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SGH LIMITED Major Shareholding Notification 2020
65777_rns_2020-07-13_04cc8193-5b4b-40cc-aa99-f0c31a16b972.pdf
Major Shareholding Notification
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14 July 2020
Mr Dominic Millgate Company Secretary Boral Limited 15 Blue Street North Sydney, NSW, 2060
Total Pages: 8 (including covering letter)
Dear Mr Millgate
Notice of Change of Interests of Substantial Holder
Attached is a Notice of Change of Interests of Substantial Holder – Form 604.
Yours faithfully
Warren Coatsworth Company Secretary
Cc Company Announcement Office ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000
Seven Group Holdings Limited | A BN 46 142 003 469
Level 30, 175 LiverpoolStreet, Sydney NSW 2000 Australia | P ostal Address: PO Box 745, Darlinghurst NSW 1300Australia| T elephone +6 1 2 8777 7777 | Facsimile +6 1 2 8 777 7192
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| Boral Limited (Company) |
|---|
| ------------------------- |
ACN/ARSN 008 421 761
1. Details of substantial holder (1)
To: Company Name/Surname
Name Seven Group Holdings Limited (SGH), Network Investment Holdings Pty Ltd (Network Inv estment) and SGH's other subsidiaries as set out in Annexure A (SGH Group)
ACN (if applicable) 142 003 469
| There was a change in the interests of the substantial holder on | 10/07/2020 |
|---|---|
| The previous notice was given to the company on | 29/06/2020 |
| The previous notice was dated | 29/06/2020 |
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 | 149,434,392 | 12.19% | 199,905,206 | 16.31% |
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 relevantinterest changed | Nature of change (6) | Consideration givenin relation to change(7) | Class andnumber ofsecuritiesaffected | Person's votesaffected |
|---|---|---|---|---|---|
| 03/07/2020 | SGH, NetworkInvestment andeach othermember of theSGH Group | Purchase of ordinary shares as set out inAnnexure B | Set out inAnnexure B | 848,754ordinaryshares | 0.069% |
| 07/07/2020 | SGH, NetworkInvestment andeach othermember of theSGH Group | Purchase of ordinary shares as set out inAnnexure B | Set out inAnnexure B | 1,822,434ordinaryshares | 0.149% |
| 08/07/2020 | SGH, NetworkInvestment andeach othermember of theSGH Group | Purchase of ordinary shares as set out inAnnexure B | Set out inAnnexure B | 4,197,097ordinaryshares | 0.342% |
| 09/07/2020 | SGH, NetworkInvestment andeach othermember of theSGH Group | Purchase of ordinary shares as set out inAnnexure B | Set out inAnnexure B | 1,872,199ordinaryshares | 0.153% |
| 10/07/2020 | SGH, NetworkInvestment andeach othermember of theSGH Group | Purchase of ordinary shares as set out inAnnexure B | Set out inAnnexure B | 36,250,000ordinaryshares | 2.958% |
| Date of change | Person whose relevantinterest changed | Nature of change (6) | Consideration givenin relation to change(7) | Class andnumber ofsecuritiesaffected | Person's votesaffected |
|---|---|---|---|---|---|
| 14/07/2020 | SGH, NetworkInvestment andeach other | Purchase of ordinary shares as set out inAnnexure B | Set out inAnnexure B | 5,480,330ordinary | 0.447% |
| member of theSGH Group | shares |
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 numberof securities | Person's votes |
|---|---|---|---|---|---|
| NetworkInvestment | NetworkInvestment | NetworkInvestment | Relevant interest under subsection608(1) of the Act as the beneficialowner of the shares | 199,905,206 | 16.31 |
| SGH and eachother member ofthe SGH Group(other thanNetworkInvestment) | NetworkInvestment | NetworkInvestment | Each entity is an associate of and/orcontrols Network Investment andaccordingly has a relevant interest inthe same shares as NetworkInvestments under paragraphs608(3)(a) or 608(3)(b) of the Act.As none of these entities are entitledto be registered as holder of theshares, each entity's ability to vote anddispose of these shares is qualifiedaccordingly | 199,905,206 | 16.31 |
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 controls each member of the SGH Group and, as such, they are eachassociates of each other. The members of SGH Group are set out in Annexure A,some entities of which may have become members, or ceased to be members, sincethe last notice was given to the Company. |
6. Addresses
The addresses of persons in this form are as follows:
| Name | Address |
|---|---|
| SGH | Level 30, 175 Liverpool Street, Sydney, NSW, 2000 |
| SGH Group | See Annexure A |
Signature
| print name | Warren Coatsworth | capacity | Company Secretary |
|---|---|---|---|
| sign her e | date | 14 July 2020 |
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, signed by me and dated 14 July 2020
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 (National) Pty Limited | 153 299 159 |
| Seven (WAN) Pty Limited | 122 263 129 |
| Seven Custodians Pty Limited | 089 327 551 |
| Seven Entertainment Pty Limited | 085 598 429 |
| Seven Media Group Pty Limited | 116 850 607 |
| Seven Network (United States) Inc | N/A |
| Seven Network International Limited | 065 640 075 |
| Seven Network Investments Pty Limited | 078 267 759 |
| Seven Network Limited | 052 816 789 |
| Seven Network Nominees Pty Limited | 060 667 861 |
| Seven Resources Pty Limited | 093 422 032 |
| 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 |
| SGH Energy Aust. Pty Limited | 090 835 608 |
| SGH Energy NTP66 Pty Limited | 123 243 470 |
| SGH Energy Pty Limited | 058 818 278 |
| SGH Energy VICP54 Pty Limited | 108 405 009 |
| SGH Energy VICP56 Pty Limited | 125 036 142 |
| SGH Energy WA Pty Limited | 113 911 274 |
| SGH Energy WA377P Pty Limited | 123 243 274 |
| SGH Productions Pty Limited | 091 398 471 |
| 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 |
All companies listed above have a registered office located at Level 30, 175 Liverpool Street, Sydney, NSW, 2000 except Seven Network (United States) Inc: 1013 Centre Road, City of Wilmington, Delaware, USA
| Entity | ACN |
|---|---|
| Allight Holdings Pty Ltd | 070 926 555 |
| AllightPrimax FZCO | N/a |
| AllightSykes Pty Ltd | 053 434 807 |
| AllightSykes New Zealand Limited | N/a |
| Allight Sykes SA (Proprietary) Limited | N/a |
| F.G.W Pacific Pty Ltd | 085 531 353 |
| Mining Equipment Spares Pty Ltd | 133 869 191 |
| National Hire Facilitation Pty Limited | 128 890 442 |
| National Hire Group Limited | 076 688 938 |
| Primax USA Inc | N/a |
| Pump Rentals Pty Ltd | 057 090 561 |
| Sitech Solutions Pty Limited | 137 343 090 |
| Sitech (WA) Pty Limited | 139 286 454 |
| Sykes Group Pty Limited | 004 093 752 |
| Sykes Fleet Services Pty Limited | 074 656 027 |
| WesTrac Pty Limited | 009 342 572 |
| WesTrac Machinery Distribution Pty Limited | 155 500 413 |
All companies listed above have a registered office located at 12 Hoskins Road, Landsdale, WA, 6065, except:
- AllightPrimax FZCO: Plot No. S50119, Jebel Ali Free Zone South, Dubai, UAE
- Allight Sykes SA (Proprietary) Limited: 2 Eglin Road, Sunning Hill, South Africa, 2157
- Mining Equipment Spares Pty Ltd: 327 Victoria Road, Malaga, WA, 6090
- PT Allightsykes: JI Proklamsi #38 RT 32, Balikpapan, Indonesia
- Primax USA Inc: 11000 S Commerce Blvd Charlotte NC 28273
- Sitech Solutions Pty Limited: 33 Allison Street, Bowen Hills, QLD, 4006
- Sitech (WA) Pty Ltd: 128 Great Eastern Highway, South Guildford, WA, 6055
| 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 Group Pty Limited | 126 739 240 |
| 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 listed above have a registered office located at Level 6, 241 O'Riordan Street, Mascot NSW 2020 except:
- Coates Hire (NZ) Limited: Bell Gulley, Level 22, Vero Centre, 48 Shortland Street, Auckland, NZ
- PT Coates Hire Indonesia: Gedung World Trade Centre 5 Lt. 3A, JI.Jend. Surdiman Kav. 29-31, Karet, Setiabudi, Jakarta, 12920 Indonesia
- PT Coates Services Indonesia: WISMA GKBI Lt. 39 S3901 JI. Jend. Surdiman No. 28, Bendungan Hiliar, Tnar Abung, Jakarta Pusat, DKI Jakarta Raya, Indonesia
Annexure 'B'
This is Annexure 'B' of 2 pages referred to in the Form 604 (Notice of change of interests of substantial holder), signed by me and dated 14 July 2020.
Warren Coatsworth Company Secretary
| Holder of relev antinterest | Date of acquisition Consideration (9) | Class and numberof securities | ||
|---|---|---|---|---|
| Cash | Non-cash | |||
| SGH, Network Inv estment and each member of the SGH Group | 3/07/2020 | $3.710 per share | - | 16,547 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 3/07/2020 | $3.715 per share | - | 8,319 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 3/07/2020 | $3.720 per share | - | 115,110 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 3/07/2020 | $3.725 per share | - | 123,301 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 3/07/2020 | $3.730 per share | - | 257,573 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 3/07/2020 | $3.735 per share | - | 12,075 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 3/07/2020 | $3.740 per share | - | 135,964 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 3/07/2020 | $3.745 per share | - | 3,051 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 3/07/2020 | $3.750 per share | - | 176,814 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 7/07/2020 | $3.725 per share | - | 1,809 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 7/07/2020 | $3.730 per share | - | 428,241 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 7/07/2020 | $3.740 per share | - | 1,392,384 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 8/07/2020 | $3.670 per share | - | 4,444 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 8/07/2020 | $3.675 per share | - | 98,726 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 8/07/2020 | $3.680 per share | - | 168,052 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 8/07/2020 | $3.685 per share | - | 2,035 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 8/07/2020 | $3.690 per share | - | 1,552,872 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 8/07/2020 | $3.695 per share | - | 4,057 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 8/07/2020 | $3.700 per share | - | 366,911 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 8/07/2020 | $3.705 per share | - | 2,000,000 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 9/07/2020 | $3.700 per share | - | 13,601 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 9/07/2020 | $3.705 per share | - | 4,470 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 9/07/2020 | $3.710 per share | - | 43,926 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 9/07/2020 | $3.715 per share | - | 5,328 ordinary shares |
|---|---|---|---|---|
| SGH, Network Inv estment and each member of the SGH Group | 9/07/2020 | $3.720 per share | - | 467,272 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 9/07/2020 | $3.725 per share | - | 303,920 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 9/07/2020 | $3.730 per share | - | 180,193 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 9/07/2020 | $3.735 per share | - | 274,773 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 9/07/2020 | $3.740 per share | - | 176,199 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 9/07/2020 | $3.745 per share | - | 251,984 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 9/07/2020 | $3.750 per share | - | 150,533 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 10/07/2020 | $3.635 per share | - | 8 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 10/07/2020 | $3.640 per share | - | 74,859 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 10/07/2020 | $3.660 per share | - | 448,508 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 10/07/2020 | $3.665 per share | - | 13,729 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 10/07/2020 | $3.670 per share | - | 173,758 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 10/07/2020 | $3.680 per share | - | 464,317 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 10/07/2020 | $3.700 per share | - | 34,649,629 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 10/07/2020 | $3.705 per share | - | 1,938 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 10/07/2020 | $3.710 per share | - | 159,458 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 10/07/2020 | $3.715 per share | - | 263,796 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 14/07/2020 | $3.695 per share | - | 25,547 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 14/07/2020 | $3.700 per share | - | 185,618 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 14/07/2020 | $3.710 per share | - | 1,657 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 14/07/2020 | $3.720 per share | - | 18,131 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 14/07/2020 | $3.725 per share | - | 5,050,000 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 14/07/2020 | $3.730 per share | - | 19,907 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 14/07/2020 | $3.735 per share | - | 25,000 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 14/07/2020 | $3.740 per share | - | 52,068 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 14/07/2020 | $3.745 per share | - | 50,000 ordinary shares |
| SGH, Network Inv estment and each member of the SGH Group | 14/07/2020 | $3.750 per share | - | 46,049 ordinary shares |
| TOTAL | 50,470,814 ordinary shares |