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TELSTRA GROUP LIMITED — Major Shareholding Notification 2015
Dec 16, 2015
65927_rns_2015-12-16_9c630437-b099-4e5d-b764-d09fe1914a20.pdf
Major Shareholding Notification
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17 November 2015
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 change of interests of substantial holder
In accordance with section 671B of the Corporations Act, Telstra attaches Form 604 – Notice of change of interests of substantial holder in relation to Ten Network Holdings Limited.
Yours faithfully
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Damien Coleman Company Secretary
Telstra Corporation Limited ACN 051 775 556 ABN 33 051 775 556
Form 604 Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme Ten Network Holdings Limited ( TEN )
ACN/ARSN 081 327 068
1. Details of substantial holder (1)
Name Telstra Corporation Limited ACN 051 775 556, Telstra Media Pty Limited ACN 069 279 027 and each entity set out in Annexure A ( Telstra Group ). ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on 16/12/2015 The previous notice was given to the company on 25/11/2015 The previous notice was dated 23/11/2015
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 | Previous notice | Present notice | Present notice |
|---|---|---|---|---|
| Person’s votes | Voting power(5) | Person’s votes | Voting power(5) | |
| Fully paid ordinary shares (Ten Shares) |
456,561,415 | 12.50% | 513,333,333 | 13.84% |
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 |
|---|---|---|---|---|---|
| 16/12/2015 | Telstra Corporation Limited Telstra Media Pty Limited |
Telstra Corporation Limited and Telstra Media Pty Limited are taken under s608(3) of the Corporations Act 2001 to have a deemed relevant interest in the additional 56,771,918 Ten Shares issued to Foxtel Management Pty Limited as agent for the Foxtel Partnership (Foxtel) following shareholder approval at the TEN Annual General Meeting held on 16 December 2015 |
N/A – deemed relevant interest. |
56,771,918 Ten Shares |
56,771,918 |
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 Nature of Class and to be registered relevant number of Person’s votes as holder (8) interest (6) securities
46902292
| Telstra Corporation Limited Telstra Media Pty Limited |
Foxtel | Foxtel | Foxtel has a relevant interest under s608(1) of the Corporations Act by reason of being the registered holder of the Ten Shares. Telstra Corporation Limited and Telstra Media Pty Limited are taken under s608(3) of the Corporations Act 2001 (Act) to have a deemed relevant interest in the Ten Shares which Foxtel has a relevant interestin. |
513,333,333 Ten Shares. |
513,333,333 |
|---|---|---|---|---|---|
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 |
|---|---|
| Not applicable. | |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Telstra Group | c/- Telstra Corporation Limited, Level 41, 242 Exhibition Street, Melbourne VIC 3000, Australia |
Signature
| print name sign here |
Damien Coleman capacity Company Secretary Telstra Corporation Limited |
|---|---|
| Date 17/12/2015 |
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
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(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 on 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.
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46902292.2
(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.
Page 3
46902292.2
Form 604 Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
Annexure A Ten Network Holdings Limited (ACN 081 327 068)
This is Annexure A of 5 pages referred to in form 604 – Notice of change of interests of substantial holder
Company Secretary print name Damien Coleman capacity Telstra Corporation Limited Date sign here 17/12/2015
| Company Name | Country of Incorporation |
|---|---|
| 1300 Australia Pty Ltd | Australia |
| Alpha Phone Words Pty Ltd | Australia |
| Telstra Readycare Pty Ltd | Australia |
| CloudMed Pty Ltd | Australia |
| AFN Solutions Pty Ltd | Australia |
| Chief Entertainment Pty Ltd | Australia |
| DCA eHealth Solutions Pty Ltd | Australia |
| Argus Connecting Care Pty Ltd | Australia |
| Communicare EHealth Solutions Pty Ltd | Australia |
| DCA Direct Health Pty Ltd | Australia |
| KCS Solutions Pty Ltd | Australia |
| Emerging Holdings Pty Ltd | Australia |
| Emerging Systems Pty Ltd | Australia |
| R&R Holdings Asia Pacific Pty Ltd | Australia |
| Fred IT Group Pty Ltd | Australia |
| ERX Script Exchange Pty Ltd | Australia |
| Fred Health Pty Ltd | Australia |
| Fred Retail Pty Ltd | Australia |
| Pharmacy Research Network Pty Ltd | Australia |
| Health IQ Pty Ltd | Australia |
| iCareHealth Pty Ltd | Australia |
| Goodwin Enterprises (VIC) Pty Ltd | Australia |
| O2 Networks Pty Ltd | Australia |
| Kelzone Pty Ltd | Australia |
| Prentice Management Consulting Pty Ltd | Australia |
| Bridge Point Communications Pty Ltd | Australia |
| Server Central Pty Ltd | Australia |
| Medinexus Pty Ltd | Australia |
| Network Design and Construction Limited | Australia |
| NDC Global Holdings Pty Ltd | Australia |
| NDC Global Services Pty Ltd | Australia |
| NSC Group Pty Ltd | Australia |
| NSC Enterprise Solutions Pty Ltd | Australia |
| NSC NZ Limited | New Zealand |
| Research Resources Pty Ltd | Australia |
| Telstra 3G Spectrum Holdings Pty Ltd | Australia |
46902292
| Company Name | Country of Incorporation |
|---|---|
| Telstra Communications Ltd | Australia |
| Telstra ESOP Trustee Pty Ltd | Australia |
| Telstra Finance Limited | Australia |
| Telstra Foundation Limited | Australia |
| Telstra Foundation (Philippines), Inc | Philippines |
| Telstra Growthshare Pty Ltd | Australia |
| Neto E-Commerce Solutions Pty Ltd | Australia |
| Pick and Pack Pty Ltd | Australia |
| Neto (Hong Kong) Limited | Hong Kong |
| Cygnus Satellite Pty Ltd | Australia |
| Telstra Broadcast Services Pty Ltd (formerly known as Globecast Australia Pty Ltd) | Australia |
| Mediasat Pty Ltd | Australia |
| Telstra SNP Monitoring Pty Ltd | Australia |
| Telstra Holdings Pty Ltd | Australia |
| Pacnet Limited | Bermuda |
| Pacnet Services Corporation Ltd | Bermuda |
| Pacnet Services Asia Pacific (HK) Limited | Hong Kong |
| Pacnet Global (HK) Limited | Hong Kong |
| Asia Netcom Pacnet (Ireland) Limited | Ireland |
| Asia Global Crossing Finance Co. Ltd | Bermuda |
| Pacnet Services Holdings China Ltd | Bermuda |
| Pacnet Global Corporation (S) Pte Ltd | Singapore |
| Pacnet Services (A) Pty. Ltd. | Australia |
| Pacnet Services (Korea) Ltd | Korea, Republic of |
| Pacnet Services South Asia (Phillipines) Inc. | Philippines |
| Pacnet Services (UK) Ltd | United Kingdom |
| Pacnet Services Global (S) Pte. Ltd | Singapore |
| Pacnet Global (Singapore) Pte. Ltd | Singapore |
| Pacnet Internet (S) Pte Ltd | Singapore |
| Pacnet Internet Services (S) Pte. Ltd. | Singapore |
| Pacnet Internet (HK) Ltd | Hong Kong |
| Pacnet Internet (A) Pty. Ltd. | Australia |
| Hunterlink Pty Limited | Australia |
| Pacnet Network Ltd | Bermuda |
| Pacnet Network 2 Ltd | Bermuda |
| Pacnet Network (UK) Ltd | United Kingdom |
| Pacnet Network (Korea) Ltd | Korea, Republic of |
| Pacnet Networks (Phillipines) Inc. | Philippines |
| Pacnet Cable Group Ltd | Bermuda |
| Pacnet Cable Ltd | Bermuda |
| Pacnet Cable (HK) Limited | Hong Kong |
| C2C Pacnet (Ireland) Limited | Ireland |
| Pacnet Cable (Korea) Ltd | Korea, Republic of |
| Pacnet Cable (Taiwan) Ltd | Taiwan, Province of China |
| Pacnet Cable (USA) Inc. | United States |
| Asia Communications Investment Holdings (Taiwan) Ltd | Taiwan, Province of China |
| Asia Communications Investment (Taiwan) Ltd | Taiwan, Province of China |
| Pacnet Services (Taiwan) Inc | Taiwan, Province of China |
| Company Name | Country of Incorporation |
|---|---|
| Pacnet Services Holdings (Taiwan) Ltd | Taiwan, Province of China |
| Bedrock Holdings (Bermuda) Ltd | Bermuda |
| Autohome Inc. | Cayman Islands |
| Cheerbright International Holdings Limited | Virgin Islands, British |
| Beijing Cheerbright Technologies Co. Ltd | China |
| Autohome (Tianjin) Automobile Sales Co. Ltd | China |
| Beijing Autohome Information Technology Co. Ltd | China |
| Beijing Shengtuo Autohome Advertising Co. Ltd | China |
| Beijing Shengtuo Hongyuan Information Technology Co. Ltd | China |
| Beijing Shengtuo Chengshi Advertising Co, Ltd | China |
| Shanghai You Che You Jia Advertising Co. Ltd | China |
| Guangzhou You Che You Jia Advertising Co. Ltd | China |
| Autohome (Hong Kong) Limited | Hong Kong |
| Autohome Media Limited (formerly Prbrownies Marketing Limited) | Hong Kong |
| Autohome Shanghai Advertising Co. Ltd | China |
| Beijing Prbrownies Software Co. Ltd | China |
| Beijing Autohome Technologies Co. Ltd | China |
| Tianjin Autohome Technologies Co. Ltd | China |
| Beijing Autohome Advertising Co. Ltd | China |
| Guangzhou Autohome Advertising Co. Ltd | China |
| Beijing Australia Telecommunications Technical Consulting Services Co. Ltd | China |
| Reach Holdings Limited | Mauritius |
| Reach Network India Private Limited | India |
| Reach Data Services India Private Limited | India |
| Telstra Asia Holdings Limited | Virgin Islands, British |
| Telstra Asia Limited | Virgin Islands, British |
| Telstra SE Asia Holdings Limited | Virgin Islands, British |
| PT. Reach Network Services Indonesia | Indonesia |
| Telstra Asia Regional Holdings Limited | Virgin Islands, British |
| Telstra Malaysia Sdn. Bhd. | Malaysia |
| Telstra (Thailand) Limited | Thailand |
| Telstra Network (Thailand) Limited | Thailand |
| Telstra Philippines Holdings Limited | Virgin Islands, British |
| Incomgen Holdings Inc | Philippines |
| Telstra Web Holdings Inc. | Philippines |
| Telstra Philippines Inc. | Philippines |
| Thai Cyber Web Co Limited | Thailand |
| Telstra Global Holdings Limited | Virgin Islands, British |
| Telstra International Limited | Hong Kong |
| Telstra Global Limited | United Kingdom |
| PT Telstra Nusantara | Indonesia |
| Telstra Limited | United Kingdom |
| Cable Telecommunication Limited | United Kingdom |
| Cordoba Holdings Limited | Jersey |
| Inteligen Communications Limited | United Kingdom |
| London Hosting Centre Limited | Jersey |
| PSINet Datacentre UK Ltd | United Kingdom |
| PSINet Hosting Centre Limited | Jersey |
| Company Name | Country of Incorporation |
|---|---|
| PSINet Jersey Limited | Jersey |
| Telstra (Cable Telecom) Limited | United Kingdom |
| Telstra (PSINet) | United Kingdom |
| Telstra (CTE) Limited | United Kingdom |
| Dr Foster Intelligence Ltd | United Kingdom |
| Dr Foster Research Ltd | United Kingdom |
| Dr Foster Ltd | United Kingdom |
| Dr Foster Inc | United States |
| Telstra Holdings (Bermuda) No 1 Limited | Bermuda |
| Telstra Holdings (Bermuda) No 2 Limited | Bermuda |
| Telstra Holdings Singapore Pte. Ltd. | Singapore |
| PT Teltranet Aplikasi Solusi (Telstra Telkom Indonesia) | Indonesia |
| Telstra Inc | United States |
| Telstra India (Private) Limited | India |
| Telstra International HK Limited | Hong Kong |
| Telstra International Holdings Limited | Bermuda |
| Telstra International Philippines, Inc | Philippines |
| Telstra International PNG Limited | Papua New Guinea |
| Telstra Japan K.K. | Japan |
| Telstra Network Services NZ Limited | New Zealand |
| Telstra NZ Limited | New Zealand |
| Telstra Services Korea Limited | Korea, Republic of |
| Telstra Singapore Pte Ltd | Singapore |
| Telstra Software Group Pty Ltd | Australia |
| Ooyala Holdings Inc. | United States |
| Ooyala Inc. | United States |
| Ooyala International Inc. | United States |
| Ooyala Mexico, S. De R.L. De C.V. | Mexico |
| Ooyala Singapore Pte Ltd | Singapore |
| Ooyala Australia Pty Ltd | Australia |
| Ooyala UK Limited | United Kingdom |
| Videoplaza AB | Sweden |
| Videoplaza Limited | United Kingdom |
| Nativ Holdings Limited | United Kingdom |
| Nativ Limited | United Kingdom |
| Nativ Systems Limited | United Kingdom |
| Aunia Publicidad Interactiva SLU (Spain) | Spain |
| Muru-D Pty Ltd | Australia |
| Telstra Technology Services (Hong Kong) Limited | Hong Kong |
| Telstra Telecommunications Private Limited | India |
| Willoughby (602) Limited | United Kingdom |
| Telstra International (Aus) Limited | Australia |
| Telstra iVision Pty Ltd | Australia |
| Integrated Vision Pty Ltd | Australia |
| iVision (QLD) Pty Ltd | Australia |
| iVision Investments Pty Ltd | Australia |
| iVision (Unify) Pty Ltd | Australia |
| Unify Pty Ltd | Australia |
| Company Name | Country of Incorporation |
|---|---|
| Telstra Media Pty Ltd | Australia |
| Telstra Multimedia Pty Ltd | Australia |
| Telstra OnAir Holdings Pty Ltd | Australia |
| Telstra Pay TV Pty Ltd | Australia |
| Telstra Plus Pty Ltd | Australia |
| Telstra Services Solutions Holdings Limited | Australia |
| Telstra Ventures Pty Ltd | Australia |