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SGH LIMITED Major Shareholding Notification 2018
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Major Shareholding Notification
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28 September 2018
Company Announcements Office Australian Securities Exchange Limited Level 6, 20 Bridge Street SYDNEY NSW 2000
By electronic lodgement
Total Pages: 5 (including cover letter)
Dear Sir/ Madam
Notice of Change of Interests of Substantial Holder
As notified to the ASX today, the voting power in Seven Group Holdings Limited ("SGH") (ASX Code: SVW) of the entities controlled by Mr Kerry Stokes AC has decreased by 4.7% as a result of dilution resulting from the conversion of TELYS4 into ordinary shares outlined in the Explanatory Memorandum lodged on 24 August 2018 (Conversion of TELYS4 into Ordinary Shares) and the corresponding increase in SGH shares on issue.
SGH and its subsidiaries (the SGH Group) are technically "associates" of those entities by virtue of the operation of the Corporations Act. The SGH Group's resulting voting power in SGH has therefore decreased in a corresponding fashion, details of which are set out in the attached notice.
Yours faithfully
Warren Coatsworth Company Secretary
Seven Group Holdings Limited | A BN 46 142 003 469 3 8-42 P irrama Road | P yrmont N SW 2 009 Australia | P ostal A ddress: PO Box 7 77 | P yrmont N SW 2 009 Australia T elephone +6 1 2 8 777 7 777 | Facsimile +6 1 2 8 777 7192
Form 604 Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| To:Company Name/Surname | Seven Group Holdings Limited(SGH) | |
|---|---|---|
| ACN/ARSN | 142 003 469 | |
| 1. | Details of substantial holder (1) | |
| Name | Seven Group Holdings Limited (SGH) and SGH's subsidiaries as set out inAnnexure A (SGH Group) | |
| ACN (if applicable) | 142 003 469 |
There was a change in the interests of the substantial holder on 27/09/2018 The previous notice was given to the company on 29/09/2017 The previous notice was dated 29/09/2017
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) | Person's votes | Voting power (5) |
| Ordinary shares | 207,304,349 | 65.82%(based on 314,966,451ordinary shares on issue) | 207,304,349 | 61.12%(based on 339,155,233ordinary shares on 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 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 | Person whose relevant interest changed | Nature of change (6) | Consideration givenin relation to change(7) | Class andnumber ofsecuritiesaffected | Person's votesaffected |
|---|---|---|---|---|---|
| 27/09/2018 | North Aston Pty Limited ACN 009387 606 (North Aston), WroxbyPty Limited ACN 061 621 921(Wroxby), Tiberius (SevenInvestments) Pty Limited ACN608 687 690 (TSI), and AshblueHoldings Pty Limited ACN 068180 898 (Ashblue), (collectively,the Stokes Holders) | Dilution of voting powerresulting from theconversion of TELYS4 inaccordance with theExplanatoryMemorandum lodged on24 August 2018(Conversion of TELYS4into Ordinary Shares) | N/A | N/A | N/A |
4. Present relevant interest
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevant interest | Registered holder ofsecurities | Person entitled to beregistered as holder (8) | Nature of relevant interest (6) | Class and number ofsecurities | Person's votes |
|---|---|---|---|---|---|
| The Stokes | North Aston | North Aston | Relevant interests of North Aston, | 207,304,349 | 207,304,349 |
| Holders | (114,110,000), | (114,110,000), | Wroxby, TSI and Ashblue arise | ordinary | |
| Wroxby | Wroxby | under s608(1)(a) of the | shares | ||
| (23,731,907), | (23,731,907), | Corporations Act as registered | |||
| TSI (7,000,000) | TSI (7,000,000) | holder, or entitled to be registered | |||
| and Ashblue | and Ashblue | holder, and under s608(1)(b) of the | |||
| (62,462,442) | (62,462,442) | Corporations Act pursuant to a | |||
| voting agreement in relation to SGH |
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 (if applicable) | Nature of association |
|---|---|
| SGH and the SGH Group | SGH and each of the SGH Group members is an associate of the StokesHolders under section 12(2)(1)(iii) of the Corporations Act because they areunder the common control of Mr Kerry Matthew Stokes AC. The members ofSGH Group are set out in Annexure "A". |
6. Addresses
The addresses of persons in this form are as follows:
| Name | Address |
|---|---|
| SGH | Level 2, 38 – 42 Pirrama Road, Pyrmont, NSW, 2009 |
| SGH Group | See Annexure A |
| The Stokes Holders | Level 3, 30 Kings Park Road, West Perth, WA 6005 |
Signature
print name Warren Coatsworth capacity Company Secretary sign her e date 28 September 2018
DIRECTIONS
(1) If there are a number of substantial holders with similar or related 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.
(2) See the definition of "associate" in section 9 of the Corporations Law.
(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:
- (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671(4) applies, a copy 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
- (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 the 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 of 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 28 September 2018.
Warren Coatsworth Company Secretary
| Entity | ACN |
|---|---|
| C7 Pty. Limited | 082 901 442 |
| Direct Target Access Pty. Limited | 072 507 227 |
| Industrial Investment Holdings Pty Limited | 166 596 710 |
| Kimlin Holdings Pty. Limited | 112 288 445 |
| Manooka Holdings Pty. Limited | 092 680 245 |
| Miltonstar Pty. Limited | 074 811 144 |
| Network Investment Holdings Pty. Limited | 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 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 Nominees Pty. Limited | 060 667 861 |
| Seven Network Investments Pty. Limited | 078 267 759 |
| Seven Network International Limited | 065 640 075 |
| SGH Productions Pty. Limited | 091 398 471 |
| Seven Resources Pty. Limited | 093 422 032 |
| Seven (WAN) Pty. Limited | 122 263 129 |
| SGH Communications Pty. Limited | 063 582 990 |
| SGH Energy (No 1) Pty Limited | 168 933 355 |
| SGH Energy (No 2) Pty Limited | 168 935 644 |
| SMG Executives Pty. Limited | 128 792 003 |
| SMG FINCO Pty. Limited | 122 728 321 |
| SNZ Pty. Limited | 124 503 028 |
| Specialised Investments Pty Limited | 163 941 884 |
| Tallglen Pty. Limited | 058 439 786 |
| WesTrac Holdings Pty. Limited | 009 336 109 |
| SGH Energy Pty Limited | 058 818 278 |
| SGH Energy Aust. Pty Limited | 090 835 608 |
| SGH Energy NTP66 Pty Limited | 123 243 470 |
| SGH Energy VICP56 Pty Limited | 125 036 142 |
| SGH Energy WA377P Pty Limited | 123 243 274 |
| SGH Energy WA Pty Limited | 113 911 274 |
| SGH Energy VICP54 Pty Limited | 108 405 009 |
All companies listed above have a registered office located at Level 2, 38 – 42 Pirrama Road, Pyrmont, NSW, 2009 except Seven Network (United States) Inc: 1013 Centre Road, City of Wilmington, Delaware, USA
| Entity | ACN |
|---|---|
| Allight Holdings Pty. LtdAllightPrimax FZCOAllightSykes Pty. LtdAllight Sykes SA (Proprietary) LimitedFGW Pacific Pty. Ltd | 070 926 555N/a053 434 807N/a085 531 353 |
| Mining Equipment Spares Pty. Ltd | 133 869 191 |
|---|---|
| National Hire Facilitation Pty. Limited | 128 890 442 |
| National Hire Group Limited | 076 688 938 |
| PT Allightsykes | N/a |
| Primax USA Inc (incorporated in the USA) | N/a |
| Pump Rentals Pty. Ltd | 057 090 561 |
| Sitech Solutions Pty. Limited | 137 343 090 |
| Sitech (WA) Pty. Ltd | 139 286 454 |
| Sykes Group Pty. Limited | 004 093 752 |
| Sykes Fleet Services Pty. Limited | 074 656 027 |
| Sykes New Zealand Limited (incorporated in New Zealand) | N/a |
| WesTrac Pty. Ltd | 009 342 572 |
| WesTrac Machinery Distribution Pty Limited | 155 500 413 |
All companies registered in Australia listed above have a registered office located at 12 Hoskins Road, Landsdale, WA, 6065, except:
- Sitech (WA) Pty Ltd: 128 Great Eastern Highway, South Guildford, WA, 6055
- Mining Equipment Spares Pty Ltd: 327 Victoria Road, Malaga, WA, 6090
- Sitech Solutions Pty Limited: 33 Allison Street, Bowen Hills, QLD, 4006
- Allight Sykes SA (Proprietary) Limited: 2 Eglin Road, Sunning Hill, South Africa, 2157
- PT Allightsykes: JI Proklamsi #38 RT 32, Balikpapan, Indonesia
- AllightPrimax FZCO: Plot No. S50119, Jebel Ali Free Zone South, Dubai, UAE
Entity ACN
| All Hire Pty Limited | 066 054 500 |
|---|---|
| Allplant Services Pty Limited | 007 691 910 |
| Australian Highway Plant Services Pty Limited | 060 383 511 |
| Coates Fleet Pty Limited | 073 603 559 |
| Coates Hire Group Pty Limited | 126 730 240 |
| Coates Group Holdings Pty Limited | 126 069 341 |
| Coates Hire Holdco SPV Pty Limited | 607 858 328 |
| Coates Hire Access SPV Pty Limited | 607 868 333 |
| Coates Hire Limited | 073 603 586 |
| Coates Hire Operations Pty Limited | 074 126 971 |
| Coates Hire Overseas Investments Pty Limited | 086 464 379 |
| Coates Hire (NZ) Limited | N/a |
| Coates Hire Traffic Solutions Pty Limited | 114 055 640 |
| DWB (NH) Pty Limited | 003 620 951 |
| Nahi Pty Limited | 077 777 238 |
| National Hire Equipment Pty Limited | 080 468 293 |
| National Hire Finance Pty Limited | 117 581 530 |
| National Hire Operations Pty Limited | 080 468 319 |
| National Hire Properties Pty Limited | 101 354 107 |
| National Hire Trading Pty Limited | 080 468 328 |
| Ned Finco Pty Limited | 128 290 844 |
| PT Coates Hire Indonesia | N/a |
| PT Coates Services Indonesia | N/a |
| True Blue Hire Australia Pty Limited | 080 468 266 |
All companies registered in Australia listed above have a registered office located at Level 6, 241 O'Riordan Street , Mascot NSW 2020 except:
- Coates Hire (NZ) Limited of Bell Gulley, Level 22, Vero Centre, 48 Shortland Street,Auckland, NZ
- PT Coates Hire Indonesia of Gedung World Trade Centre 5 Lt. 3A, JI.Jend. Surdiman Kav. 29- 31, Karet, Setiabudi, Jakarta, 12920 Indonesia
- PT Coates Services Indonesia of WISMA GKBI Lt. 39 S3901 JI. Jend. Surdiman No. 28, Bendungan Hiliar, Tnar Abung, Jakarta Pusat, DKI Jakarta Raya, Indonesia