Form 605
Corporations Act 2001 Section 671B
Notice of ceasing to be a substantial holder
| To |
Company Name/Scheme |
|
ST BARBARA LIMITED |
|
ACN/ARSN |
009 165 066 |
|
|
1. Details of substantial holder (1) |
|
|
|
Name |
|
JPMorgan Chase & Co. and its affiliates |
|
ACN (if applicable) |
NА |
|
| The holder ceased to be aSubstantial holder on |
|
|
5 March 2020 |
| The previous notice was given to the company on |
|
|
6 March 2020 |
| The previous notice was dated |
|
|
4 March 2020 |
2. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 whose relevantinterest changed |
Nature ofchange $(4)$ |
Considerationgiven inrelationto change (5) |
Class $(6)$and numberof securitiesaffected |
Person'svotesaffected |
| SeeAppendix |
Holder of securities subject to anJ.P. MORGANobligation to return under a securitiesSECURITIES LLClending agreement |
|
See Appendix |
37,000,000(ordinary) |
37,000,000(ordinary) |
| See:Appendix |
Purchase and sales of securities in itsJ.P. MORGANcapacity as Principal/ProprietarySECURITIES PLC |
|
See Appendix |
4,985(ordinary) |
4,985(ordinary) |
| J.P. MORGANSeeSECURITIESAppendixAUSTRALIA LIMITED |
|
Holder of securities subject to anobligation to return under a securitieslending agreement |
See Appendix |
5,363,000(ordinary) |
5,363,000(ordinary) |
| SeeAppendix |
J.P. MORGANSECURITIESAUSTRALIA LIMITED |
Purchase and sales of securities in itscapacity as Principal/Proprietary |
See Appendix |
241.121(ordinary) |
241,121(ordinary) |
3. Changes in association
The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
| Name and ACN (if applicable) |
Nature of association |
|
| J.P. MORGAN SECURITIES LLC |
Subsidiary of JPMorgan Chase & Co. |
|
| J.P. Morgan Securities PLC |
Subsidiary of JPMorgan Chase & Co. |
|
| J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Subsidiary of JPMorgan Chase & Co. |
|
4. Addresses
The addresses of persons named in this form are as follows:
| Name |
Address |
| JPMORGAN CHASE & CO. |
383 Madison Avenue, New York, New York, NY, 10179, United States |
| J.P. MORGAN SECURITIES PLC |
25 Bank Street, Canary Wharf, London, E14 5JP, England |
| J.P. MORGAN SECURITIES LLC |
383 Madison Ave., New York, New York, NY, 10179, United States |
| J.P. MORGAN SECURITIES AUSTRALIALIMITED. |
LEVEL 18, 83-85 CASTLEREAGH STREET, SYDNEY, NS, NSW 2000,Australia |
Signature
| Print name |
Frederick Lee |
Capacity |
Compliance Officer |
| Sign here $Q \triangle Q$ |
|
Date |
9 March 2020 |
DIRECTIONS
- $(1)$ If there are a number of substantial holders with similar or related relevant interests (eq. 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 4 of the form.
- See the definition of "relevant interest" in sections 608 and 671B (7) of the Corporations Act 2001. $(2)$
- See the definition of "associate" in section 9 of the Corporations Act 2001. $(3)$
- Include details of: $(4)$
(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.
- Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant $(5)$ 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.
- The voting shares of a company constitute one class unless divided into separate classes. $(6)$
- Give details, if appropriate, of the present association and any change in that association since the last substantial holding $(7)$ notice.
| TRADES FOR RELEVANT PERIOD |
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|
Appendix |
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|
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|
|
| Transaction Date |
Entity |
Product Type |
Type of Transaction |
Quantity |
Price (AUD) |
Consideration |
| Balance at start of relevant period |
|
|
|
48,754,500 |
|
|
| 4-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Borrow - Return |
(5,363,000) |
- |
$- |
| 5-Mar-20 |
J.P. MORGAN SECURITIES LLC |
Equity |
Borrow - Return |
(37,000,000) |
- |
$- |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Sell |
(2,000) |
2.49 |
$4,980.00 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Sell |
(17,005) |
2.49 |
$42,342.45 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Buy |
980 |
2.46 |
$2,410.80 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Sell |
(75,000) |
2.50 |
$187,500.00 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Sell |
(12,660) |
2.49 |
$31,497.80 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Buy |
2,000 |
2.48 |
$4,960.00 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Buy |
27,807 |
2.48 |
$69,009.30 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Sell |
(10,166) |
2.48 |
$25,200.46 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Sell |
(1,789) |
2.48 |
$4,436.72 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Sell |
(7,374) |
2.48 |
$18,282.90 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Buy |
415 |
2.46 |
$1,020.90 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Buy |
1,512 |
2.46 |
$3,719.52 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Buy |
4,485 |
2.46 |
$11,033.10 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Buy |
839 |
2.46 |
$2,063.94 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES PLC |
Equity |
Sell |
(4,985) |
2.46 |
$12,263.10 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Sell |
(150,000) |
2.46 |
$369,090.15 |
| 5-Mar-20 |
J.P. MORGAN SECURITIES AUSTRALIA LIMITED |
Equity |
Sell |
(3,165) |
2.46 |
$7,785.90 |
| Balance at end of relevant period |
|
|
|
6,145,394 |
|
|
| Date: |
9-Mar-20 |
|
|
| Company's name: |
ST BARBARA LIMITED |
|
|
| ISIN: |
AU000000SBM8 |
|
|
| Date of change of |
5-Mar-20 |
|
|
| relevant interests: |
|
|
|
| Schedule |
|
|
|
| Type of agreement |
Australian Master Securities Lending Agreement ("AMSLA") |
|
|
| Parties to |
JPMorgan Chase Bank, N.A. (acting as agent) ("lender"), J.P. Morgan Securities Australia |
|
|
| agreement |
Limited ('borrower') |
|
|
|
|
|
|
| Transfer date |
Settlement Date |
|
|
|
5-Mar-20 |
|
|
| Holder of votingrights |
Borrower |
|
|
| Are there any |
|
|
|
| restriction on |
Yes |
|
|
| voting rights |
|
|
|
| If yes, detail |
The borrower undertakes to use its best endeavours to arrange for the voting rights to beexercised in accordance with the instructions of the lender, provided that the lender usesits best endeavours to notify the borrower of its instructions in writing no later than 7business days prior to the date upon which such votes are exercisable or as otherwiseagreed between the parties. This undertaking is set out in clause 4.3 of the standard formAMSLA. |
|
|
| Scheduled returndate (if any) |
None |
|
|
| Does the borrower |
|
|
|
| have the right to |
Yes |
|
|
| return early? |
|
|
|
| If yes, detail |
Borrower has right to return all and any securities or equivalent securities early at anytime in accordance with the lender's instructions. |
|
|
|
|
|
|
| Does the lenderhave the right torecall early? |
Yes |
|
|
| If yes, detail |
Lender has right to recall all or any equivalent securities on any business day by givingsuch notice as agreed by the parties. The borrower must return the securities not laterthan the expiry of such notice in accordance with the lender's instructions. |
|
|
| Will the securitiesbe returned onsettlement? |
Yes |
|
|
| If yes, detail anyexceptions |
No exception |
|
|
| Date: |
9-Mar-20 |
|
| Company's name: |
ST BARBARA LIMITED |
|
| ISIN: |
AU000000SBM8 |
|
| Date of change of relevant interests: |
5-Mar-20 |
|
| Schedule |
|
|
| Type of agreement |
Australian Master Securities Lending Agreement ("AMSLA") |
|
| Parties to agreement |
National Australia Bank Limited ('lender'), J.P. Morgan Securities AustraliaLimited ('borrower) |
|
| Transfer date |
Settlement Date6-Mar-20 |
|
| Holder of voting rights |
Borrower |
|
| Are there any restriction on votingrights |
Yes |
|
| If yes, detail |
The borrower undertakes to use its best endeavours to arrange for the votingrights to be exercised in accordance with the instructions of the lender,provided that the lender uses its best endeavours to notify the borrower of itsinstructions in writing no later than 7 business days prior to the date uponwhich such votes are exercisable or as otherwise agreed between the parties.This undertaking is set out in clause 4.3 of the standard form AMSLA. |
|
| Scheduled return date (if any) |
None |
|
| Does the borrower have the right toreturn early? |
Yes |
|
| If yes, detail |
Borrower has right to return all and any equivalent securities early at any timein accordance with the lender's instructions. |
|
| Does the lender have the right to recallearly? |
Yes |
|
| If yes, detail |
Lender has right to recall all or any equivalent securities at any time by givingnotice on any business day as agreed by the parties. The borrower mustreturn the securities not later than the expiry of such notice in accordancewith the lender's instructions. |
|
| Will the securities be returned onsettlement? |
Yes |
|
| If yes, detail any exceptions |
No exceptions |
|
| Statement |
If requested by the company to whom the prescribed form must be given, or ifrequested by ASIC, a copy of the agreement will be given to that company orASIC. |
|
| Date: |
9-Mar-20 |
| Company's name: |
ST BARBARA LIMITED |
| ISIN: |
AU000000SBM8 |
| Date of change ofrelevant interests: |
5-Mar-20 |
| Schedule |
|
| Type of agreement |
Global Master Securities Lending Agreement ("GMSLA") |
| Parties toagreement |
Blackrock Advisors (UK) Limited ("lender") and J.P. Morgan Securities plc ("borrower") |
| Transfer date |
Settlement Date4-Feb-2010-Feb-20 |
| Holder of votingrights |
Borrower |
| Are there anyrestriction onvoting rights |
Yes |
| If yes, detail |
The borrower shall have no obligation to arrange for voting rights to be exercised inaccordance with the instructions of the other party, unless otherwise agreed between theparties. |
| Scheduled returndate (if any) |
None |
| Does the borrowerhave the right toreturn early? |
Yes |
| If yes, detail |
Borrower has the right to terminate a loan and redeliver all and any equivalent securitiesdue and outstanding to the lender in accordance with lender's instructions and lender shallaccept such redelivery. |
| Does the lenderhave the right torecall early? |
Yes. |
| If yes, detail |
Lender has right to recall all or any equivalent securities at any time by giving notice onany business day of not less than the standard settlement time for such equivalentsecurities on the exchange or in the clearing organisation through which the relevantborrowed securities were originally delivered. The borrower must return the securities notlater than the expiry of such notice in accordance with the lender's instructions. |
| Will the securitiesbe returned onsettlement? |
Yes |
| If yes, detail anyexceptions |
No exceptions |
| Statement |
If requested by the company to whom the prescribed form must be given, or if requestedby ASIC, a copy of the agreement will be given to that company or ASIC. |
| Date: |
9-Mar-20 |
| Company's name: |
ST BARBARA LIMITED |
| ISIN: |
AU000000SBM8 |
| Date of change ofrelevant interests: |
5-Mar-20 |
| Schedule |
|
| Type of agreement |
Overseas Securities Lender's Agreement ("OSLA") |
| Parties toagreement |
JPMorgan Chase Bank, N.A. (acting as agent) ("lender") J.P. Morgan Securities plc("borrower") |
| Transfer dateSettlement Date5-Feb-20 |
|
| Holder of votingrights |
Borrower |
| Are there anyrestriction onvoting rights |
Yes |
| If yes, detail |
The borrower undertakes to use its best endeavors to arrange for the voting rights to beexercised in accordance with the instructions of the lender, provided that the lender usesits best endeavors to notify the borrower of its instructions in writing no later than 7business days prior to the date upon which such votes are exercisable or as otherwiseagreed between the parties. This undertaking is set out in clause 4(B)(vi) of the standardform OSLA. |
| Scheduled returndate (if any) |
None |
| Does the borrowerhave the right toreturn early? |
Yes |
| If yes, detail |
Borrower has right to return all and any equivalent securities early at any time inaccordance with the lender's instructions. |
| Does the lenderhave the right torecall early? |
Yes |
| If yes, detail |
Lender has right to recall all or any equivalent securities at any time by giving notice onany business day of not less than the standard settlement time for such equivalentsecurities on the exchange or in the clearing organisation through which the relevantborrowed securities were originally delivered (and where there is a difference between thesettlement time for sales and purchases on the relevant exchange or clearingorganisation, the standard settlement time shall be the shorter of the two times). Theborrower must return the securities not later than the expiry of such notice in accordancewith the lender's instructions. |
| Will the securitiesbe returned onsettlement? |
Yes |
| If yes, detail anyexceptions |
No exceptions |
| Statement |
If requested by the company to whom the prescribed form must be given, or if requestedby ASIC, a copy of the agreement will be given to that company or ASIC. |
| Date: |
9-Mar-20 |
| Company's name: |
ST BARBARA LIMITED |
| ISIN: |
AU000000SBM8 |
| Date of change ofrelevant interests: |
5-Mar-20 |
| Schedule |
|
| Type of agreement |
Master Overseas Securities Borrowing Agreement |
| Parties to |
J.P. Morgan Securities Plc ("borrower") and The Northern Trust Company as agent |
| agreement |
("lender") |
| Transfer date |
Settlement Date11-Feb-2019-Feb-2020-Feb-20 |
| Holder of votingrights |
Borrower |
| Are there anyrestriction onvoting rights |
Yes |
| If yes, detail |
The borrower undertakes to use its best endeavours to arrange for the voting rights to beexercised in accordance with the instructions of the lender, provided that the lender usesits best endeavours to notify the borrower of its instructions in writing no later than 7business days prior to the date upon which such votes are exercisable or as otherwiseagreed between the parties. This undertaking is in clause 4(B)(vi) of the agreement. |
| Scheduled returndate (if any) |
None |
| Does the borrowerhave the right toreturn early? |
Yes |
| If yes, detail |
Borrower has the right to terminate a loan and redeliver all and any equivalent securitiesdue and outstanding to the lender in accordance with lender's instructions and lender shallaccept such redelivery. |
| Does the lenderhave the right torecall early? |
Yes |
| If yes, detail |
Lender has right to recall all or any equivalent securities at any time by giving notice onany business day of not less than the standard settlement time for such equivalentsecurities on the exchange or in the clearing organisation through which the relevantborrowed securities were originally delivered. The borrower must return the securities notlater than the expiry of such notice in accordance with the lender's instructions. |
| Will the securitiesbe returned onsettlement? |
Yes |
| If yes, detail anyexceptions |
No exceptions |
| Statement |
If requested by the company to whom the prescribed form must be given, or if requestedby ASIC, a copy of the agreement will be given to that company or ASIC. |
| Date: |
9-Mar-20 |
| Company's name: |
ST BARBARA LIMITED |
| ISIN: |
AU000000SBM8 |
| Date of change of |
|
| relevant interests: |
5-Mar-20 |
| Schedule |
|
| Type of agreement |
Global Master Securities Lending Agreement ("GMSLA") |
| Parties to |
J.P. Morgan Securities plc ("borrower") and State St Bank and Trust Company as agent |
| agreement |
("lender") |
|
|
| Transfer date |
Settlement Date |
|
20-Feb-20 |
| Holder of voting |
21-Feb-20 |
| rights |
Borrower |
| Are there any |
|
| restriction on |
Yes |
| voting rights |
|
| If yes, detail |
The borrower shall have no obligation to arrange for voting rights to be exercised inaccordance with the instructions of the other party, unless otherwise agreed between the |
|
parties. |
| Scheduled return |
|
| date (if any) |
None |
| Does the borrower |
|
| have the right toreturn early? |
Yes |
|
Borrower has the right to terminate a loan and redeliver all and any equivalent securities |
| If yes, detail |
due and outstanding to the lender in accordance with lender's instructions and lender shall |
|
accept such redelivery. |
| Does the lender |
|
| have the right torecall early? |
Yes |
|
|
|
Lender has right to recall all or any equivalent securities at any time by giving notice on |
| If yes, detail |
any business day of not less than the standard settlement time for such equivalentsecurities on the exchange or in the clearing organisation through which the relevant |
|
borrowed securities were originally delivered. The borrower must return the securities not |
|
later than the expiry of such notice in accordance with the lender's instructions. |
| Will the securities |
|
| be returned on |
Yes |
| settlement? |
|
| If yes, detail any |
No exceptions |
| exceptions |
|
| Statement |
If requested by the company to whom the prescribed form must be given, or if requested |
|
by ASIC, a copy of the agreement will be given to that company or ASIC. |
| Date: |
9-Mar-20 |
| Company's name: |
ST BARBARA LIMITED |
| ISIN: |
AU000000SBM8 |
| Date of change ofrelevant interests: |
5-Mar-20 |
| Schedule |
|
| Type of agreement |
Overseas Securities Lender's Agreement (For Non-US Borrowers) ("OSLA") |
| Parties to |
The Bank of New York Mellon Corporation (formerly known as The Bank of New York) |
| agreement |
(acting as agent) ("lender"), J.P. Morgan Securities Plc ("borrower") |
| Transfer date |
Settlement Date3-Mar-20 |
| Holder of votingrights |
Borrower |
| Are there anyrestriction onvoting rights |
Yes |
| If yes, detail |
The borrower undertakes to use its best endeavours to arrange for the voting rights to beexercised in accordance with the instructions of the lender, provided that the lender usesits best endeavours to notify the borrower of its instructions in writing no later than 7business days prior to the date upon which such votes are exercisable or as otherwiseagreed between the parties. This undertaking is set out in clause 4(B)(ii) of the standardform OSLA. |
| Scheduled returndate (if any) |
None |
| Does the borrowerhave the right toreturn early? |
Yes |
| If yes, detail |
Borrower has right to return all and any equivalent securities early at any time inaccordance with the lender's instructions. |
| Does the lenderhave the right torecall early? |
Yes |
| If yes, detail |
Lender has right to recall all or any equivalent securities at any time by giving notice onany business day of not less than the standard settlement time for such equivalentsecurities on the exchange. The borrower must return the securities not later than theexpiry of such notice in accordance with the lender's instructions. |
| Will the securitiesbe returned onsettlement? |
Yes |
| If yes, detail anyexceptions |
No exceptions |
| Statement |
If requested by the company to whom the prescribed form must be given, or if requestedby ASIC, a copy of the agreement will be given to that company or ASIC. |