Broadspectrum : Notice of change of interests in IAF and substantial holding

13c234f2-1e33-48f8-bcaf-a542a15726f2.pdf

Allens

Deutsche Bank Place

Corner Hunter and Phillip Streets Sydney NSW 2000 Australia

T +61 2 9230 4000

F +61 2 9230 5333

GPO Box 50

Sydney NSW 2001 Australia DX 105 Sydney

www.allens.com.au ABN 47 702 595 758

2 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 Act

We 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) and the institutional acceptance facility established by the Bidder (the Facility) on the terms set out in Eighth Supplementary Bidder's Statement dated 6 April 2016 which supplements the Replacement Bidder's Statement dated 23 December 2015 (as otherwise 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.

Since the previous notice given in relation to the Facility dated 29 April 2016, the aggregate (after deducting any withdrawals of acceptances or acceptance instructions) of:

• the number of Target shares in respect of which the Bidder has received acceptance instructions under the Facility as at 7pm (Sydney time) on 29 April 2016 (in the form of acceptance forms and/or directions to custodians to accept the Offer); and

• the number of Target shares in which the Bidder has a relevant interest, has changed from 31.21% to 59.26% of Target shares on issue.

The following table shows separately and in aggregate the change in those two categories.

Number of Target shares		% of Target shares
Previous notice	Current notice	Previous notice	Current notice
Shares subject to the Facility	116,537,794	111,252,191	22.74%	21.71%
Relevant interest	43,378,416	192,415,560	8.46%	37.55%
Total	159,916,210	303,667,751	31.21%	59.26%

Our Ref GDAB:RXKS:120461162

awsp A0136134971v1 120461162 2.5.2016

Shares which are the subject of the Facility do not at this stage constitute formal acceptances of the Offer (and may be withdrawn). Accordingly, the Target shares in which the Bidder has relevant interests (as set out in the table above and reported in the attached ASIC Form 604) do not include the Target shares which are the subject of the Facility. Further details regarding the Facility including preconditions to the facility operator releasing the facility acceptances can be found in the Eighth Supplementary Bidder's Statement dated 6 April 2016.

The Bidder reminds Target shareholders that unless the Bidder achieves acceptances in respect of more than 50.01% of all Target shares (including under the Facility) by 7 p.m. (Sydney time) on 2 May 2016 or the Offer is otherwise extended in accordance with the Corporations Act, the Offer will lapse and Target shareholders will no longer be able to accept the Offer, all acceptances received under the Offer will be of no effect, and no Offer consideration will be paid.

Yours faithfully

Richard Kriedemann

Partner

Attach

awsp A0136134971v1 120461162 2.5.2016 page 2

604 page 2/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Broadspectrum Limited ("Broadspectrum")

ACN/ARSN ACN 000 484 417

1. Details of substantial holder (1)

Name This notice is given by Ferrovial, S.A. on its own behalf and on behalf of each of its subsidiaries ("Ferrovial") which include Ferrovial Services 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	29/04/2016
The previous notice was given to the company on	29/04/2016
The previous notice was dated	29/04/2016
2. 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 in Broadspectrum ("Broadspectrum Shares")	43,378,416	8.46% (based on 512,457,716 Broadspectrum Shares on issue as at the date of this notice)	192,415,560	37.55% (based on 512,457,716 Broadspectrum Shares on issue as at the date of this notice)

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:

1. 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
   28/04/2016	Ferrovial (including Bidder)	Acquisition of relevant interest in Broadspectrum Shares pursuant to, or as a result of, contracts arising upon acceptances of the offer 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	149,037,144 Broadspectrum Shares	149,037,144

   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:

2. 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	Nature of relevant interest (6)	Class and number of securities	Person's votes affected
   Ferrovial	Various persons who	Bidder (subject to the contracts	Bidder has a relevant interest in the	192,415,560	192,415,560
   			Broadspectrum Shares under ss608(1)(c)
   			and 608(8) of the Corporations Act as a result of the acceptances of the Offer.
   (including the Bidder)	have accepted the Offer	referred to in paragraph 3 above)	Ferrovial (other than Bidder) are taken under s608(3) of the Corporations Act to have a deemed relevant interest (or voting	Broadspectrum Shares
   			power) in the Broadspectrum Shares in
   			which Bidder has a relevant interest.

3. Changes in association

   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:

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

4. Addresses

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

Name	Address
Ferrovial and the other entities set out in Annexure A (other than Bidder)	Ferrovial, S.A. Calle Principe de Vergara 135, 28002, Madrid, Spain
Bidder	Level 33, 101 Collins Street Melbourne, Victoria, Australia

Signature		Signed on behalf of Ferrovial
print name		Kate Zorzi	capacity	Company Secretary
sign here			date	02/05/2016
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 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 or scheme multiplied by 100.
(6)	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 securities to which the r	power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the elevant 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.
(7)	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 on 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.
(8)	If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'".
(9)	Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.