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TELSTRA GROUP LIMITED Major Shareholding Notification 2005
65927_rns_2005-03-06_c21afc1f-d1cc-4397-aa48-46763069359e.pdf
Major Shareholding Notification
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7 March 2005
The Manager
Company Announcements Office Australian Stock Exchange
4th Floor, 20 Bridge Street SYDNEY NSW 2000
Office of the Company Secretary
Level 41 242 Exhibition Street MELBOURNE VIC 3000 AUSTRALIA
Telephone 03 9634 6400 Facsimile 03 9632 3215
ELECTRONIC LODGEMENT
Dear Sir or Madam
Notice of Initial Substantial Holder
In accordance with section 671B of the Corporations Act, Telstra attaches a Notice of Initial Substantial Holder in relation to Hutchison Telecommunications (Australia) Limited.
Yours sincerely
Pont book
Douglas Gration Company Secretary
Telstra Corporation Limited ACN 051 775 556 ABN 33 051 775 556
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
| Telstra Corporation Limited and each person set out in Annexure A ("Telstra Group"). |
|---|
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 of securities (4) | Number of securities | Person's votes (5) | Voting power (6) |
|---|---|---|---|
| Ordinary Shares | 477,312,105 or higher in the circumstances described in paragraph (b) of Annexure C |
477,312,105 or higher in the circumstances described in paragraph (b) of Annexure C |
70.34% or higher in the circumstances described in paragraph (b) of Annexure C |
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 |
|---|---|---|
| Telstra Corporation Limited | Ability to restrict the disposal of shares as described in Annexure B pursuant to the 3GIS Partnership and Operating Agreement dated 6 December 2004 between Hutchison 3G Australia Pty Limited, Teistra OnAir Holdings Pty Limited, 3GIS Pty Limited. Hutchison Whampoa Limited and Telstra Corporation Limited |
477,312,105 ordinary shares or higher in the circumstances described in paragraph (b) of Annexure C |
| Telstra OnAir Holdings Pty Limited | Ability to restrict the disposal of shares as described in Annexure B pursuant to the 3GIS Partnership and Operating Agreement dated 6 December 2004 between Hutchison 3G Australia Pty Limited, Teistra- OnAir Holdings Pty Limited, 3GIS Pty Limited. Hutchison Whampoa Limited and Telstra Corporation Limited |
477,312,105 ordinary shares or higher in the circumstances described in paragraph (b) of Annexure C |
| Telstra Group (excluding Telstra Corporation Limited and Telstra OnAir Holdings Limited) |
Each member of the Telstra Group has acquired a relevant interest in the securities in which Telstral Corporation Limited has a relevant interest, pursuant to the operation of sections 12(2)(a) and 608(3) of the Corporations Act, as a consequence of being associates of Telstra Corporation Limited. |
477,312,105 ordinary shares or higher in the circumstances described in paragraph (b) of Annexure C |
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 interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Class and number of securities |
|---|---|---|---|
| Telstra Group | Hutchison Communications (Australia) Ptv Limited |
Hutchison Communications (Australia) Ptv Limited |
392.353.358 |
| Telstra Group | Leanrose Ptv Limited | Leanrose Ptv Limited | 84.958.747 |
Form 603
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 relevant interest | Date of acquisition | Consideration (9) | Class and number of securities |
|
|---|---|---|---|---|
| Telstra Corporation Limited | 6/12/04 | Cash: Nil |
Non-Cash: Entry into, and performance of, the 3GIS Infrastructure Sharing Partnership Agreement described in Annexure D |
477,312,105 ordinary shares or higher in the circumstances described in paragraph (b) of Annexure C |
| Telstra OnAir Holdings Pty Limited |
6/12/04 | Cash: Nil |
Non-Cash: Entry into, and performance of, the 3GIS Infrastructure Sharing Partnership Agreement described in Annexure D |
477,312,105 ordinary shares or higher in the circumstances described in paragraph (b) of Annexure C |
| l'elstra Group (excluding Telstra OnAir Holdings Limited) |
6/12/04 | Cash: Nil |
Non-Cash Nil |
N/A |
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 |
|---|---|
| Telstra Group (excluding Telstra Corporation Limited and Telstra OnAir Holdings Limited) |
Each member of the Telstra Group (other than Telstra Corporation Limited and Telstra OnAir Holdings Limited) has a relevant interest under sections 12(2)(a) and 608(3) of the Corporations Act as associates of Telstra Corporation Limited. |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Telstra Corporation Limited | Level 41, 242 Exhibition Street, Melbourne, Victoria, 3000 |
| Telstra OnAir Holdings Limited | Level 41, 242 Exhibition Street, Melbourne, Victoria, 3000 |
| Telstra Group (excluding Telstra Corporation Limited and Telstra OnAir Holdings Limited) |
c/- Level 41, 242 Exhibition Street, Melbourne, Victoria, 3000 |
Signature
| print name | Douglas Gration | |
|---|---|---|
| sign here | Grah |
date 07 / 03 / 2005
capacity Company Secretary
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 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.
- 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 $(5)$ interest in.
- $(6)$ The person'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 document $(a)$ 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 refevant interest arises because of an option) write "unknown".
- $(9)$ 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.
ANNEXURE A Substantial Shareholders
| Company Name | Country of Incorporation |
Immediate $\frac{1}{2}$ |
Ultimate $\%$ |
|---|---|---|---|
| Parent Entity Telstra Corporation Limited |
Australia | ||
| Controlled Entities | Australia | 100.00% | 100.00% |
| On Australia Pty Limited | Australia | 100.00% | 100.00% |
| Chief Entertainment Pty Ltd | Australia | 100.00% | 100.00% |
| ESA Holdings Pty Ltd | Australia | 100.00% | 100.00% |
| -Telstra Business Systems Pty Ltd | Australia | 100.00% | 100.00% |
| Telstra Corporation Services Pty Limited | Australia | 100.00% | 100.00% |
| Telstra ESOP Trustee Pty Limited | Australia | 100.00% | 100.00% |
| Telstra Finance Limited | Australia | ||
| 100.00% | 100.00% | ||
| Telstra Growthshare Pty Ltd | Australia | 100.00% | 100.00% |
| Telstra International Limited | Australia | 100.00% | 100.00% |
| Telstra Media Pty Limited | Australia | 100.00% | 100.00% |
| Telstra Multimedia Pty Limited | Australia | 100.00% | 100.00% |
| Telstra Rewards Pty Ltd | Australia | 100.00% | 100.00% |
| Transport Communications Australia Pty Ltd | Australia | 100.00% | 100.00% |
| Telstra New Wave Pty Ltd | Australia | 100.00% | 100.00% |
| Hypertokens Pty Ltd | Australia | 100.00% | $100.00\%$ |
| Data & Text Mining Technologies Pty Ltd | Australia | 100.00% | 100.00% |
| Lyrebird Technologies Pty Ltd | Australia | 100.00% | 100.00% |
| Hypermax Holdings Pty Ltd | Australia | 100.00% | 100.00% |
| Network Design and Construction Limited | Australia | 100.00% | 100.00% |
| - NDC Global Holdings Pty Limited | Australia | 100.00% | 100.00% |
| NDC Telecommunications India Private Limited | India | 100.00% | 100.00% |
| PT NDC Indonesia | Indonesia | 95.00% | 95.00% |
| NDC Global Philippines, Inc | Philippines | 100.00% | 100.00% |
| NDC Global Holdings (Thailand) Limited | Thailand | 98.00% | 98.00% |
| - NDC Global Services (Thailand) Limited | Thailand | 51.00% | 51.00% |
| NDC Global Services Malaysia Sdn. Bhd | Malaysia | 100.00% | 100.00% |
| - NDC Global Services Pty Limited | Australia | 100.00% | 100.00% |
| Sensis Pty Limited | Australia | 100.00% | 100.00% |
| - Trader.com (Australia) Holdings Pty Ltd | Australia | 100.00% | 100.00% |
| Trading Post Group Pty Ltd | Australia | 66.99% | 66.99% |
| - Collectormania Australia Pty Ltd | Australia | 100.00% | 100.00% |
| - The Personal Trading Post Pty Limited | Australia | 100.00% | 100.00% |
| - Just Listed Pty Limited | Australia | 100.00% | 100.00% |
| - Ad Mag SA & NSW Pty Ltd | Australia | 100.00% | 100.00% |
| Company Name | Country of Incorporation |
Immediate $\%$ |
Ultimate $\frac{0}{4}$ |
|---|---|---|---|
| Ad Mag AGI Pty Limited | Australia | 100.00% | 100.00% |
| - Trader.com Australia Warranties Pty Limited | Australia | 100.00% | 100.00% |
| Warranty Direct (Australia) Pty Ltd | Australia | 100.00% | 100.00% |
| - The Melbourne Trading Post Pty Ltd | Australia | 100.00% | 100.00% |
| The National Trading Post Pty Ltd | Australia | 100.00% | 100.00% |
| Australian Retirement Publications Pty Ltd |
Australia | 100.00% | 100.00% |
| - Auto Trader Australia Pty Ltd | Australia | 100.00% | 100.00% |
| WA Auto Trading Pty Ltd | Australia | 100.00% | 100.00% |
| Sydney Buy & Sell Pty Ltd | Australia | 100.00% | 100.00% |
| Sydney Auto Trader Pty Ltd | Australia | 100.00% | 100.00% |
| - Trader.com (Australia) Pty Limited | Australia | 100.00% | 100.00% |
| Trading Post Australia Pty Limited | Australia | 100.00% | 100.00% |
| Appraised Staff Agency Pty Ltd | Australia | 100.00% | 100.00% |
| Tradernet Pty Limited | Australia | 100.00% | 100.00% |
| Trading Post Classifieds Pty Limited | Australia | 100.00% | 100.00% |
| Trading Post On Line Pty Limited | Australia | 100.00% | 100.00% |
| Research Resources Pty Ltd | Australia | 100.00% | 100.00% |
| Queensland Trading Post Pty Ltd | Australia | 100.00% | 100.00% |
| Trading Post Marketing (QLD) Pty Ltd |
Australia | 100.00% | 100.00% |
| Trading Post on the Net Pty Ltd | Australia | 100.00% | 100.00% |
| - Trading Post Group Pty Limited | Australia | 33.01% | 33.01% |
| - CitySearch Australia Pty Ltd | Australia | 100.00% | 100.00% |
| CitySearch Canberra Pty Ltd | Australia | 100.00% | 100.00% |
| - Sensis Holdings Pty Ltd | Australia | 100.00% | 100.00% |
| Invizage Pty Ltd | Australia | 75.00% | 75.00% |
| -Universal Publishers Pty Ltd | Australia | 100.00% | 100.00% |
| Telstra Services Solutions Holdings Limited | Australia | 100.00% | 100.00% |
| - KAZ Group Limited | Australia | 100.00% | 100.00% |
| KAZ Computer Services (HK) Ltd | Hong Kong | 100.00% | 100.00% |
| KAZ Computer Services (SEA) Ltd | Singapore | $100.00\%$ | 100.00% |
| KAZ Business Services Pty Ltd | Australia | 100.00% | 100.00% |
| Atune Financial Solutions Pty Ltd | Australia | 100.00% | 100.00% |
| Fundi Software Pty Ltd | Australia | 100.00% | 100.00% |
| KAZ Software Solutions Pty Ltd | Australia | 100.00% | 100.00% |
| KAZ Technology Services Pty Ltd | Australia | 100.00% | 100.00% |
| KAZ Technology Services Pty Ltd | Australia | 100.00% | 100.00% |
| IOCORE Asia Pacific Pty Ltd | Australia | 100.00% | 100.00% |
| Techsouth Pty Ltd | Australia | 100.00% | 100.00% |
| Australian Administration Services Pty Ltd | Australia | 100.00% | 100.00% |
| Company Name | Country of Incorporation |
Immediate $\%$ |
Ultimate $\frac{0}{2}$ |
|---|---|---|---|
| AAS Superannuation Services Pty Ltd | Australia | 100.00% | 100.00% |
| KAZ Business Services Australia Pty Ltd | Australia | 100.00% | 100.00% |
| - Telstra CB.Com Limited | Australia | 100.00% | 100.00% |
| - Telstra CB.fs Limited | Australia | 100.00% | 100.00% |
| Telstra eBusiness Services Pty Limited | Australia | 100.00% | 100.00% |
| Australasian Insurance Systems Pty Ltd | Australia | 100.00% | 100.00% |
| DBA Ltd | Australia | 100.00% | 100.00% |
| Brokerlink Pty Ltd | Australia | 81.33% | 81.33% |
| DBA Computer Systems Pty Ltd | Australia | 100.00% | 100.00% |
| Unilink Group Pty Ltd | Australia | 100.00% | 100.00% |
| TRC Computer Systems Pty Ltd | Australia | 100.00% | 100.00% |
| - Telstra CB.net Limited | Australia | 100.00% | 100.00% |
| Telstra Communications Limited | Australia | 100.00% | 100.00% |
| - Telecom Australia (Saudi) Company Limited | Saudi Arabia | 50.00% | 50.000% |
| Telstra Holdings Pty Ltd | Australia | 100.00% | 100.00% |
| - Beijing Australia Telecommunications Technical Consulting Services Company Limited |
China, People's Republic of: |
100.00% | 100.00% |
| - Telstra Global Limited | United Kingdom | 100.00% | 100.00% |
| PT Telstra Nusantara | Indonesia | 100.00% | 100.00% |
| Telstra Europe Limited | United Kingdom | 100.00% | 100.00% |
| PSI Net UK Ltd | United Kingdom | 100.00% | 100.00% |
| Cable Telecom (GB) Limited | United Kingdom | 100.00% | 100.00% |
| Cable Telecom (Europe) Limited | United Kingdom | 100.00% | 100.00% |
| Cable Telecommunications Limited | United Kingdom | 100.00% | 100.00% |
| - Telstra Holdings (Bermuda) No 1 Limited | Bermuda | 100.00% | 100.00% |
| - Telstra Holdings (Bermuda) No 2 Limited | Bermuda | 100.00% | 100.00% |
| Telstra CSL Limited | Bermuda | 100.00% | 100.00% |
| Bestelass Holdings Ltd | Virgin Islands (British) |
100.00% | 100.00% |
| Hong Kong CSL Limited | Hong Kong | 100.00% | 100.00% |
| CSL Limited | Hong Kong | 100.00% | 100.00% |
| Integrated Business Systems Limited | Hong Kong | 100.00% | 100.00% |
| One2Free Personalcom Limited | Hong Kong | 100.00% | 100.00% |
| - Telstra IDC Holdings Limited | Bermuda | 100.00% | 100.00% |
| - Telstra Inc | United States | 100.00% | 100.00% |
| - Telstra India (Private) Limited | India | 100.00% | 100.00% |
| - Telstra International HK Limited | Hong Kong | 100.00% | 100.00% |
| Damovo Hong Kong Limited | Hong Kong | 100.00% | 100.00% |
| - Telstra Japan Retail KK | Japan | 100.00% | 100.00% |
| - Telstra Singapore Pte Ltd | Singapore | 100.00% | 100.00% |
| Company Name | Country of Incorporation |
Immediate ℅ |
Ultimate $\frac{a}{c}$ |
|---|---|---|---|
| - Telstra Limited | New Zealand | 100.00% | 100.00% |
| - Telstra New Zealand Holdings Limited | New Zealand | 100.00% | 100.00% |
| TelstraClear Limited | New Zealand | $100.00\%$ | 100.00% |
| Saturn Communications Limited | New Zealand | 100.00% | 100.00% |
| TelstraSaturn Holdings Limited | New Zealand | 100.00% | 100.00% |
| Sytec Resources Limited | New Zealand | 100.00% | 100.00% |
| Sytec Resources (Australia) Limited | Australia | 100.00% | 100.00% |
| DMZ Global Limited | New Zealand | 100.00% | 100.00% |
| DMZ Global (Australia) Limited | Australia | 100.00% | 100.00% |
| CLEAR Communications Limited | New Zealand | 100.00% | 100.00% |
| Telstra Media Holdings Pty Limited | Australia | 100.00% | 100.00% |
| - Telstra Enterprise Services Pty Limited | Australia | 100.00% | 100.00% |
| - Telstra Pay TV Pty Limited | Australia | 100.00% | 100.00% |
| Telstra OnAir Holdings Pty Ltd | Australia | 100.00% | 100.00% |
| -Telstra OnAir Infrastructure Holdings Pty Ltd | Australia | 100.00% | 100.00% |
| Telstra 3G Spectrum Holdings Pty Ltd | Australia | 100.00% | 100.00% |
This is annexure A of four pages referred to in form 603 Notice of Initial Substantial Shareholder
Name: Douglas Gration Capacity: Company Secretary, Telstra Corporation Limited
Signature:
Port to brake
Date: 07/03/2005
ANNEXURE B
Nature of Telstra's Relevant Interest
On 6 December 2004 Hutchison 3G Australia Pty Limited, Telstra OnAir Holdings Pty Limited, 3GIS Pty Limited, Hutchison Whampoa Limited (HWL) and Telstra Corporation Limited (Telstra) entered into the 3GIS Partnership and Operating Agreement in relation to sharing 3G telecommunications infrastructure (Partnership Agreement). The details of the Partnership Agreement were disclosed to shareholders in the Explanatory Memorandum for the Extraordinary General Meeting held on 27 October 2004 and are also set out at Annexure D. Under the terms of the Partnership Agreement HWL gave an undertaking to the following effect:
HWL must ensure that there is no Change of Control of the Hutchison Telecommunications Australia Limited (HTAL) in favour of Singapore Telecommunications Limited (SingTel) or Vodafone Group plc (Vodafone), and any entity which either of them are in a position to control, until the earlier of:
- $(a)$ 30 June 2007;
- $(b)$ the time when SingTel or Vodafone (as the case may be) has access through ownership, sharing or other contractual arrangement to 3G network sharing infrastructure using 3G technology which is in operation and covering at least 50% of the population of each of Sydney, Melbourne, Adelaide, Perth and Brisbane metropolitan areas, and any such sharing or contractual arrangement (if applicable) has a remaining term of at least 3 vears from the time that level is reached; or
- $(c)$ any earlier date notified by Telstra to HWL.
For this purpose, Change of Control is defined to mean any person obtaining beneficial ownership in 25% or more of the voting securities of HTAL and which beneficial ownership is greater than the beneficial ownership in the voting securities of HTAL which are held by HWL and its related bodies corporate. However, Change of Control does not include an acquisition by a person of beneficial ownership of 3% or less of the voting securities of HTAL which are acquired over a six month period.
The granting of this relevant interest was approved by the shareholders HTAL for the purpose of section 611 Item 7 of the Corporations Act, and for all other purposes, on 27 October 2004.
This is annexure B of one page referred to in form 603 Notice of Initial Substantial Shareholder
Name: Douglas Gration, Capacity: Company Secretary, Telstra Corporation Limited
Signature:
North brake
Date: 07/03/2005
ANNEXURE C
Number of Securities, Person's Votes and Voting Power
- In 2003 Hutchison Communications (Australia) Pty Limited (HCAPL) entered into a Term $(a)$ Loan Facility with Leanrose Pty Limited (Leanrose), a shareholder Hutchison Telecommunications (Australia) Limited (HTAL), under which HCAPL agreed to refinance an existing loan of Leanrose and to secure the Term Loan Facility by taking a mortgage over Leanrose's shares in HTAL, being 84,958,747 shares (Leanrose Shares). Under the Corporations Act this gives rise to HCAPL, and therefore Hutchison Whampoa Limited (HWL), having a relevant interest in the Leanrose Shares. The details of voting power at Item 2 of the Form 603 and the details of relevant interest at Item 3 of the Form 603 include the Leanrose Shares.
- HWL indirectly holds 906,206,358 convertible notes (being 99.65% of all convertible $(b)$ notes issued by HTAL). If all of the convertible notes currently on issue are converted to shares in HTAL this would have the effect of increasing HWL's relevant interests, and therefore Telstra Corporation Limited's and Telstra OnAir Holding Limited's relevant interest, in the voting securities of the Company to 81.12% (being 1,383,518,463 shares). This includes the Leanrose Shares and assumes that the other holders of the convertible notes all convert their notes to shares at the same time.
This is annexure C of one page referred to in form 603 Notice of Initial Substantial Shareholder
Name: Douglas Gration. Capacity: Company Secretary, Telstra Corporation Limited
Signature:
North bruk ...
Date: 07/03/2005
ANNEXURE D
Details of 3GIS Partnership and Operating Agreement
The details of the 3GIS Partnership and Operating Agreement were disclosed to shareholders in the Explanatory Memorandum for the Extraordinary General Meeting of 27 October 2007. Those details are also set out below:
On 6 December 2004. Hutchison 3G Australia Pty Limited (H3GA). Telstra OnAir Holdings Pty Limited (Telstra OnAir), 3GIS Pty Limited (3GIS), Hutchison Whampoa Limited (HWL) and Telstra Corporation Limited (Telstra) entered into an agreement for joint ownership and operation of 3G Infrastructure and to establish the 3GIS Partnership as an unincorporated partnership (Partnership Agreement).
H3GA and Telstra OnAir each hold a 50% beneficial interest in H3GA's existing 3G Infrastructure which is to be used exclusivity for the purpose of the partnership. The partnership is exclusively managed by 3GIS which is a jointly owned company and which will acquire all future 3G Infrastructure on behalf of the partnership. The partnership will provide the network services to H3GA and Telstra that each needs to support the 3G Mobile Services it provides to customers or, in the case of Telstra, proposes to provide.
H3GA and Telstra OnAir have equal governance rights in relation to the partnership and 3GIS. In addition to the restriction on Change of Control described in Annexure B, the Partnership Agreement provides that in the event that there is a Change of Control of HTAL or H3GA at any time, in favour of any person, Telstra will be given and will thereafter retain a deciding vote on certain matters relating to the governance of the partnership and 3GIS. The deciding vote may not, however, be used to amend any of the agreements establishing the joint venture arrangements to which 3GIS is a party (including the agreement under which 3GIS must provide network services to H3GA) or to require 3GIS to act in a manner inconsistent with any of those agreements. Similar arrangements apply in favour of H3GA if there is a Change of Control of Telstra OnAir.
Dispute Resolution mechanisms are in place to resolve disagreements between the partners and the shareholders in 3GIS.
In return for the 50% ownership of the 3G Infrastructure, Telstra OnAir will pay H3GA \$450 million under a fixed payment schedule, in four instalments. The first instalment was made on 6 December 2004. Telstra OnAir will have access to the partnership's infrastructure for commercial purposes from 1 July 2005.
The shared business of H3GA and Telstra OnAir is at the 3G infrastructure level only. Under the arrangement, 3GIS has entered into network supply contracts with each of H3GA and Telstra OnAir and each of H3GA and Telstra will provide 3G mobile services to customers independently of and in competition with the other.
This is annexure D of two pages referred to in form 603 Notice of Initial Substantial Shareholder
Name: Douglas Gration Capacity: Company Secretary, Telstra Corporation Limited
Signature:
North brake
Date: 07/03/2005
H3GA and Telstra will, in general, share equally all operating expenditure and all capital expenditure associated with the 3G infrastructure from 1 January 2005.
The structure of the network sharing arrangement means that H3GA no longer has exclusive control of its 3G infrastructure and will need to agree with Telstra OnAir on the activities and operations of the partnership and the 3G infrastructure on which it relies in the provision of its 3G mobile services. If there is a Change in Control (as described in Annexure B), this joint decision making arrangement will change as noted above.
In certain circumstances, the network sharing arrangement also provides that Telstra will have the right to purchase H3GA's interest in the 3G Infrastructure joint enterprise. These can be summarised as follows:
- $(a)$ The term of the partnership is expected to be from 1 January 2005 to 11 October 2017, which is the parties' 3G spectrum licence expiry date. The term automatically extends until the expiry of any new 3G spectrum or other spectrum licences which the parties have made available for use with the 3G Infrastructure. If H3GA's spectrum licences are not renewed on 11 October 2017. or on the expiry of any subsequent term. Telstra will have a right to purchase H3GA's interest in the 3G Infrastructure joint enterprise for fair market value less a 25% discount, and upon sale. H3GA's right to access the 3G Infrastructure would terminate.
- If H3GA commits any of a limited number of specified material breaches under the agreement $(b)$ that is not remedied within a prescribed period. Telstra will have a right to purchase H3GA's interests in 3G Infrastructure joint enterprise for fair market value less a 10% discount. Upon sale, the H3GA network access contract would terminate. However there is a contractual right to enter into good faith negotiations for an arm's length agreement for wholesale access to the 3G Infrastructure.
Telstra has given parallel undertakings to H3GA.
The conditions precedent to the network sharing arrangement coming into effect have all been met.