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SIMS LIMITED Major Shareholding Notification 2018

Oct 7, 2018

65780_rns_2018-10-07_8ba0ee84-4997-4c77-9fe6-889ae65ff35c.pdf

Major Shareholding Notification

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Sims Metal Management Limited
ACN/ABN 114 838 630
1. Details of substantial holder (1)
Name Allan Gray Australia Pty Ltd (Allan Gray Australia) and its related bodies corporate as set out in Table 1 of AnnexureA (together the Group), as investment manager for the funds or investment mandates listed at Table 2 of Annexure A
ACN/ARSN (if applicable) 112 316 168 (ACN of Allan Gray Australia)
There was a change in the interests of thesubstantial holder on 04 October 2018
The previous notice was given to the company on 03 September 2018
The previous notice was dated 03 September 2018

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 Person's votes Voting power (5)
Ordinary shares 14,972,373 7.39% 17,882,674 8.75%

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 ofchange (6) Considerationgiven in relationto change (7) Class and number ofsecurities affected Person's votesaffected
See Annexure A, Tables 2and 3

4. Present relevant interests

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 Person entitled to be Nature of relevant Class and number Person's
securities registered as holder (8) interest (6) of securities votes
See Annexure A, Tables 2 and 4

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
See Annexure A, Tables 1 and 2

6. Addresses

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

Name Address
The Group C/- Allan Gray Australia, Level 2 Challis House, 4 Martin Place Sydney, NSW 2000

Signature

print name Eugene Tan Company Secretary
sign here date 8 October 2018

DIRECTIONS

  • (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 6 of the form.
  • (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) any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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.

  • (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.

Sims Metal Management Limited

THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 604

Print name Eugene Tan Company Secretary
Sign here Date: 8 October 2018

Table 1 – Related bodies corporate

The following entities are associates of Allan Gray Australia Pty Ltd (AGA) and each other by virtue of being related bodies corporate. Orbis Allan Gray Limited Orbis Mansfield Street Properties Ltd Orbis Holdings Limited Orbis Investment Management (BVI) Limited (OIMLBVI) Orbis Investment Management Limited (OIML) Orbis Investment Advisory Pty Limited Orbis Asset Management Limited (OAML) Allan Gray (Holdings) Pty Ltd Orbis Administration Limited Orbis Investment Advisory (Hong Kong) Limited Orbis Investment Research Limited Orbis Client Services (Canada) Limited Orbis Investment Management (MIS) Limited Orbis Holdings (UK) Limited Triple Blue Holdings Limited Orbis Investment Management (Europe) LLP Pictet Overseas Trust Corporation and Pictet Trustee Company SA Orbis Investment Management (Luxembourg) S.A

Table 2 - Funds

An entity within the Group acts as investment manager for some or all of the assets in the following funds.

No Fund name Manager Code Registered holder Persons entitled to be registeredholder
1. Allan Gray Australia Equity Fund AGA SMEF Citibank N.A., Sydney Branch asEquity Trustees Limited as SMEF'sSMEF's custodianresponsible entity
2. Allan Gray Australia Balanced Fund AGA SMBF Citibank N.A., Hong Kong Branchas SMBF's custodian Equity Trustees Limited as SMBF'sresponsible entity
3. Allan Gray Australia Stable Fund AGA SMSF Citibank N.A., Sydney Branch asSMSF's custodian Equity Trustees Limited as SMSF'sresponsible entity
4. Warakirri Australian Equities Pensionsand Charities Fund AGA SMWA RBC Investor Services Trust asSMWA's custodian Warakirri Asset Management Pty LtdSMWA's trustee
5. Morningstar Australian Shares HighAlpha Fund AGA SMIA JP Morgan Nominees AustraliaLtd as SMIA's custodian Morningstar Investment ManagementAustralia Limited SMIA's trustee
6. Construction and Building UnionsSuperannuation Fund AGA SMCB JP Morgan Nominees AustraliaLtd as SMCB's custodian United Super Pty Ltd as SMCB's trustee
7. HESTA Superannuation Fund AGA SMHT JP Morgan Nominees AustraliaLtd as SMHT's custodian H.E.S.T. Australia Ltd as SMHT's trustee
8. Hostplus Pooled SuperannuationTrust AGA SMHP Citibank N.A., Sydney Branch asSMHP's custodian Host Plus Pty ltd as SMHP's trustee
9. Russell Australian Opportunities Fund AGA SMRI State Street Australia Ltd asSMRI's custodian Russell Investment Management Ltd asSMRI's responsible entity
10. MyLifeMyMoney SuperannuationFund AGA SMCS NAB Custodial Services ascustodian for SMCS CSF Pty Ltd as SMCS's trustee
11. Maritime Super AGA SMMS NAB Custodial Services ascustodian for SMMS Maritime Super Pty Ltd as SMMS'strustee
12. Non-Government SchoolsSuperannuation Fund AGA SMNG State Street Australia Ltd asSMNG's custodian Non-Government SchoolsSuperannuation Fund Pty Ltd asSMNG's trustee
13. REST Superannuation Fund AGA SMRT State Street Australia Ltd asSMRT's custodian Retail Employees Superannuation PtyLtd as SMRT's trustee
14. Government EmployeesSuperannuation Board AGA SMGB Northern Trust Corporation asSMGB's custodian Government Employees SuperannuationBoard
15. Statewide Superannuation Trust AGA SMSW NAB Custodial Services ascustodian for SMSW Statewide Superannuation Pty Ltd asSMSW's trustee
16. Orbis Global Equity Fund (AustraliaRegistered) OIML GAPL Citibank N.A., Hong Kong Branch,as GAPL's custodian Equity Trustees Limited as GAPL'sresponsible entity
17. Orbis Emerging Markets Equity Fund(Australia Registered) OIML EMAF Citibank N.A., Hong Kong Branch,as EMAF's custodian Equity Trustees Limited as EMAF'sresponsible entity
18. Orbis Global Equity LE Fund(Australia Registered) AGA GALE Citibank N.A., Hong Kong Branch,as GALE's custodian Equity Trustees Limited as GALE'sresponsible entity
No Fund name Manager Code Registered holder Persons entitled to be registered
holder
19. Orbis Global Equity Fund Limited OIML OGEF Citigroup Fund Services Canada, OGEF
Inc (Citi Canada) as OGEF's
custodian
20. Orbis Optimal SA Fund Limited OIML OSAP Citi Canada as OSAP's custodian OSAP
21. Institutional Global Equity Fund OIML IGEF Citi Canada as IGEF's custodian IGEF
22. Orbis Optimal LP OIML OOLP Citi Canada as OOLP's custodian OOLP
23. Orbis International Equity LP OIML IELP Citi Canada as IELP's custodian IELP
24. Orbis Institutional Global Equity LP OIML OGLP Citi Canada as OGLP's custodian OGLP
25. Orbis Institutional International Equity OIML ONLP Citi Canada as ONLP's custodian ONLP
LP
26. Orbis Institutional U.S. Equity LP OIML USLP Citi Canada as USLP's custodian USLP
27. Orbis Institutional Emerging Markets OIML EMLP Citi Canada as EMLP's custodian EMLP
Equity LP
28. Orbis SICAV – Global Equity Fund OIML SGPL Citibank International plc SGPL
(Luxembourg Branch) (Citi Lux)
as SGPL's custodian
29. Orbis SICAV – Asia- Ex Japan Fund OIML XJPL Citi Lux as XJPL's custodian XJPL
30. Orbis SICAV – Global Balanced Fund OIML GBSA Citi Lux as GBSA's custodian GBSA
31. Orbis SICAV – International Equity OIML SNPL Citi Lux as SNPL's custodian SNPL
32. Orbis OEIC Global Equity Fund OIML UKGE Citi Lux as UKGE's custodian UKGE
33. Orbis Institutional Global Equity OIML OGEO Citi Canada as OGEO's custodian OGEO
(OFO)

Table 3 – Change in relevant interest

Trade Date Reference Code Action No of security Consideration
31 Aug 18 to 25 Sep 18 SMBF Buy 14,547 $ 178,419
31 Aug 18 to 04 Oct 18 SMCB Buy 421,864 $ 5,186,579
31 Aug 18 to 04 Oct 18 SMCS Buy 166,499 $ 2,047,053
31 Aug 18 to 04 Oct 18 SMEF Buy 898,462 $ 11,061,173
31 Aug 18 to 04 Oct 18 SMGB Buy 197,038 $ 2,422,495
31 Aug 18 to 04 Oct 18 SMHP Buy 288,941 $ 3,549,643
31 Aug 18 to 04 Oct 18 SMHT Buy 182,383 $ 2,242,334
31 Aug 18 to 04 Oct 18 SMIA Buy 31,368 $ 385,563
31 Aug 18 to 04 Oct 18 SMMS Buy 74,848 $ 920,077
31 Aug 18 to 04 Oct 18 SMNG Buy 21,101 $ 259,517
31 Aug 18 to 04 Oct 18 SMRI Buy 58,070 $ 713,756
31 Aug 18 to 04 Oct 18 SMRT Buy 441,371 $ 5,426,412
31 Aug 18 to 04 Oct 18 SMSF Buy 59,481 $ 726,989
31 Aug 18 to 04 Oct 18 SMSW Buy 49,766 $ 611,785
31 Aug 18 to 04 Oct 18 SMWA Buy 4,562 $ 57,098
Total 2,910,301 $ 35,788,892

All trades on market unless otherwise specified

Table 4 – Present relevant interest

Reference Code Total no of securities
SMBF 89,183
SMCB 2,684,487
SMCS 1,054,691
SMEF 5,177,252
SMGB 1,249,816
SMHP 1,834,642
SMHT 1,156,692
SMIA 200,018
SMMS 478,105
SMNG 133,486
SMRI 369,858
SMRT 2,808,804
SMSF 283,010
SMSW 316,198
SMWA 46,432
Total 17,882,674