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TELSTRA GROUP LIMITED — Major Shareholding Notification 2009
Nov 24, 2009
65927_rns_2009-11-24_846c56a1-09ea-4a69-8d91-53458e95d4ef.pdf
Major Shareholding Notification
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25 November 2009
The Manager
Company Announcements Office Australian Securities Exchange 4[th] Floor, 20 Bridge Street SYDNEY NSW 2000
Office of the Company Secretary
Level 41 242 Exhibition Street MELBOURNE VIC 3000 AUSTRALIA
General Enquiries 08 8308 1721 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 Form 603 – Notice of initial substantial holder in relation to Mercury Mobility Limited.
Yours sincerely
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Carmel Mulhern 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
To Company Name/Scheme Mercury Mobility Limited ACN/ARSN ACN 125 736 914
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 The holder became a substantial holder on 30 / 10 / 2009
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 | 26,647,612 | 26,647,612 | 12.77% |
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 | Acquired as described in Annexure B including restriction on the on-market disposal of the shares for a limited period. |
26,647,612 ordinary shares |
| Telstra Group (excluding Telstra Corporation Limited) |
Each member of the Telstra Group has acquired a relevant interest in the securities in which Telstra Corporation Limited has a relevant interest as a consequence of being associates of Telstra Corporation Limited |
26,647,612 ordinary shares |
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 Corporation Limited | Telstra Corporation Limited | Telstra Corporation Limited | 26,647,612 |
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 | 30/10/2009 | Cash: Nil |
Non-Cash: Entry into agreements referred to in Annexure C |
26,647,612 |
| Telstra Group | 30/10/2009 | 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) | Each member of the Telstra Group has a relevant interest as a consequence of beingassociates 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 Group | c/- Level 41, 242 Exhibition Street, Melbourne Victoria 3000 |
Signature
print name Carmel Mulhern sign here
Capacity Company Secretary date 25/11/2009
DIRECTIONS
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(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.
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(2) See the definition of “associate” in section 9 of the Corporations Act 2001.
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(3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
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(4) The voting shares of a company constitute one class unless divided into separate classes.
-
(5) 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 interest in.
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(6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
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(7) Include details of:
-
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.
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(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”.
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(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.
Legal Group Structure
ANNEXURE A
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| Country of | Immediate | Ultimate |
|---|---|---|
| Incorporation | % | % |
| Australia |
| Company name | Country of Incorporation Immediate % Ultimate % |
|
| Parent Entity Telstra Corporation Limited Australia |
Australia | |
| Controlled Entities | ||
| Telstra Finance Limited Australia 100.00% 100.00% Transport Communications Australia Pty Ltd Australia 100.00% 100.00% Telstra ESOP Trustee Pty Limited Australia 100.00% 100.00% Telstra Growthshare Pty Ltd Australia 100.00% 100.00% Telstra Media Pty Limited Australia 100.00% 100.00% Telstra Multimedia Pty Limited Australia 100.00% 100.00% Telstra International Limited Australia 100.00% 100.00% Telstra Pay TV Pty Ltd Australia 100.00% 100.00% Hypermax Holdings Pty Ltd Australia 100.00% 100.00% Chief Entertainment Pty Ltd 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 Business Systems Pty Ltd Australia 100.00% 100.00% Telstra Plus Pty Ltd Australia 100.00% 100.00% Clayton 770 PtyLtd Australia 100.00% 100.00% |
||
| 1300 Australia Pty Ltd -Alpha Phone Words PtyLtd Australia Australia 85.00% 100.00% 85.00% 85.00% |
||
| Telstra Communications Limited Australia 100.00% 100.00% -Telecom Australia(Saudi)CompanyLimited Saudi Arabia 50.00% 50.00% |
||
| Adstream (Aust) Pty Ltd Australia 64.4% 64.4% -Adstream Limited New Zealand 100.00% 64.4% -Quickcut (Aust) Pty Ltd Australia 100.00% 64.4% |
||
| Telstra International Holdings No.2 Limited Bermuda 100.00% 100.00% |
||
| Telstra Holdings Pty Ltd Australia 100.00% 100.00% -Telstra International Holdings Limited Bermuda 100.00% 100.00% SouFun Holdings Limited Cayman Islands 55.00% 55.00% SouFun.com (Chongqing) Limited China 100.00% 55.00% SouFun.com (Guangzhou) Limited China 100.00% 55.00% SouFun.com (Shanghai) Limited China 100.00% 55.00% SouFun.com (Shenzhan) Limited China 100.00% 55.00% SouFun.com (Tianjin) Limited China 100.00% 55.00% Beijing SouFun Information Consultancy Co Ltd China 90.00% 49.52% China Index Academy Limited Hong Kong 100.00% 55.00% Selovo Investments Limited British Virgin Islands 100.00% 55.00% Max Impact Investments Limited Hong Kong 100.00% 55.00% Zhongzhishizheng Data Technology (Beijing) Co.Ltd China 100.00% 55.00$ Pendiary Investments Limited British Virgin Islands 100.00% 55.00% Bravo Work Investments Limited Hong Kong 100.00% 55.00% SouFun Media Technology (Beijing) Co Ltd China 100.00% 55.00% SouFun Network Technology (Beijing) Co Limited China 100.00% 55.00% -KAZ Computer Services Hongkong Limted Hong Kong 75.00% 75.00$ -Sequel Limited Cayman Islands 55.00% 55.00% Cheerbright International Holdings Limited British Virgin Islands 100.00% 55.00% Beijing Cheerbright Technologies Co. Ltd China 100.00% 55.00% |
Telstra in Confidence
Page 1
Legal Group Structure
ANNEXURE A
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China Topside Limited
Beijing Topside Technologies Co. Ltd Norstar Advertising Media Holdings Limited
Beijing Gold Norstar Information Technology Co.
Ltd
Union Tough Advertisement Limited
Haocheng Shidai (Beijing) Advertisement Co.
Ltd
-Telstra Asia Holdings Limited Telstra Octave Holdings Limited Octave Investments Holdings Limited Beauty Sunshine Investments Limited Beijing Wireless Permanence Technology Company Limited Sharp Point Group Limited Beijing Liang Dian Shi Jian Technology Company Limited -Reach Holdings Limited Reach Network India Private Limited Reach Data Services India Private Limited -Beijing Australia Telecommunications Technical Consulting Services Company Limited -Telstra Holdings (Bermuda) No 2 Limited CSL New World Mobility Limited New World PCS Holdings Ltd CSL Limited Hong Kong CSL Limited Big Bang Holdings Limited One2Free PersonalCom Limited
Integrated Business Systems Limited New World PCS Limited New World Mobility Limited New World 3G Limited
-
-Telstra Holdings (Bermuda) No 1 Limited
-
-Telstra International HK Limited
-
-Telstra Japan Retail KK -Telstra Singapore Pte Ltd
-Telstra Global Limited PT Telstra Nusantara Telstra Limited Telstra (Cable Telecom) Limited Telstra (PSINet) Limited Telstra (CTE) Limited Cable Telecommunication Limited PSINet Datacentre UK Ltd Inteligen Communications Limited PSINet Jersey Limited PSINet Hosting Centre Ltd Cordoba Holdings Limited London Hosting Centre Limited
-
-Telstra Inc
-
-Telstra India (Private) Limited
-Telstra NZ Limited
-Telstra New Zealand Holdings Limited TelstraClear Limited
| British Virgin Islands | 100.00% | 55.00% |
|---|---|---|
| China | 100.00% | 55.00% |
| Cayman Islands | 100.00% | 55.00% |
| China | 100.00% | 55.00% |
| Hong Kong | 100.00% | 55.00% |
| China | 30.00% | 16.50% |
| British Virgin Islands | 100.00% | 100.00% |
| British Virgin Islands | 100.00% | 100.00% |
| British Virgin Islands | 67.00% | 67.00% |
| British Virgin Islands | 100.00% | 67.00% |
| China | 100.00% | 67.00% |
| British Virgin Islands | 100.00% | 67.00% |
| China | 100.00% | 67.00% |
| Mauritius | 100.00% | 100.00% |
| India | 99.9% | 99.9% |
| India | 99.9% | 99.9% |
| China: | 100.00% | 100.00% |
| Bermuda | 100.00% | 100.00% |
| Bermuda | 76.4% | 76.4% |
| Cayman Islands | 100.00% | 76.4% |
| Hong Kong | 100.00% | 76.4% |
| Hong Kong | 100.00% | 76.4% |
| Hong Kong | 100.00% | 76.4% |
| Hong Kong | 100.00% | 76.4% |
| Hong Kong | 100.00% | 76.4% |
| Hong Kong | 100.00% | 76.4% |
| Hong Kong | 60.00% | 45.8% |
| Hong Kong | 100.00% | 76.4% |
| Bermuda | 100.00% | 100.00% |
| Hong Kong | 100.00% | 100.00% |
| Japan | 100.00% | 100.00% |
| Singapore | 100.00% | 100.00% |
| United Kingdom | 100.00% | 100.00% |
| Indonesia | 100.00% | 100.00% |
| United Kingdom | 100.00% | 100.00% |
| United Kingdom | 100.00% | 100.00% |
| United Kingdom | 100.00% | 100.00% |
| United Kingdom | 100.00% | 100.00% |
| United Kingdom | 100.00% | 100.00% |
| United Kingdom | 100.00% | 100.00% |
| United Kingdom | 100.00% | 100.00% |
| Jersey | 100.00% | 100.00% |
| Jersey | 100.00% | 100.00% |
| Jersey | 100.00% | 100.00% |
| Jersey | 100.00% | 100.00% |
| United States | 100.00% | 100.00% |
| India | 100.00% | 100.00% |
| New Zealand | 100.00% | 100.00% |
| New Zealand | 100.00% | 100.00% |
| New Zealand | 100.00% | 100.00% |
Telstra in Confidence
Page 2
Legal Group Structure
ANNEXURE A
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| CLEAR Communications Limited | NewZealand | 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 Global Services PtyLimited | Australia | 100.00% | 100.00% |
| Telstra Services Solutions Holdings Limited | Australia | 100.00% | 100.00% |
| Sensis Pty Ltd | Australia | 100.00% | 100.00% |
| -Just Listed Pty Limited | Australia | 100.00% | 100.00% |
| -Location Navigation Pty Ltd | Australia | 100.00% | 100.00% |
| -Research Resources Pty Ltd | Australia | 100.00% | 100.00% |
| -CitySearch Australia Pty Ltd | Australia | 100.00% | 100.00% |
| -Trading Post (Australia) Holdings Pty Limited | Australia | 100.00% | 100.00% |
| Trading Post Group 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% |
| The Personal Trading Post Pty Limited | 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 | Australia | 100.00% | 100.00% |
| -Sensis Holdings Pty Ltd | Australia | 100.00% | 100.00% |
| -Telstra Sensis (Beijing) Co Limited | China | 100.00% | 100.00% |
| -Sensis(Victoria)PtyLtd | Australia | 100.00% | 100.00% |
This is Annexure A of 3 pages referred to in the Form 603 - Notice of initial substantial holder.
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Name: Carmel Mulhern Capacity: Company Secretary, Telstra Corporation Limited Date: 25 November 2009
Telstra in Confidence
Page 3
ANNEXURE B
Nature of Telstra’s Relevant Interest
On 30 October 2009 Mercury Mobility Limited ( Mercury ) and m.Net Corporation Limited ( m.Net ) entered into a merger. As a result of the merger, 103,318,354 new Mercury shares were issued to eligible m.Net shareholders (on the basis of 65.34 new Mercury shares for 1 m.Net share).
As an m.Net shareholder, under the terms of the merger Telstra Corporation Limited was entitled to 26,647,612 ordinary shares in Mercury ( Telstra Shares ).
Telstra has agreed with Mercury that it will not dispose of the Telstra Shares on the ASX trading market for a period of six months from 30 October 2009.
Name: Carmel Mulhern Capacity: Company Secretary, Telstra Corporation Limited
Signature
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Date: 25/11/2009
ANNEXURE C
The agreement for the merger between Mercury Mobility Limited ( Mercury ) and m.Net Corporation Limited ( m.Net ) was disclosed to Mercury shareholders on 7 September 2009. As a result of the merger, 103,318,354 new Mercury shares were issued to eligible m.Net shareholders (on the basis of 65.34 new Mercury shares for 1 m.Net share).
As an m.Net shareholder, under the terms of the merger Telstra Corporation Limited was entitled to 26,647,612 ordinary shares in Mercury ( Telstra Shares ).
Telstra has agreed with Mercury that it will not dispose of the Telstra Shares on the ASX trading market for a period of six months from 30 October 2009.
Name: Carmel Mulhern Capacity: Company Secretary, Telstra Corporation Limited
Signature
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Date: 25/11/2009