RCG : Becoming a substantial holder from NAB

Corporations Law Form 603

Form 603

Corporations Act 2001

Notice of initial substantial holder Section 671B

To:Company Name/Scheme

1. Details of substantial shareholder

   Name

   ACN (if applicable)

   
   

   The Secretary RCG Corporation Limited 719 Elizabeth Street Waterloo NSW 2017

   
   

   PH: (02) 8310 0000 Fax: (02) 8310 0066

   
   

   ACN 108 096 251

   
   

   National Australia Bank Limited and its associated entities listed in Annexure A (ACN 004 044 937)

   
   

   The holder became a substantial holder on 14/04/2016

   RCG

   
   

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 had a relevant interest in on the date the substantial holder became a substantial holder are as follows:

   Class of securities	Number of securities	Persons' votes	Voting power
   Fully paid ordinary shares	25,398,107	25,398,107	5.042%

   
   

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	Class and number of securities
   MLC Investments Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes and trusts	Fully paid ordinary shares 5,822,608
   Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of certain managed investment schemes or trusts.	Fully paid ordinary shares 4,568,345
   MLC Limited	Power to control the voting and /or disposal of securities pursuant to its position as superannuation fund administrator for MLC Nominees Limited (which is a superannuation trustee).	Fully paid ordinary shares 110,825
   MLC Wealth Management Limited	Power to exercise voting rights pursuant to position held as the Registrable Superannuation Entity licensee for the superannuation products it issues.	Fully paid ordinary shares 140,799
   National Australia Bank Limited	Relevant interest arising as a result of National Australia Bank Limited having voting power above 20% in Pengana Holdings Pty Ltd who controls Pengana Capital Limited, an investment manager of various unit trusts.	Fully paid ordinary shares 14,755,530
   TOTAL	25,398,107

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 interest	Registered holder of securities	Person entitled to be registered as holder	Class and number of securities
   MLC Investments Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 5,822,608
   Antares Capital Partners Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 4,568,345
   MLC Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 110,825
   MLC Wealth Management Limited	Navigator Australia Limited (ACN 006 302 987)	Fully paid ordinary shares 140,799
   National Australia Bank Limited	BNP Paribas Nominees Pty Limited (ACN 084 150 023)	Fully paid ordinary shares 14,755,530
   TOTAL	25,398,107

   
   

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	Class and number of securities
   Cash	Non-cash	Fully paid ordinary shares
   MLC Investments Limited	17/12/2015	$3,726.46	2,197
   MLC Investments Limited	18/12/2015	$117,006.93	65,367
   MLC Investments Limited	11/01/2016	$4,393.76	2,781
   MLC Investments Limited	13/01/2016	$3,754.42	2,386
   MLC Investments Limited	12/01/2016	$68.33	43
   MLC Investments Limited	20/01/2016	$15,651.90	10,098
   MLC Investments Limited	20/01/2016	$74,391.61	47,759
   MLC Investments Limited	9/02/2016	$1,023,241.72	660,114
   MLC Investments Limited	23/02/2016	$139,443.45	82,976
   MLC Investments Limited	23/02/2016	$1,190,395.80	721,452
   MLC Investments Limited	25/02/2016	$933,207.04	602,400
   MLC Investments Limited	29/02/2016	$459,226.47	305,144
   MLC Investments Limited	29/02/2016	$22,441.26	14,928
   MLC Investments Limited	29/02/2016	$1,105,531.88	735,000
   MLC Investments Limited	29/02/2016	$68,408.25	47,293

   
   

   MLC Investments Limited	1/03/2016	$188,872.14	128,224
   MLC Investments Limited	4/03/2016	$458,088.00	305,392
   MLC Investments Limited	4/03/2016	$22,392.00	14,928
   MLC Investments Limited	4/03/2016	$1,102,500.00	735,000
   MLC Investments Limited	8/03/2016	$120,480.41	73,599
   MLC Investments Limited	16/03/2016	$19,441.47	12,125
   MLC Investments Limited	17/03/2016	$9,042.60	5,615
   MLC Investments Limited	18/03/2016	$48,650.04	30,313
   MLC Investments Limited	22/03/2016	$1,435,150.40	896,969
   MLC Investments Limited	30/03/2016	$2,828.61	1,830
   MLC Investments Limited	31/03/2016	$703.54	450
   MLC Investments Limited	1/04/2016	$2,756.33	1,763
   MLC Investments Limited	4/04/2016	$40,370.81	25,602
   MLC Investments Limited	5/04/2016	$112,989.33	71,268
   MLC Investments Limited	5/04/2016	$16,413.96	10,400
   MLC Investments Limited	6/04/2016	$18,232.96	11,613
   MLC Investments Limited	7/04/2016	$3,995.89	2,582
   MLC Investments Limited	14/04/2016	$187,743.62	128,609
   Antares Capital Partners Limited	9/02/2016	$2,852,004.53	1,839,886
   Antares Capital Partners Limited	23/02/2016	$383,797.19	228,379
   Antares Capital Partners Limited	29/02/2016	$1,271,466.04	844,856
   Antares Capital Partners Limited	4/03/2016	$1,266,912.00	844,608
   Antares Capital Partners Limited	8/03/2016	$370,614.88	226,401
   Antares Capital Partners Limited	5/04/2016	$337,414.28	212,824
   Antares Capital Partners Limited	14/04/2016	$542,157.14	371,391
   MLC Wealth Management Limited	15/12/2015	$2,729.18	1,652
   MLC Wealth Management Limited	17/12/2015	$5,819.53	3,431
   MLC Wealth Management Limited	7/01/2016	$2,884.88	1,821
   MLC Wealth Management Limited	8/01/2016	$2,814.09	1,820
   MLC Wealth Management Limited	11/01/2016	$5,371.73	3,400
   MLC Wealth Management Limited	12/01/2016	$82.62	52

   
   

   MLC Wealth Management Limited	13/01/2016	$6,279.91	3,991
   MLC Wealth Management Limited	15/01/2016	$2,641.82	1,700
   MLC Wealth Management Limited	27/01/2016	$3,666.13	2,288
   MLC Wealth Management Limited	4/02/2016	$2,572.78	1,656
   MLC Wealth Management Limited	10/02/2016	$4,173.71	2,781
   MLC Limited	4/04/2016	$751,422.23	480,142
   MLC Wealth Management Limited	24/03/2016	$4,020.85	2,515
   MLC Wealth Management Limited	24/03/2016	$4,020.85	2,515
   National Australia Bank Limited	04/03/2016	$750,000.00	500,000
   National Australia Bank Limited	15/02/2016	$14,515.95	10,000
   National Australia Bank Limited	26/02/2016	$148,081.40	100,000
   National Australia Bank Limited	29/02/2016	$145,159.50	100,000
   National Australia Bank Limited	29/02/2016	$752,475.00	500,000
   National Australia Bank Limited	29/03/2016	$201,302.11	132,000
   National Australia Bank Limited	29/03/2016	$50,607.86	33,269
   National Australia Bank Limited	11/04/2016	$46,001.17	30,534
   National Australia Bank Limited	12/04/2016	$78,840.29	54,197
   National Australia Bank Limited	12/04/2016	$149,491.70	100,000
   National Australia Bank Limited	13/04/2016	$219,240.90	150,000
   National Australia Bank Limited	13/04/2016	$728,646.63	500,000
   National Australia Bank Limited	14/12/2015 to 14/04/2016 - Securities Lending	No consideration directly referable to the securities provided by NAB.	Refer to Appendix 1 Table

   
   

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
MLC Investments Limited	MLC Investments Limited is a wholly owned subsidiary of MLC Holdings Limited whose ultimate parent is National Australia Bank Limited.
MLC Wealth Management Limited	MLC Wealth Management Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
Antares Capital Partners Limited	Antares Capital Partners Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
MLC Limited	MLC Limited is a wholly owned subsidiary of MLC Holdings Limited whose ultimate parent is National Australia Bank Limited.