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SGH LIMITED Major Shareholding Notification 2011

Oct 30, 2011

65777_rns_2011-10-30_2e07a53e-5624-4ebd-9019-d99b1e01d686.pdf

Major Shareholding Notification

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SGH Media, Industrial Services and Investments

31 October 2011

Mr Peter Bryant Company Secretary Seven West Media Limited Newspaper House, 50 Hasler Road OSBORNE PARK 6017 WA

Total Pages: 6 (including cover letter)

Dear Mr Bryant

Notice of Change of Interests of Substantial Holder

Attached is a Notice of Change of Interests of Substantial Holder - Form 604.

Yours sincerely

Warren Coatsworth Company Secretary

cc - Company Announcements Office ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000 By facsimile: 1300 135 638

Seven Group Holdings Limited | ABN 46 142 003 469 38-42 Pirrama Road | Pyrmont NSW 2009 Australia | Postal Address: PO Box 777 | Pyrmont NSW 2009 Australia Telephone +61 2 8777 7777 | Facsimile +61 2 8777 7192

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Form 604
Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Seven West Media Limited (SWM)
ACN/ARSN 053 480 845
1. Details of substantial holder (1)
Name Seven Group Holdings Limited (SGH) and SGH's subsidiaries as set out in Annexure A (SGH Group)
ACN/ARSN (if applicable) 142 003 469
There was a change in the interests of the
substantial holder on 28/10/2011
The previous notice was given to the company on 17/10/2011

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 shares 198.165.004 130.7% 209.665.004 32.5%

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 and numberof securitiesAffected Person's votesaffected
26/10/2011 SGH, Seven (WAN) PtyLimited ACN 122 263 129.WesTrac Holdings Pty LimitedIACN 009 336 109 and SevenNetwork Limited ACN 052 816 789 (collectively the SevenControllers), Seven MediaGroup Pty Limited ACN 116850 607 (SMG), othermembers of the SGH Groupland North Aston Pty LimitedACN 009 387 606, AshblueHolding Pty Limited ACN 068180 898 and Wroxby PtyLimited ACN 061 621 921(collectively, the Stokes(Holders Acquisition of shares on-1$3.387lmarket. 704,561 ordinaryIshares 704.561
27/10/2011 Seven Controllers, SMG andthe Stokes Holders Acquisition of shares on-1$3.504lmarket. 850,000 ordinaryshares 850,000
28/10/2011 Seven Controllers, SMG andlthe Stokes Holders Acquisition of shares on-1$3.608lmarket. 7,000,000 ordinaryshares 7.000.000
28/10/2011 Seven Controllers, SMG andthe Stokes Holders Acquisition of shares on-1$3,595market. 2.945.439 ordinaryIshares 2.945,439

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 Person entitledto be registeredas holder (8) Nature ofrelevantinterest (6) Class andnumber ofsecurities Person's votes
SMG SMG, other than inrespect of 11,500,000lof the shares, whichlare registered in theiname of unknown.lvendars SMG Relevant interest under section608(1)(a) of the Corporations Act2001 (Cth) (Act) as the registered(or entitled to be registered) andbeneficial bolder of the shares. 1209.665.004lordinary shares 209,665,004
SGH and the SGH Group, excludingismg. SMG, other than inrespect of 11,500,000of the shares, whichlare registered in theiname of unknown.lvendors ISMG Each entity is an associate ofand/or controls SMG andaccordingly, has a relevant interestin the same shares as SMG under.sections 608(3)(a) or 608(3)(b),respectively, of the Act.(As each entity is not the registeredholder of the shares, its ability tovote and dispose of these shares isqualified accordingly.) 209,665,004ordinary shares 209.665.004
The Stokes Holders SMG, other than in respect of 11,500,000lof the shares, whichlare registered in thename of unknownlvendors ISMG Each Stokes Holder is an associate 209,665,004of the Seven Controllers andaccordingly, has a relevant interestin the same shares as SMG undersection 608(3)(a) of the Act.(As the Stokes Holders are not theregistered holders of the shares.their ability to vote and dispose ofthese shares is qualifiedaccordingly.) ordinary shares 209.665.004

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:

Name and ACN/ARSN (ifapplicable THE REPORT OF PERSONAL PROPERTY AND-----------------------------------------Nature ofassociation________
.

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6. Addresses

The addresses of persons named in this form are as follows:

Name Address
SGH Level 2, 38-42 Pirrama Road, Pyrmont, NSW 2009
The Stokes Holders Level 3, 30 Kings Park Road, West Perth, WA 6005
The SGH Group lSee Annexure A

Signature

print name Warren Coatsworth

Company Secretary capacity

sign here

Date 31/10/2011

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 6 of the form.
  • See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
  • See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
  • $(4)$ 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 of $(a)$ 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.

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". $(8)$

$(9)$ 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 31 October 2011.

Warren Coatsworth 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 (National) Pty Limited 153 299 159
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 ٠
  • 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
WesTrac Pty Ltd 009 342 572

All companies registered in Australia listed above have a registered office located at 12 Hoskins Road, Landsdale, WA, 6065, except:

  • WesTrac Inventory Pty Ltd, WesTrac Pty Ltd and WesTrac Fleet Pty Ltd: 128 Great Eastern Highway, $\bullet$ South Guildford, WA, 6055
  • EMT Group Pty Ltd and Mining Equipment Spares Pty Ltd: 327 Victoria Road, Malaga, WA, 6090Priority People Solutions Pty Ltd: Level 2, 38 42 Pirrama Road, Pyrmont, NSW, 2009 $\bullet$
  • $\bullet$
  • 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 $\blacksquare$