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SGH LIMITED — Major Shareholding Notification 2021
May 9, 2021
65777_rns_2021-05-09_7dd02bfa-a6d4-4040-b4c7-af4fab82c091.pdf
Major Shareholding Notification
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Section 671B
Notice of change of interests of substantial holder
| To Company Name/Scheme | Boral Limited (Company) | |
|---|---|---|
| ACN/ARSN | 008 421 761 | |
| 1. Details of substantial holder (1) | ||
| Name | Seven Group Holdings Limited (SGH), Network Investment Holdings Pty Limited (Network Investment) and SGH's othersubsidiaries as set out in the Annexure (SGH Group) | |
| ACN/ARSN (if applicable)142 003 469 | ||
| There was a change in the interests of the | ||
| substantial holder on | 10/05/2021 | |
| The previous notice was given to the company on | 09/04/2021 | |
| The previous notice was dated | 09/04/2021 |
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 votesVoting power (5) | Person's votesVoting power (5) | |||
| Fully paid ordinary shares ("Shares") | Up to 281,704.050 | Up to 22.984% | Up to 281,704.050 | Up to 23.18%1 |
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) | Considerationgiven inrelation tochange (7) | Class and number ofsecurities affected | Person's votes affected |
|---|---|---|---|---|---|
| N/A | N/A | N/A | N/A | N/A | N/A |
1 This notice is required to be given under s.671B(1)(c) of the Corporations Act. Since the date of the previous notice, there has been no change in the relevant interests of SGH, Network Investments or the SGH Group. However, SGH notes that since the date of the previous notice the voting power of the entities has increased as a result of the on-market buy-back currently being undertaken by the Company.
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevantinterest | Registered holder ofsecurities | Person entitled to beregistered as holder(8) | Nature of relevant interest (6) | Class and number ofsecurities | Person'svotes |
|---|---|---|---|---|---|
| Network Investment | Network Investment | Network Investment | Relevant interest under s 608(1) of theCorporations Act 2001 (Cth)(Corporations Act) as the registeredholder and beneficial owner of the shares. | 244,934,437ordinary shares | 20.15% |
| SGH and each othermember of the SGHGroup (other thanNetwork Investment) | Network Investment | Network Investment | Each entity is an associate of and/orcontrols Network Investment andaccordingly has a relevant interest in thesame shares as Network Investmentunder ss 608(3)(a) or 608(3)(b) of theCorporations Act. As none of theseentities are entitled to be registered asholder of the shares, each entity's abilityto vote and dispose of these shares isqualified accordingly. | 244,934,437ordinary shares | 20.15% |
| WesTrac Holdings PtyLimited (WesTracHoldings) | Macquarie Bank Ltd orunknown registeredholders* | WesTrac Holdings | Relevant interest under s 608(8) of theCorporations Act pursuant to a physicallysettled equity swap transaction enteredinto with Macquarie Bank Ltd on 8 April2021 entitling WesTrac Holdings to betransferred up to 36,769,913 ordinaryshares, subject to the conditions and onthe terms, set out in the Equity SwapTransaction Confirmation dated 8 April2021. | Up to 36,769,613ordinary shares | Up to 3.03% |
| SGH and each memberof the SGH Group (otherthan WesTrac Holdings) | Macquarie Bank Ltd orunknown registeredholders* | WesTrac Holdings | Each entity is an associate of and/orcontrols WesTrac Holdings andaccordingly has a relevant interest in thesame shares as WesTrac Holdings underss 608(3)(a) or 608(3)(b) of theCorporations Act. As none of theseentities are entitled to be registered asholders of the shares, each entity's abilityto vote and dispose of these shares isqualified accordingly. | Up to 36,769,613ordinary shares | Up to 3.03% |
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 (if applicable) | Nature of association |
|---|---|
| SGH and the SGH Group | SGH controls each member of the SGH Group and, as such, they are each associates of eachother. The members of SGH Group are set out in the Annexure, some entities of which may havebecome members, or ceased to be members, since the last notice was given to the Company. |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| SGH | Level 30, 175 Liverpool Street, Sydney, NSW, 2000 |
| SGH Group | See Annexure |
| Signature | ||||||
|---|---|---|---|---|---|---|
| print name Warren Coatsworth | capacity | Company Secretary | ||||
| sign here | date | 10 May 2021 | ||||
| DIRECTIONS | ||||||
| (1) | is clearly set out in paragraph 6 of the form. | If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager andtrustee 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 | ||||
| (2) | See the definition of "associate" in section 9 of the Corporations Act 2001. | |||||
| (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) | scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and | any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copyof any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, | ||||
| (b) | securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). | 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 | ||||
| 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 acontingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if theyare 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
This is an Annexure of 2 pages referred to in the Form 604, signed by me and dated 10 May 2021.
Warren Coatsworth Company Secretary
| Entity | ACN |
|---|---|
| C7 Pty Limited | 082 901 442 |
| Direct Target Access Pty Limited | 072 507 227 |
| Industrial Investment HoldingsPty 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 PtyLimited | 078 267 759 |
| Seven Network Limited | 052 816 789 |
| Seven Network Nominees PtyLimited | 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 | 070926 555 |
| AllightPrimax FZCO | N/a |
| AllightSykes Pty Ltd | 053434 807 |
| AllightSykes New Zealand Limited | N/a |
| Allight Sykes SA (Proprietary)Limited | N/a |
| F.G.W Pacific Pty Ltd | 085531 353 |
| Mining Equipment Spares Pty Ltd | 133869 191 |
| National Hire Facilitation Pty Limited | 128890 442 |
| National Hire Group Limited | 076688 938 |
| Primax USA Inc | N/a |
| Pump Rentals Pty Ltd | 057090 561 |
| Sitech Solutions Pty Limited | 137343 090 |
| Sitech (WA) Pty Limited | 139286 454 |
| Sykes Group Pty Limited | 004093 752 |
| Sykes Fleet Services Pty Limited | 074656 027 |
| WesTrac Pty Limited | 009342 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 | 066054 500 |
| Allplant Services Pty Limited | 007691 910 |
| Australian Highway Plant Services Pty Limited | 060383 511 |
| Coates Fleet Pty Limited | 073603 559 |
| Coates Group Pty Limited | 126739 240 |
| Coates Group Holdings Pty Limited | 126069 341 |
| Coates Hire Holdco SPV Pty Limited | 607858 328 |
| Coates Hire Access SPV Pty Limited | 607868 333 |
| Coates Hire Limited | 073603 586 |
| Coates Hire Operations Pty Limited | 074126 971 |
| Coates Hire Overseas Investments Pty Limited | 086464 379 |
| Coates Hire (NZ) Limited | N/a |
| Coates Hire Traffic Solutions Pty Limited | 114055 640 |
| DWB (NH) Pty Limited | 003620 951 |
| Nahi Pty Limited | 077777 238 |
| National Hire Equipment Pty Limited | 080468 293 |
| National Hire Finance Pty Limited | 117581 530 |
| National Hire Operations Pty Limited | 080468 319 |
| National Hire Properties Pty Limited | 101354 107 |
| National Hire Trading Pty Limited | 080468 328 |
| Ned Finco Pty Limited | 128290 844 |
| PT Coates Hire Indonesia | N/a |
| PT Coates Services Indonesia | N/a |
| True Blue Hire Australia Pty Limited | 080468 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