BROADSPECTRUM LTD Allens
Deutsche Bank Place
Corner Hunter and Phillip Streets Sy dney NSW 2000 Australia
GPO Box 50
Sy dney NSW 2001 Australia DX 105 Sy dney
T +61 2 9230 4000
F +61 2 9230 5333
www.allens.com.au ABN 47 702 595 758
16 May 2016
Company Secretary Broadspectrum Limited C/- Tony Damian and Rebecca Maslen-Stannage ANZ Tower 161 Castlereagh Street SYDNEY NSW 2000 | Market Announcements Office ASX Limited Level 4 20 Bridge Street Sydney NSW 2000 |
By email: Tony.Damian@hsf.com, Rebecca.Maslen-Stannage@hsf.com | By electronic lodgement |
Dear Sir/Madam
Notification pursuant to section 671B of the Corporations ActWe act for Ferrovial Services Australia Pty Limited (the Bidder), a wholly owned subsidiary of Ferrovial S.A.. We refer to the off-market takeover bid by the Bidder to acquire all of the shares in Broadspectrum Limited (the Target) (the Offer) on the terms set out in the Replacement Bidder's Statement dated 23 December 2015 (as supplemented or amended) (the Bidder's Statement).
We attach an ASIC Form 604 (Notice of change of interests of substantial holder) in relation to a change in relevant interests held by the Bidder as a result of acceptances of the Offer.
Yours faithfully
Richard KriedemannPartner
Attach
Our Ref GDAB:RXKS:120461162
awsp A0136221808v1 120461162 14.5.2016
604 page 2/2 15 July 2001
Form 604Corporations Act 2001 Section 671B
Notice of change of interests of substantial holderTo Company Name/Scheme Broadspectrum Limited ("Broadspectrum")
ACN/ARSN ACN 000 484417
1. Details of substantial holder (1)
Name This notice is giv en by Ferrov ial, S.A. on its own behalf and on behalf of each of its subsidiaries ("Ferrovial") which include Ferrov ial Serv ices Australia Pty Limited ("Bidder") and each of the entities in Annexure A.
ACN/ARSN (if applicable) ACN 609 542 556
There was a change in the interests of the substantial holder on | 13/05/2016 |
The prev ious notice was giv en to the company on | 13/05/2016 |
The prev ious notice was dated | 13/05/2016 |
2. Previous and present voting power |
Class of securities (4) | Prev ious notice | Present notice | ||
Person's v otes | Voting power (5) | Person's v otes | Voting power (5) | |
Fully paid ordinary shares in Broadspectrum ("Broadspectrum Shares") | 451,249,371 | 88.06% (based on 512,457,716 Broadspectrum Shares on issue as at the date of this notice) | 471,738,249 | 92.05% (based on 512,457,716 Broadspectrum Shares on issue as at the date of this notice) |
The total number of v otes attached to all the v oting shares in the company or v oting interests in the scheme that the substantial holder or an associate (2) had a relev ant interest (3) in when last required, and when now required, to giv e a substantial holding notice to the company or scheme, are as f ollows:
Changes in relevant interests
Particulars of each change in, or change in the nature of , a relev ant interest of the substantial holder or an associate in v oting securities of the company or scheme, since the substantial holder was last required to giv e a substantial holding notice to the company or scheme are as f ollows:
Date of change
Person whose relev ant interest changed
Nature of change (6)
Consideration giv en in relation
to change (7)
Class and number of securities af f ected
Person's v otes af f ected
13/05/2016
Ferrov ial (including Bidder)
Acquisition of relev ant interest in Broadspectrum Shares pursuant to, or as a result of , contracts arising upon acceptances of the of f er made by Bidder to acquire Broadspectrum Shares as set out in Bidder's replacement Bidder's Statement dated 23 December 2015 (the "Offer")
A$1.50 per Broadspectrum Share
20,488,878
Broadspectrum Shares
20,488,878
Present relevant interests
Particulars of each relev ant interest of the substantial holder in v oting securities af ter the change are as f ollows:
Holder of relev ant interest
Registered holder of securities
Person
entitled to be
registered
Nature of relev ant interest (6)
Class and number of securities
Person's v otes af f ected
Ferrov ial
Various persons who
Bidder (subject to the contracts
Bidder has a relev ant interest in the
471,738,249
471,738,249
Broadspectrum Shares under ss608(1)(c)
and 608(8) of the Corporations Act as a result of the acceptances of the Of f er.
(including the Bidder)
hav e accepted the Of f er
ref erred to in paragraph 3 abov e)
Ferrov ial (other than Bidder) are taken under s608(3) of the Corporations Act to hav e a deemed relev ant interest (or v oting
Broadspectrum Shares
power) in the Broadspectrum Shares in
which Bidder has a relev ant interest.
Changes in association
The persons who hav e become associates (2) of , ceased to be associates of , or hav e changed the nature of their association (9) with, the substantial holder in relation to v oting interests in the company or scheme are as f ollows:
Name and ACN/ARSN (if applicable)
Nature of association
N/A
Addresses
The addresses of persons named in this f orm are as f ollows:
Name | Address |
Ferrov ial and the other entities set out in Annexure A (other than Bidder) | Ferrov ial, S.A. Calle Principe de Vergara 135, 28002, Madrid, Spain |
Bidder | Lev el 33, 101 Collins Street Melbourne, Victoria, Australia |
Signature | Signed on behalf of Ferrovial | |||
print name | Kate Zorzi | capacity | Company Secretary | |
sign here | date | 16/05/2016 | ||
DIRECTIONS | ||||
(1) | If there are a number of substantial holders with similar or related relev ant 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 f orm. If the relev ant interests of a group of persons are essentially similar, they may be ref erred to throughout the f orm as a specif ically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the f orm. | |||
(2) | See the def inition of "associate" in section 9 of the Corporations Act 2001. | |||
(3) | See the def inition of "relev ant interest" in sections 608 and 671B(7) of the Corporations Act 2001. | |||
(4) | The v oting shares of a company constitute one class unless div ided into separate classes. | |||
(5) | The person's v otes div ided by the total v otes in the body corporate or scheme multiplied by 100. | |||
(6) | Include details of : | |||
(a) any relev ant agreemen of any document settin scheme or arrangemen | t or other circumstances because of which the change in relev ant interest occurred. If subsection 671B(4) applies, a copy g out the terms of any relev ant agreement, and a statement by the person giv ing f ull and accurate details of any contract, t, must accompany this f orm, together with a written statement certif ying this contract, scheme or arrangement; and | |||
(b) any qualif ication of the securities to which the | power of a person to exercise, control the exercise of , or inf luence the exercise of , the v oting powers or disposal of the relev ant interest relates (indicating clearly the particular securities to which the qualif ication applies). | |||
See the def inition of "relev ant agreement" in section 9 of the Corporations Act 2001. | ||||
(7) | Details of the consideration must include any and all benef its, money and other, that any person f rom whom a relev ant interest was acquired has, or may, become entitled to receiv e in relation to that acquisition. Details must be included ev en if the benef it is conditional on the happening or not of a contingency . Details must be included on any benef it paid on behalf of the substantial holder or its associate in relation to the acquisitions, ev en if they are not paid directly to the person f rom whom the relev ant interest was acquired. | |||
(8) | If the substantial holder is unable to determine the identity of the person (eg. if the relev ant interest arises because of an option) write "unknown'". | |||
(9) | Giv e details, if appropriate, of the present association and any change in that association since the last substantial holding notice. | |||
604 GUIDE page 1/1 13 March 2000
This is Annexure "A" of 11 pages (including this page) referred to in the accompanying Form 604.
Signature on behalf of Ferrovial | |||
print name | Kate Zorzi | capacity | Company Secretary |
sign here | date | 16/05/2016 | |
FERROVIAL CONTROLLED ENTITIES
Each of the entities controlled by Ferrovial S.A., including Bidder, Ferrovial Services Consolidated Pty Ltd, Ferrovial Services UK Ltd and each of the following entities:
CORPORATE | ||
Company | Parent | % of ownership |
SPAIN | ||
Ferrovial Internacional, S.L.U. | Ferrov ial, S.A. | 100% |
Ferrovial Inversiones, S.A. | Ferrov ial, S.A. | 100% |
Betonial, S.A. | Ferrov ial, S.A. | 99% |
Burety, S.L.U. | Ferrov ial, S.A. | 100% |
Can-Am, S.A. (Sole-Shareholder Company) | Ferrov ial, S.A. | 100% |
Frin-Gold, S.A. | Ferrov ial, S.A. | 99% |
Inversiones Trenza, S.A. | Ferrov ial, S.A. | 100% |
Promotora Ibérica de Negocios, S.A. | Ferrov ial, S.A. | 99% |
Ferrovial Aeropuertos España, S.A. | Ferrov ial, S.A. | 99% |
Ferrovial Emisiones, S.A. | Ferrov ial, S.A. | 99% |
Triconitex, S.L. | Ferrov ial, S.A. | 100% |
Ferrofin, S.L. | Ferrov ial, S.A. | 77% |
Ferrovial Corporación, S.A. | Ferrov ial, S.A. | 100% |
Autovía de Aragón Sociedad Concesionaria, S.A. | Ferrov ial, S.A. | 15% |
Cintra Infraestructuras, S.A.U. | Ferrov ial, S.A. | 100% |
Ferrovial Servicios, S.A. | Ferrov ial, S.A. | 100% |
Ferrovial FISA, S.L. | Ferrov ial, S.A. | 100% |
Grimalinvest, S.L. | Ferrov ial, S.A. | 100% |
UNITED KINGDOM | ||
Ferrocorp UK Limited | Ferrov ial, S.A. | 100% |
IRELAND | ||
Alkes Reinsurance Ltd. | Ferrov ial, S.A. | 100% |
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