28 July 2017

Australian Securities Exchange Attention: ASX Market Announcements

BY ELECTRONIC LODGEMENT

Dear Sir / Madam

Form 605 Notice of ceasing to be a substantial holder - Ruralco Holdings Limited (ASX: RHL)

Please find attached a notice of ceasing to be a substantial holder for Ruralco Holdings Limited.

The technical relevant interest that Brickworks Limited had in the Company arose as a result of its shareholding in Washington H. Soul Pattinson and Company Limited.

Yours faithfully BRICKWORKS LIMITED‌

SUSAN LEPPINUS COMPANY SECRETARY‌

Form 605‌ Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder

To Company Name/Scheme Ruralco Corporation Limited

ACN/ARBN ACN 009 660 879

  1. Details of substantial holder (1)

    Name Brickworks Limited

    ACN/ARSN (if applicable) ACN 000 028 526

    The holder ceased to be a substantial holder on

    26 / 07 / 2017

    The previous notice was given to the company on

    22 / 06 / 2017

    The previous notice was dated

    22 / 06 / 2017

  2. Changes in relevant interests [ SEE NOTE 1 ]

    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 voted affected

    26 / 07 / 2017

    Washington H. Soul Pattinson & Company Limited (WHSP)

    Sale

    $22,661,619

    Ordinary

    -7,405,758

    -7,405,758

  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

Brickworks Limited

738-780 Wallgrove Rd Horsley Park NSW 2175

WHSP

Level 1, 160 Pitt Street Mall, Sydney NSW 2000

Note

Signature

print name Susan Leppinus capacity Company Secretary

sign here date 28 July 2017 NOTE 1: The relevant interest that Brickworks Limited (Brickworks) held in Ruralco Holdings Limited ("Company") arose by virtue of the operation of the provisions of section 608(3)(a) of the Corporations Act. That section provides that a person will be deemed to hold a relevant interest in any securities that a body corporate has a relevant interest in where the person's voting power in that body corporate is above 20%. Brickworks has voting power in Washington H. Soul Pattinson & Company Limited ("WHSP") of 42.72%. As such, Brickworks is deemed to have a relevant interest in securities of the Company that WHSP has a relevant interest in. Brickworks has had voting power in WHSP above 20% since 1972.

DIRECTIONS

  1. 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 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.

  2. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

  3. See the definition of "associate" in section 9 of the Corporations Act 2001.

  4. Include details of:

(a)

any relevant agreement or other circumstances because of which the change in relevant interest occurred. If 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

(b)

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 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.

  1. Details of the consideration must include any and all benefits, money and other, that any person from whom a 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.

  2. The voting shares of a company constitute one class unless divided into separate classes.

  3. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Ruralco Holdings Limited published this content on 27 July 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 27 July 2017 23:57:06 UTC.

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