BILLABONG INTERNATIONAL LIMITED Partner David Clee
Contaci David Clee l Alex Kauye
T +61 2 9263 4476 l +61 3 8656 3386
dclee@gtlaw.com.au 1 akauye@gtlaw.com.au
LAWYERS
20 March 2015
To Company Announcements Platform
Australian Securities Exchange
Sydney
2 Park Street Sydney NSW 2000 Australia
GPO Box 3810 Sydney NSW 2001
T +61 2 9263 4000 F +61 2 9263 4111 www.gtlaw.com.au
Centerbridge- Notice of change of interests of substantial holder
Dear Sir/Madam
We act for Centerbridge Partners L.P. (Centerbridge).
On behalf of Centerbridge, we enclose a Form 604 (Notice of change of interests of substantial ho/der) in respect of Billabong lnternational Limited ACN 084 923 946 (ASX:BBG) pursuant to section 671B of the Corporations Act 2001 (Cth).
Yours faithfully
Davld Clee
Partner
T +61 2 9263 4368 dclee@gtlaw.com.au
Alex Kauye
Lawyer
T +61 3 8656 3386 akauye@gtlaw.com.au
33641726_1 SYON(Y t 11ELBOURNE t PERTH
Form 604Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme Billabong International Limited (BBG)
ACN/ARSN 084 923 946
1. Details of substantial holder (1)
Name
CCP II Dutch Acquisition - E, B.V. (CCP II), CB Dutch Holdings Cooperatieve, U.A. (CB Dutch Holdings), CCP II (Cayman) Holdings A, L.P. (CCP II (Cayman)) and Centerbridge Capital Partners II (Cayman), L.P. (Centerbridge) (together, the Substantial Holders)
ACN/ARSN (if applicable) N/A
There was a change in the interests of the
substantial holder on 12/03/2015 - 18/03/2015
The previous notice was given to the company on 12/03/2015
The previous notice was dated 12/03/2015
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 | Present notice | ||
Class of securities (4) | Person's votes | Voting power (5) | Person's votes | Voting power (5) |
Ordinary shares | 370,602,062 | 37.42% | 381,053,001 | 38.48% |
Note: this Form 604 assumes that OCM Clean Wave Holdings B.V. (OCM Clean Wave) would be deemed to be an associate of each Substantial Holder in relation to BBG. If OCM Clean Wave is not an associate of the Substantial Holders then the voting power of the Substantial Holders is 19.24% on the basis of the 190,526,502 ordinary shares in which the Substantial Holders have a relevant interest as disclosed below. |
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 |
12/03/2015 | CCP II | On-market purchase | A$0.5709 per ordinary share | 125,000 ordinary shares | 125,000 |
16/03/2015 | CCP II | On-market purchase | A$0.6100 per ordinary share | 4,519,000 ordinary shares | 4,519,000 |
16/03/2015 | CCP II | On-market purchase | A$0.5794 per ordinary share | 81,596 ordinary shares | 81,596 |
17/03/2015 | CCP II | On-market purchase | A$0.5900 per ordinary share | 244,702 ordinary shares | 244,702 |
18/03/2015 | CCP II | On-market purchase | A$0.6000 per ordinary share | 255,173 ordinary shares | 255,173 |
12/03/2015 - 18/03/2015 | CB Dutch Holdings, CCP II (Cayman) and Centerbridge | Acquisition of relevant interests as a result of CCP II's on-market purchases listed above | Nil | 5,225,471 ordinary shares | 5,225,471 |
12/03/2015 | OCM Clean Wave | On-market purchase | A$0.5709 per ordinary share | 125,000 ordinary shares | 125,000 |
16/03/2015 | OCM Clean Wave | On-market purchase | A$0.6100 per ordinary share | 4,519,000 ordinary shares | 4,519,000 |
16/03/2015 | OCM Clean Wave | On-market purchase | A$0.5794 per ordinary share | 81,595 ordinary shares | 81,595 |
17/03/2015 | OCM Clean Wave | On-market purchase | A$0.5900 per ordinary share | 244,701 ordinary shares | 244,701 |
18/03/2015 | OCM Clean Wave | On-market purchase | A$0.6000 per ordinary share | 255,172 ordinary shares | 255,172 |
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 to be registered as holder (8) | Nature of relevant interest (6) | Class and number of securities | Person's votes |
CCP II | CCP II | CCP II | Relevant interest under section 608(1)(a) of the Corporations Act 2001 (Cth) (Corporations Act). | 190,526,502 ordinary shares | 190,526,502 ordinary shares |
CB Dutch Holdings | CCP II | CCP II | Relevant interest under section 608(3)(b) of the Corporations Act as a result of CB Dutch Holdings controlling CCP II. | 190,526,502 ordinary shares | 190,526,502 ordinary shares |
CCP II (Cayman) | CCP II | CCP II | Relevant interest under section 608(3)(b) of the Corporations Act as a result of CCP II (Cayman) controlling CB Dutch Holdings. | 190,526,502 ordinary shares | 190,526,502 ordinary shares |
Centerbridge | CCP II | CCP II | Relevant interest under section 608(3)(b) of the Corporations Act as a result of Centerbridge controlling CCP II (Cayman). | 190,526,502 ordinary shares | 190,526,502 ordinary shares |
OCM Clean Wave | OCM Clean Wave | OCM Clean Wave | Relevant interest under section 608(1)(a) of the Corporations Act. | 190,526,499 ordinary shares | 190,526,499 ordinary shares |
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 |
N/A | N/A |
6. Addresses
The addresses of persons named in this form are as follows:
Name | Address |
CCP II | Da Boolelaan 7, 1083 HJ Amsterdam, the Netherlands |
CB Dutch Holdings | Da Boolelaan 7, 1083 HJ Amsterdam, the Netherlands |
CCP II (Cayman) | 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands |
Centerbridge | C/o Intertrust Corporate Services (Cayman) Limited 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands |
OCM Clean Wave | Barbara Strozzilaan 201 1083 HN Amsterdam, the Netherlands |
Signature
print name Susanne V. Clark capacity
Authorised Signatory for CCP II (Cayman) Holdings A, L.P. and Centerbridge Capital partners II (Cayman) , L.P.
sign here date 20 March 2015
print name capacity
Manager A of CCP II Dutch Acquisition - E, B.V.
sign here date 20 March 2015
print name capacity
Manager A of CB Dutch Holdings Cooperatieve U.A.
sign here date 20 March 2015
Signature
prlnt name Susanna V. Clark capacity
Aulhorlsed Slgnatory for CCP Il (Cayman) Holdlngs A, LP. and Centerbridge Capitai partners Il (Cayman) ,
LP.
slgn here date 20 March 2015
Manager A of CCP Il print name Amar Doshi capacity Dutch Acqulsition- E,
B.V.
slgn here !1 J2 date 20 March 2015
prlnt name Kevin Fusco capacity
Manager A of CB Dutch Holdings Cooperatieve U.A.
slgn here date 20 March 2015
Signature
print name Susanne V. Clark: capacity
Authorised Signatory for CCP Il (Cayman) Holdings A, L.P. and Centerbridge Capitai partners Il (Cayman) ,
L.P.
sign here date 20 March 2015
print name Amar Doshi capacity
Manager A of CCP Il Dutch Acquisition- E, B.V.
sign here date 20 March 2015
print name l1J r y•• (..fv.,
Manager A of CB
capacity Dutch Holdings
Cooperatieve U.A. date 20 March 2015
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