SIMONDS GROUP LIMITED — Major Shareholding Notification 2014

Nov 20, 2014

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company name/Scheme	Simonds Group Limited
A.C.N. or A.R.S.N.	ACN 143 841 801

1 Details of substantial holder (1)

Name Vallence Gary Simonds and the entities named in this Form 603 ACN/ARSN (if applicable)

The holder became a substantial holder on

20 November 2014

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Fully paid ordinary shares	56.138.895	.138.89556.	37.08%

$3.$ Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Simonds Custodians Pty Ltd ACN 050199 365 as trustee for the Gary SimondsNo 1 Family Trust	Holder of fully paid ordinary shares	6,560,004 fully paid ordinary shares
Simonds Custodians Pty Ltd ACN 050199 365 as trustee for the Gary SimondsNo 2 Family Trust	Holder of fully paid ordinary shares	9,840,006 fully paid ordinary shares
Simonds Custodians Pty Ltd ACN 050199 365 as trustee for the Gary SimondsNo 3 Family Trust	Holder of fully paid ordinary shares	16,400,010 fully paid ordinary shares
Simonds Constructions Pty Ltd ACN 137871 982 as trustee for the SimondsHomes Discretionary Trust	Holder of fully paid ordinary shares	21,485,018 fully paid ordinary shares
Madisson Constructions Pty Ltd ACN141 838 726 as trustee for the MadissonHomes Trust	Holder of fully paid ordinary shares	1,572,678 fully paid ordinary shares
Vallence Gary Simonds (direct)	Holder of fully paid ordinary shares	281,179 fully paid ordinary shares
Vallence Gary Simonds (indirect)	Shareholder and director of SimondsCustodians Pty Ltd, SimondsConstructions Pty Ltd and MadissonConstructions Pty Ltd, and beneficiaryunder each trust	55,857,716 fully paid ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be	Class and number
interest	securities	registered as holder (8)	of securities
Simonds Custodians Pty Ltd as	Simonds Custodians Pty Ltd as	Simonds Custodians Pty Ltd as	6,560,004 fully
trustee for the Gary Simonds No 1	trustee for the Gary Simonds No 1	trustee for the Gary Simonds No 1	paid ordinary
Family Trust	Family Trust	Family Trust	shares
Simonds Custodians Pty Ltd as	Simonds Custodians Pty Ltd as	Simonds Custodians Pty Ltd as	9,840,006 fully
trustee for the Gary Simonds No 2	trustee for the Gary Simonds No 2	trustee for the Gary Simonds No 2	paid ordinary
Family Trust	Family Trust	Family Trust	shares
Simonds Custodians Pty Ltd as	Simonds Custodians Pty Ltd as	Simonds Custodians Pty Ltd as	16,400,010 fully
trustee for the Gary Simonds No 3	trustee for the Gary Simonds No 3	trustee for the Gary Simonds No 3	paid ordinary
Family Trust	Family Trust	Family Trust	shares
Simonds Constructions Pty Ltd as	Simonds Constructions Pty Ltd as	Simonds Constructions Pty Ltd as	21,485,018 fully
trustee for the Simonds Homes	trustee for the Simonds Homes	trustee for the Simonds Homes	paid ordinary
Discretionary Trust	Discretionary Trust	Discretionary Trust	shares
Madisson Constructions Pty Ltd	Madisson Constructions Pty Ltd	Madisson Constructions Pty Ltd	1,572,678 fully
as trustee for the Madisson	as trustee for the Madisson	as trustee for the Madisson	paid ordinary
Homes Trust	Homes Trust	Homes Trust	shares
Vallence Gary Simonds	Vallence Gary Simonds	Vallence Gary Simonds	281,179 fully paidordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became asubstantial holder is as follows:

Holder of relevantinterest	Date of acquisition	Consideration (9)		Class and numberof securities
		Cash	Non-cash
Simonds Custodians Pty Ltdas trustee for the GarySimonds No 1 Family Trust	30 June 2010, and subject toa share split on 24 September2014	$16.00 as part of restructure		6,560,004 fully paid ordinaryshares
Simonds Custodians Pty Ltdas trustee for the GarySimonds No 2 Family Trust	30 June 2010, and subject toa share split on 24 September2014	$24.00 as part of restructure		9,840,006 fully paid ordinaryshares
Simonds Custodians Pty Ltdas trustee for the GarySimonds No 3 Family Trust	30 June 2010, and subject toa share split on 24 September2014	$40.00 as part of restructure		16,400,010 fully paid ordinaryshares
Simonds Constructions PtyLtd as trustee for the SimondsHomes Discretionary Trust	30 June 2010, and subject toa share split on 24 September2014	$328,727.60 as part ofrestructure		21,485,018 fully paid ordinaryshares
Madisson Constructions PtyLtd as trustee for theMadisson Homes Trust	30 June 2010, and subject toa share split on 24 September2014	$15.20 as part of restructure		1,572,678 fully paid ordinaryshares
Vallence Gary Simonds(direct)	20 November 2014	$500,500.40		281,179 fully paid ordinaryshares
Vallence Gary Simonds(indirect)	30 June 2010, and subject toa share split on 24 September2014	N/A		55,857,716 fully paid ordinaryshares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Vallence Gary Simonds	By virtue of being a director and shareholder of Simonds Custodians Pty Ltd,Simonds Constructions Pty Ltd and Madisson Constructions Pty Ltd, and abeneficiary under each of the relevant trusts

7. Addresses

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

Name	Address
Simonds Custodians Pty Ltd as trustee for theGary Simonds No 1 Family Trust	Level 4, 570 St Kilda Road, Melbourne, Victoria, 3004
Simonds Custodians Pty Ltd as trustee for theGary Simonds No 2 Family Trust	Level 4, 570 St Kilda Road, Melbourne, Victoria, 3004
Simonds Custodians Pty Ltd as trustee for theGary Simonds No 3 Family Trust	Level 4, 570 St Kilda Road, Melbourne, Victoria, 3004
Simonds Constructions Pty Ltd as trustee forthe Simonds Homes Discretionary Trust	Level 4, 570 St Kilda Road, Melbourne, Victoria, 3004
Madisson Constructions Pty Ltd as trustee forthe Madisson Homes Trust	Level 4, 570 St Kilda Road, Melbourne, Victoria, 3004
Vallence Gary Simonds	Level 4, 570 St Kilda Road, Melbourne, Victoria, 3004

Signature

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or $(1)$ 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 7 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. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person $(5)$ or an associate has a relevant interest in.
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• Include details of: $(7)$
  • any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a $(a)$ 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.

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) $(8)$ write "unknown".
• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was $(9)$ 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.