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SELECT HARVESTS LIMITED — Major Shareholding Notification 2016
Jan 24, 2016
65792_rns_2016-01-24_c7ecbf64-93fa-43ca-8180-a5caef0dddf4.pdf
Major Shareholding Notification
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ASX Form 604
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme
ACN
SELECT HARVESTS LIMITED
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
There was a change in the interests of the substantial holder on
The previous notice was given to the company on
The previous notice was dated
20 January 2016
20 January 2016
20 January 2016
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 had a relevant interest 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 | Previous Notice | Previous Notice | Present Notice | Present Notice |
|---|---|---|---|---|
| Person’s votes | Voting Power | Person’s votes | Voting Power | |
| Ordinary Fully Paid Shares | 3,707,833 | 5.10% | 4,676,027 | 6.44% |
3. Change 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 ** |
Holder of Relevant Interest |
Nature of **Change ** |
Consideration (AUD) |
Class and Number of Securities | Person’s votes affected |
|---|---|---|---|---|---|
| Please refer to Annexure C. |
ASX Form 604
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as **holder ** |
Nature of relevant interest | Class and number of securities |
Class and number of securities |
Person’s votes |
|---|---|---|---|---|---|---|
| The Goldman Sachs Group Inc (“GSGI”) |
See below | N/A | GSGI has a relevant interest in these ordinary fully paid shares by virtue of section 608(3) of the Corporations Act2001. |
4,676,027 | Ordinary Fully Paid Shares |
4,676,027 |
| Goldman Sachs Asset Management Australia Pty Ltd ("GSAMA") |
JP Morgan Chase Bank, Sydney |
Various clients | GSAMA has a relevant interest in 3,237,320 ordinary fully paid shares in its capacity as investment manager for a range of client portfolios. |
3,237,320 | Ordinary Fully Paid Shares |
3,237,320 |
| Goldman Sachs Australia Managed Funds Limited ("GSAMF") |
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 |
GSAMF has a relevant interest in 710,421 ordinary fully paid shares in its capacity as responsible entity for the range of Goldman Sachs Australia Managed Funds. |
710,421 | Ordinary Fully Paid Shares |
710,421 |
| 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 |
GSAMA has a relevant interest in 710,421 ordinary fully paid shares in its capacity as investment manager for the range of Goldman Sachs Australia registered managed investment schemes. |
710,421 | Ordinary Fully Paid Shares |
710,421 |
| Goldman Sachs Asset Management L.P. (“GSAMLP”) |
Bank of New York Mellon State Street Corporation |
Various clients | GSAMLP has a relevant interest in 258,064 ordinary fully paid shares in its capacity as investment manager for a range of client portfolios. |
258,064 | Ordinary Fully Paid Shares |
258,064 |
| Goldman, Sachs & Co. ("GSCO") |
HSBC Custody Nominees Australia Limited |
GSCO | Holder of shares subject to an obligation to return under the securities lending agreements (see Annexure B). |
419,923 | Ordinary Fully Paid Shares |
419,923 |
| Goldman Sachs Financial Markets Pty Ltd (“GAUS”) |
HSBC Custody Nominees Australia Limited |
GAUS | GAUS beneficially owns ordinary fully paid shares. |
43,287 | Ordinary Fully Paid Shares |
43,287 |
| Goldman Sachs International (“GSI”) |
HSBC Custody Nominees Australia Limited |
GSI | GSI beneficially owns ordinary fully paid shares. |
7,012 | Ordinary Fully Paid Shares |
7,012 |
ASX Form 604
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as **holder ** |
Nature of relevant interest | Class and number of securities |
Class and number of securities |
Person’s votes |
|---|---|---|---|---|---|---|
| GSI | HSBC Custody Nominees Australia Limited |
GSI | Holder of shares subject to an obligation to return under a securities lending agreement with GSCO (see AnnexureB). |
242,467 | Ordinary Fully Paid Shares |
242,467 |
| GSI | HSBC Custody Nominees Australia Limited |
GSI | Holder of shares subject to an obligation to return under a securities lending agreement with GAUS (see AnnexureB). |
7,992 | Ordinary Fully Paid Shares |
7,992 |
5. Change in association The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the substantial holder in relation to voting interests in the company or scheme are as follows:
| Name and ACN (if applicable) | Nature of association |
|---|---|
| N/A | N/A |
6. 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 |
| GSAMA | Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia |
| GSAMF | Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia |
| GSAMLP | Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801, USA |
| GSI | Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom |
| GSCO | 200 West Street, New York, NY 10282, USA |
| GAUS | Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia |
| JP Morgan Chase Bank, Sydney | Level 16, 85 Castlereagh Street, Sydney NSW 2000 Australia |
| RBC Dexia Investor Services Australia Pty Limited | 2 Park Street, Level 17, Sydney, NSW 2000, Australia |
| HSBC Custody Nominees Australia Limited | GPO Box 5302, Sydney NSW 2001, 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 |
| State Street Corporation | One Lincoln Street, Boston, Massachusetts 02111, USA |
| Goldman Sachs Australia Group | All care of Level 17, 101 Collins Street, Melbourne Victoria 3000, Australia |
ASX Form 604
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 22 January 2016
ASX Form 604
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, 2014 and the states or jurisdictions in which they are organized. Indentation indicates the principal parent of each subsidiary. 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 604
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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 22 January 2016
ASX Form 604
Annexure B
This is Annexure B referred to in the Form 604: Notice of change of interests of substantial holder issued by The Goldman Sachs Group, Inc. and its subsidiaries.
The following is description of the securities lending agreements referenced in the accompanying Form 604:
| 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 19 January 2016 – 20 January 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 | Overseas Securities Lender’s Agreement |
| Parties to agreement | Goldman, Sachs & Co. (the “Borrower”); The Bank of New York Mellon SA/NV(the “Lender”) |
| Transfer date | No transaction from 19 January 2016 – 20 January 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 604
| Type of agreement | Master Securities Loan Agreement |
|---|---|
| Parties to agreement | The Bank of New York (the “Lender”); Goldman, Sachs & Co. (the “Borrower”) |
| Transfer date | No transaction from 19 January 2016 – 20 January 2016 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights?Yes/no If yes, detail |
No |
| Scheduled return date (if any) | |
| Does the borrower have the right to return early?Yes/no If yes, detail |
Yes, with notice |
| Does the lender have the right to recall early?Yes/no If yes, detail |
Yes, with notice |
| Will the securities be returned on settlement?Yes/no If yes, detail any exceptions |
Yes |
| Type of agreement | Master Securities Loan Agreement |
| Parties to agreement | Old Mutual (US) Trust Company (the “Lender”); Goldman, Sachs & Co. (the “Borrower”) |
| Transfer date | 19 January 2016 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights?Yes/no If yes, detail |
No |
| Scheduled return date (if any) | |
| Does the borrower have the right to return early?Yes/no If yes, detail |
Yes, with notice |
| Does the lender have the right to recall early?Yes/no If yes, detail |
Yes, with notice |
| Will the securities be returned on settlement?Yes/no If yes, detail any exceptions |
Yes |
ASX Form 604
| Type of agreement |
Global Master Securities LendingAgreement |
|---|---|
| Parties to agreement |
Goldman Sachs International (the “Borrower”); Goldman Sachs Financial Markets PtyLtd(the “Lender”) |
| Transfer date |
No transaction from 19 January 2016 – 20 January 2016 |
| Holder of voting rights |
Securities Borrower, Goldman Sachs International |
| 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 ~~g~~iving 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 | Global Master Securities LendingAgreement |
| Parties to agreement | Goldman Sachs International (the “Borrower”); Goldman,Sachs & Co.(the “Lender”) |
| Transfer date | 20 January 2016 |
| Holder of voting rights | Securities Borrower, Goldman Sachs International |
| 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 22 January 2016 |
ASX Form 604
Annexure C
| Date of Change |
Holder of Relevant Interest |
Nature of Change |
Consideration (AUD) |
Class and Number of Securities | Class and Number of Securities | Person’s votes affected |
|---|---|---|---|---|---|---|
| 01/19/2016 | GAUS | Buy | 4,115 | 679 | Ordinary Fully Paid Shares |
679 |
| 01/19/2016 | GSCO | Borrow of shares | N/A | 100,150 | Ordinary Fully Paid Shares |
100,150 |
| 01/19/2016 | GSCO | Borrowofshares | N/A | 33,990 | Ordinary Fully Paid Shares |
33,990 |
| 01/19/2016 | GSAMA | Buy | 759,439 | 125,320 | Ordinary Fully Paid Shares |
125,320 |
| 01/19/2016 | GSAMA | Buy | 231,553 | 38,210 | Ordinary Fully Paid Shares |
38,210 |
| 01/19/2016 | GSAMF | Buy | 852,637 | 137,811 | Ordinary Fully Paid Shares |
137,811 |
| 01/19/2016 | GSAMF | Buy | 178,825 | 29,509 | Ordinary Fully Paid Shares |
29,509 |
| 01/19/2016 | GSAMA | Buy | 429,666 | 70,902 | Ordinary Fully Paid Shares |
70,902 |
| 01/20/2016 | GSCO | Sell | 691 | 100 | Ordinary Fully Paid Shares |
100 |
| 01/20/2016 | GSI | Sell | 11,415 | 1,938 | Ordinary Fully Paid Shares |
1,938 |
| 01/20/2016 | GAUS | Buy | 11,415 | 1,938 | Ordinary Fully Paid Shares |
1,938 |
| 01/20/2016 | GSI | Buy | 98,799 | 16,774 | Ordinary Fully Paid Shares |
16,774 |
| 01/20/2016 | GAUS | Buy | 132,448 | 22,487 | Ordinary Fully Paid Shares |
22,487 |
| 01/20/2016 | GSI | Sell | 28,873 | 4,902 | Ordinary Fully Paid Shares |
4,902 |
| 01/20/2016 | GAUS | Sell | 4,883 | 829 | Ordinary Fully Paid Shares |
829 |
| 01/20/2016 | GSI | Sell | 132,448 | 22,487 | Ordinary Fully Paid Shares |
22,487 |
| 01/20/2016 | GAUS | Buy | 36,035 | 6,118 | Ordinary Fully Paid Shares |
6,118 |
| 01/20/2016 | GSI | Buy | 10,376 | 1,715 | Ordinary Fully Paid Shares |
1,715 |
| 01/20/2016 | GSI | Sell | 15,102 | 2,577 | Ordinary Fully Paid Shares |
2,577 |
| 01/20/2016 | GSI | Sell | 36,035 | 6,118 | Ordinary Fully Paid Shares |
6,118 |
| 01/20/2016 | GAUS | Buy | 28,873 | 4,902 | Ordinary Fully Paid Shares |
4,902 |
| 01/20/2016 | GSAMA | Buy | 14,586 | 2,409 | Ordinary Fully Paid Shares |
2,409 |
| 01/20/2016 | GSAMF | Buy | 11,262 | 1,860 | Ordinary Fully Paid Shares |
1,860 |
| 01/20/2016 | GSAMA | Buy | 639,328 | 107,450 | Ordinary Fully Paid Shares |
107,450 |
| 01/20/2016 | GSAMA | Buy | 344,541 | 57,906 | Ordinary Fully Paid Shares |
57,906 |
| 01/20/2016 | GSAMF | Buy | 266,096 | 44,722 | Ordinary Fully Paid Shares |
44,722 |
| 01/20/2016 | GSAMA | Buy | 1,130,036 | 189,922 | Ordinary Fully Paid Shares |
189,922 |
| 01/20/2016 | GSAMA | Buy | 27,066 | 4,470 | Ordinary Fully Paid Shares |
4,470 |
| 01/20/2016 | GSAMA | Buy | 47,841 | 7,901 | Ordinary Fully Paid Shares |
7,901 |
| 01/20/2016 | GSCO | Loan of shares | N/A | 242,467 | Ordinary Fully Paid Shares |
242,467 |
| 01/20/2016 | GSCO | Return of lent shares |
N/A | 100 | Ordinary Fully Paid Shares |
100 |
ASX Form 604
| Date of Change |
Holder of Relevant Interest |
Nature of Change |
Consideration (AUD) |
Class and Number of Securities | Class and Number of Securities | Person’s votes affected |
|---|---|---|---|---|---|---|
| 01/20/2016 | GSI | Borrow of shares | N/A | 100 | Ordinary Fully Paid Shares |
100 |
| 01/20/2016 | GSCO | Return of lent shares |
N/A | 100 | Ordinary Fully Paid Shares |
100 |
| 01/20/2016 | GSCO | Return of lent shares |
N/A | 100 | Ordinary Fully Paid Shares |
100 |
| 01/20/2016 | GSI | Borrow of shares | N/A | 242,467 | Ordinary Fully Paid Shares |
242,467 |
| 01/20/2016 | GSI | Return of borrowed shares |
N/A | 242,367 | Ordinary Fully Paid Shares |
242,367 |
| 01/20/2016 | GSI | Return of borrowed shares |
N/A | 100 | Ordinary Fully Paid Shares |
100 |
| 01/20/2016 | GSI | Return of borrowed shares |
N/A | 100 | Ordinary Fully Paid Shares |
100 |
| 01/20/2016 | GSI | Return of borrowed shares |
N/A | 100 | Ordinary Fully Paid Shares |
100 |
| 01/20/2016 | GSCO | Return of lent shares |
N/A | 242,367 | Ordinary Fully Paid Shares |
242,367 |
| 01/20/2016 | GSCO | Loan of shares | N/A | 100 | Ordinary Fully Paid Shares |
100 |
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 22 January 2016