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SGH LIMITED Major Shareholding Notification 2011
65777_rns_2011-11-21_2687220c-4869-46a5-96af-9ecd14b95a0e.pdf
Major Shareholding Notification
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22 November 2011
Company Announcements Office ASX Limited Level 6 20 Bridge Street Sydney NSW 2000
By electronic lodgement
Total pages: 7 (including cover letter)
Dear Sir/Madam
Takeover bid by Seven (National) Pty Limited ACN 153 299 159 ("Seven (National)") for National Hire Group Limited ("National Hire") Notice of change of interests of substantial holder
We attach a Notice of change of interests of substantial holder - Form 604 (Notice).
The voting power of each of Seven Group Holdings Limited and Seven (National) in National Hire has increased to 68.89% due to acceptances of the takeover offers made by Seven (National) and contained in its replacement Bidder's Statement dated 4 October 2011. The increase in voting power represents acceptances from 426 shareholders of National Hire, representing 43.6% of the shareholders to whom takeover offers were sent.
Yours faithfully
i ya mats
John Kinninmont Company Secretary
Form 604 Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
| National Hire Group Limited (National Hire) | ||
|---|---|---|
| Seven (National) Pty Limited ACN 153 299 159 (Seven (National)), WesTrac Pty Limited ACN 009 342 572 (WesTrac),Seven Group Holdings Limited ACN 142 003 469 (SGH) and other subsidiaries of SGH as set out in Annexure A(collectively referred to as the SGH Group). | ||
| ACN/ARSN (if applicable)See Annexure A or as otherwise set out in this Form 604. | ||
| There was a change in the interests of the | ||
| 21/11/2011 | ||
| The previous notice was given to the company on24/10/2011 | ||
| 076 688 938 |
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:
| Class of securities (4) | Previous notice | Present notice | ||
|---|---|---|---|---|
| Person's votes | Voting power (5) | Person's votes | Voting power (5) | |
| Ordinary shares99.805 347 | I67.21% | 102.291.514 | 68.89% |
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 ofchange | Person whoserelevant interestchanged | Nature ofchange (6) | Considerationgiven in relationto change (7) | Class andnumber ofsecuritiesaffected | Person's votesaffected |
|---|---|---|---|---|---|
| See Annexure BISGH Group | lSee Annexure B | lSee Annexure B | lSee Annexure B | See Annexure B | |
| See Annexure B | NorthAstonPtv.Limited ACN 009 387606, Ashblue HoldingslFty Limited ACN 068180 898 and Wroxby See Annexure BPtv Limited ACN 061621921(Stokes)(Holders | lSee Annexure B | lSee Annexure B | lSee Annexure B |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of*elevantinterest | Reaisteredholder ofsecurities | Person entitledto be registeredas holder (8) | Nature ofrelevantinterest (6) | Class andnumber ofsecurities | Person's votes | |
|---|---|---|---|---|---|---|
| -- | ----------------------------------- | --------------------------------------- | ------------------------------------------------------ | --------------------------------------- | -------------------------------------- | ---------------- |
| Seven(National) | WesTrac | lWesTrac | (Seven (National) is anassociate of WesTrac andaccordingly, has a relevantlinterest in the same sharesas WesTrac undersubsections 608(3)(a) of theCorporations Act 2001 (Cth)(Act). (As Seven (National)is not the registered holderof the shares held byWesTrac, its ability to voteand dispose of these sharesis qualified accordingly.) | 98,300,404 ordinaryIshares | 98,300.404 |
|---|---|---|---|---|---|
| Seven(National) | Seven (National) | Seven (National) | Seven (National) has arelevant interest undersubsection 608(1)(a) of theAct, arising fromacceptance of takeoveroffers contained in thereplacement Bidder'sStatement dated 4 October2011 ( Offer ). (As Seven(National) is not registeredas holder of some of thoseshares, being shares it hasnot issued payment for, itsability to vote and disposeof those shares is qualifiedaccordingly.) | 3,991,110 ordinary'shares | 3,991,110 |
| lWesTrac | WesTrac | iWesTrac | Relevant interest undersection 608(1)(a) of the Actas the registered andbeneficial holder of shares. | 98,300,404 ordinarylshares | 98,300,404 |
| lWesTrac | Seven (National) | Seven (National) | WesTrac is an associate ofSeven (National) andaccordingly, has a relevantinterest in the same sharesas Seven (National) undersubsections 608(3)(a) of the 3.991,110 ordinaryAct. (As WesTrac is not theregistered holder of theshares held by Seven(National), its ability to voteand dispose of these sharesis qualified accordingly.) | Ishares | 3,991,110 |
| ISGH and WesTracHoldings PtyLimited ACN009 336 109(collectively, theControllers)land othermembers of the SGH Groupexcluding Seven(National) andWesTrac | Seven (National) andWesTrac | WesTrac | Each entity is an associateof and/or controls Seven(National) and WesTrac and accordingly, has a relevantinterest in the same shareslas Seven (National) aлdSeven (National) and WesTrac under subsections 102,291,514608(3)(a) and 608(3)(b).respectively, of the Act. (Asleach entitv is not theregistered holder of theshares, its ability to voteand dispose of these sharesis qualified accordingly.) | ordinary shares | 102,291,514 |
| Stokes Holders | Seven (National) andWesTrac | Seven (National) andWesTrac | Each Stokes Holder is anassociate of the Controllersand accordingly, has arelevant interest in the sameshares as Seven (National)and WesTrac undersubsection 608(3)(a) of theAct. (As the Stokes Holdersare not the registeredholders of the shares, theirability to vote and disposeof these shares is qualifiedaccordingly.) | 102,291,514ordinary shares | 102,291,514 |
5. Changes in association
$\bar{\beta}$
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:
| Nameandapplicable)______________________________________ | ACN/ARSNAC | (if | _____---Nature of association----- |
|---|---|---|---|
| ----_____ |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address | |
|---|---|---|
| Seven (National) | Level 2, 38-42 Pirrama Road, Pyrmont, NSW, 2009 | |
| WesTrac | 128 Great Eastern Highway, South Guildford, WA, 6055 | |
| ISGH | Level 2, 38-42 Pirrama Road, Pyrmont, NSW, 2009 | |
| Stokes Holders | Level 3, 30 Kings Park Road, West Perth, WA, 6005 | |
| SGH Group entities excluding SGH,Seven (National) and WesTrac. | See Annexure A |
Signature
- 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 $(1)$ 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.
- See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
- $(3)$ See the definition of "relevant interest" in sections 608 and 671B(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.
- $(6)$ Include details of:
- any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ 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
- 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 the $(b)$ 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.
- $(7)$ 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 on 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.
- $(8)$ 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".
- $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Annexure "A"
This is Annexure "A" of 2 pages referred to in the Form 604 (Notice of change of interests of substantial holder), signed by me and dated 22 November 2011.
. . . . . . . . . . . . .
John Kinninmont Company Secretary
| Entity | ACN |
|---|---|
| Akal Pty. Limited | 094 107 794 |
| ATPH Pty. Limited | 128 476 120 |
| ATP1 Pty. Limited | 128 478 311 |
| ATP2 Pty. Limited | 128 480 491 |
| ATP3 Pty. Limited | 128 482 584 |
| Bkal Pty. Limited | 105 833 681 |
| C7 Pty. Limited | 082 901 442 |
| Direct Target Access Pty. Limited | 072 507 227 |
| Engin Limited | 063 582 990 |
| Kimlin Holdings Pty. Limited | 112 288 445 |
| Manooka Holdings Pty. Limited | 092 680 245 |
| Mibroadband Pty. Limited | 080 250 371 |
| Miltonstar Pty. Limited | 074 811 144 |
| Network Investment Holdings Pty Ltd | 078 448 512 |
| Point Pty. Limited | 009 643 501 |
| Realtime Reporters Pty. Limited | 009 371 055 |
| Seven Custodians Pty. Limited | 089 327 551 |
| Seven Entertainment Pty. Limited | 085 598 429 |
| Seven Finance Pty. Limited | 115 082 196 |
| Seven Media Group Pty Limited | 116 850 607 |
| Seven Network (United States) Inc | N/a |
| Seven Network Limited | 052 816 789 |
| Seven Network Asia Limited | N/a |
| Seven Network Nominees Pty. Limited | 060 667 861 |
| Seven Network Investments Pty. Limited | 078 267 759 |
| Seven Network International Limited | 065 640 075 |
| Seven Productions Pty. Limited | 091 398 471 |
| Seven Resources Pty. Limited | 093 422 032 |
| Seven (WAN) Pty. Limited | 122 263 129 |
| SMG Executives Pty Limited | 128 792 003 |
| SMG FINCO Pty Limited | 122 728 321 |
| SNZ Pty. Limited | 124 503 028 |
| Tallglen Pty. Limited | 058 439 786 |
| Ubowireless Pty. Limited | 111 654 847 |
| Unwired Australia Pty. Limited | 094 107 589 |
| Vividwireless Group Limited | 008 082 737 |
| Vividwireless Pty Limited | 137 696 461 |
| WesTrac Holdings Pty Limited | 009 336 109 |
All companies listed above have a registered office located at Level 2, 38 - 42 Pirrama Road, Pyrmont, NSW, 2009 except:
- Seven Network Asia Limited: Unit 1601 56 Kwai Cheong Road, Kwai Chung, Hong Kong $\ddot{\bullet}$
- Seven Network (United States) Inc: 1013 Centre Road, City of Wilmington, Delaware, USA $\bullet$
- Vividwireless Group Limited, Ubowireless Pty. Limited, Unwired Australia Pty. Limited, Akal Pty. Limited, $\bullet$ Bkal Pty. Limited and Vividwireless Pty Limited: Level 8, 8 Central Ave, Eveleigh, NSW, 2015
| Entity | ACN |
|---|---|
| Allight Holdings Pty Ltd | 070 926 555 |
| Allight Pty Ltd | 053 434 807 |
| Allight USA Inc (incorporated in the USA) | N/a |
| EMT Group Pty Limited | 100 871 592 |
| F.G.W. Pacific Pty Ltd | 085 531 353 |
| Liaoning WesTrac Machinery Equipment Limited (incorporated in China) N/a | |
| Mining Equipment Spares Pty Ltd | 133 869 191 |
| National Hire Facilitation Pty Limited | 128 890 442 |
| National Hire Group Limited | 076 688 938 |
| Priority People Solutions Pty Ltd | 147 979 548 |
| Primax Pumps Inc (incorporated in the USA) | N/a |
| Pump Rentals Pty Ltd | 057 090 561 |
| Sitech (Beijing) Engineering Technology Development | |
| Company Limited (incorporated in China) | N/a |
| Sitech Solutions Pty Limited | 137 343 090 |
| Sitech (WA) Pty Ltd | 139 286 454 |
| Sykes Fleet Services Pty Limited | 074 656 027 |
| Sykes Group Pty Limited | 004 093 752 |
| Sykes New Zealand Limited (incorporated in New Zealand) | N/a |
| Tianjin WesTrac Machinery Equipment Limited (incorporated in China) | N/a |
| Weishan (Beijing) Machinery Equipment Ltd (incorporated in China) | N/a |
| WesTrac (Beijing) Machinery Equipment Limited (incorporated in China) | N/a |
| WesTrac China Limited (incorporated in Hong Kong) | N/a |
| WesTrac (China) Machinery Equipment Limited (incorporated in China) | N/a |
| WesTrac Fleet Pty Ltd | 009 413 325 |
| WesTrac Hong Kong Limited (incorporated in Hong Kong) | N/a |
| WesTrac Inventory Pty Ltd | 094 801 573 |
All companies registered in Australia listed above have a registered office located at 12 Hoskins Road, Landsdale, WA, 6065, except:
- WesTrac Inventory Pty Ltd and WesTrac Fleet Pty Ltd: 128 Great Eastern Highway, South Guildford, WA, 6055
- EMT Group Pty Ltd and Mining Equipment Spares Pty Ltd: 327 Victoria Road, Malaga, WA, 6090 $\bullet$
- Priority People Solutions Pty Ltd: Level 2, 38 42 Pirrama Road, Pyrmont, NSW, 2009 $\bullet$
- Sitech Solutions Pty Limited: 33 Allison Street, Bowen Hills, QLD, 4006 $\bullet$
- Sitech (WA) Pty Ltd: Level 3, 35 Outram Street, West Perth, WA, 6005
Annexure "B"
This is Annexure "B" of 1 page referred to in the Form 604 (Notice of change of interests of substantial holder), signed by me and dated 22 November 2011.
$\cdots$ John Kinninmont Company Secretary
| Date of change | Person whoserelevant interestchanged | Nature of change | Consideration givenin relation to change | Class and number ofsecurities affected | Person's votesaffected |
|---|---|---|---|---|---|
| 24/10/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 32,260 ordinary shares | 32,260 |
| 25/10/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 32,157 ordinary shares | 32 157 |
| 26/10/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 5,860 ordinary shares | 5,860 |
| 27/10/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 65,437 ordinary shares | 65,437 |
| 28/10/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 24,945 ordinary shares | 24,945 |
| 31/10/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 18,239 ordinary shares | 18,239 |
| 2/11/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 73,407 ordinary shares | 73,407 |
| 3/11/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 49,861 ordinary shares | 49,861 |
| 4/11/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 96,507 ordinary shares | 96,507 |
| 7/11/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 82,809 ordinary shares | 82,809 |
| 8/11/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 28,026 ordinary shares | 28,026 |
| 9/11/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 36,997 ordinary shares | 36,997 |
| 10/11/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 35,279 ordinary shares | 35,279 |
| 11/11/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 29,172 ordinary shares | 29.172 |
| 14/11/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $$3.00$ per share | 56,176 ordinary shares | 56.176 |
| 15/11/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 153,545 ordinaryshares | 153,545 |
| 16/11/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 63,128 ordinary shares | 63,128 |
| 17/11/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 111,082 ordinaryshares | 111,082 |
| 18/11/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 230,089 ordinaryshares | 230,089 |
| 21/11/2011 | SGH Group and theStokes Holders | Acceptance undertakeover offer (inaccordance with Offer) | $3.00 per share | 1,261,191 ordinaryshares | 1,261,191 |
| Total | 2,486,167 | 2,486,167 |