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TELSTRA GROUP LIMITED Major Shareholding Notification 2007
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Major Shareholding Notification
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3 August 2007
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 ceasing to be a substantial holder
In accordance with section 671B of the Corporations Act, Telstra attaches Form 605 -Notice of Ceasing to be a Substantial Holder in relation to Hutchison Telecommunications (Australia) Limited on 30 June 2007.
This form was not lodged earlier as a result of an inadvertent administrative oversight.
Yours sincerely
North Grahi
Douglas Gration Company Secretary
Telstra Corporation Limited ACN 051 775 556 ABN 33 051 775 556
Form 605
Corporations Act 2001 Section 671B
Notice of ceasing to be a substantial holder
| To Company Name/Scheme | Hutchison Telecommunications (Australia) Limited | |
|---|---|---|
| ACN/ARSN | ACN 003 677 227 | |
| 1. Details of substantial holder (1) | ||
| Name | Telstra Corporation Limited and each person set out in Annexure A ("Telstra Group") | |
| ACN/ARSN (if applicable) | ACN 051 775 556 (Telstra Corporation Limited) | |
| The holder ceased to be a substantial holder on |
2007 30/6 |
|
| The previous notice was given to the company on | 2005 3 |
|
| The previous notice was dated | 2005 -31 - 1 |
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
| Date of change |
Person whose relevant interest changed |
Nature of change (4) |
Consideration given in relation to changes (5) |
Class (6) and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| 30/6/2007 | Telstra Corporation Limited (ACN 051775 556) |
Reduction of relevant interest in voting shares of Hutchison Telecommunications (Australia) Limited as a consequence of the expiry of the ability to exercise control over the disposal of shares in Hutchison Telecommunications (Australia) Limited as described in Annexure B, pursuant to the 3GIS Partnership and Operating Agreement dated 6 December 2004 between Hutchison 3G Australia Pty Limited, Telstra OnAir Holdings Pty Ltd, 3GIS Pty Limited, Hutchison Whampoa Limited and Telstra Corporation Limited. |
Not applicable. | 476,267,155 ordinary shares (as described in Annexure C). |
70.18% |
| 30/6/2007 | Telstra OnAir Holdings Pty Ltd (ACN 094 166 328) |
Reduction of relevant interest in voting shares of Hutchison Telecommunications (Australia) Limited as a consequence of the expiry of the ability to exercise control over the disposal of shares in Hutchison Telecommunications (Australia) Limited as described in Annexure B, pursuant to the 3GIS Partnership and |
Not applicable. | 476,267,155 ordinary shares (as described in Annexure C). |
70.18% |
| Operating Agreement dated 6 December 2004 between Hutchison 3G Australia Pty Limited. Telstra OnAir Holdings Pty Ltd, 3GIS Pty Limited, Hutchison Whampoa Limited and Telstra Corporation Limited. |
|||||
|---|---|---|---|---|---|
| 30/6/2007 | Telstra Group (other than Telstra Corporation Limited and Telstra OnAir Holdings Pty Ltd) |
Pursuant to of section 608(3) of the Corporations Act 2001 (Cwth) each member of the Telstra Group has reduced its relevant interest in voting shares of Hutchison Telecommunications (Australia) Limited and, pursuant to section $12(2)$ (a) of the Corporations Act 2001 (Cwth), no longer holds a substantial holding in Hutchison Telecommunications Australia) Limited by virtue of being associates of Telstra Corporation Limited, as a consequence of the expiry of Telstra Corporation Limited's ability to exercise control over the disposal of shares in Hutchison Telecommunications (Australia) Limited as described in Annexure B, pursuant to the 3GIS Partnership and Operating Agreement dated 6 December 2004 between Hutchison 3G Australia Pty Limited Telstra OnAir Holdings Pty Ltd, 3GIS Pty Limited, Hutchison Whampoa Limited and Telstra Corporation Limited. |
Not applicable. | 476,267,155 ordinary shares (as described in Annexure C). |
70.18% |
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 fo
| . …Japle) me and AUN/ARSN |
ociation naw . |
|---|---|
| Not licable. --------------------------------------- . |
саріе. ישי --------------------------------------- |
4. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Telstra Corporation Limited (ACN 051 775 556) | Level 41, 242 Exhibition Street, Melbourne, Victoria, 3000 |
| Telstra OnAir Holdings Pty Ltd (ACN 094 166 328) | Level 41, 242 Exhibition Street, Meibourne, Victoria, 3000 |
| Telstra Group (other than Telstra Corporation Limited and Telstra OnAir Holdings Pty Ltd) |
c/- Level 41, 242 Exhibition Street, Melbourne, Victoria, 3000 |
Signature
| print name | GR A-I $\mathcal{M}$ ا ہے' . ZZ |
$COMP^*$ capacity . ALS |
IECRETARY |
|---|---|---|---|
| sign here | date |
| Ž, Legal Group Structure |
ANNEXURE A | ||
|---|---|---|---|
| Company name | Country of Incorporation |
Immediate % |
Ultimate % |
| Parent Entity | |||
| Telstra Corporation Limited | Australia | ||
| Controlled Entities | |||
| 1300 Australia Pty Ltd | Australia | 85.00% | 85.00% |
| Adstream (Aust) Pty Ltd | Australia | 58.00% | 58.00% |
| -Adstream Limited | New Zealand | 100.00% | 58.00% |
| -Quickcut (Aust) Pty Ltd | Australia | 100.00% | 58.00% |
| Chief Entertainment Pty Ltd | Australia | 100.00% | 100.00% |
| Clayton 770 Pty Ltd | Australia | 100.00% | 100.00% |
| Communication Network Holdings Pty Ltd | Australia | 100.00% | 100.00% |
| -Advanced Digital Communications (WA) Pty Ltd | Australia | 100.00% | 100.00% |
| -Western Communications Solutions Pty Ltd | Australia | 100.00% | 100.00% |
| Converged Networks Pty Ltd Telstra Business Systems Pty Ltd |
Australia Australia |
100.00% | 100.00% |
| Telstra Corporate Services Pty Limited | Australia | 100.00% 100.00% |
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 3G Spectrum Holdings Pty Ltd | Australia | 100.00% | 100.00% |
| Telstra OnAir Holdings Pty Ltd | Australia | 100.00% | 100.00% |
| Telstra Rewards Pty Ltd | Australia | 100.00% | 100.00% |
| Transport Communications Australia Pty Ltd Telstra New Wave Pty Ltd |
Australia | 100.00% | 100.00% |
| Hypertokens Pty Ltd | Australia Australia |
100.00% 100.00% |
100.00% 100.00% |
| Data & Text Mining 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 | 98.00% | 100.00% |
| PT NDC Indonesia | Indonesia | 95.00% | 95.00% |
| -NDC Global Services Pty Limited | Australia | 100.00% | 100.00% |
| NDC Telecommunications India Private Limited | India | 2.00% | 100.00% |
| Sensis Pty Ltd | Australia | 100.00% | 100.00% |
| -Just Listed Pty Limited | Australia | 100.00% | 100.00% |
| -Trading Post (Australia) Holdings Pty Limited Trading Post Group Pty Limited |
Australia Australia |
100.00% 100.00% |
100.00% |
| -Collectormania Australia Pty Ltd | Australia | 100.00% | 100.00% 100.00% |
| -The Personal Trading Post Pty Limited | 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% |
| - Trading Post (TCA) Pty Ltd | Australia | 100.00% | 100.00% |
| Trading Post Australia Pty Limited Research Resources Pty Ltd |
Australia Australia |
100.00% | 100.00% |
| -CitySearch Australia Pty Ltd | Australia | 100.00% 100.00% |
100.00% 100.00% |
ANNEXURE A
| -Sensis Holdings Pty Ltd | Australia | 100.00% | 100.00% |
|---|---|---|---|
| Invizage Pty Ltd | Australia | 100.00% | 100.00% |
| -Universal Publishers Pty Ltd | Australia | 100.00% | 100.00% |
| -Sensis (Victoria) 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 | 75.00% | 75.00% |
| KAZ Computer Services (S.E.A.) Pte Limited | Singapore | 100.00% | 100.00% |
| KAZ Technology Services Pty Ltd | Australia | 100.00% | 100.00% |
| IOCORE Asia Pacific Pty Ltd | Australia | 100.00% | 100.00% |
| Enhanced Processing Technologies Inc | United States | 100.00% | 100.00% |
| -Telstra eBusiness Services Pty Limited | Australia | 100.00% | 100.00% |
| Telstra Communications Limited | Australia | 100.00% | 100.00% |
| -Telecom Australia (Saudi) Company Limited | Saudi Arabia | 50.00% | 50.00% |
| Telstra Holdings Pty Ltd | Australia | 100.00% | 100.00% |
| -Beijing Australia Telecommunications Technical | China; People's | 100.00% | 100.00% |
| Consulting Services Company Limited | Republic of: | ||
| -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% |
| Telstra (CTE) Limited | United Kingdom | 100.00% | 100.00% |
| Telstra (Cable Telecom) Limited | United Kingdom | 100.00% | 100.00% |
| Telstra (PSINet) Limited | United Kingdom | 100.00% | 100.00% |
| Cable Telecommunication Limited | United Kingdom | 100.00% | 100.00% |
| Cordoba Holdings Limited | Jersey | 100.00% | 100.00% |
| Inteligen Communications Limited | United Kingdom | 100.00% | 100.00% |
| London Hosting Centre Limited | Jersey | 100.00% | 100.00% |
| PSINet Datacentre UK Ltd | United Kingdom | 100.00% | 100.00% |
| PSINet Hosting Centre Ltd | Jersey | 100.00% | 100.00% |
| PSINet Jersey Limited | Jersey | 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% |
| CSL New World Mobility Limited | Bermuda | 76.4% | 76.4% |
| Bestclass Holdings Ltd | Virgin Islands (British) | 100.00% | 76.4% |
| Hong Kong CSL Limited | Hong Kong | 100.00% | 76.4% |
| CSL Limited | Hong Kong | 100.00% | 76.4% |
| Integrated Business Systems Limited | Hong Kong | 100.00% | 76.4% |
| One2Free Personalcom Limited | Hong Kong | 100.00% | 76.4% |
| New World PCS Holdings Ltd | Cayman Islands | 100.00% | 76.4% |
| New World 3G Ltd | Hong Kong | 100.00% | 76.4% |
| New World PCS Ltd | Hong Kong | 100.00% | 76.4% |
| New World Mobility Ltd -Telstra Inc |
Hong Kong | 100.00% | 76.4% |
| United States | 100.00% | 100.00% | |
| -Telstra India (Private) Limited | India | 100.00% | 100.00% |
| -Telstra International HK Limited Damovo HK Limited |
Hong Kong | 100.00% | 100.00% |
| -Telstra International Holdings Limited | Hong Kong Bermuda |
100.00% 100.00% |
100.00% |
| SouFun Holdings Limited | 100.00% | ||
| Beijing SouFun Information Consultancy Co Ltd | Cayman Islands | 55.09% | 55.09% |
| China Index Academy Limited | China Hong Kong |
90.00% 100.00% |
49.581% |
| SouFun Media Technology (Beijing) Co Ltd | China | 100.00% | 55.090% 55.090% |
| SouFun Network Technology (Beijing) Co Limited | China | 100.00% | 55.090% |
| SouFun.com (Chongqing) Limited | China | 100.00% | 55.090% |
ANNEXURE A
| SouFun.com (Guangzhou) Limited | China | 100.00% | 55.090% |
|---|---|---|---|
| SouFun.com (Shanghai) Limited | China | 100.00% | 55.090% |
| SouFun.com (Shenzhan) Limited | China | 100.00% | 55.090% |
| SouFun.com (Tianjin) Limited | China | 100.00% | 55.090% |
| -Telstra Singapore Pte Ltd | Singapore | 100.00% | 100.00% |
| -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% |
| 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 (Australia) Limited | Australia | 100.00% | 100.00% |
| CLEAR Communications Limited | New Zealand | 100.00% | 100.00% |
| -Telstra Pay TV Pty Limited | Australia | 100.00% | 100.00% |
| -Telstra Payment Solutions Limited | Australia | 100.00% | 100.00% |
This is Annexure A of 3 pages referred to in the Form 605 - Notice of ceasing to be a substantial shareholder.
North brake
Name: Douglas Gration
Capacity: Company Secretary, Telstra Corporation Limited
Date: 3 August 2007
Telstra Corporation Limited (ACN 051 775 556) and each person set out in Annexure A
ANNEXURE B
Nature of Telstra Group's relevant interest before change
$\mathbf{1}$ Change of Control restriction
On 6 December 2004 Hutchison 3G Australia Pty Limited, Telstra OnAir Holdings Pty Ltd, 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 Hutchison Telecommunications (Australia) Limited ("HTAL") shareholders in the Explanatory Memorandum for the Extraordinary General Meeting held on 27 October 2004 and are also set out in section 2 below.
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 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:
- 30 June 2007; $(a)$
- the time when SingTel or Vodafone (as the case may be) has access through ownership, $(b)$ 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 years 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 HTAL's shareholders for the purpose of section 611 Item 7 of the Corporations Act 2001 (Cwth), and for all other purposes, on 27 October 2004.
This is Annexure B of three pages referred to in Form 605 Notice of ceasing to be a substantial shareholder
| Name: Capacity: |
CRATION DOUGLA9 SUC RETARY |
|---|---|
| Signature: | |
| 1 - O |
Date: ............ 5 (8/6 )
$21$ Details of Partnership Agreement
On 6 December 2004, Hutchison 3G Australia Pty Limited ("H3GA"), Telstra OnAir Holdings Pty Limited ("Telstra OnAir"), 3GIS Pty Limited ("3GIS"), HWL and Telstra entered into the Partnership Agreement for the joint ownership and operation of 3G Infrastructure and to establish the 3GIS Partnership as an unincorporated partnership.
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 provides 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 section 1 above, 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 paid H3GA \$450 million under a fixed payment schedule, in four instalments. The first instalment was made on 6 December 2004. Telstra OnAir has had 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 provides 3G mobile services to customers independently of and in competition with the other.
H3GA and Telstra, 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 does not have exclusive control of its 3G infrastructure and must 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 section 1) before the relevant dates specified in section 1, this joint decision making arrangement would have changed as noted above.
In certain circumstances, the network sharing arrangement also provided that Telstra had 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.
$(b)$ If H3GA commits any of a limited number of specified material breaches under the agreement 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 gave parallel undertakings to H3GA.
ANNEXURE C
Number of securities and votes affected by reduction in Telstra Group's relevant interest
The reduction in Telstra Group's relevant interest relates to the following securities:
- The 392,353,358 ordinary shares in HTAL held by Hutchison Communications (Australia) Pty $(a)$ Limited ("HCAPL") (an indirect wholly owned subsidiary of HWL). The details of the class and number of securities and the votes affected at Item 2 of the Form 605 includes these shares.
- $(b)$ In 2003 HCAPL entered into a Term Loan Facility with Leanrose Pty Limited ("Leanrose"), a shareholder of 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 ordinary shares ("Leanrose Shares"). This gives rise to HCAPL (and therefore HWL), having a relevant interest in the Leanrose Shares. Leanrose currently holds 83,913,797 ordinary shares. The details of the class and number of securities and the votes affected at Item 2 of the Form 605 includes these shares.
This is Annexure C of one page referred to in Form 605 Notice of ceasing to be a substantial shareholder
Name: Capacity: Lund Lun Signature: ....................................
Date: 3/8/07