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SGH LIMITED — Major Shareholding Notification 2024
May 28, 2024
65777_rns_2024-05-28_ea2749b8-c8f1-44b3-870c-7e14b328f0d1.pdf
Major Shareholding Notification
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29 May 2024
Company Announcements Office Australian Securities Exchange Limited Level 6, 20 Bridge Street SYDNEY NSW 2000 By electronic lodgement
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: SVW) of the entities controlled by Mr Kerry Stokes AC has decreased to 52.57% as a result of securities issued by SGH as consideration for the acquisition of Boral Limited.
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
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Warren Coatsworth Company Secretary
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Seven Group Holdings Limited | ABN 46 142 003 469
Level 30, 175 Liverpool Street, Sydney NSW 2000 | Postal Address: PO Box 745, Darlinghurst NSW 1300 Telephone +61 2 8777 7574
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
To: Company Name ~~/Surname~~
Seven Group Holdings Limited (SGH)
142 003 469 ACN ~~/ARSN~~
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 (if applicable) 142 003 469
There was a change in the interests of the substantial holder on 29/05/2024 The previous notice was given to the company on 16/05/2024 The previous notice was dated 16/05/2024
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 | 207,304,349 | 53.74% (based on 385,747,529 ordinary shares on issue) |
207,304,349 | 52.57% (based on 394,350,357 ordinary 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 given in relation to change (7) |
Class and number of securities affected |
Person’s votes affected |
|---|---|---|---|---|---|
| 29/05/2024 | North Aston Pty Limited ACN 009 387 606 (North Aston), Wroxby Pty Limited ACN 061 621 921 (Wroxby), Tiberius (Seven Investments) Pty Limited ACN 608 687 690 (TSI), and Ashblue Holdings Pty Limited ACN 068 180 898 (Ashblue), (collectively, theStokes Holders) |
Dilution of voting power resulting from the issue of 1,664,558 ordinary shares in accordance with the Appendix 2A lodged by SVW on 28 May 2024 |
N/A | N/A | N/A |
| 29/05/2024 | The Stokes Holders | Dilution of voting power resulting from the issue of 257,758 ordinary shares in accordance with the Appendix 2A lodged by SVW on 23 May 2024 |
N/A | N/A | N/A |
| 29/05/2024 | The Stokes Holders | Dilution of voting power resulting from the issue of 6,680,512 ordinary shares in accordance with the Appendix 2A lodged by SVW on 21 May 2024 |
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 of securities |
Person entitled to be registered as holder (8) |
Nature of relevant interest (6) | Class and number of securities |
Person’s votes |
|---|---|---|---|---|---|
| The Stokes Holders |
North Aston (137,841,807) Wroxby (100) Ashblue (69,462,342) TSI (100) |
North Aston (137,841,807) Wroxby (100) Ashblue (69,462,342) TSI (100) |
Relevant interests of North Aston, Wroxby, TSI and Ashblue arise under s608(1)(a) of the Corporations Act as registered holder, or entitled to be registered holder, and under s608(1)(b) of the Corporations Act pursuant to a voting agreement in relation to SGH |
207,304,349 | 207,304,349 |
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 each of the SGH Group members is an associate of the Stokes Holders under section 12(2)(a)(iii) of the Corporations Act because they are under the common control SGH and the SGH Group of Mr Kerry Matthew Stokes AC. The members of SGH Group are set out in Annexure “A”, some entities of which may have become members, or ceased to be members, since the last notice was given.
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 |
| The Stokes Holders | Level 3, 30 Kings Park Road, West Perth, WA 6005 |
Signature
print name Warren Coatsworth capacity Company Secretary sign here date 29 May 2024
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 3 pages referred to in the Form 604 (Notice of change of interests of substantial holder), signed by me and dated 29 May 2024.
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Warren Coatsworth Company Secretary
| oatsworth 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 Broadcast Properties Trust | N/A |
| 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 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 |
| Allight Pty. Ltd | 053 434 807 |
| Allight Sykes SA (Proprietary) Limited | N/A |
| FGW Pacific Pty. Ltd | 085 531 353 |
| Flexi Industrial Services Pty Limited | 155 500 413 |
| Hebburn Pty Limited | 652 977 690 |
| WA Regional Asset Holdings Pty Limited | 133 869 191 |
| National Hire Facilitation Pty. Limited | 128 890 442 |
| National Hire Group Limited | 076 688 938 |
| PT Allightsykes | N/A |
| Pump Rentals Pty. Ltd | 057 090 561 |
| Sitech Solutions Pty. Limited | 137 343 090 |
| Sitech (WA) Pty. Ltd | 139 286 454 |
| SmartTech USA Inc | N/A |
| Warrah Engineering Pty Limited | 650 935 050 |
| 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:
-
Hebburn Pty Limited: 128 Great Eastern Highway, South Guildford, WA, 6055
-
SmartTech USA Inc: 316 West 12[th] St Austin, TX, 78701
-
Sitech (WA) Pty Ltd: 128 Great Eastern Highway, South Guildford, WA, 6055
-
WA Regional Asset Holdings Pty Limited: 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
Entity
All Hire Pty Limited Allplant Services Pty Limited Australian Highway Plant Services Pty Limited
ACN
066 054 500 007 691 910 060 383 511
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 Tru Blue Hire Australia Pty Limited 080 468 266
All companies registered in Australia listed above have a registered office located at Level 1, 201 Coward 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
Entity ACN
| Entity | ACN |
|---|---|
| Boral Limited | 008 421 761 |
| Allen's Asphalt Pty Ltd | 103 076 508 |
| Alsafe Premix Concrete Pty Ltd | 003 290 999 |
| Barnu Pty. Ltd. | 050 051 360 |
| Bayview Pty Limited | 004 428 148 |
| Bayview Quarries Proprietary Limited | 004 258 262 |
| Bitumax Pty. Limited | 007 591 835 |
| Bitupave Ltd | 000 102 376 |
| Boral USA | N/A |
| Boral Bricks Pty Ltd | 082 448 342 |
| Boral Bricks Western Australia Pty Ltd | 008 674 244 |
| Boral Building Materials Pty Limited | 090 736 888 |
| Boral Building Products Limited | 004 496 940 |
| Boral Cement Limited | 008 528 523 |
| Boral Construction Materials Group Ltd | 000 028 080 |
| Boral Construction Materials Limited | 000 614 826 |
| Boral Construction Related Businesses Pty Ltd | 052 451 626 |
| Boral Contracting Pty Ltd | 008 872 884 |
| Boral Corporate Services Pty Limited | 009 483 765 |
| Boral Finance Pty Limited | 616 863 113 |
| Boral Insurance Pty Limited | 000 736 318 |
| Boral International Pty Limited | 000 341 239 |
| Boral Investments Pty Limited | 090 736 879 |
| Boral IP Holdings (Australia) Pty Limited | 163 076 275 |
| Boral Masonry Ltd | 000 223 718 |
| Boral Precast Holdings Pty Ltd | 007 164 954 |
| Boral Recycling Pty Limited | 000 061 843 |
| Boral Resources (Country) Pty. Limited | 000 187 002 |
| Boral Resources (NSW) Pty Ltd | 000 756 507 |
| Boral Resources (QLD) Pty. Limited | 009 671 809 |
| Boral Resources (SA) Limited | 007 516 494 |
| Boral Resources (VIC.) Pty. Limited | 004 620 731 |
| Boral Resources (W.A.) Ltd | 008 686 904 |
| Boral Shared Business Services Pty Ltd | 000 373 660 |
| Boral Timber Fibre Exports Pty Ltd | 000 022 917 |
| Boral Transport Limited | 000 111 571 |
| Concrite Pty Ltd | 000 795 166 |
| Dandenong Quarries Pty. Limited | 004 200 266 |
| Davegale Pty Limited | 096 359 527 |
| De Martin & Gasparini Contractors Pty Limited | 074 598 299 |
| De Martin & Gasparini Pty Limited | 000 205 372 |
| De Martin & Gasparini Pumping Pty Limited | 074 598 262 |
| De Martin & Gasparini Queensland Pty Limited | 000 512 005 |
| Dunmore Sand & Soil Pty. Limited | 003 497 229 |
| Found Concrete Pty Ltd | 620 531 820 |
| Q-Crete Premix Pty Ltd | 160 844 173 |
| Road Surfaces Group Pty. Ltd. | 009 907 779 |
| Boral Industrie GmbH | N/A |
| Boral Roofing de Mexico, S. de R.L. de C.V. | N/A |
| E.U.M. Tejas De Concreto Servicios, S. DE R.L. DE C.V. | N/A |
| Boral Investments BV | N/A |
| Boral Concrete (1992) Limited | N/A |
| Boral (UK) Ltd | N/A |
| Boral Holdings Inc. | N/A |
| Boral Industries Inc. | N/A |
| Covol Fuels No.2, LLC | N/A |
| Headwaters Energy Services Corp. | N/A |
| Tile Service Company LLC | N/A |
All companies registered in Australia listed above have a registered office located at Level 3, Triniti T2, 39 Delhi Road, North Ryde NSW 2113.
The following companies listed above have a registered office located at 11175 Cicero Drive, Suite 100 Alpharetta, GA 30022:
-
Boral Roofing de Mexico, S. de R.L. de C.V.
-
E.U.M. Tejas De Concreto Servicios, S. DE R.L. DE C.V.
-
Boral Holdings Inc.
-
Boral Industries Inc.
-
Tile Service Company LLC
-
Covol Fuels No.2, LLC
-
Headwaters Energy Services Corp.
The following companies listed above have a registered office located as follows:
-
Boral Industrie GmbH: Siemensstrasse 32, Kleve 47533, Germany
-
Boral Investments BV: Nieuwe Stationsstraat 20, 6811 KS Arnhem, Netherlands
-
Boral (UK) Ltd: 3 Durand Gardens, London, England, SW9 0PS
-
Boral Concrete (1992) Limited: 9 Pakin Building, 5[th] Floor, Ratchadapisek Rd, Dindaeng Sub District, Bangkok, Thailand