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ST BARBARA LIMITED — Major Shareholding Notification 2011
May 23, 2011
65749_rns_2011-05-23_158876dd-ab11-49ef-8d4a-ed80a195a694.pdf
Major Shareholding Notification
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NUVEEN INVESTMENTS 2049 CENTURY PARK EAST, 17TH FLOOR LOS ANGELES, CA 90067
TO:
FROM:
Nuveen Investments Australian Stock Exchange Sharon Castro Legal/Compliance Phone: 310.552.5114 Fax: 310.228.5972 [email protected] DATE: 23 MAY 2011 FAX NUMBER: TOTAL NO. OF PAGES INCLUDING COVER: $\overline{7}$ 011 61 2 9347 0005 REFERENCE: FORM 603 Notice of initial substantial shareholder pertaining to Tradewinds Global Investors, LLC position in St. Barbara Limited. THIS NOTICE REPLACES THE NOTICE OF INITIAL SUBSTANTIAL HOLDER DATED 20 MAY 2011. THIS NOTICE CLEARLY DISTINGUISHES BETWEEN THE RELEVANT INTERESTS HELD BY TRADEWINDS GLOBAL INVESTORS, LLC AND CERTAIN OF ITS RELATED BODIES CORPORATE IN: (1) THE ORDINARY SHARES; AND
(2) THE ADRS,
ISSUED BY ST BARBARA LIMITED.
Form 603 Corporations Act 2001 Section 671B
Notice of initial substantial holder
| To Company Name/Scheme | St Barbara Limited | |
|---|---|---|
| ACN/ARSN | 009 165 066This notice is given by Tradewinds Global Investors, LLC on behalf of itself and each of its related bodies corporate(Tradewinds Companies) named in the list of 2 pages annexed to this notice and marked A. | |
| 1. Details of substantial holder (1) | ||
| Name | Tradewinds Global Investors, LLC and each of the Tradewinds Companies | |
| ACN/ARSN (If applicable) | n/a | |
| The holder became a substantial holder on | 08/05/2011 |
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 ofsecurities (4) | Number of securities | Person's votes (5) | Voting power (6) |
|---|---|---|---|
| Ordinary shares.including ordinaryshares representedlby AmericanDepositary Receipts(ADRs) | 16,850,606 ordinary shares comprised of:1,004,386 ordinary shares; and3,169,244 ADRs, each of which relates to 5 ordinaryahares. | 15,850,606 | 5.18% |
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 |
|---|---|---|
| Tradewinds Global Investors, LLC | The registered holders of the ordinary shares /ADRs of St Barbara Limited to which this noticerelates (Shares) are investment clients ofTradewinds Global Investors, LLC or custodianswho retain custody of the Shares for the benefit oflthose clients (Clients).In accordance with the authority and investmentmandates granted to it under various investmentadvisory agreements (Agreements), the Shareswere acquired in on-market transactions on behalflof the Clients at the direction of TradewindslGiobal Investora, LLC.Under the Agreements, Tradewinds GlobalInvestors, LLC can determine how rights to voteattached to the Shares are exercised and has thepower to make investment decisions regardingdisposal of the Shares.Accordingly, Tradewinds Global Investors, LLC istaken under section 608(2) of the CorporationsAct to have a relevant interest in the Shares. | 16,850,606 ordinary shares comprised of:1,004,386 ordinary shares; and٠+ 3,169,244 ADRs, each of which relatesto 5 ordinary shares. |
| Each of the Tradewinds Companies | Taken under section 608(3) of the CorporationsAct to have a relevant interest by reason ofhaving voting power in or control of Tradewinds(Global Investors, LLC. | 16,850,606 ordinary shares comprised of:1,004,386 ordinary shares; and٠3.169.244 ADRs, each of which relatesto 5 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 |
| See paragraph 3 above | The registered holders of the Shares areinvestment clients of Tradewinds Globalinvestors, LLC or custodians who retaincustody of the Shares for the benefit of thosecliants. The Shares were acquired in on-markettransactions on behalf of the Clients at thedirection of Tradewinds Global Investors, LLC. | iSee paragraph 3labova |
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 a substantial holder is as follows:
| Holder of relevantinterest | Date of acquisition | Consideration (9) | Class and numberof securities | |
|---|---|---|---|---|
| Cash | Non-cash | |||
| See list of 1 page annexed to this noticeland marked B |
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 Tradewinds Companies | Related bodies corporate of Tradewinds Global Investors, LLC. |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | .--------Address |
|---|---|
| Tradewinds Companies | As set out in the list of 2 pages annexed to this notice and marked A. |
Signature
| print name | Constance Lawton | capacity | Co-President, ExecutiveManaging Director |
|---|---|---|---|
| sign here | date | 23/05/2011 | |
| w |
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 and $(1)$ 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.
- $(2)$ 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 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 parson's votes divided by the total votes in the body corporate or scheme multiplied by 100.
- $(7)$ Include details of:
- any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ 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.
$(8)$ 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."
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 entitled to receive in relation to that acquisition. Details $\left( 9\right)$
Annexure "A"
This is the Annexura of 2 pages marked "A" referred
to in the form 603 Notice of in itial substantial holder
Signed by me and dated 23 May 2011
$\cdots$
Constance Lawton, Co-President, Executive Managing Director
Tradewinds Global Investors, LLC
| Name | Address | ||
|---|---|---|---|
| Windy City Investments Holdings, LLC | Three First National Plaza | ||
| Chicago, IL 60602-5010 | |||
| United States of AmericaThree First National Plaza | |||
| Windy City Investments, Inc. | |||
| Chicago, IL 60602-5010 | |||
| United States of America--------------------------------------- | |||
| Nuveen Investments, Inc. | 333 W. Wacker Dr. | ||
| Chicago IL 60606 | |||
| United States of America | |||
| Nuveen Investment Solutions, Inc. | 333 W. Wacker Dr. | ||
| Chicago IL 60606 | |||
| United States of America | |||
| Nuveen Asia Investments, inc. | 333 W. Wacker Dr. | ||
| Chicago IL 60608 | |||
| United States of America | |||
| Nuveen Asset Management, LLC | 333 W. Wacker Dr. | ||
| Chicago IL 60606 | |||
| United States of America | |||
| Nuveen Commodities Asset Management, LLC | 333 W. Wacker Dr. | ||
| Chicago IL 60608 | |||
| United States of America | |||
| Nuveen HydePark Group, LLC | 333 W. Wacker Dr. | ||
| Chicago IL 60606 | |||
| United States of America | |||
| Nuveen Fund Advisors, Inc. | 333 W. Wacker Dr. | ||
| Chicago IL 60606 | |||
| United States of America | |||
| Nuveen Securities, LLC | 333 W. Wacker Dr. | ||
| Chicago IL 60606 | |||
| United States of America | |||
| Nuveen Investments Advisers, Inc. | 333 W. Wacker Dr. | ||
| Chicago IL 60606 | |||
| United States of America | |||
| Nuveen Investments Canada Co. | TD Canada Trust Tower | ||
| BCE Place, 27th Floor | |||
| 161 Bay Street | |||
| Toronto, Ontario M5J 2S1 | |||
| Nuveen Alternative Investments, LLC | 333 W. Wacker Dr. | ||
| Chicago IL 60606 | |||
| United States of America |
| Nuveen Investments Holdings, Inc. | 333 W. Wacker Dr. | ||
|---|---|---|---|
| Chicago IL 60606 | |||
| United States of America | |||
| Nuveen Investments Institutional Services Group, LLC | 333 W. Wacker Dr. | ||
| Chicago IL 60606 | |||
| United States of America | |||
| NWQ/Tradewinds Holdings, LLC | 2049 Century Park East, 18th Floor | ||
| Los Angeles CA 90067 | |||
| United States of America | |||
| NWQ Investment Management Company, LLC | 2049 Century Park East, 16th Floor | ||
| Los Angeles CA 90067 | |||
| United States of America | |||
| Rittenhouse Asset Management, Inc. | 333 W. Wacker Dr. | ||
| Chicago IL 60808 | |||
| United States of America ____________________________________ | |||
| Santa Barbara Asset Management, LLC | 200 East Carrillo Street, Suite 300 | ||
| Santa Barbara CA 93101 | |||
| United States of America | |||
| Symphony Asset Management, LLC | 555 California Street, Suite 2976 | ||
| San Francisco CA 94104 | |||
| United States of America | |||
| Winslow Capital Management, Inc. | 80 S 8th St | ||
| Minneapolis, MN 55402-5304 | |||
| United States of America |
Annexure "B"
This is the Annexure of 1 page marked "B" referred
to in the form 603 Notice of in itial substantial holder
Signed by me and dated 23 May 2011 $\mathcal{B}l^{\mathcal{I}}$ ′ Cudi
Constance Lawton, Co-President, Executive Managing Director Tradewinds Global Investors, LLC
For the purposes of this table, the term Tradewinds Group comprises each of the relevant interest holders listed in paragraph 3 in the attached form 803.
| Holder of Relevant Interest | Date of Acquisition | Consideration ($USD) | Class of Security | Number of Securities |
|---|---|---|---|---|
| Tradewinds Group | 17/02/2011 | 636,202 | ORD | 310.058 |
| Tradewinds Group | 22/02/2011 | 86,608 | ORD | 33,162 |
| Tradewinds Group | 23/02/2011 | 350,143 | ORD | 174.633 |
| Tradewinds Group | 25/02/2011 | 237,700 | ORD | 118,154 |
| Tradewinds Group | 25/02/2011 | 550,033 | ADR | 53.919 |
| Tradewinds Group | 1/03/2011 | 10,419 | ADR | 1,018 |
| Tradewinds Group | 4/03/2011 | 758,088 | ADR | 71.015 |
| Tradewinds Group | 7/03/2011 | 594,976 | ADR | 54,133 |
| Tradewinds Group | 8/03/2011 | 304,239 | ADR | 27,520 |
| Tradewinds Group | 0/03/2011 | 1,105,227 | ADR | 110,000 |
| Tradewinds Group | 10/03/2011 | 593,188 | ADR | 57,000 |
| Tradewinds Group | 10/03/2011 | 5,092,240 | ADR | 676,000 |
| Tradewinds Group | 11/03/2011 | 1,473.765 | ADR | 150,000 |
| Tradewinds Group | 14/03/2011 | 1,399.717 | ADR | 148,000 |
| Tradewinds Group | 15/03/2011 | 1,219,062 | ADR | 130,000 |
| Tradewinds Group | 16/03/2011 | 1,101,582 | ADR | 116,000 |
| Tradewinds Group | 17/03/2011 | 1,402,315 | ADR | 146,000 |
| Tradewinds Group | 18/03/2011 | 558,608 | ORD | 276.991 |
| Tradewinds Group | 18/03/2011 | 356.984 | ADR | 35,209 |
| Tradewinds Group | 18/03/2011 | 7,988 | ADR | 750 |
| Tradewinds Group | 21/03/2011 | 558,938 | ADR | 52,000 |
| Tradewinds Group | 22/03/2011 | -59.087 | ORD | 27,265 |
| Tradewinds Group | 22/03/2011 | 549.395 | ADR | 50,000 |
| Tradewinds Group | 23/03/2011 | 480.497 | ADR | 44,400 |
| Tradewinds Group | 25/03/2011 | 448.372 | ADR | 40,000 |
| Tradewinds Group | 25/03/2011 | -25,770 | ADR | 2,237 |
| Tradewinds Group | 28/03/2011 | 621.480 | ADR | 58,000 |
| Tradewinds Group | 29/03/2011 | 530.418 | ADR | 48,236 |
| Tradewinds Group | 30/03/2011 | 118.958 | ADR | 10,639 |
| Tradewinds Group | 31/03/2011 | 63.148 | ADR | 5,591 |
| Tradewinds Group | 13/04/2011 | 398.010 | ADR | 34,800 |
| Tradewinds Group | 14/04/2011 | 155.199 | ADR | 13,600 |
| Tradewinds Group | 14/04/2011 | 2,295.000 | ADR | 200,000 |
| Tradewinds Group | 19/04/2011 | 800.836 | ADR | 70,360 |
| Tradewinds Group | 20/04/2011 | 663.727 | ADR | 57,330 |
| Tradewinds Group | 29/04/2011 | 33.860 | ADR | 2,843 |
| Tradewinds Group | 2/05/2011 | 743.527 | ADR | 62,783 |
| Tradewinds Group | 3/05/2011 | 3,820,500 | ADR | 320,007 |
| Tradewinds Group | 4/05/2011 | 2,272,940 | ADR | 200,000 |
| Tradewinds Group | 5/05/2011 | 735.707 | ADR. | 64,923 |
| Tradewinds Group | 8/06/2011 | 246 764 | ORD. | 109,543 |
| Tradewinds Group | 6/05/2011 | 603.148 | ADR | 46,014 |
| Tradewinds Group | 6/06/2011 | $-9,510$ | ADR. | 4,597 |
| Tradewinds Group | 10/05/2011 | 1,408,029 | ADR. | 121,700 |
| Tradewinds Group | 12/05/2011 | 19,392 | ADR | 1,798 |