Billabong : Becoming a substantial holder

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Feb 1 1 2016 S:17PM 00000000p.

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DATE: February 12, 2016

PAGES: 5 (including cover sheet)

FROM: Coastal Capital International, Ltd.

FAX: +1 646 349 4428

TO: Company Announcement Office Australian Securities Exchange

FAX: +61 2 9347 0005

130 East 59•• Stree t, 11•• Floor, N ew York , N Y 10022

_Phone: 212-257 -6400, www.coastal-im.com

Feb 1 1 2016 S:17PM

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Form 603

Form 603

Corporation, Act 2001

Section 6718

Notice of initial substantial holder

To Company Name/Scheme Bil labong lntematlonal L..lmlted ACN/ARSN 084 923 946

1.Detail• olsui,stantlal holder (1)

Name Coastal Capital lntematlonal, Linlted on behalf of Itself and Coastal hive,tment Partners, L.P., Coastal Investment Managtmtnt1 L.P.1 C

ACNIARSN Qr applicable) _No_t_• llca_b_le _

The holder bec;me a subslantial holder on 11 J 02 I 16

2.· Dete.1111 of vodng power

The total number of votes attached to an the voting shares in the compa!ly or voling interests i1the scheme that tt,e substantial holder or ai 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	VoHrg power (5)
O'dlna Common Shares	9,903 700	9,903 700	5.00%

3. Detals of-relevant Interests

. .

Tile nature of the relevant interest the Sllbstanial holder or an associate had in ttie following votinQ secunUes on 111e date the substantial holder became a substantial holder are as follows:

.

Holder of relevaht Interest	Nature of relevant iltarest (7)	Class a11d number of securies
Coastal Capital International,Limited	A$ beneficial qwner of the interest, Coastal Capital International. inited has a relevant intElrest ir1 the	9,903,700 Ordinary Common Shares
holdings delaled below by rtue or section 608(1} of

)he COroorations Act .

.

.4. Detalla a1 prasentnglstered holders·

_ The Persons registered as hers of truisecuriG!:l$ referMd to in psragl':lf)h 3 above are as folloWs:

Hol interesl	Registered holder of securities	Person entiUed lo be registered as holder (8)	Glass and number of securities
Coaslal Capital International limited	HSBC Custody Nominees (Australia) Llmilod	Coastal Capllal International, Limited	9,903,700 Ordlna,y Cornman Shares

5. Consideration

The consideration paid for each relevant Interest referred-to ifl paragraph 3 above, and acquired t, the tourmonlhs prior ta the d ltlat the substariti holder became a

.subs{a[ltial holder is s follows:

Holder of relevant Interest	Date of acquisition	Consideration (9)		Class and number of securities
Cash	Non-Cash
See /nnexure "A"

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Form 603

6. As1oelatea

The reaso·n the pB1Sons namecl 1n para9raph above are associates of 11,e substantial holder are as follows:

Name and ACNIARSN (if applicable)	Nature of association
Coastal Capital lntemalion . LimilBd	Related bodies Corporate & are therefore associates under Sections 9 & 11 of the Corooratioos Act .
Coastal lrwestment Partoera, LP. .	Related bodies Corporate & are therefore associates under Sections 9 & 11 of the Comnrations Act
Coastal Investment Management, L.P.	Related bodies COfporate & are therefore associates under Sections 9 &. 11 of the Corporations Act
·Coastal ln1,1estment Mnagement, LLC	Related bodies Corporate & cl'e therefore associates under Sectioos 9 & 11 of the Corporations /ct .

. s.At1dre1i:•1 ·

The addresses of persons named in this fom, areas follows:

Name	Address
Coastal Capital International, l.rnited	cJo Maplf:S Corporate: Services Urnited, P.O. Sox 309, Ugland House, Grand Caymall, KY1·1104. Cavman Islands
CoaS411 Investment Partners L.P.	130 E. 59th Street 11th Floor, New Yo!1
Coastal Investment ManAnement L.P.	130 E. 59ttl Street, 1ith Floor, New York, NY 10022
Coastal Investment ManaoemeAt, LLC	130 E. 59th str- 11th Floor, New Yori.
HSEC Custodv NC1T1inees (Australia} Limited	Level 13. 580 Georoe Street :-v. nnev, NSW 2001

::signature

print name Todd Plutsky capacity Director

sign hare ., , . . .. ..:·; -·-·_· _· ·_""'l!,.._d•t.•,.12...1. .o2.....1..1..s.._

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DIRECTIONS

1. lf there are a number of substantial holders with similar or rated relevant int2resls (eg a corporation and im related CQrporations, or th!;! manager and trustee of an equity trus. the names could be inellded in an amexure to the form. U the relevant interests of a group of persons are essentially similar, they may be referred to througtiout the form as a speciflcally named group If the membership of eact, group, with the names arid addresses 0:f members iS clearly set oul in paragraph 6 of the fonn.

2. See the deflnition of "associate" iil s'ecilon 9 of the Corporations Act 2001.

[3) See ltle definition of ''rel.evant lnte rest" in sections 608 and 6718(7) of the Corporatjoos Act 2001.

1. The voling shares of a company constitute one class unless dMded into separate Cla6$es.

   
   

2. -Tt,e person's votes divided by the total VQtes in the hody corporate or scheme multlplied by 100.

   
   

3. lndude detais of:

   
   

4. ariy releva11t reemenl or otner oirc:umstance& be6ause o1which me change, lri relevant l11lt':r"est occurred. If subsootion 6716(4) .ipplies. a copy of any document setting out the terms of any evant agreement, and a statement by U,e person givir,g full and accurate detail:i of any contract, scheme or arrallQement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; ood

   
   

5. any qualification cf the power of a person to exercise, control the 0)(ercise of, or lnftuence lhe exercise of, the voting pawe,rs or disposal ot the

   securities to Which the releva11l interaGt relat.-8 {ind!cating clear1y the particular securities to which the qualltication plies).

   
   

   See the itP.iinffion of "relevant ai:ireement'' In section 9 uf the Q(lrpo-ration Aet 2001.

   
   

6. Detans of the consideration must include any and all benefils, money and other, that any person from whom a televant interest was acquired has, or may, be-come entitled to receive in relation to that acquisition. Details must be included even if ttle benefit is conditional on the happening or not of a contingency. Details must be included cf any benefit paid on behalf of the substantial holder or Its associate ln relation to the .acquisitions, even if they are not paid directly to

the personfrom whom the relevant interest was acquired.




(8)




(9) .




Ifthe substan1ial holder is unable to delennine the identity of the person (eg If the relevant interest arises because of an option} write 'Unknown".




Details of considor.otlon must include any Anrl HU benefits, money and other that any person from whom a relevant Interest was acquired has, or. may become e11Utled to receive in relation to lhat acquisition. Detilils must be induded even if the benelt is oonditional on me nappening or not of ci OOr)dngency. Details mu!!t bo included of any benefit pl'llld on bMe.lf Of the £Ubstantilill hol(ier or Its 1tMl'iUliiale In relation to the aoquiOOns, &fen if they am nnt r,i:iid directly to the person from v.hom tile levant interest was acquired.

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Form 603




"ANNEXURE A"




• This Annexure "A" of one page and referred to in the Form 603 signed and dated 12 February 2016.




· · ·· ·




Todd Plutsky Director




5. Consideration




Tht: 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 whose relevant interest Changed	Date of Change	Nature of Change	Consideration (9)		Class and number of securities		Person's Votes Affected
			cash	non- cash
Coastal Capital International, Ltd. & its Affiliates	Acquired various Dates More than Four Months Prior	Acquired on Market & in Entitlement Offers	$18 849.694.05	Ordinary Common Shares	49,079,963	I 49,079,963
Coastal Capital International, L1d. & its Affiliates	. 12/01/15	Share Reduction by 5 for l Reverse Split	' NIA	Ordinary Conunon Shares	-39,263,971	-39,263,971
· Coastal Capital Intemational, Ltd. & its Affiliates	04/02/16	Acquired on Market	$31,491.65	Ordinary Common Shares	18,342	18,342
Coastal Capital International, Ltd. & i:tS Affiliates	09/02/16	Acquired on Market	$21,975.71	Ordinary COJJUTIOD Shares	14,328	14,328
Coast.al Capital International, Ltd. & its Affiliates	10/02/16	Acquired on Market	$18,708.46	Ordinary Common Shares	12,871	12,871
Coastal Capital International, Ltd, & its Affiliates	11/02/16	Acquired on Market	$62,59.1. 78	Ordinary Common ShHTes	I 42,167	42,167