Sedgman : CIM Change in substantial holding from CIMIC

Microsoft Word - 15 FORM 604 SDM off market takeover 02 Mar 2016

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Sedgman Limited (SDM)

ACN/ARSN 088 471 667

1. Details of substantial holder (1)

   Name i) CIMIC Group Investments Pty Ltd (CGI) (formerly Leighton Holdings Investments Pty Ltd)

   
   

2. CIMIC Group Limited (CIMIC) (formerly Leighton Holdings Limited)

   
   

3. Each of CIMIC's controlled entities as set out in Annexure "A" excluding CGI (CIMIC Controlled

   Entities)

   
   

4. HOCHTIEF AG (HOCHTIEF) and its subsidiaries

   
   

5. Actividades de Construcción y Servicios, SA and its Group subsidiaries (ACS)

   
   

   
   

   ACN/ARSN (if applicable) CGI:126 876 953

   
   

   CIM: 004 482 982

   
   

   There was a change in the interests of the substantial holder on

   01/03/2016

   
   

   
   

   The previous disclosure was given to the

   company on01/03/2016

   
   

   The previous disclosure was dated 01/03/2016

   
   

   
   

6. Previous and present voting power

   
   

   Class of securities (4)	Previous disclosure		Present notice
   	Person's votes	Voting power (5)	Person's votes	Voting power (5)
   Ordinary shares	155,671,347	65.7524%	161,010,422	68.0075%

   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:

7. 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
   01/03/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	Increase in relevant interest as a result of CGI's receipt of acceptances to its takeover offer dated 8 February 2016 (Takeover Offer)	The offer price under the Takeover Offer.	5,107,972 Ordinary Shares	5,107,972
   01/03/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	On-market purchase	$218,392.34	231,103 Ordinary Shares	231,103

   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:

8. 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
   CGI	CGI	CGI	Registered holder	161,010,422 Ordinary shares	161,010,422
   CIMIC and CIMIC Controlled Entities (see Annexure A)	CGI	CGI	Relevant interest under section 608(3) of the Corporations Act.	161,010,422 Ordinary shares	161,010,422
   HOCHTIEF and its subsidiaries	CGI	CGI	Relevant interest under section 608(3) of the Corporations Act.	161,010,422 Ordinary shares	161,010,422
   ACS	CGI	CGI	Relevant interest under section 608(3) of the Corporations Act.	161,010,422 Ordinary shares	161,010,422

   
   

9. 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
   Not applicable	Not applicable

   
   

10. Addresses

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




Name	Address
CGI	472 Pacific Highway, St Leonards, NSW 2065
CIMIC and CIMIC Controlled Entities	472 Pacific Highway, St Leonards, NSW 2065
HOCHTIEF AG and its subsidiaries	Opernplatz 2, 45128 Essen, Germany
ACS	Avda. Pio nº102, 28036 Madrid, Spain




Signature







print name LOUISE GRIFFITHS capacity COMPANY SECRETARY, CGI




sign here date 02/03/2016







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:

   
   

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 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.

10. 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'".

    
    

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