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WORLEY LIMITED Major Shareholding Notification 2017
66073_rns_2017-02-28_0cfc02dc-25f4-4eb3-81c1-8ee486b5c473.pdf
Major Shareholding Notification
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Our ref: PIB\EZHA\02 3004 2505 Partner: Phil Breden Direct line: +61 2 9258 5823 Fmail: [email protected]
1 March 2017
BY ELECTRONIC LODGEMENT
Company Announcements ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000
Ashurst Australia Level 11 5 Martin Place Sydney NSW 2000 Australia
GPO Box 9938 Sydney NSW 2001 Australia
Tel +61 2 9258 6000 Fax +61 2 9258 6999 DX 388 Sydney www.ashurst.com
Dear Sir/Madam
Notice of Initial Substantial Holder - WorleyParsons Limited ACN 096 090 158
We act for Dar Al-Handasah Consultants Shair and Partners Holdings Ltd (Dar Group).
On behalf of Dar Group, we enclose ASIC Form 603 (Notice of initial substantial shareholder) advising that Dar Group has become a substantial shareholder of WorleyParsons Limited ACN 096 090 158 (WorleyParsons), having acquired a relevant interest in 21,492,136 ordinary shares in WorleyParsons, corresponding to approximately 8.71% of the issued capital of WorleyParsons.
Samurai Investments, a related body corporate of Dar Group, has also entered into a cash-settled equity swap with Citigroup Global Markets Australia Pty Limited, which as at the date of this letter relates to a notional 11,706,269 shares in WorleyParsons (equivalent to approximately 4.74% of the issued share capital of WorleyParsons). Key terms of the cash-settled equity swap are described in Annexure B to the enclosed substantial holder notice. The cash-settled equity swap does not give Dar Group, any of its related bodies corporate or Mr Talal Shair any relevant interest in shares in WorleyParsons.
Yours faithfully Ashurst Australia
hund Aughenria
Phil Breden/Sarah Dulhunty Partners
Form 603 Corporations Act 2001 Section 671B
Notice of initial substantial holder
| To Company Name/Scheme | WorleyParsons Limited |
|---|---|
| ACN/ARSN | 096 090 158 |
| 1. Details of substantial holder (1) | |
| Name | Dar Al-Handasah Consultants Shair and Partners Holdings Ltd |
| ACN/ARSN (if applicable) | N/A |
| This notice is given by Dar Al-Handasah Consultants Shair and Partners Holdings Ltd, a company incorporated in Jersey (Dar), each of its related bodies corporate as set out in Annexure A (each a Dar Group Company and together the Dar Group Companies) and Talal Shair. |
|
| The holder became a substantial holder on | 27/02/2017 |
- 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:
| $\mathbf{r}$ , $\mathbf{r}$ , $\mathbf{r}$ , $\mathbf{r}$ , $\mathbf{r}$ , $\mathbf{r}$ , $\mathbf{r}$ , $\mathbf{r}$ , $\mathbf{r}$ , $\mathbf{r}$ , $\mathbf{r}$ , $\mathbf{r}$ , $\mathbf{r}$ , $\mathbf{r}$ Class of securities (4) |
Number of securities | Person's votes (5) | Voting power (6) | |
|---|---|---|---|---|
| Fully paid ordinary shares (Shares) |
21,492,136 | 21,492,136 | 8.71% |
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 |
|---|---|---|
| Dar | Relevant interest under s608(1) of the Corporations Act 2001 (Cth) (Corporations Act) 21,492,136 las registered holder of the Shares. |
|
| Dar Group Companies | Each Dar Group Company has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act. |
21,492,136 |
| Talal Shair | Talal Shair has a relevant interest in the Shares by virtue of section 608(3) of the Corporations Act. |
21,492,136 |
Note: Samurai Investments, a Dar Group Company, entered into a cash-settled equity swap with Citigroup Global Markets Australia Pty Limited, which as at the date of this notice relates to a notional 11,706,269 Shares (equivalent to approximately 4.74% of the Shares currently on issue). Key terms of the cash-settled equity swap are described in Anne
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 |
| Dar, each Dar Group Company and Talal Shair |
Dar | Dar | 21,492,136 Shares |
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 |
|
|---|---|---|---|---|
| Cash | Non-cash | |||
| Dar, each Dar Group Company and Talal Shair |
27/02/2017 | \$10.35 per Share | 21,492,136 Shares |
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 |
|---|---|
| Dar Group Companies | Each Dar Group Company is either a body corporate that controls Dar or is controlled by an entity that controls Dar. |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Dar, each Dar Group Company and Talal Shair |
C/- Dar Al-Handasah Consultants Shair and Partners Holdings Ltd, Office No. 2401, Index Tower, Dubai International Financial Centre, Sheikh Zayed Road, Dubai, United Arab Emirates |
Signature
print name Fouad Emmanuel El Khoury
Authorised signatory capacity
01/03/2017
date
sign here
DIRECTIONS
$\overline{\mathcal{L}}$
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 ann $(1)$ is clearly set out in paragraph 7 of the form.
See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
- See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
- The voting shares of a company constitute one class unless divided into separate classes. $(4)$
- 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 $(5)$ relevant interest in.
- The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
- Include details of: $(7)$
- any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ 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, the voting powers or disposal of the $(b)$ 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.
- 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." $(8)$
- Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or $(9)$ 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 7 pages to the Form 603 Notice of initial substantial holder signed by me and dated 1 March 2017.
.p Fouad Emmanuel El Khoury
Authorised signatory for Dar
Name:
1 March 2017 Date:
| Related Body Corporate | ||
|---|---|---|
| Samurai Investments | ||
| Dar Al-Handasah Consultants Shair and Partners Holdings Ltd (DIFC) | ||
| Dar AlHandasah Consultants Shair & Partners BSC (closed) | ||
| Dar Angola Consultants Limitada | ||
| Dar Al-Handasah Consultants Shair & Partners - Mozambique Lda | ||
| Dar Al-Handasah Consultants (Shair & Partners) Beirut - Lebanon SAL | ||
| Dar Al-Handasah Consultants (Shair & Partners) SAL | ||
| Dar Al-Handasah (Cairo) for Design & Technical Consultants Ltd | ||
| Dar Al-Handasah Consultants (Shair & Partners) Cameroon SARL | ||
| British Isles Dar Consultants Overseas Ltd | ||
| Dar Al-Handasah Al-Magrib SARL | ||
| Dar Al-Handasah Consultants Shair & Partners Ghana Ltd | ||
| Dar Al-Handasah (Sha'ir & Partners) Jordan | ||
| Dar Al-Handasah Consultants Shair & Partners Senegal SA | ||
| DAH Real Estates Sarl | ||
| Dar Al Handasah Shair and Partners - Mauritania - SARL | ||
| DAR Airport Project SPC Ltd | ||
| Dar Al-Handasah (Egypt) for Design and Technical Consultants Ltd | ||
| Dar Al-Handasah Consultants Libya | ||
| Dar Consultants (India) Private Ltd | ||
| Dar Holdings USA, Inc. | ||
| Dar Al-Handasah Consultants (Shair & Partners) (South Africa) (Pty) Ltd | ||
| Maffeis Engineering SPA | ||
| Eurl Dar Al-Handasah Algerie | ||
| Dar Al-Handasah Consultants (Shair & Partners) India Private Ltd | ||
| Dar Group Company Ltd | ||
| R&H Rail (Pty) Ltd | ||
| TSD Consulting Services (Pty) Ltd | ||
| D2 Consult International GmbH |
| Related Body Corporate |
|---|
| D2 Consult Chile |
| Dar Al-Handasah Sdn |
| Perunding Jurutera DAH Sdn Bhd |
| Dar Muhendislik Musavirlik AS |
| Dar Al-Handasah Turkmenistan |
| Dar Plus Ltd |
| Dar Al-Handasah (UK) Ltd |
| IPA Advisory Ltd |
| IPA Energy + Water Economics Ltd |
| Dar Planning & Management Ltd |
| Dar Al-Handasah Project Finance Holdings Ltd |
| Project Finance Advisors Limited Inc |
| Project Finance Advisory Ltd |
| Dar Al-Handasah Consultants (Shair & Partners) (UK) Ltd |
| Dar Consultants (UK) Ltd |
| The Penspen Group Ltd |
| Penspen Ltd |
| Bayt Al Tasamim - for Engineering Consultancy LLC |
| Manchester Jetline Ltd |
| Penspen Singapore Pte Ltd |
| Penspen De Venezuela |
| Gaspen Sdn Bhd |
| PLGS Holdings Inc |
| Penspen Corporation |
| GreyStar Mexico |
| Pinnacle Energy |
| GreyStar Louisiana |
| GreyStar Cayman Islands |
| GTES |
| Pencol International Ltd |
| Penspen Process Ltd |
| Penspen Ltd |
| Penspen Services Ltd |
| Related Body Corporate | ||
|---|---|---|
| Penspen SA de CV | ||
| Servios de Ingenieria Y Proyetos Latama SA de CV | ||
| Penspen International Ltd | ||
| Qaceno | ||
| Penspen (Nigeria) Ltd | ||
| Penspen Spencer B | ||
| Spencer (M) Sdn Bhd | ||
| Pencol International (Nigeria) Ltd | ||
| Currie & Brown Holdings Ltd | ||
| Currie & Brown (CI) Ltd | ||
| Currie & Brown - Oman Ltd | ||
| Currie & Brown (Consultants) Ltd | ||
| Currie & Brown - International Ltd (LLC) | ||
| Currie & Brown Holdings (Australia) Pty Ltd | ||
| Currie & Brown (Padgham) Pty Ltd | ||
| Currie & Brown (Burnsbridge) Pty Ltd | ||
| Currie & Brown (Australia) Pty Ltd | ||
| Currie & Brown (Singapore) Pty Ltd | ||
| Currie Brown Indonesia PT | ||
| Currie & Brown Asia Pacific Malaysia Sdn Bhd | ||
| Currie & Brown (Shenzhen) Ltd | ||
| Currie & Brown (Chongqing) Ltd | ||
| Currie & Brown (Shanghai) Ltd | ||
| Currie & Brown (Beijing) Ltd | ||
| Currie & Brown Vietnam Company Ltd | ||
| Currie & Brown (Macau) Ltd | ||
| Currie & Brown (China) Ltd | ||
| Currie & Brown (Thailand) Ltd | ||
| Widnell Ltd | ||
| Currie & Brown International Ltd | ||
| Sweett Group Ltd | ||
| Currie & Brown (France) SARL | ||
| Currie & Brown, Inc. |
| Related Body Corporate |
|---|
| Currie & Brown (Japan) Ltd |
| CBX-J |
| Currie & Brown (Padgham) Private Ltd |
| Currie & Brown (India) Private Ltd |
| Currie & Brown Mexico SA de CV |
| Currie & Brown UK Ltd |
| Rapiere Software Ltd |
| Currie & Brown (Investment D&G) Ltd |
| Sweett (France) SAS |
| W Sweett Inc |
| Cyril Sweett Saudi Arabia Ltd |
| Cyril Sweett Ltd |
| Cyril Sweett Trustee Company Ltd |
| Sweett Ltd |
| Sweett (UK) Ltd |
| Pelican Woodcliff Sweett Inc |
| Sweett International (Holding) Ltd |
| Currie & Brown Iberia SLU |
| Currie & Brown (Italia) Srl |
| Currie & Brown (Ireland) Ltd |
| Burns Bridge UAE Pty Ltd |
| Cyril Sweett (Cyprus) Ltd |
| Cyril Sweett International Ltd |
| Sweett Group (Middle East) Engineering Consultancy LLC |
| Cyril Sweett International |
| Currie & Brown (Investments) Ltd |
| Currie & Brown (Investment Services) Ltd |
| Express Lift Investments Ltd |
| Sweett & Partners Ltd |
| Currie & Brown Equitix Ltd |
| ACP North Hub Ltd |
| Landrum & Brown, Inc. |
| Landrum & Brown Worldwide Services, Inc |
| Related Body Corporate |
|---|
| L&B Colombia SAS |
| L&B Global Holdings LLC |
| KBJ-L&B Architects, LLC |
| L&B Aviation, LLC |
| L&B Worldwide, LLC |
| Landrum & Brown UK Ltd |
| L&B Worldwide Australia Pty Ltd |
| L&B China, LLC |
| L&B Transportation Technology Consultancy (Shanghai) Co., Ltd |
| Integral Group Holdings, LLC |
| Integral Group, Inc. |
| Integral Group (NC), PLLC |
| Cobalt Engineering & Consulting Inc |
| Elementa Consulting Ltd |
| Integral Group LLC |
| Integral Group Consulting (BC) LLP |
| Integral Group Engineering (Ontario) LP |
| Integral Group LLC |
| Ross & Baruzzini, Inc. |
| Mitchell Planning Associates, Inc. |
| Mitchell Data Services, Inc. |
| The Perkins + Will Group, Ltd |
| Perkins + Will, Inc |
| Perkins + Will North Carolina Inc |
| P + W Nevada, Inc. |
| Perkins + Will, PLLC |
| Perkins + Will Architects of Ohio, LLP |
| Perkins & Will-CRA, LLC |
| Perkins + Will CT, Inc |
| Perkins & Will Architects, Inc. |
| Nelson/Nygaard Consulting Associates, Inc. |
| Perkins + Will International Ltd |
| Perkins + Will Global LLC |
| Related Body Corporate | ||
|---|---|---|
| Perkins + Will Participacoes Ltda | ||
| Perkins + Will Arquitetura Ltda | ||
| Perkins + Will Federal, LLC | ||
| Perkins + Will Architecture Design Consulting (Shanghai) Co., Ltd | ||
| 1315 Peachtree Street, LLC | ||
| Perkins + Will, Inc | ||
| Perkins + Will Architects, PC | ||
| Perkins + Will Architects New Jersey PC | ||
| Perkins + Will Canada Corp | ||
| Perkins + Will (LA), An Architectural Corp | ||
| Perkins + Will Canada Architects Co | ||
| Perkins + Will Architects (Manitoba) Inc | ||
| Perkins + Will Architects (Saskatchewan) Inc | ||
| Busby Perkins + Will (Alberta) Ltd | ||
| Perkins + Will Canada Inc | ||
| Pierre-Yves Rochon Inc | ||
| P. Y. Rochon, SAS | ||
| Perkins + Will UK, Ltd | ||
| Portland Design Associates Ltd | ||
| Pringle Brandon Middle East Design LLC | ||
| Perkins + Will Singapore Pte Ltd | ||
| Perkins + Will Federal Design Group, Inc | ||
| Perkins + Will Virginia, Inc. | ||
| Genesis Planning LLC | ||
| T. Y. Lin International Group, Ltd | ||
| T.Y. Lin International Pte Ltd | ||
| T. Y. Lin International Sdn Bhd | ||
| T. Y. Lin International Vietnam Co Ltd | ||
| SMA Bersekutu Sdn Bhd | ||
| PT Konsultant T. Y. Lin International | ||
| DAR Services Outsourcing (Chongqing) Co., Ltd | ||
| C. Y. L. Engineering Consulting Inc | ||
| T. Y. Lin International China Ltd | ||
| Related Body Corporate T. Y. Lin International Engineering Consulting (China) Co., Ltd |
||
|---|---|---|
| T. Y. Lin (Chongqing) International Engineering Technology Co., Ltd | ||
| BON Engineering Consultants Pte Ltd | ||
| BON Vietnam Joint Venture Co., Ltd | ||
| T. Y. Lin International Group Myanmar Ltd | ||
| T. Y. Lin International | ||
| T. Y. Lin International Great Lakes Inc | ||
| H.J. Ross Associates, Inc. | ||
| T.Y. Lin International Panama, SA | ||
| T.Y. Lin International VE, SA | ||
| T. Y. Lin International Engineering, Architecture & Land Surveying, PC | ||
| T.Y. Lin Colombia SAS | ||
| T.Y. Lin International Canada Inc. | ||
| Lindbergh & Associates LLC | ||
| IDEAM, SA | ||
| ADEAM Engenharia E Consultoria Ltda | ||
| FHEID Ingenieros SL | ||
| Ingenieros Estructurales IDEAM |
Annexure B
This is Annexure B of 1 page to the Form 603 Notice of initial substantial holder signed by me and dated 1 March 2017.
Fouad Emmanuel El Khoury
Authorised signatory for Dar Name:
1 March 2017 Date:
| Type of derivative instrument | Cash-settled equity swap |
|---|---|
| Identity of taker | Samurai Investments |
| Relevant security | Fully paid ordinary shares in WorleyParsons Limited (Shares) |
| Entry date | 19 January 2017 |
| Number of securities to which the derivative relates | 11,706,269 Shares |
| Price | Average price of A\$8.98 per Share |
| Long equity derivative positions held by taker and its associates | Relevant interest in 21,492,136 Shares Economic interest in 11,706,269 Shares under the cash-settled equity swap Total long position (relevant interest plus economic interest): 33,198,405 Shares |
| Identity of associates of the taker | Dar Group Companies |