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WORLEY LIMITED Major Shareholding Notification 2016

Mar 15, 2016

66073_rns_2016-03-15_6f84624b-4f28-4bf8-bff0-fa05c1ec2a63.pdf

Major Shareholding Notification

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603 page 1/2 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme 

WORLEYPARSONS LTD

ACN/ARSN 

096 090 158

1. Details of substantial holder (1)

Name BlackRock Group (BlackRock Inc. and subsidiaries named in Annexures

ACN/ARSN (if applicable) to this form)

The holder became a substantial holder on

14 / / 03 2016

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)
ord 12,371,797
12,371,797		 5.04

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:

llows:
Holder of relevant interest Nature of relevant interest (7) Class and number of securities
Annexure A and D

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 Registered holder of Person entitled to be Class and number interest securities registered as holder (8) of securities see Annexure A

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)

 Consideration (9)

 Class and number
of securities
Cash Non-cash
see Annexure B

603 page 2/2 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

==> picture [455 x 134] intentionally omitted <==

----- Start of picture text -----

Name and ACN/ARSN (if applicable) Nature of association
see Annexure A
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
see Annexure C
----- End of picture text -----

Signature

print name Kayla McGrory capacity Authorised Signatory* sign here date 16 / 03 / 2016

  • At a meeting of the Board on 22 November 2013, the Directors resolved to approve the delegation of the preparation and lodgement of substantial shareholder notices on behalf of BlackRock Investment Management (Australia) Limited. 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.

  • (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.

  • (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (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.

  • (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) 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

This is Annexure A of 2 pages referred to in form 603 Notice of initial substantial shareholder

16-Mar-16 Kayla McGrory, Date Authorised Signatory

3. Details of Relevant Interests

4. Details of present registered holders

6. Associates

Holder of Relevant
Interests
Name and ACN / ARSN (if
Nature of Relevant Interest		 Registered Holder of
Securities		 Person entitled to be
registered as holder		 Class and number of
Securities		 Person's
votes		 Nature of
Association
applicable)
BlackRock (Netherlands) Power to control the exercise of a right to vote attached to SSB-SSB NEW YORK ord 29,548 29,548 subsidiary of
B.V. securities and/or the power to dispose of securities as INSTITUTIONAL BlackRock Inc.
investment manager or trustee.
BlackRock Advisors (UK) Power to control the exercise of a right to vote attached to BNYM-BONY BRUSSELS ord 15,061 15,061 subsidiary of
Limited securities and/or the power to dispose of securities as BlackRock Inc.
investment manager or trustee.
BlackRock Advisors (UK) Power to control the exercise of a right to vote attached to BNYM-BONY EUROPE - ord 612,255 612,255 subsidiary of
Limited securities and/or the power to dispose of securities as LONDON BlackRock Inc.
investment manager or trustee.
BlackRock Advisors (UK) Power to control the exercise of a right to vote attached to SSB-STATE STREET ord 25,577 25,577 subsidiary of
Limited securities and/or the power to dispose of securities as BANK, GERMANY BlackRock Inc.
investment manager or trustee.
BlackRock Advisors (UK) Power to control the exercise of a right to vote attached to SSB-STATE STREET ord 3,402,335 3,402,335 subsidiary of
Limited securities and/or the power to dispose of securities as DUBLIN BlackRock Inc.
investment manager or trustee.
BlackRock Asset Power to control the exercise of a right to vote attached to SSB-STATE STREET ord 65,082 65,082 subsidiary of
Management Canada securities and/or the power to dispose of securities as SACRAMENTO BlackRock Inc.
Limited investment manager or trustee.
BlackRock Asset Power to control the exercise of a right to vote attached to SSB-STATE STREET ord 1,639,540 1,639,540 subsidiary of
Management Deutschland securities and/or the power to dispose of securities as BANK, GERMANY BlackRock Inc.
AG investment manager or trustee.
BlackRock Asset Power to control the exercise of a right to vote attached to HSBC-HSBC, HONG ord 1,097 1,097 subsidiary of
Management North Asia securities and/or the power to dispose of securities as KONG BlackRock Inc.
Limited investment manager or trustee.
BlackRock Fund Advisors Power to control the exercise of a right to vote attached to SSB-STATE STREET ord 27,594 27,594 subsidiary of
securities and/or the power to dispose of securities as BANK, BOSTON BlackRock Inc.
investment manager or trustee.
BlackRock Fund Advisors Power to control the exercise of a right to vote attached to SSB-STATE STREET ord 4,419,130 4,419,130 subsidiary of
securities and/or the power to dispose of securities as SACRAMENTO BlackRock Inc.
investment manager or trustee.
BlackRock Institutional Power to control the exercise of a right to vote attached to BNYM-MELLON TRUST - ord 60,292 60,292 subsidiary of
Trust Company, National securities and/or the power to dispose of securities as NEW YORK BlackRock Inc.
Association investment manager or trustee.
BlackRock Institutional Power to control the exercise of a right to vote attached to JPM-JP MORGAN CHASE ord 26,491 26,491 subsidiary of
Trust Company, National securities and/or the power to dispose of securities as - NEW YORK BlackRock Inc.
Association investment manager or trustee.
BlackRock Institutional Power to control the exercise of a right to vote attached to NT-NORTHERN TRUST ord 4,388 4,388 subsidiary of
Trust Company, National securities and/or the power to dispose of securities as CO. - CHICAGO BlackRock Inc.
Association investment manager or trustee.
BlackRock Institutional Power to control the exercise of a right to vote attached to SSB-SSB BOSTON ord 1,194 1,194 subsidiary of
Trust Company, National securities and/or the power to dispose of securities as INSTITUTIONAL BlackRock Inc.
Association investment manager or trustee.
BlackRock Institutional Power to control the exercise of a right to vote attached to SSB-SSB NEW YORK ord 109,858 109,858 subsidiary of
Trust Company, National securities and/or the power to dispose of securities as INSTITUTIONAL BlackRock Inc.
Association investment manager or trustee.
BlackRock Institutional Power to control the exercise of a right to vote attached to SSB-STATE STREET ord 14,663 14,663 subsidiary of
Trust Company, National securities and/or the power to dispose of securities as BANK, BOSTON BlackRock Inc.
Association investment manager or trustee.

WOR

page 1 of 2

Holder of Relevant
Interests
Name and ACN / ARSN (if
Nature of Relevant Interest		 Registered Holder of
Securities		 Person entitled to be
registered as holder		 Class and number of
Securities		 Person's
votes		 Nature of
Association
applicable)
BlackRock Institutional Power to control the exercise of a right to vote attached to SSB-STATE STREET ord 1,033,661 1,033,661 subsidiary of
Trust Company, National securities and/or the power to dispose of securities as SACRAMENTO BlackRock Inc.
Association investment manager or trustee.
BlackRock Investment Power to control the exercise of a right to vote attached to BNYM-BONY BRUSSELS ord 8,814 8,814 subsidiary of
Management (UK) Limited securities and/or the power to dispose of securities as BlackRock Inc.
investment manager or trustee.
BlackRock Investment Power to control the exercise of a right to vote attached to BNYM-BONY EUROPE - ord 106,269 106,269 subsidiary of
Management (UK) Limited securities and/or the power to dispose of securities as LONDON BlackRock Inc.
investment manager or trustee.
BlackRock Investment Power to control the exercise of a right to vote attached to CITI-CITIBANK ord 17,666 17,666 subsidiary of
Management (UK) Limited securities and/or the power to dispose of securities as INTERNATIONAL PLC BlackRock Inc.
investment manager or trustee. (LUXEMBOURG BRANCH
BlackRock Investment Power to control the exercise of a right to vote attached to NT-NORTHERN TRUST ord 95,129 95,129 subsidiary of
Management (UK) Limited securities and/or the power to dispose of securities as UK BlackRock Inc.
investment manager or trustee.
BlackRock Investment Power to control the exercise of a right to vote attached to BNYM-THE BANK OF ord 35,323 35,323 subsidiary of
Management, LLC securities and/or the power to dispose of securities as NEW YORK BlackRock Inc.
investment manager or trustee.
BlackRock Investment Power to control the exercise of a right to vote attached to JPM-JP MORGAN CHASE ord 20,131 20,131 subsidiary of
Management, LLC securities and/or the power to dispose of securities as - NEW YORK BlackRock Inc.
investment manager or trustee.
BlackRock Investment Power to control the exercise of a right to vote attached to USB-US BANK ord 2,936 2,936 subsidiary of
Management, LLC securities and/or the power to dispose of securities as BlackRock Inc.
investment manager or trustee.
BlackRock Investment Power to control the exercise of a right to vote attached to JPM-JPM CHASE - ord 65,905 65,905 subsidiary of
Management (Australia) securities and/or the power to dispose of securities held in SYDNEY BlackRock Inc.
Limited its capacity as investment manager.
BlackRock Investment Power to control the exercise of a right to vote attached to NAB-NATIONAL ord 146,540 146,540 subsidiary of
Management (Australia) securities and/or the power to dispose of securities held in AUSTRALIA BANK BlackRock Inc.
Limited its capacity as investment manager. LIMITED - MELBOURNE
BlackRock Investment Power to control the exercise of a right to vote attached to JPM-JPM CHASE - ord 385,318 385,318 subsidiary of
Management (Australia) securities and/or the power to dispose of securities held in SYDNEY BlackRock Inc.
Limited its capacityas responsible entity.

WOR

page 2 of 2

Annexure B

This is Annexure B of 2 pages referred to in form 603 Notice of initial substantial shareholder

16-Mar-16

Kayla McGrory, Authorised Signatory

Date

5. Consideration

WORLEYPARSONS LTD (WOR) WORLEYPARSONS LTD (WOR)
Holder of Relevant Interest
Date of Acquisition / Trans
on a prescribed fin'l mkt		 Cash
Non-cash
Person's
votes
affected
Consideration
Class and number of
securities affected
BlackRock Advisors(UK)Limited
16-Nov-15
yes		 5.55
on mkt buy
ord
812 812
BlackRock Fund Advisors
18-Nov-15
no		 n/a
in specie
ord
666 666
BlackRock Advisors(UK)Limited
18-Nov-15
yes		 6.22
on mkt buy
ord
469 469
BlackRock Advisors(UK)Limited
18-Nov-15
yes		 6.22
on mkt buy
ord
67 67
BlackRock Fund Advisors
19-Nov-15
no		 n/a
in specie
ord
2,392 2,392
BlackRock Asset Management Canada Limited
19-Nov-15
no		 n/a
in specie
ord
716 716
BlackRock Fund Advisors
20-Nov-15
no		 n/a
in specie
ord
118 118
BlackRock Fund Advisors
20-Nov-15
no		 n/a
in specie
ord
760 760
BlackRock Investment Management (Australia)
Limited
23-Nov-15
yes		 6.02
on mkt buy
ord
520 520
BlackRock Institutional Trust Company, National
Association
23-Nov-15
no		 n/a
in specie
ord
3,618 3,618
BlackRock Advisors(UK)Limited
24-Nov-15
yes		 6.04
on mkt buy
ord
544 544
BlackRock Advisors(UK)Limited
24-Nov-15
yes		 6.04
on mkt buy
ord
201 201
BlackRock Advisors(UK)Limited
24-Nov-15
yes		 6.04
on mkt buy
ord
798 798
BlackRock Asset Management North Asia
Limited
24-Nov-15
no		 n/a
collateral
transfer
ord
132,902 132,902
BlackRock Investment Management (Australia)
Limited
26-Nov-15
yes		 6.00
on mkt buy
ord
23,179 23,179
BlackRock Fund Advisors
27-Nov-15
yes		 5.97
on mkt buy
ord
18,469 18,469
BlackRock Advisors(UK)Limited
30-Nov-15
yes		 5.82
on mkt buy
ord
79,565 79,565
BlackRock Fund Advisors
30-Nov-15
yes		 5.80
on mkt buy
ord
384,237 384,237
BlackRock Institutional Trust Company, National
Association
30-Nov-15
yes		 5.80
on mkt buy
ord
192,589 192,589
BlackRock Institutional Trust Company, National
Association
30-Nov-15
yes		 5.80
on mkt buy
ord
645,898 645,898
BlackRock Institutional Trust Company, National
Association
30-Nov-15
yes		 5.80
on mkt buy
ord
70,307 70,307
BlackRock Institutional Trust Company, National
Association
30-Nov-15
yes		 5.80
on mkt buy
ord
97,973 97,973
BlackRock Asset Management Canada Limited
30-Nov-15
yes		 5.80
on mkt buy
ord
1,735 1,735
BlackRock Advisors(UK)Limited
30-Nov-15
yes		 5.80
on mkt buy
ord
15,061 15,061
BlackRock Advisors(UK)Limited
30-Nov-15
yes		 5.80
on mkt buy
ord
25,577 25,577
BlackRock Institutional Trust Company, National
Association
30-Nov-15
yes		 5.80
on mkt buy
ord
7,015 7,015
BlackRock Fund Advisors
01-Dec-15
no		 n/a
in specie
ord
8,988 8,988
BlackRock Asset Management North Asia
Limited
03-Dec-15
no		 n/a
collateral
transfer
ord
1,039,268 1,039,268
BlackRock Fund Advisors
04-Dec-15
no		 n/a
in specie
ord
8,988 8,988
BlackRock Fund Advisors
04-Dec-15
no		 n/a
in specie
ord
16,696 16,696
BlackRock Asset Management North Asia
Limited
04-Dec-15
no		 n/a
collateral
transfer
ord
35,712 35,712
BlackRock Investment Management (Australia)
Limited
07-Dec-15
yes		 5.05
on mkt buy
ord
2,235 2,235
BlackRock Fund Advisors
07-Dec-15
yes		 5.15
on mkt buy
ord
4,784 4,784
BlackRock Advisors(UK)Limited
08-Dec-15
yes		 4.68
on mkt buy
ord
20,711 20,711
BlackRock Fund Advisors
08-Dec-15
no		 n/a
in specie
ord
1,498 1,498
BlackRock Investment Management (UK) Limited
09-Dec-15
yes		 4.72
on mkt buy
ord
7,615 7,615
BlackRock Fund Advisors
17-Dec-15
no		 n/a
in specie
ord
2,247 2,247
BlackRock Fund Advisors
17-Dec-15
no		 n/a
in specie
ord
1,434 1,434
BlackRock Fund Advisors
29-Dec-15
no		 n/a
in specie
ord
5,992 5,992
BlackRock Fund Advisors
05-Jan-16
yes		 4.89
on mkt buy
ord
4,212 4,212
BlackRock Fund Advisors
08-Jan-16
no		 n/a
in specie
ord
7,490 7,490

WOR

page 1 of 2

Holder of Relevant Interest
Date of Acquisition / Trans
on a prescribed fin'l mkt		 Cash
Non-cash
Person's
votes
affected
Consideration
Class and number of
securities affected
BlackRock Investment Management (Australia)
Limited
11-Jan-16
yes		 4.37
on mkt buy
ord
745 745
BlackRock Asset Management Deutschland AG
12-Jan-16
yes		 4.16
on mkt buy
ord
12,233 12,233
BlackRock Investment Management,LLC
12-Jan-16
yes		 4.16
on mkt buy
ord
15,098 15,098
BlackRock Fund Advisors
13-Jan-16
yes		 4.35
on mkt buy
ord
21,892 21,892
BlackRock Fund Advisors
14-Jan-16
yes		 4.24
on mkt buy
ord
93,160 93,160
BlackRock Asset Management Deutschland AG
15-Jan-16
yes		 4.27
on mkt buy
ord
12,224 12,224
BlackRock Investment Management (Australia)
Limited
15-Jan-16
yes		 8.91
on mkt buy
ord
2,785 2,785
BlackRock Fund Advisors
27-Jan-16
yes		 3.67
on mkt buy
ord
12,100 12,100
BlackRock Investment Management (UK) Limited
29-Jan-16
yes		 3.45
on mkt buy
ord
1,199 1,199
BlackRock Investment Management (Australia)
Limited
12-Feb-16
yes		 3.15
on mkt buy
ord
1,036 1,036
BlackRock Fund Advisors
17-Feb-16
yes		 3.67
on mkt buy
ord
912 912
BlackRock Investment Management (Australia)
Limited
29-Feb-16
yes		 4.17
on mkt buy
ord
12,137 12,137
BlackRock(Netherlands)B.V.
29-Feb-16
no		 n/a
in specie
ord
29,548 29,548
BlackRock Investment Management (UK) Limited
29-Feb-16
yes		 4.20
on mkt buy
ord
17,666 17,666
BlackRock Asset Management Deutschland AG
02-Mar-16
yes		 5.05
on mkt buy
ord
12,302 12,302
BlackRock Institutional Trust Company, National
Association
08-Mar-16
yes		 5.93
on mkt buy
ord
1,900 1,900
BlackRock Advisors(UK)Limited
10-Mar-16
yes		 5.51
on mkt buy
ord
22,114 22,114
BlackRock Advisors(UK)Limited
10-Mar-16
yes		 5.53
on mkt buy
ord
143,346 143,346
BlackRock Investment Management (Australia)
Limited
10-Mar-16
yes		 5.54
on mkt buy
ord
8,106 8,106
BlackRock Advisors(UK)Limited
11-Mar-16
yes		 5.19
on mkt buy
ord
164,896 164,896
BlackRock Asset Management Deutschland AG
14-Mar-16
yes		 5.45
on mkt buy
ord
111,267 111,267

WOR

page 2 of 2

Annexure C

This is Annexure C of 1 page referred to in form 603 Notice of initial substantial shareholder

16-Mar-16

Kayla McGrory, Date Authorised Signatory

7. Addresses

The addresses of persons named in this form are as follows:

Name Address
BlackRock Group
BlackRock Inc. 55 East 52nd Street
New York NY 10055 USA
BlackRock (Netherlands) B.V. Rembrandt Tower, 17th floor
Amstelplein
Amsterdam Netherlands
BlackRock Advisors (UK) Limited 12 Throgmorton Avenue.
London, EC2N 2DL,
United Kingdom
BlackRock Asset Management Canada Limited 161 Bay Street, Suite 2500
Toronto, Ontario M5J 2S1
Canada
BlackRock Asset Management Deutschland AG Max-Joseph-Straße 6
D-80333 Munich,Germany
BlackRock Asset Management North Asia Limited 15/F, 16/F, 17/F Citibank Tower & 17/F ICBC Tower,
3 Garden Road,Central,HongKong
BlackRock Fund Advisors 400 Howard Street
San Francisco, CA, 94105
United States
BlackRock Institutional Trust Company, National 1225 17th Street,
Association Suite 300,
Denver,CO 80202(Colorado,USA)
BlackRock Investment Management (Australia) Limited Level 26, 101 Collins Street
Melbourne VIC 3000
Australia(Victoria,Australia)
BlackRock Investment Management (UK) Limited 12 Throgmorton Avenue
London EC2N 2DL
United Kingdom
BlackRock Investment Management, LLC 1209 Orange Street,
Wilmington, New Castle County,
Delaware 19801,United States

WOR

page 1 of 1

Annexure D

This is Annexure D of 1 page referred to in form 603 Notice of initial substantial shareholder

16-Mar-16
Kayla McGrory, Authorised Signatory
Date		 16-Mar-16
Kayla McGrory, Authorised Signatory
Date
Type of agreement: Global Master Securities Lending Agreement
Parties to agreement: Party A - Citigroup Global Markets Limited
Party B - HSBC Institutional Trust Services (Asia) Limited
Transfer date: Refer to Annexure B (transactions identified as collateral
transfers)
Holder of voting rights: BlackRock Asset Management North Asia Limited (as
investment manager for the funds)
Are there any restrictions on voting rights?
If yes, detail		 Yes. Unless otherwise agreed between the parties, the
Registered Owner will not exercise any voting rights.
Scheduled return date (if any): Not applicable.
Does the borrower have the right to return
early?
If yes, detail		 Yes.
Upon an Event of Default under the GMSLA, the GMSLA
provides, broadly, that both parties payment and delivery
obligations will be accelerated and replaced with an obligation of
one party to pay a single cash sum to the other determined in
accordance with the provisions of the GMSLA (as modified by
the Annex). The GMSLA provides that the parties’ right to
terminate the Agreement upon notice will not affect the parties’
existing obligations in respect of any outstanding loans of
securities. The Annex amended and restricted the Borrower's
termination rights – i.e. Borrower may not have the right to
terminate and return the borrowed securities - as the Borrower
was to borrow the securities issued by it (or its sister company)
to provide protection against the insolvency of the issuer and so
usual rights of termination in a GMSLA were restricted.
Subject to the terms of the relevant Loan, the Borrower, may
early terminate a Loan and return Equivalent Securities at any
time provided that it “shall cease to have such entitlement if an
Act of Insolvency with respect to any Security Issuer or any of
the Borrower’s or any Security Issuer’s affiliates has occurred,
or any such person takes any steps preparatory to any of the
matters which would constitute an Act of Insolvency
Does the lender have the right to recall early?
If yes, detail		 Yes, at notice.
Will the securities be returned on settlement?
If yes, detail any exceptions		 Yes.

A copy of this agreement will be provided to WORLEYPARSONS LTD or the Australian Securities and Investments Commission upon request.

WOR page 1 of 1

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