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SELECT HARVESTS LIMITED — Major Shareholding Notification 2016
Dec 7, 2016
65792_rns_2016-12-07_e11826bd-ad85-4eb8-a77c-58632634890f.pdf
Major Shareholding Notification
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ASX Form 603
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial shareholder
To Company Name/Scheme SELECT HARVESTS LIMITED
ACN
000 721 380
1. Details of substantial holder
Name The Goldman Sachs Group, Inc. (“GSGI”) on behalf of itself and its subsidiaries (“Goldman Sachs Group”) including its significant subsidiaries listed in Annexure A (“Significant Subsidiaries”) and Goldman Sachs Holdings ANZ Pty Limited and its subsidiaries (“Goldman Sachs Australia Group”).
ACN/ARSN (if applicable)
Not applicable
The holder became a 5 December 2016 substantial holder on
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:
| follows: | |||
|---|---|---|---|
| Class of securities | Number of securities | Persons’ votes | Voting power |
| Ordinary Fully Paid Shares | 3,678,640 | 3,678,640 | 5.01% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder 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 | Class and number of securities | Class and number of securities |
|---|---|---|---|
| The Goldman Sachs Group Inc (“GSGI”) |
GSGI has a relevant interest in these ordinary fully paid shares by virtue of section 608(3) of the Corporations Act 2001. |
3,678,640 | Ordinary Fully Paid Shares |
| Goldman Sachs Asset Management Australia Pty Ltd ("GSAMA") |
GSAMA has a relevant interest in 2,595,249 ordinary fully paid shares in its capacity as investment manaer for a rane of client ortfolios |
2,595,249 | Ordinary Fully Paid Shares |
| g g p. | |||
| Goldman Sachs Australia Managed Funds Limited ("GSAMF") |
GSAMF has a relevant interest in 587,072 ordinary fully paid shares in its capacity as responsible entity for the range of Goldman Sachs Australia Managed Funds. |
587,072 | Ordinary Fully Paid Shares |
| GSAMA | GSAMA has a relevant interest in 587,072 ordinary fully paid shares in its capacity as investment |
587,072 | Ordinary Fully Paid Shares |
| manager for the range of Goldman Sachs Australia registered managed investment schemes. |
|||
| Goldman Sachs Asset Management L.P. (“GSAMLP”) |
GSAMLP has a relevant interest in 8,585 ordinary fully paid shares in its capacity as investment manager for a range of client portfolios. |
8,585 | Ordinary Fully Paid Shares |
ASX Form 603
| Holder of relevant interest | Nature of relevant interest | Class and number of securities | Class and number of securities |
|---|---|---|---|
| Goldman, Sachs & Co. ("GSCO") | Holder of shares subject to an obligation to return under the securities lending agreements (see Annexure B). |
130,000 | Ordinary Fully Paid Shares |
| Goldman Sachs Australia Pty Ltd ("GSA") |
GSA beneficially owns ordinary fully paid shares. | 177,783 | Ordinary Fully Paid Shares |
| Goldman Sachs Financial Markets Pty Ltd ("GAUS") |
GAUS beneficially owns ordinary fully paid shares. | 179,951 | Ordinary Fully Paid 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 of securities |
Person entitled to be registered as holder |
Class and number of securities | Class and number of securities |
|---|---|---|---|---|
| GSAMA | State Street, Sydney | Various clients | 2,595,249 | Ordinary Fully Paid Shares |
| JP Morgan Chase Bank, Sydney |
||||
| GSAMF GSAMA |
RBC Dexia Investor Services Australia Pty Limited UBS AG Australia Branch |
GSAMF as the responsible entity for the range of Goldman Sachs Australia registered managed investment schemes |
587,072 | Ordinary Fully Paid Shares |
| GSAMLP | Bank of New York Mellon |
Various clients | 8,585 | Ordinary Fully Paid Shares |
| GSCO | HSBC Custody Nominees Australia Limited |
GSCO | 130,000 | Ordinary Fully Paid Shares |
| GSA | HSBC Custody Nominees Australia Limited |
GSA | 177,783 | Ordinary Fully Paid Shares |
| GAUS | HSBC Custody Nominees Australia Limited |
GAUS | 179,951 | Ordinary Fully Paid 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 | Number of Securities | Total Consideration |
|---|---|---|---|
| Please refer to Annexure C. |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN (if applicable) | Nature of association |
|---|---|
| N/A | N/A |
ASX Form 603
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| GSGI | Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801, USA |
| Goldman Sachs Australia Group | All care of Level 17, 101 Collins Street, Melbourne Victoria 3000, Australia |
| GSAMA | Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia |
| GSAMF | Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia |
| GSAMLP | 32 Old Slip, New York, New York, 10005 U.S.A |
| GSCO | 200 West Street, New York, NY 10282, USA |
| GAUS | Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia |
| GSA | Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia |
| JP Morgan Chase Bank, Sydney | Level 16, 85 Castlereagh Street, Sydney NSW 2000 Australia |
| State Street, Sydney | 420 George Street, Sydney, NSW 2000, Australia |
| RBC Dexia Investor Services Australia Pty Limited | 2 Park Street, Level 17, Sydney, NSW 2000, Australia |
| UBS AG Australia Branch | Level 16, Chifley Tower, 2 Chifley Square, Sydney NSW 2000 |
| Bank of New York Mellon | One Wall Street, New York, NY 10286, USA |
| HSBC Custody Nominees Australia Limited | GPO Box 5302, Sydney NSW 2001, Australia |
| Signature Print name Sign here |
Raymond Chow (signing under power of attorney in accordance with section 52 of the Corporations Act) Capacity Authorised Person |
|---|---|
| Date 7 December 2016 |
ASX Form 603
Annexure A
Significant Subsidiaries of The Goldman Sachs Group, Inc.
The following are significant subsidiaries of The Goldman Sachs Group, Inc. as of December 31, 2015 and the states or jurisdictions in which they are organized. Each subsidiary is indented beneath its principal parent. The Goldman Sachs Group, Inc. owns, directly or indirectly, at least 99% of the voting securities of substantially all of the subsidiaries included below. The names of particular subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of the end of the year covered by this report, a “significant subsidiary” as that term is defined in Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934
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ASX Form 603
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THE GOLDMAN SACHS GROUP, INC AND ITS SUBSIDIARIES
Signature
print name Raymond Chow capacity Authorised Person (signing under power of attorney in accordance with section 52 of the Corporations Act) sign here date 7 December 2016
ASX Form 603
Annexure B
This is Annexure B referred to in the Form 603: Notice of initial substantial shareholder issued by The Goldman Sachs Group, Inc. and its subsidiaries.
The following is description of the securities lending agreements referenced in the accompanying Form 603:
| Type of agreement | Securities Loan Agreement |
|---|---|
| Parties to agreement | Goldman, Sachs & Co. (the “Borrower”); Brown Brothers Harriman & Co.(the “Lender”) |
| Transfer date | 30 November 2016 |
| Holder of voting rights | Securities Borrower, Goldman, Sachs & Co. |
| Are there any restrictions on voting rights?Yes/no Ifyes, detail |
No |
| **Scheduled return date (if any) ** | N/A |
| Does the borrower have the right to return early?Yes/no Ifyes, detail |
Yes, the borrower may return borrowed securities upon giving notice |
| Does the lender have the right to recall early?Yes/no Ifyes, detail |
Yes, the lender may recall lent securities upon giving notice |
| Will the securities be returned on settlement?Yes/no Ifyes, detail anyexceptions |
Yes |
| Type of agreement | Master Securities Loan Agreement |
|---|---|
| Parties to agreement | Goldman, Sachs & Co. (the “Borrower”); Blackrock Institutional Trust Company, N.A(the “Lender”) |
| Transfer date | No transaction from August 5 2016 to December 5 2016 |
| Holder of voting rights | Securities Borrower, Goldman, Sachs & Co |
| Are there any restrictions on voting rights?Yes/no Ifyes, detail |
No |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to return early?Yes/no Ifyes, detail |
Yes, the borrower may return borrowed securities upon giving notice |
| Does the lender have the right to recall early?Yes/no Ifyes, detail |
Yes, the lender may recall lent securities upon giving notice |
| Will the securities be returned on settlement?Yes/no Ifyes, detail anyexceptions |
Yes |
ASX Form 603
| Type of agreement | Master Securities LendingAgreement |
|---|---|
| Parties to agreement | Goldman, Sachs & Co. (the “Borrower”); Citibank, N.A.(the “Lender”) |
| Transfer date | 05 December 2016 |
| Holder of voting rights | Securities Borrower, Goldman, Sachs & Co. |
| Are there any restrictions on voting rights?Yes/no Ifyes, detail |
No |
| **Scheduled return date (if any) ** | N/A |
| Does the borrower have the right to return early?Yes/no Ifyes, detail |
Yes, the borrower may return borrowed securities upon giving notice |
| Does the lender have the right to recall early?Yes/no Ifyes, detail |
Yes, the lender may recall lent securities upon giving notice |
| Will the securities be returned on settlement?Yes/no Ifyes, detail anyexceptions |
Yes |
A copy of the agreements will be provided to SELECT HARVESTS LIMITED or the Australian Securities and Investments Commission upon request.
Signature
| print name sign here |
Raymond Chow (signing under power of attorney in accordance with section 52 of the Corporations Act) capacity Authorised Person |
|---|---|
| date 7 December 2016 |
ASX Form 603
Annexure C
| Holder of Relevant Interest | Date of Acquisition | Number of Securities | Total Consideration |
|---|---|---|---|
| GSA | 09/14/2016 | 69,761 | 399,033 |
| GSA | 09/16/2016 | 177,783 | 1,045,364 |
| GSA | 09/16/2016 | 88,891 | 522,679 |
| GSA | 09/19/2016 | 8,306 | 48,780 |
| GSA | 09/19/2016 | 11 | 64 |
| GSA | 09/20/2016 | 71,412 | 404,186 |
| GSA | 09/20/2016 | 542 | 3,072 |
| GSA | 09/21/2016 | 3,162 | 17,619 |
| GSA | 09/21/2016 | 443 | 2,454 |
| GSAMLP | 09/21/2016 | 3,184 | 17,935 |
| GSA | 09/22/2016 | 1,795 | 10,214 |
| GSA | 09/23/2016 | 3,221 | 18,921 |
| GAUS | 09/28/2016 | 267,744 | 1,563,625 |
| GAUS | 09/29/2016 | 586 | 3,358 |
| GAUS | 10/04/2016 | 3,364 | 19,309 |
| GAUS | 10/06/2016 | 16,411 | 93,543 |
| GAUS | 10/07/2016 | 102,096 | 600,324 |
| GSAMLP | 11/04/2016 | 4,154 | 25,086 |
| GAUS | 11/28/2016 | 254,923 | 1,787,010 |
| GAUS | 11/29/2016 | 8,683 | 59,131 |
| GSCO | 11/30/2016 | 43,000 | N/A |
| GAUS | 12/05/2016 | 9,284 | 57,839 |
| GSCO | 12/05/2016 | 25,000 | N/A |
Signature
print name Raymond Chow capacity Authorised Person (signing under power of attorney in accordance with section 52 of the Corporations Act) sign here date 7 December 2016