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SIMONDS GROUP LIMITED Major Shareholding Notification 2015
65795_rns_2015-12-01_478a6944-90ca-4ae4-bb70-37d3cc8e66ba.pdf
Major Shareholding Notification
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2 December 2015
Attention: ASX Market Announcements Office
Total Pages 5
Form 603: Notice of initial substantial holder
Please find attached a completed Form 603 relating to Simonds Group Limited.
Yours sincerely
Joshua Lim Company Secretary
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Form 603 Corporations Act 2001Section 671B
Notice of initial substantial holder
| To Company Name/Scheme | SIMONDS GROUP LTD |
|---|---|
| ACN/ARSN | 143 841 801 |
| 1. Details of substantial holder (1) | |
| Name | INDUSTRY SUPER HOLDINGS PTY, LTD. |
| ACN/ARSN (if applicable) | 119 748 060 |
| This notice is given by INDUSTRY SUPER HOLDINGS PTY. LTD, on behalf of itself and each of its controlled bodiescorporate (IFM Group Subsidiaries) named in the list of 1 page annexed to this notice and marked A. | |
| The holder became a substantial holder on | i December 2015 |
- 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 ofsecurities (4) | Number of securities | --------Person's votes (5) | . .Voting power (6). |
|---|---|---|---|
| Ordinary shares | 17.240 522$\cdots$ | 7 240 522 | $ 5,03%$ |
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 |
|---|---|---|
| IIFM INVESTORS PTY LTDIACN 107 247 727 | Power to control exercise of voting rights/disposalIn SIMONDS GROUP LTD (SIO) acquired on theAustralian Securities Exchange (ASX) pursuant to 1,545,074 ordinary sharesan Investment Management Agreement withUNITED SUPER PTY LTD ACN 006 261 623 | |
| IFM INVESTORS PTY LTD!ACN 107 247 727 | Power to control exercise of voting rights/disposalIn SIMONDS GROUP LTD (SIO) acquired on theAustralian Securities Exchange (ASX) pursuant to 1,123,278 ordinary sharesan Investment Management Agreement withHOST-PLUS PTY. LIMITED ACN 008 634 704 | |
| IFM INVESTORS PTY LTDACN 107 247 727 | Power to control exercise of voting rights/disposalin SIMONDS GROUP LTD (SIO) acquired on theAustralian Securities Exchange (ASX) pursuant to 1,691,433 ordinary sharesan investment Management Agreement withMERCER INVESTMENTS (AUSTRALIA)LIMITED ACN 008 612 397 | |
| IIFM INVESTORS PTY LTDACN 107 247 727 | Power to control exercise of voting rights/disposalin SIMONDS GROUP LTD (SIO) acquired on theAustralian Securities Exchange (ASX) pursuant to 2,033,767 ordinary sharesan Investment Management Agreement withIVICTORIAN FUNDS MANAGEMENTCORPORATION ACN 691 254 157 | |
| IIFM INVESTORS PTY LTDACN 107 247 727 | Power to control exercise of voting rights/disposalin SIMONDS GROUP LTD (SIO) acquired on theAustralian Securities Exchange (ASX) pursuant to 83,133 ordinary sharesan Investment Management Agreement withAUSTRALIANSUPER PTY LTD ACN 006 457987 | |
| IIFM INVESTORS PTY LTDIACN 107 247 727 | Power to control exercise of voting rights/disposalin SIMONDS GROUP LTD (SIO) acquired on theAustralian Securities Exchange (ASX) pursuant to 763,837 ordinary sharesan Investment Management Agreement withIAUSCOAL SUPERANNUATION PTY LTD ACN1003 566 989 | |
| IINDUSTRY SUPER HOLDINGS PTY.LTD.ACN 119 748 060 | Taken under section 608(3)(b) of theCorporations Act to have a relevant interest byreason of having control of IFM INVESTORS PTYiltD. | 7,240,522 ordinary shares |
| Each of the IFM Group Subsidiaries | Taken under section 608(3) of the CorporationsAct to have a relevant interest by reason ofhaving voting power (through the relevantinterests of its associate, INDUSTRY SUPERHOLDINGS PTY, LTD.) above 20% in IFMINVESTORS PTY LTD. | 7.240.522 ordinary shares |
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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 relevantinterest | Registered holder ofsecurities | Person entitled to beregistered as holder (8) | Class and numberof securities |
|---|---|---|---|
| IFM INVESTORS PTY LTDIACN 107 247 727 | JP MORGAN CHASE BANK N.A. (Sydney Branch) as custodian for UNITED SUPERIPTY LTD ACN 006 261 623 | 1,545,074 ordinaryIshares | |
| IFM INVESTORS PTY LTDACN 107 247 727 | ICITICORP NOMINEES PTY LIMITED aslcustodian for HOST-PLUS PTY. LIMITEDACN 008 634 704 | 1,123,278 ordinaryIshares | |
| IIFM INVESTORS PTY LTDIACN 107 247 727 | INATIONAL NOMINEES LIMITED aslcustodian for MERCER INVESTMENTS(AUSTRALIA) LIMITED ACN 008 612 397 | 1,691,433 ordinaryIshares | |
| IFM INVESTORS PTY LTDACN 107 247 727! | JP MORGAN CHASE BANK N.A. (Sydney)Branch) as custodian for AUSCOALSUPERANNUATION PTY LTD ACN 0031566 989 | 763,837 ordinaryIshares | |
| IIFM INVESTORS PTY LTDIACN 107 247 727 | NATIONAL NOMINEES LIMITED ascustodian for VICTORIAN FUNDSMANAGEMENT CORPORATION ABN 271691 254 157 | 2.033.767ordinary shares | |
| IFM INVESTORS PTY LTDACN 107 247 727 | JP MORGAN CHASE BANK N.A. ascustodian for AUSTRALIANSUPER PTYLTD ACN 003 566 989 | 83,133 ordinary shares |
6. 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 a substantial holder is as follows;
| Holder of relevantinterest | Date of Transaction | Consideration (9) | Class and numberof securities | |
|---|---|---|---|---|
| Cash | Non-cash | |||
| IFM INVESTORS PTY LTDIACN 107 247 727 | 21 September 2015 | (S8, 048, 44.) | Disposal of 5,698ordinary shares | |
| IIFM INVESTORS PTY LTDACN 107 247 727 | i09 October 2015 | 574,100.00 | Acquisition of 57,000ordinary shares | |
| IFM INVESTORS PTY LTDACN 107 247 727 | 12 October 2015 | $26,209,30 | Acquisition of 20,161ordinary shares | |
| IFM INVESTORS PTY LTDIACN 107 247 727 | 14 October 2015 | $64,937.50 | Acquisition of 51,950ordinary shares | |
| IFM INVESTORS PTY LTDACN 107 247 727 | 15 October 2015 | $156,875.00 | Acquisition of125,500 ordinaryshares | |
| IFM INVESTORS PTY LTDACN 107 247 727 | 16 October 2015 | 584,454.50 | Acquisition of 69,255ordinary shares | |
| lifm investors PTY LTDACN 107 247 727! | 19 October 2015 | $12,350.00 | Acquisition of 10,000ordinary shares | |
| IFM INVESTORS PTY LTDACN 107 247 727 | 23 October 2015 | $12,350.00 | Acquisition of 10,000ordinary shares | |
| IFM INVESTORS PTY LTDACN 107 247 727 | 27 October 2015 | $8,050.00 | Acquisition of 7,000ordinary shares | |
| IFM INVESTORS PTY LTDACN 107 247 727 | 28 October 2015 | 58.168.94 | Acquisition of 6,982ordinary shares | |
| IFM INVESTORS PTY LTDACN 107 247 727 | 29 October 2015 | $1,470,899.43 | Acquisition of1,257,179 ordinaryIshares | |
| IIFM INVESTORS PTY LTDACN 107 247 727 | 25 November 2015 | 557.090.25 | Acquisition of 60,095ordinary shares | |
| IFM INVESTORS PTY LTDACN 107 247 727 | 26 November 2015 | $77,166,84 | Acquisition of 83,877ordinary shares | |
| IFM INVESTORS PTY LTDACN 107 247 727 | 30 November 2015 | $31,494.60 | Acquisition of 34,994ordinary shares |
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603 page 3/3 15 July 2001
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| --- | |||
|---|---|---|---|
| IFM INVESTORS PTY LTD | December 2015 | 1586,017.50 | Acquisition of 95,575 |
| JACN 107 247 727 | In 1 | lordinary shares |
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 |
|---|---|
| Each of the IFM Group Subsidiaries | Body corporate controlled by the substantial holder INDUSTRY SUPER HOLDINGS PTY.ILTD. |
7. Addresses
The addresses of persons named in this form are as follows:
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| Name | Address |
|---|---|
| IINDUSTRY SUPER HOLDINGS PTY, LTD. | lLevel 29 Cassalden.2 Lonsdale StreetMelbourne VIC 3000 |
| IFM Group Subsidiaries | See list of 1 page annexed to this notice and marked A |
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$5/$ 6
15 July 2001
Signature
| print nameJoshua Lim | Company Secretarycapacity |
|---|---|
| مریح – حسب sign here | 2/12/2015date |
| .,DIRECTIONS |
603
page 4/3
- $(1)$ If there are a number of substantial holders with similar or related relevant 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 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. $(3)$
- $(A)$ The voting shares of a company constitute one class unless divided into separate classes.
- $(5)$ 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 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.
- $(7)$ Include details of:
- $(a)$ any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(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,
- 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." $(5)$
- Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, ormay, become entitied to receive in relation to that acquisition. Details $(9)$ 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.
ANNEXURE A - ASSOCIATED COMPANIES
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IFM Group
÷,
| Name | ACN/ABN | Address | Country |
|---|---|---|---|
| IFM FIDUCIARY NO. 2 PTY LTD | 158 365 505 | Level 29 Casselden, 2 Lonsdale Street, Melbourne, Victoria 3000 | Australia |
| IFM FIDUCIARY PTY LTD | 135 450 618 | Level 29 Casselden, 2 Lonsdale Street, Melboume, Victoria 3000 | Australia |
| IFM HOLDINGS PTY LTD | 135 448 225 | Level 29 Casselden, 2 Lonsdale Street, Melbourne, Victoria 3000 | Australia |
| IFM INVESTORS (JAPAN) PTY LTD | 166 271 889 | Level 29 Casselden, 2 Lonsdale Street, Melbourne, Victoria 3000 | Australia |
| IFM INVESTORS (NOMINEES) LIMITED | 003 969 891 | Level 29 Casselden, 2 Lonsdale Street, Melbourne, Victoria 3000 | Australia |
| IFM INVESTORS PTY LTD | 107 247 727 | Level 29 Casselden, 2 Lonsdale Street, Melbourne, Victoria 3000 | Australia |
| IFS INSURANCE SOLUTIONS PTY LTD | 070 588 108 | Level 29 Casselden, 2 Lonsdale Street, Melbourne, Victoria 3000 | Australia |
| INDUSTRY FUND SERVICES LIMITED | 007 016 195 | Level 29 Casselden, 2 Lonsdale Street, Melbourne, Victoria 3000 | Australia |
| INDUSTRY FUNDS INVESTMENTS LTD | 006 883 227 | Level 29 Casselden, 2 Lonsdale Street, Melboume, Victoria 3000 | Australia |
| INDUSTRY FUNDS MANAGEMENT (NOMINEES 2) PTY LTD | 073 931 843 | Level 29 Casselden, 2 Lonsdale Street, Melbourne, Victoria 3000 | Australia |
| INDUSTRY FUNDS MANAGEMENT (NOMINEES) LIMITED | 003 969 891 | Level 29 Casselden, 2 Lonsdale Street, Melboume, Victoria 3000 | Australia |
| INDUSTRY SUPER HOLDINGS PTY, LTD. | 119 748 060 | Level 29 Casselden, 2 Lonsdale Street, Melbourne, Victoria 3000 | Australia |
| INDUSTRY SUPER NETWORK PTY LTD | 158 563 270 | Level 29 Casselden, 2 Lonsdale Street, Melbourne, Victoria 3000 | Australia |
| NSW BUY RENT PTY LIMITED | 052 000 709 | Level 29 Casselden, 2 Lonsdale Street, Melbourne, Victoria 3000 | Australia |
| SBLB PTY LTD | 073 931 790 | Level 29 Casselden, 2 Lonsdale Street, Melbourne, Victoria 3000 | Australia |
| SUPER MEMBER INVESTMENTS LIMITED | 095 974 100 | Level 29 Casselden, 2 Lonsdale Street, Melbourne, Victoria 3000 | Australie |
| THE BOND MARKET PTY LTD | 073 331 414 | Level 29 Casselden, 2 Lonsdale Street, Melbourne, Victoria 3000 | Australia |
| IFM GLOBAL INFRASTRUCTURE (CANADA) GP. INC | BC0951184 | 99 Park Avenue, 19th Floor, New York, NY 10016, USA | Canada |
| IFM INVESTORS (JAPAN), LLC | 99 Park Avenue, 19 th Floor, New York, NY 10016, USA | Japan | |
| IFM GLOBAL INFRASTRUCTURE (UK) GP LTD | 6547980 | 3 re Floor, 60 Gresham Street, London, EC2V 7BB UK | UK. |
| IFM INVESTORS (UK) LTD | 5857982 | 3rd Floor, 60 Gresham Street, London, EC2V 7BB UK | UK |
| IFM (US) SECURITIES, LLC | 90-0919932 | 99 Park Avenue, 19 th Floor, New York, NY 10016, USA | US. |
| IFM GLOBAL INFRASTRUCTURE (US) GP, LLC | 98-0634648 | 99 Park Avenue, 19th Floor, New York, NY 10016, USA | US. |
| IFM INVESTORS (US) ADVISOR, LLC | 146366 | 99 Park Avenue, 19 th Floor, New York, NY 10016, USA | US |
| IFM INVESTORS (US), LLC | 146366 | 99 Park Avenue, 19 th Floor, New York, NY 10016, USA | US |
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This is the annexure of 1 page marked A mentioned in the Form 603 signed by me and dated 17 October 2014
Signature of Joshua Lim, Company Secretary (INDUSTRY SUPER HOLDINGS PTY, LTD.)
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