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SITEMINDER LIMITED — Major Shareholding Notification 2021
Nov 10, 2021
65760_rns_2021-11-10_5af96c7b-05ce-4b3e-b948-41dfefd05bb3.pdf
Major Shareholding Notification
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Pendal Group Limited
Level 14, The Chifley Tower 2 Chifley Square Sydney NSW 2000 Australia
ABN 28 126 385 822
Company Announcements Platform Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000
11 November 2021
Re: Notice of Initial Substantial Holder
In accordance with section 671B of the Corporations Act 2001 (Cth), we attach a Notice of Initial Substantial Holder (Form 603) in respect of Siteminder Limted ( SDR ) .
Yours faithfully
==> picture [119 x 40] intentionally omitted <==
Joanne Hawkins Group Company Secretary
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Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
| To Company Name/Scheme ACN/ARSN |
SITEMINDER LIMTED |
|---|---|
| ACN 121 931 744 |
1. Details of substantial holder(1)
| Name ACN/ARSN (if applicable) The holder became a substantial holder on |
PENDAL GROUP LIMITED(PDL) |
|---|---|
| ACN 126 385 822 | |
| 09/11/2021 |
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) |
|---|---|---|---|
| Ordinary Shares | 19,276,521 | 19,276,521 | |
| Total | 19,276,521 | 19,276,521 | 7.156% |
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) | Number of securities | Class of securities |
|---|---|---|---|
| Pendal Fund Services Limited * |
Pendal Fund Services Limited is the responsible entity of various managed investment schemes and, in that capacity, can exercise the power to vote ordispose ofthe shares. |
11,169,293 | Ordinary |
| Pendal Institutional Limited |
Pendal Institutional Limited is the responsible entity of various managed investment schemes and, in that capacity, can exercise the power to vote ordispose of the shares. |
8,107,228 | Ordinary |
*Pendal Fund Services Limited has appointed Pendal Institutional Limited to act as the investment manager of the trusts of which it is responsible entity, giving Pendal Institutional Limited the capacity to exercise the power to vote or dispose of the shares. Pendal Institutional Limited therefore also has a relevant interest in shares in which Pendal Fund Services Limited has a relevant interest.
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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 interest | Registered holder of securities |
Persons entitled to be registered as holder(8) |
Class and number of securities |
|---|---|---|---|
| Pendal Fund Services Limited |
HSBC Custody Nominees (Australia) Limited. UBS Nominees Pty Limited |
See Annexure 'A' | 11,169,293 Ordinary |
| Pendal Institutional Limited |
BNP Paribas Securities Services Citicorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited. JP Morgan Chase Bank National Nominees Limited. Northern Trust Company Limited State Street Australia Limited |
See Annexure 'A' | 8,107,228 Ordinary |
4. 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 relevant interest |
Date of acquisition | Consideration(9) | Consideration(9) | Class and number of securities |
|---|---|---|---|---|
| Cash | Non-cash | |||
5. 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
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Pendal Group Limited (PDL) | Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW2000 |
| Pendal Fund Services Limited | Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW2000 |
| Pendal Institutional Limited | Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW2000 |
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SITEMINDER LIMITED (SDR) The Company Secretary, SITEMINDER LIMITED Bond Store 3, 30 Windmill Street, Millers Point, NSW 2000
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Signature Print name Joanne Hawkins Capacity Company Secretary Sign here Date 11/11/2021 DIRECTIONS
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(1) If there are a number of substantial holders with similar or related relevant interests (e.g. 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.
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(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.
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(4) 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.
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(6) The person’s votes divided by the total votes in the body corporate 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 with 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
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(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).
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See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.
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(8) If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write “unknown”.
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(9) 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.
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ANNEXURE A
This is annexure ‘A’ referred to in Form 603, Notice of initial substantial holder, lodged for Pendal Group Limited ACN 126 385 822.
TRANSACTION HISTORY
Sales & Purchases for the period : 09/11/2021 to 09/11/2021 SECURITY: SDR
| Pendal Fund Services Limited | Pendal Fund Services Limited |
|---|---|
| Date 9/11/2021 9/11/2021 9/11/2021 9/11/2021 9/11/2021 Date 9/11/2021 |
Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected HSBC Custody Nominees (Australia) Limited Buy 4,939,687 24,994,816.22 Ordinary 4,939,687 HSBC Custody Nominees (Australia) Limited Buy 369,434 1,869,336.04 Ordinary 369,434 HSBC Custody Nominees (Australia) Limited Buy 4,122,015 20,857,395.90 Ordinary 4,122,015 HSBC Custody Nominees (Australia) Limited Buy 934,089 4,726,490.34 Ordinary 934,089 HSBC Custody Nominees (Australia) Limited Buy 503,696 2,548,701.76 Ordinary 503,696 Total 10,868,921 54,996,740.26 Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected UBS Nominees Pty Limited Buy 300,372 1,519,882.32 Ordinary 300,372 Total 300,372 1,519,882.32 Pendal Fund Services Limited 11,169,293 56,516,622.58 |
Pendal Institutional Limited
| Date | Registered Company | Nature of Change |
Quantity | Consideration | Class of Securities |
Person’s votes affected |
|---|---|---|---|---|---|---|
| 9/11/2021 | BNP Paribas Securities Services |
Buy | 38,418 | 194,395.08 | Ordinary | 38,418 |
| Total | 38,418 | 194,395.08 | ||||
| Date | Registered Company | Nature of Change |
Quantity | Consideration | Class of Securities |
Person’s votes affected |
| 9/11/2021 | Citicorp Nominees Pty Limited |
Buy | 807,309 | 4,084,983.54 | Ordinary | 807,309 |
| 9/11/2021 | Citicorp Nominees Pty Limited |
Buy | 129,179 | 653,645.74 | Ordinary | 129,179 |
| Total | 936,488 | 4,738,629.28 | ||||
| Date | Registered Company | Nature of Change |
Quantity | Consideration | Class of Securities |
Person’s votes affected |
| 9/11/2021 | HSBC Custody Nominees (Australia) Limited |
Buy | 133,884 | 677,453.04 | Ordinary | 133,884 |
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| 9/11/2021 9/11/2021 9/11/2021 9/11/2021 9/11/2021 Date 9/11/2021 9/11/2021 9/11/2021 9/11/2021 9/11/2021 9/11/2021 Date 9/11/2021 9/11/2021 9/11/2021 Date 9/11/2021 Date 9/11/2021 9/11/2021 |
HSBC Custody Nominees (Australia) Limited Buy 1,284,305 6,498,583.30 Ordinary 1,284,305 HSBC Custody Nominees (Australia) Limited Buy 1,397 7,068.82 Ordinary 1,397 HSBC Custody Nominees (Australia) Limited Buy 251,163 1,270,884.78 Ordinary 251,163 HSBC Custody Nominees (Australia) Limited Buy 123,304 623,918.24 Ordinary 123,304 HSBC Custody Nominees (Australia) Limited Buy 54,285 274,682.10 Ordinary 54,285 Total 1,848,338 9,352,590.28 Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected J.P. Morgan Nominees Australia Pty Limited Buy 384,439 1,945,261.34 Ordinary 384,439 J.P. Morgan Nominees Australia Pty Limited Buy 163,348 826,540.88 Ordinary 163,348 J.P. Morgan Nominees Australia Pty Limited Buy 517,564 2,618,873.84 Ordinary 517,564 J.P. Morgan Nominees Australia Pty Limited Buy 96,364 487,601.84 Ordinary 96,364 J.P. Morgan Nominees Australia Pty Limited Buy 1,947,579 9,854,749.74 Ordinary 1,947,579 J.P. Morgan Nominees Australia Pty Limited Buy 639,870 3,237,742.20 Ordinary 639,870 Total 3,749,164 18,970,769.84 Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected National Nominees Limited. Buy 20,295 102,692.70 Ordinary 20,295 National Nominees Limited. Buy 10,336 52,300.16 Ordinary 10,336 National Nominees Limited. Buy 70,765 358,070.90 Ordinary 70,765 Total 101,396 513,063.76 Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected Northern Trust Company Limited Buy 1,115,085 5,642,330.10 Ordinary 1,115,085 Total 1,115,085 5,642,330.10 Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected State Street Australia Limited Buy 176,802 894,618.12 Ordinary 176,802 State Street Australia Limited Buy 141,537 716,177.22 Ordinary 141,537 Total 318,339 1,610,795.34 Pendal Institutional Limited 8,107,228 41,022,573.68 |
|---|---|
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