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WORLEY LIMITED — Major Shareholding Notification 2017
Sep 7, 2017
66073_rns_2017-09-07_34a8afda-6bbe-47f5-99d8-263c32317caa.pdf
Major Shareholding Notification
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FACSIMILE TRANSMITTAL SHEET
| Date: | September 7, 2017 |
|---|---|
| To: | Company Announcements Office |
| Company: | Australian Stock Exchange Limited |
| Fax: | 011-612-9778-0999 |
| Phone: | 011-612-9338-0000 |
| Number of pages: (including cover) |
11 |
| From: Erika Kalanish | Phone: (704) 448 - 8175 |
|---|---|
| Email: [email protected] | Fax: (704) 448 - 8031 |
To Whom It May Concern:
Please see the attached Form 605 - Notice of Ceasing to be a Substantial Holder. Dimensional has notified the Company accordingly.
Thank you.
Erika Kalanish Compliance Analyst
The information contained in this facsimile message is confidential information intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copy of this communication or its contents is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone and return original message to us via the U.S. Postal Service. Thank you.
6300 Bee Cave Rd., Bldg 1 Austin, TX 78746
Tel: (512) 396-7400 Fax: (512) 306-7611
605 page 1/2 15 July 2001
Form 605 Corporations Act 2001 Section 671B
| Notice of ceasing to be a substantial holder | ||
|---|---|---|
| To Company Name/Scheme Worleyparsons Limited | ||
| ACN/ARSN | 096 090 158 | |
| 1. Details of substantial holder (1) | ||
| Name | Dimensional Entities | |
| ACN/ARSN (if applicable) | See Annexure A | |
| The holder ceased to be substantial holder on The previous notice was given to the |
05/09/2017 | |
| company on | 28/09/2016 | |
| The previous notice was dated | 28/09/2016 | |
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 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 $(4)$ |
Consideration given in relation to change $(5)$ |
Class $(6)$ and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| See Annexure B |
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 follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
4. Addresses
The addresses of persons named in this form are as follows:
| Name | Address | ||||
|---|---|---|---|---|---|
| See Annexure C | |||||
| Signature | |||||
| Dimensional Fund Advisors LP By: Dimensional Holdings Inc., its General Partner |
|||||
| print name By: Valerie A. Brown | capacity | Assistant Secretary and Vice President |
date
September 7, 2017
sign here
DIRECTIONS
- If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its $(1)$ 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 4 of the form.
- See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(2)$
- See the definition of "associate" in section 9 of the Corporations Act 2001. $(3)$
- $(4)$ Include details of:
- any relevant agreement or other circumstances because of which the change in relevant interest occurred. If $(a)$ 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
- any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, (b) 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.
- Details of the consideration must include any and all benefits, moneys and other, that any person from whom a $(5)$ 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.
- The voting shares of a company constitute one class unless divided into separate classes. $(6)$
- Give details, if appropriate, of the present association and any change in that association since the last substantial $(7)$ holding notice.
GUIDE
$\lambda$
This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 605.
| Signature | This form must be signed by either a director or a secretary of the substantial holder. |
|---|---|
| Lodging period | Nil |
| Lodging Fee | Nil |
| Other forms to be completed |
Nil |
| Additional information | (a) If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form. |
| (b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange. |
|
| (c) The person must give a copy of this notice: | |
| within 2 business days after they become aware of the information; or (i) |
|
| (ii) by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the information if: |
|
| a takeover bid is made for voting shares in the company or voting interests (A) in the scheme; and |
|
| the person becomes aware of the information during the bid period. (B) |
|
| Annexures | To make any annexure conform to the regulations, you must |
| 1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides |
|
| 2 show the corporation name and ACN or ARBN | |
| 3 number the pages consecutively | |
| 4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied |
|
| 5 identify the annexure with a mark such as A, B, C, etc | |
| 6 endorse the annexure with the words: This is annexure (mark) of (number) pages referred to in form (form number and title) |
|
| 7 sign and date the annexure | |
| The annexure must be signed by the same person(s) who signed the form. | |
Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.
ANNEXURE A Worleyparsons Limited ACN 096 090 158
$\mathbf{1}$ . DETAILS OF SUBSTANTIAL HOLDERS
In this Form 605, references to the "Dimensional Entities" are references to the following persons and entities and their respective associates and related bodies corporate:
| Name | DFA Australia Limited (a subsidiary of Dimensional Fund Advisors LP) ACN 065 937 671 |
|---|---|
| Name | Dimensional Fund Advisors LP |
| Name | Dimensional Fund Advisors Ltd. (a subsidiary of Dimensional Fund Advisors LP) |
| Name | Dimensional Fund Advisors Canada ULC (a subsidiary of DFA Canada LLC) |
| Name | DFA Canada LLC (a subsidiary of Dimensional Fund Advisors LP) |
| Name | Dimensional Holdings Inc. (general partner of Dimensional Fund Advisors LP) |
| Name | Dimensional Holdings LLC (limited partner of Dimensional Fund Advisors LP) |
| Name | David Booth |
| Name | Rex Sinquefield |
This is Annexure "A" referred to in Form 605: Notice of ceasing to be a substantial holder
| Date: | September 7, 2017 |
|---|---|
| Print Name: | Dimensional Fund Advisors LP By: Dimensional Holdings-Jnc., its General Partner By: Valerie A. Brown |
| Signature: |
Assistant Secretary and Vice President Capacity:
ANNEXURE B
Worleyparsons Limited
ACN 096 090 158
CHANGES IN RELEVANT INTERESTS $\mathbf{r}$
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
| given in relation to Consideration |
Securities Class (6) number Į ð |
Person's vetes |
|||
|---|---|---|---|---|---|
| Date of Change | Personwhose relevant interest changed | Nature of Change (4) | diamae (5) | affected | affected |
| The companies and individuals comprising the Dimensional Entities (as defined above) hold | |||||
| dinary fully paid shares in Worleyparsons Limited: the following relevant interests in or |
|||||
| (a) Registered Schemes | |||||
| to exercise, or control the exercise of, voting rights DFA Australia Limited has the power |
|||||
| attached to these securities and /or the power to dispose of, or control the exercise of the | |||||
| disposal of these securities as responsible entity of the following registered managed | |||||
| investment schemes: | |||||
| Oct 7, 2016 - Mar | |||||
| 8,2016 | Dimensional Australian Core Equity Trust | Purchase | 857,508.25 | 93,478 | 93,478 |
| Mar 31, 2017 - Apr | |||||
| 4, 2017 | Dimensional Australian Small Company Trust | Sale/Transfer | (1,177,786.50) m |
(110, 710) | (110, 710) |
| Oct 21, 2016 - | |||||
| Sept 4, 2017 | Dimensional Australian Value Trust | Purchase/Sale/Transfer | 481,770.86 $\mathbf{v}$ |
61,049 | 61,049 |
| (b) Institutional Mandates |
| attached to these securities and /or the power to dispose of, or control the exercise of the DFA Australia Limited has the power to exercise, or control the exercise of, voting rights he following mandates with institutional investors: disposal of these securities under tl |
||||||
|---|---|---|---|---|---|---|
| Jun 14, 2017 - Aug 9,2017 |
Separate Account Advised by Dimensional Fund Advisors LP | Purchase | ぃ | 369,882.27 | 31,100 | 31,100 |
| Jan 11, 2017 - Feb 2,2017 |
Separate Account advised by DFA Australia Limited | Purchase/Transfer | s | 519,675.87 | 51,372 | 51,372 |
| Jul 31, 2017 | Separate Account advised by DFA Australia Limited | Transfer | ∽ | 940,444.52 | 79,834 | 79,834 |
| May 4, 2017 - May 5,2017 |
Sub-advised Fund advised by Dimensional Fund Advisors LP | Purchase | ဂ | 112,597.17 | 10,242 | 10,242 |
| Oct 4, 2016 - Sep 6,2017 |
Separate Account advised by DFA Australia Limited | Purchase/Sale/Transfer | in | (588,112.68) | (47, 250) | (47,260) |
| Oct 24, 2016 | Separate Account advised by Dimensional Fund Advisors Ltd. | Purchase | s | 25,677.75 | 2,779 | 2,779 |
| Apr 10, 2017 - Apr 21, 2017 |
Separate Account advised by Dimensional Fund Advisors LP | Sale | S | (302,846.55) | (26, 547) | (26, 547) |
| Nov 2, 2016 - Jun 23, 2017 |
Separate Account advised by DFA Australia Limited | Purchase/Sale/Transfer | $\mathbf{v}$ | (1,464,551.98) | (178, 541) | (178, 541) |
| Oct 7, 2016 - Sep 5,2017 |
Separate Account advised by DFA Australia Limited | Purchase/Sale/Transfer | $\mathbf{u}$ | (1,031,896.76) | (89, 682) | (89, 682) |
| Oct 10, 2016 - Sep 5, 2017 |
Separate Account advised by DFA Australia Limited | Purchase/Sale/Transfer | SOF | (5,669,862.44) | (432, 287) | (432, 287) |
| Oct 4, 2016 - Jun 2,2017 |
Separate Account advised by DFA Australia Limited | Purchase/Sale/Transfer | $\bullet$ | (2,949,355.48) | (235, 796) | (235, 796) |
| Sep 30, 2016 - Jul 7,2017 |
Separate Account advised by DFA Australia Limited | Purchase | ς | 1,236,843.55 | 140,348 | 140,348 |
| (c) Other Dimensional Entities Funds and Mandates | ||||||
| DFA Australia Limited has the power to dispose of, or to control the exercise of the power to agreements with other members of the Dimensional Entities in relation to the following dispose of, these securities under sub-advisory agreements and consulting services |
||||||
| Dec 5, 2016 - Jul | AZL DFA International Core Equity Fund, a series of Allianz Variable mutual funds and mandates: |
Purchase/Sale | $\mathbf{v}$ | (28, 584.04) | (2, 141) | (2, 141) |
| 19, 2017 | Insurance Products Trust | |||||
|---|---|---|---|---|---|---|
| Oct 10, 2016 | Old Westbury Small & Mid Cap Fund of Old Westbury Funds, Inc. | Purchase | s | 14,396.17 | 1,671 | 1,671 |
| Dec 14, 2016 | DFA International Core Equity Fund | Purchase | Ş | 75,981.31 | 7,877 | 7,877 |
| June 14, 2017 - Aug 10, 2017 |
Separate Account advised by Dimensional Fund Advisors LP | Purchase | ᠊ᡃ | 250,340.45 | 20,786 | 20,786 |
| Dec 29, 2016 - Apr 4,2017 |
International Core Equity Portfolio of DFA Investment Dimensions Group ن ڪ |
Purchase/Transfer | ᠊ | 1,699,161.44 | 164,118 | 164,118 |
| Apr 24, 2017 - May 22, 2017 |
International Social Core Equity Portfolio of DFA Investment Dimensions Group Inc. |
Purchase | Ş | 42,137.70 | 3,723 | 3,723 |
| Feb 24, 2017 - May 22, 2017 |
International Vector Equity Portfolio of DFA Investment Dimensions Group نا |
Purchase | ∽ | 170,805.90 | 19,746 | 19,746 |
| Dec 28, 2016 - Aug 4,2017 |
International Sustainability Core 1 Portfolio of DFA Investment Dimensions Group Inc. |
Purchase/Transfer | Ş | 128,473.57 | 12,107 | 12,107 |
| Dec 16, 2016 - Feb 16, 2017 |
Global Small Companies Fund of Dimensional Funds plc | Purchase/Sale | ᠊ᡃ | (121, 186.60) | (12, 786) | (12,786) |
| Dec 22, 2016 | of Dimensional Funds plc Global Sustainability Core Equity Fund |
Purchase | Ş | 14,998.46 | 1,496 | 1,496 |
| Aug 28, 2017 | Global Targeted Value Fund of Dimensional Funds plc | Purchase | ŵ | 30,816.64 | 2,312 | 2,312 |
| Apr 26, 2017 | World Equity Fund of Dimensional Funds plc | Purchase | \$ | 30,580.03 | 2,681 | 2,681 |
| Dec 30, 2016 - Feb 23, 2017 |
DFA Investment Dimensions Group World ex U.S. Core Equity Portfolio of Lei |
Purchase | ∽ | 106,451.84 | 12,094 | 12,094 |
| Jul 17, 2017 | of DFA Investment Dimensions World ex U.S. Targeted Value Portfolio Group Inc. |
Transfer | s | 63,105.03 | 5,521 | 5,521 |
| Aug 4, 2017 | Pacific Basin Small Companies Fund of Dimensional Funds plc | Transfer | か | 28,060.00 | 2,300 | 2,300 |
| Nov 18, 2016 - Dec 19, 2016 |
DFA International Vector Equity Fund | Purchase | ¢ | 175,145.76 | 18,711 | 18,711 |
| Feb 8, 2017 - Jul 17, 2017 |
Sub-advised Fund advised by Dimensional Fund Advisors LP | Purchase/Sale | ᅅ | 6,577.68 | 1,237 | 1,237 |
| Jan 5, 2017 | LVIP Dimensional International Core Equity Fund, a series of Lincoln Variable Insurance Products Trust |
Purchase | ᠊ᡃ | 14,786.37 | 1,455 | 1,455 |
| Oct 11, 2016 - Jul 7,2017 |
Separate Account advised by Dimensional Fund Advisors LP | Purchase/Sale | \$ | 49,436.41 | 5,870 | 5,870 |
| Jul 17, 2017 | Brighthouse/Dimensional International Small Company Portfolio of | |||||
|---|---|---|---|---|---|---|
| Jan 9, 2017 - Jan | Brighthouse Funds Trust II | Purchase | ぃ | 98,704.86 | 8,701 | 8,701 |
| nal Fund Advisors LP Separate Account advised by Dimensio |
Sale | ပာ | (78,961.79) | (7,746) | (7,746) | |
| Jun 14, 2017 - Aug | ||||||
| Separate Account advised by Dimensional Fund Advisors LP | Purchase | n | 224,759.25 | 18,393 | 18,393 | |
| Oct 5, 2016 - Jul | ||||||
| Separate Account advised by Dimensional Fund Advisors LP | Purchase | n | 189,192.21 | 20,001 | 20,001 | |
| Jan 17, 2017 - Jul | of The DFA Investment Trust The Asia Pacific Small Company Series |
|||||
| Company | Purchase/Transfer | \$ | 4,709,159.25 | 437,879 | 437,879 | |
| Oct 4, 2016 - Jul | ||||||
| Separate Account advised by DFA Australia Limited | Purchase/Sale/Transfer | S) | (993, 247.82) | (82,001) | (82,001) | |
| Dec 14, 2016 | Separate Account advised by Dimensional Fund Advisors Ltd. | Transfer | ٩ŋ | 71,405.35 | 7,477 | 7,477 |
| Mar 22, 2017 - | T.A. World ex U.S. Core Equity Portfolio of DFA Investment Dimensions | |||||
| Mar 31, 2017 | Group Inc. | Purchase/Transfer | ທ | 227,150.61 | 21,197 | 21,197 |
| and each of its subsidiaries are each deemed to have the Dimensional Fund Advisors LP $\overline{e}$ |
||||||
| rities as DFA Australia Limited because Dimensional Fund same relevant interests in the secul |
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| Limited; Advisors LP controls DFA Australia |
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| $\bullet$ | ||||||
| David Booth and Rex Sinquefield are deemed to have the same relevant interests in the securities as Dimensional Fund Advisors LP as they each, individually or through trusts they |
||||||
| g power in Dimensional Holdings Inc., the general partner control, have more than 20% voting |
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| of Dimensional Fund Advisors LP; | ||||||
| and other members of the Dimensional Entities may also (f) Dimensional Fund Advisors LP |
||||||
| have relevant interests in the securities referred to in paragraph (c) above as investment | ||||||
| manager or advisor to the mutual funds and mandates referred to in that paragraph. |
For the purpose of section 671B of the Corporations Act, as at September 5, 2017, the total votes attached to voting shares in which the Dimensional Entities have relevant
interests in is 12,348,455, being 4.998% of the to
This is Annexure "B" referred to in Form 605: Notice of ceasing to be a substantial holder
September 7, 2017 Date: Dimensional Fund Advisors LP
By: Dimensional Holdings Inc., its General Partner
By: Valeyé A. Byoyn Print Name:
$\hat{\phantom{a}}$ we 1 Signature:
Assistant Secretary and Vice President Capacity: $\hat{\epsilon}$
ANNEXURE C Worleyparsons Limited ACN 096 090 158
ADDRESSES 4.
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| DFA Australia Limited | Level 43, 1 Macquarie Place, Sydney NSW 2000 |
| Dimensional Fund Advisors LP | 6300 Bee Cave Road, Building One, Austin, Texas, 78746, |
| United States of America | |
| Dimensional Fund Advisors Ltd. | 20 Triton Street, London NW1 3BF, United Kingdom |
| DFA Canada LLC | 6300 Bee Cave Road, Building One, Austin, Texas, 78746, |
| United States of America | |
| Dimensional Fund Advisors Canada ULC | 745 Thurlow Street, Suite 2110, Vancouver British |
| Columbia V6E 0C5, Canada | |
| Dimensional Holdings Inc. | 6300 Bee Cave Road, Building One, Austin, Texas, 78746, |
| United States of America | |
| Dimensional Holdings LLC | 6300 Bee Cave Road, Building One, Austin, Texas, 78746, |
| United States of America | |
| David Booth | 6300 Bee Cave Road, Building One, Austin, Texas, 78746, |
| United States of America | |
| Rex Sinquefield | 6300 Bee Cave Road, Building One, Austin, Texas, 78746, |
| United States of America |
This is Annexure "C" referred to in Form 605: Notice of ceasing to be a substantial holder
September 7, 2017 Date:
Dimensional Fund Advisors LP Print Name: By: Dimensional Holdings Inc., its General Partner By: Valerie & Brown
Signature:
Capacity: Assistant Secretary and Vice President