BTT: Change in substantial holding from WBC

ca521284-2794-4f0d-830e-b5fd98965cb8.pdf

05 May 2016‌

Group Secretariat Level 20, 275 Kent Street Sydney NSW 2000 Australia Phone +61 (0)2 8219 8990

Facsimile + 61 (0)2 8253 1215 www.westpac.com.au

Market Announcements Office ASX Limited

Exchange Centre, 20 Bridge Street SYDNEY NSW 2000

Dear Sir / Madam

Notice of change of interests of substantial holder

In accordance with section 671B of the Corporations Act 2001 (Cth), we attach a notice of change of interests of substantial holder (Form 604) by Westpac Group (Westpac) in respect of BT Investment Management Limited (BTT).

The change follows completion of the retail component of Westpac's partial sell down of its proprietary shareholding in BTT. This has reduced Westpac's proprietary holding in BTT to 30.0%. For further information see the prospectus dated 22 June 2015 which was lodged with ASIC and ASX on that date.

The 40.59% voting power referenced in the Form 604 includes various technical relevant interests in BTT shares arising as a result of the operation of the various BTT share plans, in respect of which Westpac has no economic or voting interest.

Accordingly, in terms of better informing the market, Westpac wishes to note the following components of its voting power in BTT as detailed in the attached Form 604:

Type of Interest	Number of Ordinary Shares	% of total ordinary Shares (rounded to one decimal place)
Interest other than BTT share plan
WBC Group proprietary holding	90,814,493	29.6%
WBC Group fiduciary holdings	1,179,901	0.4%
WBC total voting power absent BTT share plan	91,994,394	30.0%
BTT share plan related interest
Unallocated	17,321,470	5.7%
Allocated but unvested	8,078,227	2.6%
7,144,894	2.3%
32,544,591	10.6%

Allocated but vested

Voting power attributable to BTT share plan

Yours sincerely,

Tim Hartin

Group Company Secretary

Form 604 Corporations Law Section 671B Notice of change of interests of substantial holder

To Company Name/Scheme BT INVESTMENT MANAGEMENT LIMITED (BTT)

ACN/ARSN ACN 126 385 822

1. Details of substantial holder(1)

   Name WESTPAC BANKING CORPORATION (WBC) and its associated companies

   listed in Annexure ' A'

   ACN/ARSN (if applicable) ACN 007 457 141

   There was a change in the interests of the

   substantial holder on 02/05/2016

   The previous notice was given to the company on 06/11/2015

   The previous notice was dated 04/11/2015

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 in the company or scheme, are as follows:

   Class of securities (4)	Previous Notice		Present Notice
   	Person's votes	Voting Power	Person's votes	Voting Power (5)
   ORDINARY SHARES	124,278,941	41.64%	124,538,985	40.59%

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
   02/05/2016	WBC & its Associates, Asgard Capital Management Limited, Advance Asset Management Limited, Westpac RE Limited, BT Funds Management Limited, BT Investment Management Limited Group Employee Equity Plan Trust, Westpac Financial Services Group Limited, Westpac Financial Services Limited	See Schedule	See Schedule	See Schedule	See Schedule

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	Nature of relevant interest (6)	Number of securities
   Westpac Financial Services Group Limited	Westpac Financial Services Group Limited	Westpac Financial Services Group Limited Registered Holder of Securities. ABN: 50 000 326 312	90,814,493
   Asgard Capital Management Limited	Asgard Capital Management Limited	Asgard Capital Management Limited ABN 92 009 279 592 AFSL 240695 is a custodian and operator of Investor- Directed Portfolio Service (IDPS). Asgard Capital Management Limited is the custodian and operator of Asgard eWrap Investment, Asgard Funds Account, LifeForce eWrap Investment and Personal Choice Private eWrap Investment Account.	40,354
   Advance Asset Management Limited	HSBC Custody Nominees (Australia) Limited	Advance Asset Management Ltd is the responsible entity of various managed investment schemes and also acts as a fund manager.	308,525
   BT Funds Management Limited	BT Portfolio Services Limited	BT Funds Management Limited is the manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.	592,473
   Westpac RE Limited	HSBC Custody Nominees (Australia) Limited.	Westpac RE Limited is the manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.	236,765
   Westpac Financial Services Limited	BT Portfolio Services Limited	Westpac Financial Services Limited is the responsible entity of various managed investment schemes and, in that capacity, can exercise the power to vote or dispose of shares.	1,784
   BT Investment Management (BTIM) Group Employee Equity Plans	Pacific Custodians Pty Limited and Equiniti Trust (Jersey) Limited	Unallocated shares:	17,321,470
   Various employees of the BTIM Group, with no employee having a shareholding	Unvested shares:	8,078,227

   • Pacific Custodians Pty Limited is the trustee of the BTIM Employee Equity Plan Trust

   • Equiniti Trust (Jersey) Limited is the trustee of the BYIM Employee Benefit Trust (Trustees)

   • Shares have been acquired by the Trustees for future allocation to various BTIM Group employees under the rules of the employee equity plans.

   • Shares have been allocated to various BTIM Group employees but are unvested

   • Shares remain subject to certain conditions under the rules of the BTIM employee equity plans

   of 5% or more
   Various employees of the BTIM Group, with no employee having a shareholding of 5% or more	Vested shares, subject to a holding lock:	7,144,894

   • BTIM Group employees become the registered holders of the shares upon allocation

   • BTIM Group employees are entitled to exercise any voting rights in relation to the shares

   • BTIM Group employees are entitled to receive dividends in relation to the shares

   • Shares have been allocated to various employees of BTIM and have vested

   • Shares are subject to a holding lock applied under the rules of the BTIM Employee Equity Plan

   • Employees are the registered holder of these shares

   • Employees are entitled to exercise any voting rights in relation to the shares

   • Employees are entitles to receive dividends in relation to the shares

5. Changes in association

   The persons who have become associates (2) of, or ceased to be associates of, or have changed the nature of their association (9) with, the holder in relation to voting interests in the company or scheme are as follows:

   Name and ACN/ARSN (if applicable)	Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Westpac Banking Corporation (WBC)	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
Asgard Capital Management Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
Advance Asset Management Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
Westpac RE Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
BT Funds Management Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
BT Investment Management Limited Employee Equity Plan Trust	Level 14, 2 Chifley Square, Sydney NSW 2000
Westpac Financial Services Group Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
Westpac Financial Services Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
BT INVESTMENT MANAGEMENT LIMITED (BTT)	The Company Secretary, BT INVESTMENT MANAGEMENT LIMITED (BTT) The Chifley Tower Level 14, 2 Chifley Square SYDNEY NSW 2000 Tel: +612 9220 2000 Fax: +612 9220 2306