Ashurst Australia Level 11
5 Martin Place
Sydney NSW 2000 Australia
28 July 2017 GPO Box9938
Sydney NSW 200 1 Australia
BY ELECTRONIC LODG EM ENTMr Paul Morris
General Counsel and Company Secretary Spotless Group Holdings Limited
549 St Kilda Rd Melbourne, VIC 3004
c/o Mr Craig Semple and Mr Nirangjan Nagarajah Gilbert + Tobin
The Manager
Company Announcements ASX Limited
Exchange Centre 20 Bridge Street
Sydney NSW 2000
Dear Sir/Madam
Notice of change of relevant interests of substantial holderTel +61 2 9258 6000
Fax +61 2 9258 6999
DX 388 Sydney www .ashurst .com
We act for Downer EDI Services Pty Limited (Downer Services), a wholly owned subsidiary of Downer EDI Limited (ASX:DOW) in relation to its off-market takeover offer for all of the ordinary shares in Spotless Group Holdings Limited (ACN 154 229 562) (Spotless) that it does not already own (the Offer) on the terms set out in the bidder's statement dated 21 March 2017, as replaced by the replacement bidder's statement dated 10 April 2017 and supplemented by the second supplementary bidder's statement dated 3 May 2017, third supplementary bidder's statement dated 19 June 2017, fourth supplementary bidder's statement dated 11 July 2017, fifth supplementary bidder's statement dated 18 July 2017 and the notices of extension dated 22 May 2017, 2 June 2017, 27 June 2017, 11 July 2017 and 18 July 2017 (the Bidder's Statement).
In accordance with section 671B{ )(b) of the Corporations Act 2001 (Cth), we enclose an ASIC Form 604 (Notice of change of interests of substantial holder) in relation to the change in relevant interests held by Downer Services. As set out in the enclosed Form 604, Downer Services has a relevant interest in 74.5050/o in the issued share capital of Spotless.
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Ashurst AustraliaAshurst Australia (ABN 75 304 286 095) is a general partnership constituted under the laws of the Australian Capital Territory and is part of the Ashurst Group.
246596661 .01
Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holderTo Company Name/Scheme Spotless Group Holdings Limited
ACN/ARSN ACN 154 229 562-
Details of substantial holder (1)
Name Downer EDI Limited (Downer) and each of the entities set out in Annexure A
ACN/ARSN (if applicable) ACN 003 872 848
This notice is given by Downer on behalf of itself, Downer EDI Services Pty Ltd ACN 137 732 042 (Downer Services)
and each of the entities set out in Annexure A (each a Downer Group Company and together, the Downer Group).
There was a change in the interests of the substantial holder on
271 07 12017
The previous notice was given to the company on
26 / 07 / 2017
The previous notice was dated
26/ 07 / 2017
- Previous and present voting power
Class of securities (4) | Previous notice | Present notice | ||
Person's votes | Voting power (5) | Person's votes | Voting power (5) | |
Fully paid ordinary shares (Shares) | 753,787,877 | 68.387% | 821,219 ,070 | 74.505% |
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:
3. Changes In relevant interests
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 |
27 I 07 / 2017 | Downer Services, Downer and each Downer Group Company | Acquisition of relevant interest in Shares pursuant to contracts arising as a result of acceptances of the takeover offer made by Downer Services to acquire Shares (the Offer) as set out in the Replacement Bidder's Statement dated 10/04/2017 (as supplemented) (Offer Acceptance Contracts). | $1.15 per Share | 66,280,797 Shares | 66,280,797 |
27 I 07 / 2017 | Downer Services, Downer and each Downer Group Company | Entry into contracts for the purchase of Shares on market that are yet to settle (On-market Acquisition Contracts). | $1.15 per Share | 1,150,396 Shares | 1,150,396 |
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 :
4. Present relevant InterestsParticulars 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 |
Downer Services | Downer Services | Not applicable | Downer Services has a relevant interest under s608( 1) of the Corporations Act 2001 (Cth) (Corporations Act) as registered holder of the Shares. | 749,745,991 Shares | 749,745 ,991 |
Name and ACN/ARSN (if applicable) | Nature of association |
N/A | N/A |
Downer | Downer Services | Not applicable | Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services. | 749,745,991 Shares | 749,745 ,991 | ||
Each Dower Group Company (see Annexure A) | Downer Services | Not applicable | Each Downer Group Company has a relevant interest in the Shares by virtue of s 608(3)(a) of the Corporations Act, by reason of having voting power (through the relevant interests of its associate, Downer) above 20% in Downer Services. | 749,745,991 Shares | 749,745,991 | ||
Downer Services | Various offerees who have accepted the Offer referred to in paragraph 3. | Downer Services (subject to the Offer Acceptance Contracts referred to in paragraph 3). | Downer Services has a relevant interest in Shares under ss 608( 1)(c) and 608(8) of the Corporations Act as a result of acceptances of the Offer. | 70,322,683 Shares | 70,322,683 | ||
Downer | Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services. | 70,322,683 Shares | 70,322,683 | ||||
Each Dower Group Company (see Annexure A) | Each Downer Group Company has a relevant interest in the Shares by virtue of s 608(3)(a) of the Corporations Act, by reason of having voting power (through the relevant interests of its associate, Downer) above 20% in Downer Services. | 70,322,683 Shares | 70,322,683 | ||||
Downer Services | Various vendors who have entered into the On-market Acquisition Contracts. | Downer Services (subject to the On-market Acquisition Contracts). | Downer Services has a relevant interest in Shares under s 608( 1Xc) and s608(8) of the Corporations Act by reason of being the purchaser of Shares pursuant to on-market trades that are vet to settle. | 1,150,396 Shares | 1,150,396 | ||
Downer | Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services. | 1,150,396 Shares | 1,150,396 | ||||
Each Dower Group Company (see Annexure A) | Each Downer Group Company has a relevant interest in the Shares by virtue of s 608(3)(a) of the Corporations Act, by reason of having voting power (through the relevant interests of its associate, Downer) above 20% in Downer Services. | 1, 150,396 Shares | 1,150,396 | ||||
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: The addresses of persons named in this form are as follows: Name Address Downer, Downer Services and each 'Triniti Ill Triniti Business Campus' Level 2 39 Delhi Road, North Ryde NSW 2113 Downer Group Company |
Signature print name sign here | Peter John Tompkins capacity Company Secretary |
date 28/07 /2017 | |
DIRECTIONS
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. |
Spotless Group Holdings Limited published this content on 28 July 2017 and is solely responsible for the information contained herein.
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