Westpac Banking : CVO: Change in substantial holding from WBC

Form 604

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme COVER-MORE GROUP LIMITED (CVO)

ACN/ARSN ACN 166 776 334

1. Details of substantial holder(1)

   
   

   Name WESTPAC BANKING CORPORATION (WBC) and its associated entities listed

   in Annexure 'B'

   
   

   ACN/ARSN (if applicable) ACN 007 457 141

   
   

   There was a change in the interests of the

   substantial holder on 10/03/2016

   
   

   The previous notice was given to the company on 08/02/2016

   
   

   The previous notice was dated 04/02/2016

   
   

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 (5)	Person's votes	Voting Power (5)
   ORDINARY SHARES	27,213,091	8.56%	31,288,209	9.85%

   
   

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
   10/03/2016	WBC & its Associates, BT Funds Management Limited, Westpac Financial Services Limited, BT Funds Management No.2 Limited, Advance Asset Management Limited, BT Investment Management (Institutional) Limited, BT Investment Management (Fund Services) Limited	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'

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	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and Number of securities	Person's votes
   Advance Asset Management Limited	HSBC Custody Nominees (Australia) 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.	5,489,044, Ordinary	5,489,044
   BT Funds Management Limited	HSBC Custody Nominees (Australia) Limited. BT Portfolio Services Limited	HSBC Custody Nominees (Australia) 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.	124,934, Ordinary	124,934
   BT Funds Management No.2 Limited	HSBC Custody Nominees (Australia) Limited.	HSBC Custody Nominees (Australia) Limited.	BT Funds Management No 2 Limited is or may be 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.	1,947,800, Ordinary	1,947,800
   BT Investment Management (Fund Services) Limited	HSBC Custody Nominees (Australia) Limited.	HSBC Custody Nominees (Australia) Limited. BT Portfolio Services Limited	BT Investment Management (Fund Services) Limited is the responsible entity of various managed investment schemes and, in that capacity, can exercise the power to vote or dispose of the shares.	14,540,766, Ordinary	14,540,766
   BT Investment Management (Institutional) Limited	Australia and New Zealand Banking Group Limited JP Morgan Chase Bank National Australian Custodian Services	HSBC Custody Nominees (Australia) Limited. BT Portfolio Services Limited Australia and New Zealand Banking Group Limited	BT Investment Management (Institutional) Limited (previously known as BT Investment Management (RE) Limited) is the fund manager of various superannuation	7,342,645, Ordinary	7,342,645

   
   

   National Australia Bank Limited	JP Morgan Chase Bank National Australian Custodian Services National Australia Bank Limited	funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.
   Westpac Financial Services Limited	HSBC Custody Nominees (Australia) Limited.	HSBC Custody Nominees (Australia) 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.	1,843,020, Ordinary	1,843,020

   
   

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 substantial 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
BT Funds Management 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 Funds Management No.2 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
BT Investment Management (Institutional) Limited	Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW 2000
BT Investment Management (Fund Services) Limited	Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW 2000
COVER-MORE GROUP LIMITED (CVO)	The Company Secretary, COVER-MORE GROUP LIMITED (CVO) Level 2, 60 Miller Street NORTH SYDNEY NSW 2060 Tel: +61 2 8907 5301

Signature

Print name Tim Hartin Capacity Company Secretary

Sign here Date 14/03/2016

DIRECTIONS

1. If there are a number of substantial holders with similar or related relevant interests (e.g. 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 6 of the form.

   
   

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

   
   

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

   
   

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

   
   

5. The person's votes divided by the total votes in the body corporate scheme multiplied by 100.

   
   

6. Include details of:

7. 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

   
   

8. 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.

   
   

9. 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.

   
   

10. If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write "unknown".

    
    

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