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ST BARBARA LIMITED — Major Shareholding Notification 2019
Mar 11, 2019
65749_rns_2019-03-11_fa855137-7daa-43f0-a647-7b903ef5ac84.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 | St Barbara Ltd |
|---|---|
| ACN/ARSN | ACN 009 165 066 |
1. Details of substantial holder (1)
| Name | Credit Suisse Holdings (Australia) Limited (on behalf of Credit Suisse Group AG and its affiliates) | |||
|---|---|---|---|---|
| ACN/ARSN (if applicable) | 008 496 713 | |||
| There was a change in the interests of the substantial holder on | 07-Mar-2019 | |||
| The previous notice was given to the company on | 08-Mar-2019 | |||
| The previous notice was dated | 08-Mar-2019 |
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 (5) | l Person's votes | Voting power (5) | |
| ' Common Stock | 65.496.022 | 12.49% | 52.988.845 | $10.11%$ |
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 ofchange | Person whoserelevant interestchanged | Nature of change (6) | l Consideration givenI in relation to change | I Class and number ofI securities affected | l Person'svotes affected |
|---|---|---|---|---|---|
| See Annexure I"∆" |
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 | Registered holder of I Person entitled to | l be registered as | I Nature of relevant | l Class and number | Person's |
|---|---|---|---|---|---|
| interest | securities | holder (8) | l interest (6). | of securities | votes |
| ' See Annexure "B" |
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 fo
| Name and ACN/ARSN. | ociationNature |
|---|---|
| N/A |
6. Addresses
The addresses of persons named in this form are as follows:
Second Benediction
insen
| ' Name | Address |
|---|---|
| See Annexure "C" |
Signature
| print name | Winston Loke | capacity Authorised Signatory | |
|---|---|---|---|
| sign here | date | 12-Mar-2019 | |
| . |
Annexure "A"
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 thecompany or scheme, since the substantial holder was last required to give
| Date ofchange | Person whose relevant interest changed | Nature of change(6) | Considerationgiven in relation tochange (7) | Class and number ofsecurities affected | Person'svotes affected |
|---|---|---|---|---|---|
| 06-Mar-2019 | Credit Suisse Equities (Australia) Limited | Acquired onmarket | 106,581.23 AUD | 25,414 CommonStock | 25,414 |
| 06-Mar-2019 | Credit Suisse Equities (Australia) Limited | Acquired onmarket | 33,630.40 AUD | 8,000 Common Stock | 8,000 |
| 06-Mar-2019 | Credit Suisse Equities (Australia) Limited | Acquired onmarket | 673.08 AUD | 161 Common Stock | 161 |
| 06-Mar-2019 | Credit Suisse Equities (Australia) Limited | Acquired onmarket | 56,296.84 AUD | 13,436 CommonStock | 13,436 |
| 06-Mar-2019 | Credit Suisse Equities (Australia) Limited | Acquired onmarket | 207,616.34 AUD | 49,567 CommonStock | 49,567 |
| 06-Mar-2019 | Credit Suisse Equities (Australia) Limited | Acquired onmarket | 3,356.54 AUD | 803 Common Stock | 803 |
| 06-Mar-2019 | Credit Suisse Equities (Australia) Limited | Disposed onmarket | 567.80 AUD | -136 Common Stock | $-136$ |
| 06-Mar-2019 | Credit Suisse Equities (Australia) Limited | Disposed onmarket | 31.195.34 AUD | -7,431 CommonStock | $-7,431$ |
| 06-Mar-2019 | Credit Suisse Equities (Australia) Limited | Disposed onmarket | 47,584.35 AUD | -11,185 CommonStock | $-11,185$ |
| 06-Mar-2019 | Credit Suisse Equities (Australia) Limited | Disposed onmarket | 19.327.03 AUD | -4,595 CommonStock | $-4,595$ |
| 06-Mar-2019 | Credit Suisse Equities (Australia) Limited | Disposed onmarket | 123.253.20 AUD | -29.346 CommonStock | $-29,346$ |
| 07-Mar-2019 | Credit Suisse Equities (Australia) Limited | Acquired onmarket | 79,723.05 AUD | 19,099 CommonStock | 19,099 |
| 07-Mar-2019 | Credit Suisse Equities (Australia) Limited | Acquired onmarket | 152,528.84 AUD | 36,561 CommonStock | 36,561 |
| 07-Mar-2019 | Credit Suisse Equities (Australia) Limited | Acquired onmarket | 11,499.88 AUD | 2,754 Common Stock | 2,754 |
| 07-Mar-2019 | Credit Suisse Equities (Australia) Limited | Acquired onmarket | 26,917.60 AUD | 6,439 Common Stock | 6.439 |
| 07-Mar-2019 | Credit Suisse Equities (Australia) Limited | Acquired onmarket | 160,164.60 AUD | 38,349 CommonStock | 38,349 |
| 07-Mar-2019 | Credit Suisse Equities (Australia) Limited | Disposed onmarket | 11,496.05 AUD | -2,766 CommonStock | $-2,766$ |
| 07-Mar-2019 | Credit Suisse Equities (Australia) Limited | Disposed onmarket | 30,651.94 AUD | -7.333 CommonStock | $-7,333$ |
| 07-Mar-2019 | Credit Suisse Equities (Australia) Limited | Disposed onmarket | 83.966.00 AUD | -20,000 CommonStock | $-20,000$ |
| 07-Mar-2019 | Credit Suisse Securities (USA) LLC | Stock returnedunder OSLA | Refer to AnnexureD of Notice | -1.000.000 CommonStock | $-1,000,000$ |
| 07-Mar-2019 | Credit Suisse Securities (USA) LLC | Stock returnedunder OSLA | Refer to AnnexureD of Notice | -186,463 CommonStock | $-186.463$ |
| 07-Mar-2019 | Credit Suisse Securities (USA) LLC | Stock returnedunder OSLA | Refer to AnnexureD of Notice | -8,190,999 CommonStock | -8,190,999 |
| 07-Mar-2019 | Credit Suisse Securities (Europe) Limited | Stock returnedunder OSLA | Refer to AnnexureD of Notice | -1,500,000 CommonStock | -1,500,000 |
| 07-Mar-2019 | Credit Suisse Securities (Europe) Limited | Stock returnedunder OSLA | Refer to AnnexureD of Notice | -847,506 CommonStock | $-847,506$ |
| 07-Mar-2019 | Credit Suisse Securities (Europe) Limited | Stock returnedunder OSLA | Refer to AnnexureD of Notice | -900,000 CommonStock | $-900,000$ |
This is Annexure "A" referred to in the Form 604 "Notice of change of interests of substantial holder"
| Signature | Credit Suisse Holdings (Australia) Limited (ACN 008 496 713) | ||||
|---|---|---|---|---|---|
| print name | Winston Loke | capacity | Authorised Signatory | ||
| sign here | M | date | 12-Mar-2019 | ||
Annexure "B"
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevantinterest | Registered holder ofsecurities | Person entitled tobe registered asholder (8) | Nature of relevantinterest (6) | Class and numberof securities | Person'svotes |
|---|---|---|---|---|---|
| Credit SuisseEquities (Australia)Limited (ACN 068232 708) | CS FourthNominees PtyLimited (ACN 069126 432) | Credit SuisseEquities (Australia)Limited | Voting rights andright to dispose | 1,818,975 CommonStock | 1,818,975 |
| Credit SuisseEquities (Australia)Limited (ACN 068232 708) | CS FourthNominees PtyLimited (ACN 069126 432) | Credit SuisseEquities (Australia)Limited | Holder of securitiessubject to anobligation to returnunder a securitieslending agreement | 5,000,000 CommonStock | 5,000,000 |
| Credit Suisse FundsAG | HSBC CustodyNominees(Australia) Limited(ACN 003 094 568) | Credit Suisse FundsAG | Voting rights andright to dispose | 192,851 CommonStock | 192,851 |
| Credit SuisseSecurities (Europe)Limited (ARBN099554131) | CS Third NomineesPty Limited (ACN007 053 849) | Credit SuisseSecurities (Europe)Limited | Holder of securitiessubject to anobligation to returnunder a securitieslending agreement | 1,763,482 CommonStock | 1,763,482 |
| Credit SuisseSecurities (USA)LLC | CS Third NomineesPty Limited (ACN007 053 849) | Credit SuisseSecurities (USA)LLC | Holder of securitiessubject to anobligation to returnunder a securitieslending agreement | 44,213,537Common Stock | 44,213,537 |
This is Annexure "B" referred to in the Form 604 "Notice of change of interests of substantial holder"
Signature
Credit Suisse Holdings (Australia) Limited (ACN 008 496 713)
| print name | Winston Loke | capacity Authorised Signatory | |
|---|---|---|---|
| sign here | ₩ | date | 12-Mar-2019 |
Annexure "C"
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Credit Suisse Holdings (Australia) Limited(ACN 008 496 713) | Level 31, Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia |
| Credit Suisse Equities (Australia) Limited(ACN 068 232 708) | Level 31, Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia |
| CS Third Nominees Pty Limited (ACN 007053 849) | Level 31, Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia |
| Credit Suisse Fourth Nominees Pty Limited(ACN 069 126 432) | Level 31, Gateway, 1 Macquarie Place, Sydney NSW 2000, Australia |
| Credit Suisse Securities (USA) LLC | 11 Madison Avenue, New York, NY 10010 |
| Credit Suisse Securities (Europe) Limited(ARBN 099554131) | One Cabot Square, London, E14 4QJ |
| Credit Suisse Funds AG | Uetibergstrasse 231, Zurich, 8045 Switzerland |
This is Annexure "C" referred to in the Form 604 "Notice of change of interests of substantial holder"
Signature
Credit Suisse Holdings (Australia) Limited (ACN 008 496 713)
| print name | Winston Loke | capacity Authorised Signatory | |
|---|---|---|---|
| sign here | date | 12-Mar-2019 | |
| M |
Annexure "D"
This is Annexure "D" referred to in the Form 604 "Notice of change of interests of substantial holder"
| Signature | Credit Suisse Holdings (Australia) Limited (ACN 008 496 713) | ||||
|---|---|---|---|---|---|
| print name | Winston Loke | capacity | Authorised Signatory | ||
| sign here | date | 12-Mar-2019 | |||
| IN- |
| Overseas Securities Borrowing Agreement |
|---|
| Credit Suisse Securities (Europe) and The |
| Borrower must use best endeavours to vote inaccordance with the Lender's instructions untilcompletion of the corporate action. |
| With 4 business days prior notice or earlier |
| If an event of default occurs in respect of eitherthe lender or the borrower, the obligation of theborrower to deliver the securities to the lenderwill be netted off against the obligation of thelender to return securities or cash held by the |
| Prescribed information | |
|---|---|
| Schedule | |
| Type of agreement | Overseas Securities Lending Agreement |
| Parties to agreement | Credit Suisse Securities (Europe) Limitedand HSBC Bank |
| Transfer date | 7-Mar-2019 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | No |
| If yes, detail | N/A |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to returnearly? | Yes |
| If yes, detail | At Will |
| Does the lender have the right to recall early? Yes | |
| If yes, detail | With 4 business days prior notice or earlierupon agreement. |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | If an event of default occurs in respect ofeither the lender or the borrower, theobligation of the borrower to deliver thesecurities to the lender will be netted offagainst the obligation of the lender toreturn securities or cash held by the lenderas collateral. |
| Prescribed information | |
|---|---|
| Schedule | |
| Type of agreement | Overseas Securities Lending Agreement |
| Parties to agreement | Credit Suisse (Europe) Limited and Bank ofNew York Mellon |
| Transfer date | 7-Mar-2019 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | No |
| If yes, detail | N/A |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to return early? | Yes |
| If yes, detail | At Will |
| Does the lender have the right to recall early? | Yes |
| If yes, detail | With 4 business days prior notice or earlierupon agreement |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | If an event of default occurs in respect of eitherthe lender or the borrower, the obligation of theborrower to deliver the securities to the lenderwill be netted off against the obligation of thelender to return securities or cash held by thelender as collateral. |
| Prescribed information | |
|---|---|
| Schedule | |
| Type of agreement | Overseas Securities Lending Agreement |
| Parties to agreement | Credit Suisse Securities (USA) LLC Limitedand BlackRock |
| Transfer date | 7-Mar-2019 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | No |
| If yes, detail | N/A |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to return early? | Yes |
| If yes, detail | With 4 business days prior notice, unlessBorrower and Lender agree to the contrary. |
| Does the lender have the right to recall early? | Yes |
| If yes, detail | With 4 business days prior notice or earlierupon agreement |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | If an event of default occurs in respect of eitherthe lender or the borrower, the obligation of theborrower to deliver the securities to the lenderwill be netted off against the obligation of thelender to return securities or cash held by thelender as collateral. |
| Prescribed information | |
|---|---|
| Schedule | |
| Type of agreement | Overseas Securities Lending Agreement |
| Parties to agreement | Credit Suisse Securities (USA) LLC andDeutsche Bank AG |
| Transfer date | 7-Mar-2019 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | No |
| If yes, detail | N/A |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to return early? | Yes |
| If yes, detail | At Will |
| Does the lender have the right to recall early? | Yes |
| If yes, detail | With 4 business days prior notice or earlierupon agreement. |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | If an event of default occurs in respect of eitherthe lender or the borrower, the obligation of theborrower to deliver the securities to the lenderwill be netted off against the obligation of thelender to return securities or cash held by thelender as collateral. |
$\frac{1}{2}$
| Schedule | |
|---|---|
| Type of agreement | Overseas Securities Lending Agreement |
| Parties to agreement | Credit Suisse Securities (USA) LLC Limitedand Citibank N.A. |
| Transfer date | 7-Mar-2019 |
| Holder of voting rights | Borrower |
| Are there any restrictions on voting rights? | No. |
| If yes, detail | N/A |
| Scheduled return date (if any) | N/A |
| Does the borrower have the right to return early? | Yes |
| If yes, detail | At Will |
| Does the lender have the right to recall early? | Yes |
| If yes, detail | With 4 business days prior notice or earlierupon agreement |
| Will the securities be returned on settlement? | Yes |
| If yes, detail any exceptions | If an event of default occurs in respect of eitherthe lender or the borrower, the obligation of theborrower to deliver the securities to the lenderwill be netted off against the obligation of thelender to return securities or cash held by thelender as collateral. |