, Central: Hong Kong | |||
| Xinneng (Hong Kong) Energy Investment | 3101-3104, 31F, Lippo Center, | Hong Kong | |
| Limited | NO. 89 Queens Road, Hong | ||
| Kong | |||
$\frac{p_{\hat{\mathcal{U}}}}{p_{\hat{\mathcal{U}}}}$
Signed by Mr. Ma, Yuantong, Director and Vice President of ENN Ecological Holdings Co., Ltd.
Dated: 05/05/2017