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SYNTARA LIMITED Major Shareholding Notification 2015

Mar 18, 2015

65830_rns_2015-03-18_5d390bbc-4f4c-4b71-9d1b-b052c106a85e.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~~ Pharmaxis Ltd ~~ACN/ARSN/~~ ABN 75 082 811 630 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 Annexure A (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 the substantial holder on 17 March 2015 The previous notice was given to the company on 21 June 2011 The previous notice was dated 21 June 2011

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) Person’s votes Voting power(5)
Ordinary shares 43,816,936 19.19% 56,302,797 18.06%

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 relevant
interest changed
Nature of
change (6)
Consideration
given in relation
to change (7)
Class and number of
securities affected
Person’s votes
affected
See Annexure A, Tables 2
and 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
securities
Person entitled to be
registered as holder (8)
Nature of relevant
interest (6)
Class and number
of securities
Person’s
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 Name Address
Orbis Group C/- Orbis Australia,Level 2 Challis House,4 Martin Place Sydney ,NSW 2000
Signature
print name
Eugene Tan
sign here
date 19 March 2015

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.

Pharmaxis Ltd ACN 082 811 630

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

Print name Eugene Tan CompanySecretary
Sign here Date 19 March 2015

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 Holdings Limited Orbis Mansfield Street Properties Ltd

Orbis Holdings Limited Orbis Mansfield Street Properties Ltd Orbis World 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 registered holder
1.
Allan Gray Australia Equity Fund AGA SMEF Citibank N.A., Sydney Branch as SMEF’s
custodian
Equity Trustees Limited as SMEF’s
responsible entity
2.
Allan Gray Australia Opportunity
Fund
AGA SMSF Citibank N.A., Sydney Branch as SMSF’s
custodian
Equity Trustees Limited as SMSF’s
responsible entity
3.
Warakirri Australian Equities
Pensions and Charities Fund
AGA SMWA ANZ Nominees Ltd as SMWA’s custodian Warakirri Asset Management Pty Ltd
SMWA’s trustee
4.
Ibbotson Australian Shares High
Alpha Trust
AGA SMIA JP Morgan Nominees Australia Ltd as SMIA’s
custodian
Ibbotson Associates Australia Ltd SMIA’s
trustee
5.
Construction and Building Unions
Superannuation Fund
AGA SMCB NAB Custodial Services as SMCB’s custodian United Super Pty Ltd as SMCB’s trustee
6.
HESTA Superannuation Fund AGA SMHT JP Morgan Nominees Australia Ltd as SMIA’s
custodian
H.E.S.T. Australia Ltd as SMHT’s trustee
7.
Hostplus Pooled Superannuation
Trust
AGA SMHP Citibank N.A., Sydney Branch as SMHP’s
custodian
Host Plus Pty ltd as SMHP’s trustee
8.
Russell Australian Opportunities
Fund
AGA SMRI State Street Australia Ltd as SMRI’s custodian Russell Investment Management Ltd as
SMRI’s responsible entity
9.
Catholic Superannuation Fund AGA SMCS NAB Custodial Services as custodian for SMCS CSF Pty Ltd as SMCS’s trustee
10.
Qantas Superannuation Plan AGA SMQS JP Morgan Nominees Australia Ltd as SMQS’s
custodian
Qantas Superannuation Ltd as SMQS’s
trustee
11.
Maritime Super AGA SMMS NAB Custodial Services as custodian for
SMMS
Maritime Super Pty Ltd as SMMS’s trustee
12.
Non-Government Schools
Superannuation Fund
AGA SMNG State Street Australia Ltd as SMNG’s custodian Non-Government Schools Superannuation
Fund Pty Ltd as SMNG’s trustee
13.
REST Superannuation Fund AGA SMRT State Street Australia Ltd as SMRT’s custodian Retail Employees Superannuation Pty Ltd as
SMRT’s trustee
14.
Government Employees
Superannuation Board
AGA SMGB NAB Custodial Services as SMGB’s custodian Government Employees Superannuation
Board
15.
Orbis Global Equity Fund (Australia
Registered)
OIML GAPL Citibank N.A., Hong Kong Branch, as GAPL’s
custodian
Equity Trustees Limited as GAPL’s
responsible entity
16.
Orbis Global Equity Fund Limited OIML OGEF Citigroup Fund Services Canada, Inc (Citi
Canada) as OGEF’s custodian
OGEF
17.
Orbis Optimal SA Fund Limited OIML OSAP Citi Canada as OSAP’s custodian OSAP
18.
Institutional Global Equity Fund OIML IGEF Citi Canada as IGEF’s custodian IGEF
19.
Orbis Optimal LP OAML OOLP Citi Canada as OOLP’s custodian OOLP
20.
Orbis International Equity LP OAML IELP Citi Canada as IELP’s custodian IELP
21.
Orbis SICAV – Global Equity Fund OIML SGPL Citibank International plc (Luxembourg Branch)
(Citi Lux)as SGPL’s custodian
SGPL
No Fund name Manager Code Registered holder Persons entitled to be registered holder
22.
Orbis SICAV – Asia- Ex Japan Fund OIMLBVI XJPL Citi Lux as XJPL’s custodian XJPL
23.
Orbis SICAV – Global Balanced
Fund
OIML GBSA Citi Lux as GBSA’s custodian GBSA
24.
Orbis SICAV – International Equity OIML SNPL Citi Lux as SNPL’s custodian SNPL
25.
Orbis OEIC Global EquityFund OIML UKGE Citi Lux as UKGE’s custodian UKGE

Table 3 – Change in relevant interest

Trade Date Reference Code Action No of security Consideration
18 Nov 11 to 07 Nov 14 GAPL Buy 1,318,732 $ 440,989
03 Oct 14 to 28 Nov 14 IGEF Buy and Sell 6,047,827 $ 312,390
18 Nov 11 to 28 Nov 14 OGEF Buy and Sell -1,339,506 $ 5,575,027
18 Nov 11 to 17 Mar 15 OSAP Buy and Sell 104,988 $ 336,648
18 Nov 11 to 13 Dec 11 SGPL Buy 1,397,522 $ 1,467,398
20 Jun 11 to 13 Dec 11 SMCB Buy 1,294,607 $ 1,357,263
18 Nov 11 to 13 Dec 11 SMCS Buy 458,681 $ 481,615
20 Jun 11 to 26 Jul 12 SMEF Buy and Sell 2,182,992 $ 2,454,515
20 Jun 11 to 13 Dec 11 SMHP Buy 758,862 $ 795,547
20 Jun 11 to 13 Dec 11 SMHT Buy 1,043,757 $ 1,094,278
20 Jun 11 to 17 Mar 15 SMIA Buy and Sell -163,121 $ 173,584
20 Jun 11 to 13 Dec 11 SMMS Buy 487,118 $ 510,589
20 Jun 11 to 17 Mar 15 SMNG Buy and Sell 264,008 $ 820,379
20 Jun 11 to 06 Mar 15 SMQS Buy and Sell* -1,378,600 $ 359,262
20 Jun 11 to 17 Mar 15 SMRI Buy and Sell -108,704 $ 206,783
18 Nov 11 to 28 Oct 14 SMWA Buy and Sell 140,380 $ 109,743
18 Nov 11 to 29 Oct 14 SMWK Buy and Sell -23,682 $ 7,030
Total 12,485,861 $ 16,503,040

All trades on market unless otherwise indicated

*Includes on market transactions and ceasing of association

Table 4 – Present relevant interest

Reference Code Total no of securities
GAPL 2,424,439
IGEF 6,047,827
OGEF 15,413,465
OSAP 1,163,819
SGPL 5,538,501
SMCB 4,861,503
SMCS 1,817,793
smef 7,199,801
SMHP 2,841,907
SMHT 3,917,136
SMIA 606,870
SMMS 1,813,992
SMNG 2,048,737
SMRI 446,241
SMWA 160,766
Total 56,302,797