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SYNTARA LIMITED Major Shareholding Notification 2017

Mar 30, 2017

65830_rns_2017-03-30_41d5c27b-7502-4ccd-9a27-3187407ffdf1.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 AnnexureA (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 thesubstantial holder on 29 March 2017
The previous notice was given to the company on 27 September 2016
The previous notice was dated 27 September 2016

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 53,999,216 17.02% 46,953,709 14.71%

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 relevantinterest changed Nature ofchange (6) Considerationgiven in relationto change (7) Class and number ofsecurities affected Person's votesaffected
See Annexure A, Tables 2and 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 Person entitled to be Nature of relevant Class and number Person's
securities registered as holder (8) interest (6) of securities 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 Address
Orbis Group C/- Orbis Australia, Level 2 Challis House, 4 Martin Place Sydney , NSW 2000

Signature

print name Eugene Tan Company Secretary
sign here date 31 March 2017

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 Company Secretary
Sign here Date 31 March 2017

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 Allan Gray Limited Orbis Mansfield Street Properties Ltd Orbis Holdings 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 registeredholder
1. Allan Gray Australia Equity Fund AGA SMEF Citibank N.A., Sydney Branch asSMEF's custodian Equity Trustees Limited as SMEF'sresponsible entity
2. Allan Gray Australia BalancedFund AGA SMBF Citibank N.A., Hong Kong Branch asSMBF's custodian Equity Trustees Limited as SMBF'sresponsible entity
3. Allan Gray Australia OpportunityFund AGA SMSF Citibank N.A., Sydney Branch asSMSF's custodian Equity Trustees Limited as SMSF'sresponsible entity
4. Warakirri Australian EquitiesPensions and Charities Fund AGA SMWA ANZ Nominees Ltd as SMWA'scustodian Warakirri Asset Management Pty LtdSMWA's trustee
5. Morningstar Australian SharesHigh Alpha Fund AGA SMIA JP Morgan Nominees Australia Ltd asSMIA's custodian Morningstar Investment ManagementAustralia Limited SMIA's trustee
6. Construction and Building UnionsSuperannuation Fund AGA SMCB NAB Custodial Services as SMCB'scustodian United Super Pty Ltd as SMCB's trustee
7. HESTA Superannuation Fund AGA SMHT JP Morgan Nominees Australia Ltd asSMHT's custodian H.E.S.T. Australia Ltd as SMHT's trustee
8. Hostplus Pooled SuperannuationTrust AGA SMHP Citibank N.A., Sydney Branch asSMHP's custodian Host Plus Pty ltd as SMHP's trustee
9. Russell Australian OpportunitiesFund AGA SMRI State Street Australia Ltd asSMRI'scustodian Russell Investment Management Ltd asSMRI's responsible entity
10. MyLifeMyMoney SuperannuationFund AGA SMCS NAB Custodial Services as custodianfor SMCS CSF Pty Ltd as SMCS's trustee
11. Maritime Super AGA SMMS NAB Custodial Services as custodianfor SMMS Maritime Super Pty Ltd as SMMS'strustee
12. Non-Government SchoolsSuperannuation Fund AGA SMNG State Street Australia Ltd as SMNG'scustodian Non-Government SchoolsSuperannuation Fund Pty Ltd asSMNG's trustee
13. REST Superannuation Fund AGA SMRT State Street Australia Ltd as SMRT'scustodian Retail Employees Superannuation PtyLtd as SMRT's trustee
14. Government EmployeesSuperannuation Board AGA SMGB Northern Trust Corporation as SMGB'scustodian Government Employees SuperannuationBoard
15. Orbis Global Equity Fund(Australia Registered) OIML GAPL Citibank N.A., Hong Kong Branch, asGAPL's custodian Equity Trustees Limited as GAPL'sresponsible entity
16. Orbis Emerging Markets EquityFund (Australia Registered) OIML EMAF Citibank N.A., Hong Kong Branch, asEMAF's custodian Equity Trustees Limited as EMAF'sresponsible entity
No Fund name Manager Code Registered holder Persons entitled to be registered
holder
17. Orbis Global Equity LE Fund AGA GALE Citibank N.A., Hong Kong Branch, as Equity Trustees Limited as GALE's
(Australia Registered) GALE's custodian responsible entity
18. Orbis Global Equity Fund Limited OIML OGEF Citigroup Fund Services Canada, Inc OGEF
(Citi Canada) as OGEF's custodian
19. Orbis Optimal SA Fund Limited OIML OSAP Citi Canada as OSAP's custodian OSAP
20. Institutional Global Equity Fund OIML IGEF Citi Canada as IGEF's custodian IGEF
21. Orbis Optimal LP OIML OOLP Citi Canada as OOLP's custodian OOLP
22. Orbis International Equity LP OIML IELP Citi Canada as IELP's custodian IELP
23. Orbis Institutional Global Equity OIML OGLP Citi Canada as OGLP's custodian OGLP
LP
24. Orbis Institutional International OIML ONLP Citi Canada as ONLP's custodian ONLP
Equity LP
25. Orbis Institutional U.S. Equity LP OIML USLP Citi Canada as USLP's custodian USLP
26. Orbis Institutional Emerging OIML EMLP Citi Canada as EMLP's custodian EMLP
Markets Equity LP
27. Orbis SICAV – Global Equity OIML SGPL Citibank International plc (Luxembourg SGPL
Fund Branch) (Citi Lux) as SGPL's
custodian
28. Orbis SICAV – Emerging Markets OIML XJPL Citi Lux as XJPL's custodian XJPL
Fund
29. Orbis SICAV – Global Balanced OIML GBSA Citi Lux as GBSA's custodian GBSA
Fund
30. Orbis SICAV – International OIML SNPL Citi Lux as SNPL's custodian SNPL
Equity
31. Orbis OEIC Global Equity Fund OIML UKGE Citi Lux as UKGE's custodian UKGE
32. Orbis Institutional Global Equity OIML OGEO Citi Canada as OGEO's custodian OGEO
(OFO)

Table 3 – Change in relevant interest

Trade Date Reference Code Action No of security Consideration
02 Dec 16 to 29 Mar 17 GALE Buy and Sell 0 -$ 9,271
02 Dec 16 to 29 Mar 17 GAPL Sell -1,821,005 -$ 483,995
21 Oct 16 to 29 Mar 17 IGEF Sell -1,491,056 -$ 404,011
06 Jan 17 to 29 Mar 17 OGEF Sell -3,386,198 -$ 960,373
06 Jan 17 OGEO Buy 2,335,976 $ 677,433
21 Oct 16 to 29 Mar 17 OGLP Buy and Sell -578,155 -$ 153,056
22 Feb 17 to 29 Mar 17 SGPL Sell -1,079,302 -$ 291,527
28 Sep 16 to 05 Oct 16 SMNG Sell -1,025,767 -$ 278,698
Total -7,045,507 -$ 1,903,499

All trades on market unless otherwise indicated

Table 4 – Present relevant interest

Reference Code Total no of securities
GAPL 603,434
IGEF 4,398,923
OGEF 11,879,298
OGEO 2,335,976
OGLP 2,570,484
OOLP 147,969
OSAP 1,163,819
SGPL 1,468,408
SMCB 4,861,503
SMCS 1,817,793
SMEF 7,199,801
SMHP 2,841,907
SMHT 2,811,132
SMIA 526,716
SMMS 1,813,992
SMRI 389,568
SMWA 122,986
Total 46,953,709