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SIMS LIMITED — Major Shareholding Notification 2007
Jun 7, 2007
65780_rns_2007-06-07_dba31327-b762-4269-a5e7-5e23af642a16.pdf
Major Shareholding Notification
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- JUN. 2007 10:04
3 CLAYTON UTZ 61 2 82206700
NO. 4390 Р. $\overline{1}$
CLAYTON UTZ
| Sydney | Melbourne | Brisbane | Perth | Canberra | Darwin |
|---|---|---|---|---|---|
8 June 2007
1900 999 279 By Fax
The Manager Australian Stock Exchange Limited Company Announcements Office Exchange Centre 20 Bridge Street Sydney NSW 2000
Our reference: 126/13103/80048257
Number of pages - 4
Dear Sir
Sims Group Limited: Notice of change of interests of substantial holder
On behalf of Hugo Neu Corporation, we attach a Form 604: Notice of change of interests of substantial holder, in respect of the holding of Hugo Neu Corporation and its related entities in Sims Group Limited ACN 114 838 630.
A copy of this form has been provided to Sims Group Limited.
Yours faithfully
helden
Rod Halstead, Partner +61 2 9353 4126 [email protected]
Contact: Eirene Garnsey, Solicitor +61 2 9353 4892 [email protected]
The information contained in this facsimile message may be confidential information, and may also be the subject of legal professional privilege. If you are not the intended recipient, any use, disclosure or copying of this document is unauthorised. If you have received this document in error, please telephone +61 2 9353 4000.
Clayton Utz Lawyers Levels 19-35 No. 1 O'Connell Strect Sydney NSW 2000 Australia
PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
T +61 2 9353 4000 F +61 2 8220 6700 www.claytonutz.com
604 page 1/2 15 July 2001
Form 604 Corporations Act 2001Section 671B
Notice of change of Interests of substantial holder
| To Company Name/Scheme | Sims Group Limited (the "Company") | |||
|---|---|---|---|---|
| ACN/ARSN | ACN 114 838 630 | |||
| 1. Details of substantial holder (1) | ||||
| Name | Flynn-Learner ("FL") and Hugo Neu Corporation ("HNC") (as nomines for itself and FL) and each of the entities listed inAnnexure A to this notice (together the "Hugo Neu Group") and The Trust Created under Article Seventh of the Will ofHugo Neu for the Primary Benefit of the Family of John L Neu, The John Neu Trust No. 1 and The John L Neu Trust No.2, and John L. Neu, in his capacity as voting trustee of each of the foregoing trusts (together, the "Hugo Neu Trusts"). | |||
| ACN/ARSN (if applicable) | ||||
| There was a change in the interests of thesubstantial holder onThe previous notice was given to the company onThe previous notice was dated | 6/6/20072/11/20052/11/2005 | |||
| . |
2. Previous and present voting power
The total number of voles 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:
| . | Provious notice | PTABATL NOILED | ||
|---|---|---|---|---|
| Class of securities (4) | Person's votes | Voling power (5) | Person's votes | Voling power (5) |
| 26.0% | 17,055,324 | 15.60% | ||
| Ordinary Shares | 32.137.071 |
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 lest required to give a substantial holding notice to the company or scheme are as follows:
| Date ofchange | Silice the substantial introduces and the reduction to theParson whoserelevantinterest.changed | Nature ofслапдс (б) | Considerationgiven inrelationto change (7) | Class andnumber ofsecuritiesaffactad | Person's votesaffected |
|---|---|---|---|---|---|
| 6/6/07 | Hugo Neu Groupland the Hugo NeuTrusts | HNC has completed the disposal of25,208,600 ordinary shares in theCompany to Votrairt No. 1652 Pty Limited("Votraint") pursuant to the share saleagreement dated 30 March 2007 between $24.00 per shareHugo Neu Corporation ("HNC"), Votraintland Mitsul & Co., Ltd. ("Mitsur") assnnexed to Form 603 notice of initialsubstantial holder given by Volraint to the[ASX on 3 April 2007. | 25,208,600 ordinary 25,208,600.Ishares |
4. Present relevant Interests
| Particulars of each relevant interest of the substantial holder in voting securities after the change are as toxiows: | |||||
|---|---|---|---|---|---|
| Holder ofralevantInterest | Realsteredholder ofsecurities | Person entitledto be registeredas holder (8) | Nature ofrelevant(d) interest | Class andnumber ofsecuniles | Person'svoles |
| Hugo Neu Group | IHNC. | IHNC. | HNC is the registered holder of 7,055,324ordinary shares in the Company ("Shares") and(therefore has a relevant Interost in those Shares)under section 608(1) of the Corporations Act12001 (Cth).HNC holds all of the Shares for its own accountland as nominee for the account of FL under aNomince Agreement.HNC controls each entity listed in Annexure A. | 7.056.324ordinary shares | 7.055,324 |
| Hugo Neu Trusis | IHNC | IHNG. | The Hugo Neu Trusts control HNC andaccordingly have the same relevant interest inthe Shares as HNC under section 608(3) of theCorporations Act 2001 (Cth). | 7,055.324ordinary shares | 7 055,324 |
- JUN. 2007 10:04
3 CLAYTON UTZ 61 2 82206700
604 page 2/2 15 July 2001
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows.
| Name and ACN/ARSN (ifapplicable) | Nature of association |
|---|---|
| HNSP Development, LLC. (formerlyknown as Hugo Neu Steel Products.$ {\sf Inc.}\rangle$ ("HNSP") | [HNC no longer holds any Shares as nominee for the account of HNSP under a NomineeAgreement. HNSP remains under the control of HNC and is therefore an associate of HNCjunder section 12(2) of the Corporations Act 2001 (Cth). |
| C.O.S. Properties LLC | [C.O.S. Properties LLC (as referred to in Annexure A) is controlled by HNC and is therefore anassociate of HNC under section 12(2) of the Corporations Act 2001 (Cth). |
| L.A.J. Properties LLC | [L.A). Properties LLC (as referred to In Annexure A) is controlled by HNC and is therefore anassociate of HNC under section 12(2) of the Corporations Act 2001 (Cth). |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Hugo Neu Group | c/o HNC, 120 Fifth Avenue, 6th Floor, New York New York, 10011 USA |
| Hugo Neu Trusts | c/o HNC, 120 Fifth Avenue, 6th Floor, New York New York, 10011 USA |
Signature
| print name John L. Neu | capacily | Chalman of the Board and ChiefExecutive Officer of Hugo NeuCorporation | |
|---|---|---|---|
| sign here | date | ||
| DIRECTIONS |
- If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager andInustee of an equity trust), the names could be included in an ame $(1)$
- 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 voling shares of a company constitute one class unless divided into separate classes. $(4)$
- The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $\langle 5 \rangle$
- Include details of: $(6)$
- $(a)$ any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(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 stat
- 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 $(b)$ 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.
Details of the consideration must include any and all banefits, monay and other, that any person from whom a relevant interest was acquired has, or may,become entitied to receive in relation to that acquisition. Details m $\langle 7 \rangle$ are not paid directly to the person from whom the relevant interest was ecquired.
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". $\langle B \rangle$
Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$
8. JUN. 2007 10:05
3 CLAYTON UTZ 61 2 82206700
NO. 4390 Ρ. $\overline{4}$
Annexure "A"
This is the annexure marked "A" of one page referred to in Form 604 Notice of change of interests of substantial holder signed by me and dated 6 June 2007
Date: 6 June 2007
Signature: Name: John L/Ned
HNSP Development, LLC. (formerly known as Hugo Neu Steel Products, Inc.) $\ddot{\phantom{0}}$
- River Terminal Warehouses Corp. ٠
- RTC Properties, Inc. $\bullet$
- RTL Services Inc.
- Garden Navigation Corp.
- Cove Contractors Inc.
- The Learner Company
- Fresno Recycling Company
- Western Stevedoring Corp. *
- Neu Properties, Inc.
- Metro Metal Recycling Corp. $\bullet$
- Hugo Neu Corporation FS Corp. -
- PPA Metal Recycling Corp. $\sim$ $\alpha$
- Hugo Neu Resource Recovery, LLC
- C.O.S. Properties LLC
- L.A.J. Properties LLC