Notice of ceasing to be a substantial holder
605 Page 1 of 2
Form 605
Corporations Act 2001
Section 671B
Notice of ceasing to be a substantial holder
To Company Name/Scheme Ventia Services Group Limited
ACN/ARSN/ABN 53 603 253 541
1. Details of substantial holder (1)
Name JPMorgan Chase & Co. and its affiliates
ACN/ARSN (if applicable) NA
2. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 (4)
Consideration
given in
relation to
change (5)
Class (6) and
number of
securities
affected
Person's
votes
affected
See
Appendix
J.P. MORGAN
SECURITIES
PLC
Holder of securities subject to an obligation to
return under a securities lending agreement
See
Appendix
300,000
(Ordinary)
300,000
(Ordinary)
See
Appendix
J.P. MORGAN
SECURITIES
PLC
Purchase and sales of securities in its capacity
as Principal/Proprietary
See
Appendix
145,414
(Ordinary)
145,414
(Ordinary)
See
Appendix
J.P. MORGAN
SECURITIES
AUSTRALIA
LIMITED
Purchase and sales of securities in its capacity
as Principal/Proprietary
See
Appendix
2,833,307
(Ordinary)
2,833,307
(Ordinary)
See
Appendix
J.P. MORGAN
SECURITIES
AUSTRALIA
LIMITED
J.P. Morgan Securities Australia Limited ceases
to hold a relevant interest in the securities under
the Block Trade Agreement between J.P.
Morgan Securities Australia Limited and CIMIC
Group Investments No.3 Pty Limited Ltd. and AIF
VIII Singapore Pte Ltd.. dated 04 May 2023 on
settlement of transactions contemplated under
that block trade agreement pursuant to section
608(8) of the Corporations Act 2001 (Cth)
See
Appendix
75,471,698
(Ordinary)
75,471,698
(Ordinary)
3. Changes in association
The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) 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
J.P. MORGAN SECURITIES PLC
JPMORGAN CHASE & CO
J.P. MORGAN SECURITIES AUSTRALIA LIMITED
JPMORGAN CHASE & CO
The holder ceased to be a substantial holder on
06/09/2023
The previous notice was given to the company on
05/09/2023
The previous notice was dated
01/09/2023
605 Page 2 of 2
4. Addresses
The addresses of persons named in this form are as follows:
Name Address
JPMorgan Chase & Co. 383 Madison Avenue, New York, New York, NY, 10179, United States
J.P. MORGAN SECURITIES PLC
25 Bank Street, Canary Wharf, London, E14 5JP, England
J.P. MORGAN SECURITIES AUSTRALIA LIMITED LEVEL 18, 83-85 CASTLEREAGH STREET, SYDNEY, NSW 2000, Australia
Signature
print name S. Seshagiri Rao capacity Compliance Officer
sign here
date
08/09/2023
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 4 of the form.
(2) S ee the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(3) S ee the definition of "associate" in section 9 of the Corporations Act 2001.
(4) 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 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.
(5) D a
o
a
etails of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was cquired has, or may,
become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional n the happening or not of a contingency.
Details must be included of any benefit paid on behalf of the substantial holder or its ssociate in relation to the acquisitions, even if they are not paid
directly to the person from whom the relevant interest was acquired.
(6) T he voting shares of a company constitute one class unless divided into separate classes.
(7) G ive details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
TRADES FOR RELEVANT PERIODAppendix
Transaction DateEntityProduct TypeType of TransactionQuantityPrice (AUD)Consideration
Balance at start of relevant period82,232,688
04-Sep-23J.P. MORGAN SECURITIES PLCEquitySell(49) 2.74134.26$
04-Sep-23J.P. MORGAN SECURITIES PLCEquityBuy49 2.74134.26$
04-Sep-23J.P. MORGAN SECURITIES PLCEquityBorrow300,000 - -$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy42,745 2.72116,225.24$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy11,152 2.7330,436.93$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy566,038 2.651,500,000.70$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(106,482) 2.74291,683.27$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy1,102 2.733,006.57$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(2,284) 2.746,248.59$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy319,579 2.68857,967.99$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy377,358 2.65999,998.70$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(267,421) 2.75735,407.75$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(319,579) 2.75878,842.25$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy35,449 2.6694,319.54$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(5,998) 2.7516,468.62$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy1,440,592 2.653,823,295.15$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy325,151 2.65862,942.63$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy444,140 2.651,178,736.46$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy68,000 2.65180,470.30$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy1,167 2.743,197.58$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy27,325 2.7675,417.00$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(2,066) 2.745,660.84$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(24,916) 2.7568,519.00$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(5,415) 2.7314,799.27$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy16,810 2.7546,164.58$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy25,462 2.7169,115.71$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy49 2.75134.75$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy16 2.6742.72$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(49) 2.75134.75$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy566,038 2.651,502,250.70$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(566,038) 2.651,500,000.70$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy377,358 2.651,001,498.70$
04-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(377,358) 2.65999,998.70$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(11,203) 2.7230,433.23$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(158,268) 2.75435,859.94$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(16,345) 2.7244,458.40$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(443) 2.761,222.68$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(49,662) 2.72135,080.64$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(50,006) 2.72136,016.32$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(52,458) 2.76144,536.43$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(60) 2.72163.20$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy500,000 2.781,387,500.00$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy3,500 2.769,660.00$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(1,185) 2.733,235.05$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy18,010 2.7449,330.92$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(118,551) 2.76327,044.04$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(2,155) 2.745,906.36$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy12,359 2.7233,595.64$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(141) 2.76389.16$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(293) 2.74802.82$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy499 2.721,357.28$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(60,612) 2.74165,835.70$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy165 2.72448.80$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(593) 2.771,641.13$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy554 2.741,517.96$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy649 2.791,810.71$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(1) 2.722.72$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(554) 2.741,517.96$
05-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(95) 2.74260.30$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityAdjustment1,955 - -$
06-Sep-23J.P. MORGAN SECURITIES PLCEquityBuy289,216 2.69777,991.04$
06-Sep-23J.P. MORGAN SECURITIES PLCEquitySell(1,258) 2.703,392.86$
06-Sep-23J.P. MORGAN SECURITIES PLCEquitySell(14,283) 2.7038,548.43$
06-Sep-23J.P. MORGAN SECURITIES PLCEquitySell(16,260) 2.7043,860.34$
06-Sep-23J.P. MORGAN SECURITIES PLCEquitySell(2,329) 2.706,288.30$
06-Sep-23J.P. MORGAN SECURITIES PLCEquitySell(249) 2.69669.81$
06-Sep-23J.P. MORGAN SECURITIES PLCEquitySell(404) 2.701,090.80$
06-Sep-23J.P. MORGAN SECURITIES PLCEquitySell(5,643) 2.6915,206.89$
06-Sep-23J.P. MORGAN SECURITIES PLCEquitySell(588) 2.701,587.60$
06-Sep-23J.P. MORGAN SECURITIES PLCEquitySell(6,081) 2.6916,375.46$
06-Sep-23J.P. MORGAN SECURITIES PLCEquitySell(6,136) 2.7016,567.20$
06-Sep-23J.P. MORGAN SECURITIES PLCEquitySell(80,693) 2.70217,628.54$
06-Sep-23J.P. MORGAN SECURITIES PLCEquitySell(9,878) 2.7026,629.34$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(1,273) 2.703,430.74$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(1,990) 2.705,373.00$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(205,808) 2.69553,705.84$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(2,557) 2.706,891.12$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(294) 2.70792.33$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(30,947) 2.7284,045.03$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(4,417) 2.7011,903.82$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(487) 2.711,317.34$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(526) 2.701,417.57$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(6,944) 2.7018,714.08$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(7,482) 2.7020,201.40$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(8,520) 2.7022,961.56$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(913) 2.702,465.10$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(93,702) 2.71253,973.37$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy250,000 2.71676,250.00$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy250,000 2.77691,250.00$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy105,038 2.70284,090.61$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(5,821) 2.7015,744.44$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(1,314) 2.713,565.45$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy10,120 2.7027,373.20$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(302,464) 2.70815,995.85$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(2,155) 2.715,831.23$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(66,844) 2.72181,815.68$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy1,422 2.693,828.85$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy48,743 2.70131,642.36$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(593) 2.721,612.96$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy5,414 2.7114,652.80$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy2 2.705.40$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(77,789) 2.71210,665.06$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy24,190 2.7165,479.98$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy4,000 2.7010,817.22$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(26,201) 2.6970,480.69$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy2,577 2.696,932.13$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(195) 2.72530.40$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(99) 2.71268.29$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy195 2.72530.40$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquityBuy622 2.691,673.18$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(2,577) 2.696,932.13$
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquitySell(95) 2.72258.40$
1/2
TRADES FOR RELEVANT PERIODAppendix
06-Sep-23J.P. MORGAN SECURITIES AUSTRALIA LIMITEDEquity
J.P. Morgan Securities Australia
Limited ceases to hold a relevant
interest in the securities under the
Block Trade Agreement between
J.P. Morgan Securities Australia
Limited and CIMIC Group
Investments No.3 Pty Limited Ltd.
and AIF VIII Singapore Pte Ltd..
dated 04 May 2023 on settlement
of transactions contemplated
under that block trade agreement
pursuant to section 608(8) of the
Corporations Act 2001 (Cth)(75,471,698) NANA
Balance at end of relevant period10,039,711
2/2
Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial
shareholding notice filed with ASX.
Date: 08-Sep-2023
Company’s name: VENTIA SERVICES GROUP PTY LTD
ISIN: AU0000184459
Date of change of
relevant
interests:
06-Sep-2023
Schedule
Type of agreement
Overseas Securities Lender’s Agreement (“OSLA”)
Parties to
agreement
The Bank of New York Mellon Corporation (formerly known as The Bank of New York) (acting
as agent) (“lender”), J.P. Morgan Securities Plc (“borrower”)
Transfer date
Settlement Date:
30-Aug-2023
01-Sep-2023
04-Sep-2023
Holder of voting
rights
Borrower
Are there any
restriction on
voting rights
Yes
If yes, detail
The borrower undertakes to use its best endeavours to arrange for the voting rights to be
exercised in accordance with the instructions of the lender, provided that the lender uses its
best endeavours to notify the borrower of its instructions in writing no later than 7 business
days prior to the date upon which such votes are exercisable or as otherwise agreed between
the parties. This undertaking is set out in clause 4(B)(ii) of the standard form OSLA.
Scheduled return
date (if any)
None
Does the borrower
have the right to
return early?
Yes
If yes, detail
Borrower has right to return all and any equivalent securities early at any time in accordance
with the lender’s instructions.
Does the lender
have the right to
recall early?
Yes
If yes, detail
Lender has right to recall all or any equivalent securities at any time by giving notice on any
business day of not less than the standard settlement time for such equivalent securities on the
exchange. The borrower must return the securities not later than the expiry of such notice in
accordance with the lender’s instructions.
Will the securities
be returned on
settlement?
Yes
If yes, detail any
exceptions
No exceptions
Statement
If requested by the company to whom the prescribed form must be given, or if requested by
ASIC, a copy of the agreement will be given to that company or ASIC.
Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial
shareholding notice filed with ASX.
Date: 08-Sep-2023
Company’s name: VENTIA SERVICES GROUP PTY LTD
ISIN: AU0000184459
Date of change of
relevant interests:
06-Sep-2023
Schedule
Type of agreement
Overseas Securities Lender's Agreement ("OSLA")
Parties to agreement J.P. Morgan Securities Plc ("borrower") and Citibank N.A. acting as Agent ("lender")
Transfer date
Settlement date:
5-Sep-2023
Holder of voting rights Borrower
Are there any
restriction on voting
rights
Yes
If yes, detail
The borrower undertakes to use its best endeavours to arrange for the voting rights to be
exercised in accordance with the instructions of the lender, provided that the lender uses
its best endeavours to notify the borrower of its instructions in writing no later than 7
business days prior to the date upon which such votes are exercisable or as otherwise
agreed between the parties. This undertaking is set out in clause 4(B)(vi) of the standard
form OSLA.
Scheduled return date
(if any)
None
Does the borrower
have the right to
return early?
Yes
If yes, detail
Borrower has right to return all and any equivalent securities early at any time in
accordance with the lender’s instructions.
Does the lender have
the right to recall
early?
Yes
If yes, detail
Lender has right to recall all or any equivalent securities at any time by giving notice on any
business day of not less than the standard settlement time for such equivalent securities on
the exchange or in the clearing organisation through which the relevant borrowed securities
were originally delivered. The borrower must return the securities not later than the expiry
of such notice in accordance with the lender’s instructions.
Will the securities be
returned on
settlement?
Yes
If yes, detail any
exceptions
No exceptions
Statement
If requested by the company to whom the prescribed form must be given, or if requested
by ASIC, a copy of the agreement will be given to that company or ASIC.
Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial
shareholding notice filed with ASX.
Date: 08-Sep-2023
Company’s name: VENTIA SERVICES GROUP PTY LTD
ISIN: AU0000184459
Date of change of
relevant
interests:
06-Sep-2023
Schedule
Type of agreement
Global Master Securities Lending Agreement ("GMSLA")
Parties to
agreement
J.P. Morgan Securities plc ("borrower") and State St Bank and Trust Company as
agent ("lender")
Transfer date
Settlement Date:
01-Sep-2023
Holder of voting
rights
Borrower
Are there any
restriction on
voting rights
Yes
If yes, detail
The borrower shall have no obligation to arrange for voting rights to be exercised in
accordance with the instructions of the other party, unless otherwise agreed between
the parties.
Scheduled return
date (if any)
None
Does the borrower
have the right to
return early?
Yes
If yes, detail
Borrower has the right to terminate a loan and redeliver all and any equivalent
securities due and outstanding to the lender in accordance with lender's instructions
and lender shall accept such redelivery.
Does the lender
have the right to
recall early?
Yes
If yes, detail
Lender has right to recall all or any equivalent securities at any time by giving notice
on any business day of not less than the standard settlement time for such equivalent
securities on the exchange or in the clearing organisation through which the relevant
borrowed securities were originally delivered. The borrower must return the securities
not later than the expiry of such notice in accordance with the lender’s instructions.
Will the securities
be returned on
settlement?
Yes
If yes, detail any
exceptions
No exceptions
Statement
If requested by the company to whom the prescribed form must be given, or if
requested by ASIC, a copy of the agreement will be given to that company or ASIC.
Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial
shareholding notice filed with ASX.
Date:
08-Sep-2023
Company’s name:
VENTIA SERVICES GROUP PTY LTD
ISIN:
AU0000184459
Date of change of
relevant interests:
06-Sep-2023
Schedule
Type of agreement
Overseas Securities Lender’s Agreement (“OSLA”)
Parties to
agreement
JPMorgan Chase Bank, N.A. (acting as agent) (“lender”) J.P. Morgan Securities plc
(“borrower”)
Transfer date
Settlement date
31-Aug-2023
04-Sep-2023
Holder of voting
rights
Borrower
Are there any
restriction on
voting rights
Yes
If yes, detail
The borrower undertakes to use its best endeavors to arrange for the voting rights to
be exercised in accordance with the instructions of the lender, provided that the lender
uses its best endeavors to notify the borrower of its instructions in writing no later than
7 business days prior to the date upon which such votes are exercisable or as
otherwise agreed between the parties. This undertaking is set out in clause 4(B)(vi) of
the standard form OSLA.
Scheduled return
date (if any)
None
Does the borrower
have the right to
return early?
Yes
If yes, detail
Borrower has right to return all and any equivalent securities early at any time in
accordance with the lender’s instructions.
Does the lender
have the right to
recall early?
Yes
If yes, detail
Lender has right to recall all or any equivalent securities at any time by giving notice
on any business day of not less than the standard settlement time for such equivalent
securities on the exchange or in the clearing organisation through which the relevant
borrowed securities were originally delivered (and where there is a difference between
the settlement time for sales and purchases on the relevant exchange or clearing
organisation, the standard settlement time shall be the shorter of the two times). The
borrower must return the securities not later than the expiry of such notice in
accordance with the lender’s instructions.
Will the securities
be returned on
settlement?
Yes
If yes, detail any
exceptions
No exceptions
Statement
If requested by the company to whom the prescribed form must be given, or if
requested by ASIC, a copy of the agreement will be given to that company or ASIC.
Appendix: Prescribed information pursuant to securities lending transaction disclosed under the substantial
shareholding notice filed with ASX.
Date: 08-Sep-2023
Company’s name: VENTIA SERVICES GROUP PTY LTD
ISIN: AU0000184459
Date of change of
relevant interests:
06-Sep-2023
Schedule
Type of agreement
Global Master Securities Lending Agreement ("GMSLA")
Parties to agreement
State Street Bank and Trust Company ("lender") and J.P. Morgan Securities
Australia Limited ("borrower")
Transfer date Settlement date:
01-Sep-2023
Holder of voting rights Borrower
Are there any
restriction on voting
rights
Yes
If yes, detail
The borrower shall have no obligation to arrange for voting rights to be exercised
in accordance with the instructions of the other party, unless otherwise agreed
between the parties.
Scheduled return date
(if any)
None
Does the borrower
have the right to
return early?
Yes
If yes, detail
Borrower has the right to terminate a loan and redeliver all and any equivalent
securities due and outstanding to the lender in accordance with lender's
instructions and lender shall accept such redelivery.
Does the lender have
the right to recall
early?
Yes
If yes, detail
Lender has right to recall all or any equivalent securities on any business day by
giving such notice as agreed by the parties. The borrower must return the
securities not later than the expiry of such notice in accordance with the lender’s
instructions.
Will the securities be
returned on
settlement?
Yes
If yes, detail any
exceptions
No exceptions
Statement
If requested by the company to whom the prescribed form must be given, or if
requested by ASIC, a copy of the agreement will be given to that company or
ASIC.
CIMIC Group Investments No.3 Pty Limited
ACN 653 589 649
Level 25, 177 Pacific Highway,
North Sydney NSW 2060
AIF VIII Singapore Pte Ltd
8 Marina Boulevard
#07-02 Marina Bay Financial Centre
Singapore 018981
Singapore
1 September 2023
Dear Sirs/Madams
COMMERCIAL-IN-CONFIDENCE
Sale of Securities in Ventia Services Group Limited
1 Introduction
This agreement sets out the terms and conditions upon which CIMIC Group Investments
No.3 Pty Limited (ACN 653 589 649) (CIMIC) and AIF VIII Singapore Pte Ltd (Apollo)
(each a Seller and together the Sellers) engage Barrenjoey Markets Pty Limited ACN
636 976 059 (Barrenjoey), and J.P. Morgan Securities Australia Limited ACN 003 245
234 (J.P. Morgan) (Barrenjoey and J.P. Morgan together the Joint Lead Managers) to
procure purchasers for 150,943,396 existing fully paid ordinary shares in Ventia Services
Group Limited (ABN 53 603 253 541) (Company) held by the Sellers (with the number of
such existing fully paid ordinary shares to be sold by each Seller as set out in Schedule
1) (Sale Securities) (Sale) and the Joint Lead Managers agree to manage the sale of the
Sale Securities and to underwrite the Sale in accordance with the terms of this
agreement.
2 Sale of securities
2.1 Sale
The Sellers agree to sell the Sale Securities in their Respective Proportions and the Joint
Lead Managers, either themselves or through Affiliates (as defined in clause 10.5), agree
to:
(a) manage the sale of the Sale Securities by procuring purchasers for the Sale
Securities at a price of $2.65 per Sale Security (Sale Price). Purchasers may
include the Joint Lead Managers’ related bodies corporate (as that term is
defined in the Corporations Act) (Related Bodies Corporate) and Affiliates and
shall be determined by the Joint Lead Managers in their discretion following
consultation with the Sellers; and
(b) underwrite and guarantee the sale of the Sale Securities, in their JLM
Proportions, by purchasing, at the Sale Price per Sale Security, in their JLM
Proportions, any Sale Securities which have not been purchased by third party
purchasers (or the Joint Lead Managers’ Related Bodies Corporate or Affiliates)
in accordance with clause 2.1(a) as at 9.45am on the Trade Date specified in
the Timetable in Schedule 2 (or such other time as the parties agree in writing)
(Balance Securities),
subject to and in accordance with the terms of this agreement.
2.2 Retention Securities
Notwithstanding anything else in this agreement, where acquisition of some or all of the
Balance Securities by a Joint Lead Manager is prohibited or restricted by the application
of the takeover provisions in the Corporations Act 2001 (Cth) (Corporations Act) or
would require notification by a Joint Lead Manager or an Affiliate and non-objection by
the Treasurer of the Commonwealth of Australia under the Foreign Acquisitions and
Takeovers Act 1975 (Cth) (FATA) or related policy, the Sellers and the relevant Joint
Lead Manager agree that:
(a) the Sellers shall retain such number of Balance Securities in their Respective
Proportions as necessary in order to prevent the breach (Retention
Securities), and the relevant Joint Lead Manager shall advise the Sellers of the
number of Retention Securities relating to it (to avoid doubt, there may be
Retention Securities relating to more than one Joint Lead Manager);
(b) the relevant Joint Lead Manager must still comply with its obligations to pay to
the Sellers the full amount provided in clause 2.4, but the portion of that amount
that is equal to the number of any Retention Securities relating to the relevant
Joint Lead Manager multiplied by the Sale Price is to be provided to the Sellers
as an interest free loan (Advance Amount) (so that the Advance Amount is
advanced to each Seller in their Respective Proportions) (to avoid doubt, there
may be an Advance Amount relating to more than one Joint Lead Manager);
(c) each Seller is only required to repay the Advance Amount relating to a Joint
Lead Manager from and to the extent it receives or is entitled to receive
proceeds from the sale of Retention Securities relating to that Joint Lead
Manager prior to 7.00pm on the date that is 30 Business Days after the date of
this agreement (End Date) (with such amounts being set off as provided in
clause 2.2(f) below and, for the avoidance of doubt, a Joint Lead Manager will
not be entitled to claim from the Sellers any payment of the Advance Amount
relating to it except by way of set-off under this clause 2.2 and will not be
entitled to claim from the Sellers any Advance Amount relating to it which
remains outstanding after the End Date), and the Sellers are not responsible for
any shortfall in repayment from the proceeds of the sale of Retention Securities
and the relevant Joint Lead Manager will bear the loss arising from any such
shortfall;
(d) the relevant Joint Lead Manager must procure purchasers for any Retention
Securities relating to it as agent for the Sellers in the ordinary course of the
relevant Joint Lead Manager’s business prior to 7.00pm on the End Date, with
settlement of the sale of the relevant Retention Securities occurring on or before
the third Business Day following the sale of the relevant Retention Securities;
(e) the Sellers will transfer Retention Securities relating to a Joint Lead Manager in
accordance with the directions of the relevant Joint Lead Manager to settle
those sales; and
(f) the relevant Joint Lead Manager must apply, by way of set off, the proceeds for
the purchase of any Retention Securities relating to it against the Advance
Amount relating to it, immediately upon that Joint Lead Manager’s receipt of
those proceeds.
The Sellers acknowledge that the relevant Joint Lead Manager does not acquire any
interest or relevant interest in, or rights in respect of, any Retention Securities except to
act as agent for the Seller in procuring purchasers for the Retention Securities, and does
not have power to require that any Retention Securities be transferred to it or to its order
as referred to in the FATA.
2.3 Sale and Settlement Date
The Joint Lead Managers shall procure that the sale of the Sale Securities under clause
2.1 shall be effected:
(a) subject to clause 2.3(b), on the Trade Date (as specified in the Timetable in
Schedule 2), by way of one or more special crossings (in accordance with the
ASX Operating Rules) at the Sale Price, with settlement to follow on a T+2
basis in accordance with the ASX Settlement Operating Rules (Settlement
Date); and
(b) in respect of any Retention Securities, in accordance with clause 2.2.
Other than in respect of any Retention Securities, which will be dealt with in accordance
with clause 2.2, by no later than 9:30am on the Settlement Date (or such other time and
date as agreed between the Sellers and the Joint Lead Managers) the Sellers will deliver
their respective Sale Securities, or will instruct their custodians to deliver their respective
Sale Securities held by their custodians on their behalf, to the Joint Lead Managers or as
the Joint Lead Managers direct, against payment in accordance with clause 2.4.
2.4 Payment for Sale Securities
Subject to clause 8, by 4.00pm on the Settlement Date, the Joint Lead Managers shall, in
their JLM Proportions, arrange for the payment to each Seller of an amount equal to:
(a) the Sale Price multiplied by the number of Sale Securities sold by the relevant
Seller under clause 2.1(a); and
(b) the Sale Price multiplied by the number of Balance Securities sold by the
relevant Seller under clause 2.1(b) or retained by the relevant Seller under
clause 2.2(a),
less any fees payable under clause 3 by transfer to such bank account(s) as may be
notified by the Sellers for value (in cleared funds) against delivery of the Sale Securities
(excluding the Retention Securities, if any).
2.5 Timetable
The Joint Lead Managers must conduct the Sale in accordance with the Timetable set
out in Schedule 2 (unless the Sellers consent in writing to a variation).
2.6 Account Opening
On or before the Trade Date, the Joint Lead Managers or their nominated Affiliate(s) will
(where relevant) open an account in the name of each Seller in accordance with their
usual practice, and do all such things necessary to enable them to act as Joint Lead
Managers to sell the Sale Securities in accordance with this agreement.
2.7 Manner of Sale
(a) The Joint Lead Managers will conduct the Sale by way of an offer only to
persons that the Joint Lead Managers reasonably believe are persons:
(1) if in Australia, who do not need disclosure under Part 6D.2 or Part 7.9
of the Corporations Act; and
(2) if outside Australia, to whom offers for sale of securities may lawfully
be made without requiring the preparation, delivery, lodgement or
filing of any prospectus or other disclosure document or any other
lodgement, registration or filing with, or approval by, a government
agency (other than any such requirement with which the Sellers, in
their sole and absolute discretion, are willing to comply).
(b) Without limiting clause 2.7(a), the Sale Securities shall only be offered and sold
to persons that the Joint Lead Managers reasonably believe are persons:
(1) that are not in the United States in "offshore transactions" (as defined
in Rule 902(h) under the U.S. Securities Act of 1933 (U.S. Securities
Act)) in reliance on Regulation S under the U.S. Securities Act
(Regulation S); or
(2) that are either:
(A) in the United States and are qualified institutional buyers
(QIBs), as defined in Rule 144A under the U.S. Securities
Act, in transactions exempt from the registration
requirements of the U.S. Securities Act pursuant to Rule
144A thereunder; or
(B) dealers or other professional fiduciaries organised,
incorporated or (if an individual) resident in the United States
that are acting for an account (other than an estate or trust)
held for the benefit or account of persons that are not U.S.
Persons (as defined in Rule 902(k) under the U.S Securities
Act), for which they have and are exercising investment
discretion, within the meaning of Rule 902(k)(2)(i) of
Regulation S (Eligible U.S. Fund Managers), in reliance on
Regulation S.
(c) The Joint Lead Managers agree that they will only sell the Sale Securities to
persons specified in the foregoing provisions of this clause 2.7 that confirm
(either through deemed representations and warranties or through
representations and warranties in a confirmation letter executed on or prior to
the Settlement Date) amongst other things:
(1) their status as a person who meets the requirements of the foregoing
provisions of this clause 2.7; and
(2) their compliance with all relevant laws and regulations in respect of
the Sale (including the takeover and insider trading provisions of the
Corporations Act and the FATA).
3 Fees and costs
(a) In consideration of performing their obligations under this agreement the Joint
Lead Managers shall be entitled to such fees, if any, as the parties agree.
(b) The parties will each bear their own legal costs (if any) and all other out-of-
pocket expenses (if any) in connection with this agreement and the transactions
contemplated by it.
4 Representations and Warranties
4.1 Representations and warranties by the Sellers
As at the date of this agreement and on each day until and including the Settlement Date,
each Seller severally represents and warrants to the Joint Lead Managers that each of
the following statements is true, accurate and not misleading with respect to itself only:
(a) (body corporate) it is a body corporate validly existing and duly established
and duly incorporated under the laws of its place of incorporation;
(b) (capacity) it has full legal capacity and power to enter into this agreement and
to carry out the transactions that this agreement contemplates;
(c) (authority) it has taken, or will have taken by the time required, all corporate
action that is necessary to authorise its entry into this agreement and its
carrying out of the transactions that this agreement contemplates;
(d) (agreement effective) this agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms;
(e) (control) it does not control the Company within the meaning given to that term
in section 50AA of the Corporations Act;
(f) (ownership, encumbrances) it is the registered holder and sole legal owner of
the Sale Securities to be sold by it as set out in Schedule 1, and will transfer the
full legal and beneficial ownership of those Sale Securities free and clear of all
liens, charges, security interests, claims, equities and pre-emptive rights,
subject to registration of the transferee(s) in the register of shareholders of the
Company;
(g) (Sale Securities) following sale by it, the Sale Securities to be sold by it as set
out in Schedule 1 will rank equally in all respects with all other outstanding
ordinary shares of the Company, including as to their entitlement to dividends;
(h) (information) to the best of its knowledge after due and proper enquiry, all
information provided by it to the Joint Lead Managers in relation to the Sale, the
Sale Securities to be sold by it as set out in Schedule 1 and the Company is
true and correct in all material respects and not misleading or deceptive in any
material respect whether by omission or otherwise;
(i) (no inside information) at the time of its execution of this agreement, other
than information relating to the Sale, it is not in possession of any non-public
information or information which is not generally available which, if it were
generally available, a reasonable person would expect to have a material effect
on the price or value of the Sale Securities or other securities in the Company
and the sale of the Sale Securities to be sold by it as set out in Schedule 1 will
not constitute a violation by it of Division 3 of Part 7.10 of the Corporations Act;
(j) (power to sell) it has the corporate authority and power to sell the Sale
Securities to be sold by it as set out in Schedule 1 under this agreement and no
person has a conflicting right, whether contingent or otherwise, to purchase or
to be offered for purchase the Sale Securities;
(k) (breach of law) it will perform its obligations under this agreement so as to
comply with all applicable laws in Australia, including in particular the
Corporations Act and the FATA;
(l) (wholesale client) it is a "wholesale client" within the meaning of section 761G
of the Corporations Act;
(m) (no general solicitation) none of it, any of its subsidiaries or any person acting
on behalf of any of them (other than the Joint Lead Managers or their Affiliates
or any person acting on behalf of any of them, as to whom it makes no
representation) has offered or sold, or will offer or sell, any of the Sale
Securities to be sold by that Seller as set out in Schedule 1 in the United States,
using any form of "general solicitation" or "general advertising" within the
meaning of Rule 502(c) under the U.S. Securities Act;
(n) (no directed selling efforts) with respect to those Sale Securities sold by it in
reliance on Regulation S, none of it, any of its subsidiaries, or any person acting
on behalf of any of them (other than the Joint Lead Managers or their Affiliates
or any person acting on behalf of any of them, as to whom it makes no
representation) has engaged or will engage in any "directed selling efforts" (as
that term is defined in Rule 902(c) under the U.S. Securities Act);
(o) (foreign private issuer and no substantial market interest) to the knowledge
of the Seller, the Company is a 'foreign private issuer' as defined in Rule 405
under the U.S. Securities Act and there is no 'substantial U.S. market interest'
(as defined in Rule 902(j) under the U.S. Securities Act) in the Sale Securities to
be sold by that Seller as set out in Schedule 1 or any security of the same class
or series as those Sale Securities;
(p) (no integrated offers) neither it nor any of its subsidiaries, nor any person
acting on behalf of any of them (other than the Joint Lead Managers or their
Affiliates or any person acting on behalf of any of them, as to whom the Seller
makes no representation), has offered or sold, and they will not offer or sell, in
the United States any security that could be integrated with the sale of the Sale
Securities to be sold by that Seller as set out in Schedule 1 in a manner that
would require the offer and sale of those Sale Securities to be registered under
the US Securities Act;
(q) (Rule 144A eligibility) to the knowledge of the Seller, the Sale Securities to be
sold by it as set out in Schedule 1 are eligible for resale pursuant to Rule 144A
and are not of the same class as securities listed on a national securities
exchange registered under Section 6 of the US Securities Exchange Act of
1934 (the Exchange Act) or quoted in a US automated interdealer quotation
system;
(r) (Rule 144A information) to the knowledge of the Seller, the Company is
exempt from reporting under Section 13 or 15(d) of the Exchange Act pursuant
to Rule 12g3-2(b);
(s) (not an investment company) to the knowledge of the Seller, the Company is
not registered, nor required to register, as an "investment company" under the
US Investment Company Act of 1940;
(t) (no stabilisation or manipulation) neither it nor any of its subsidiaries has
taken or will take, directly or indirectly, any action designed to, or that might
reasonably be expected to, cause or result in the stabilisation or manipulation of
the price of the Sale Securities in violation of any applicable law;
(u) (no registration required) subject to compliance by the Joint Lead Managers
with their obligations under clause 4.2 of this agreement, it is not necessary to
register the offer and sale of the Sale Securities to be sold by it as set out in
Schedule 1 to the Joint Lead Managers or investors or the initial resale to
investors by the Joint Lead Managers in the manner contemplated by this
agreement under the U.S. Securities Act, it being understood that it makes no
representation or warranty about any subsequent resale of those Sale
Securities;
(v) (no bribery) neither it nor any of its subsidiaries nor, to the best of its
knowledge, any director, officer, agent or employee of it or of any of its
subsidiaries has (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expense relating to political activity; (ii) made or
taken an act in furtherance of an offer, promise or authorisation of any direct or
indirect unlawful payment to any foreign or domestic government or regulatory
official or employee, or of a public international organisation, or any person
acting in an official capacity for or on behalf of any of the foregoing, or any
political party or party official or candidate for political office, from corporate
funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended, or regulation implementing the OECD
Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions, or committed an offence under the Bribery Act 2010 of
the United Kingdom or United States Foreign Corrupt Practices Act of 1977, or
any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered,
agreed, requested or taken an act in furtherance of any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment, which, in each of (i)
through and including (iv), relate to the Sale;
(w) (OFAC) neither it nor any of its subsidiaries nor, to the best of its knowledge,
any director, officer, agent or employee of it or any of its subsidiaries is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury (OFAC) or any similar
Australian sanctions administered by the Commonwealth of Australia, or any
sanctions administered by the United Nations Security Council, the European
Union or any of its Member States, His Majesty's Treasury, the Swiss State
Secretariat for Economic Affairs, or other relevant sanctions authority
(collectively, Sanctions), including those located, organised or resident in a
country or territory that is the subject of Sanctions; and it will not directly or
indirectly use the proceeds of the offering of the Sale Securities to be sold by it
as set out in Schedule 1 or lend, contribute or otherwise make available these
proceeds to any subsidiary, joint venture partner or other person or entity:
(1) to fund or facilitate any activities of or business with any person that,
at the time of such funding or facilitation, is the subject or the target of
Sanctions; or
(2) in any other manner that will result in a violation by any person
(including any person participating in the Sale, whether as
underwriter, adviser, investor or otherwise) of Sanctions; and
(x) (anti-money laundering) the operations of the Seller and its subsidiaries are
and have been conducted in all material respects the in compliance with
applicable financial recordkeeping and reporting requirements of the Anti-
Money Laundering and Counter Terrorism Financing Act 2006 (Cth) and the
Criminal Code Amendment (Bribery of Foreign Public Officials) Act 1999 (Cth)
the U.S. Currency and Foreign Transactions Reporting Act of 1970, as
amended, and applicable money laundering statutes of such jurisdictions in
which the Seller operates or transacts business, and the rules and regulations
thereunder and any related or similar rules, regulations or guidelines issued,
administered or enforced by any Governmental Authority (collectively, the
Money Laundering Laws) and no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the
Seller or any of its subsidiaries with respect to the Money Laundering Laws is
pending or, to the best knowledge of the relevant Seller, threatened, which, if
determined adversely to the relevant Seller, would have a material adverse
effect on the relevant Seller or the Sale of the Sale Securities to be sold by it as
set out in Schedule 1.
4.2 Representations and warranties of the Joint Lead Managers
As at the date of this agreement and on each day until and including the Settlement Date,
each Joint Lead Manager represents and warrants to each Seller that each of the
following statements is correct:
(a) (body corporate) it is a body corporate validly existing and duly established
and duly incorporated under the laws of its place of incorporation;
(b) (capacity) it has full legal capacity and power to enter into this agreement and
to carry out the transactions that this agreement contemplates;
(c) (authority) it has taken, or will have taken by the time required, all corporate
action that is necessary or desirable to authorise its entry into this agreement
and its carrying out of the transactions that this agreement contemplates;
(d) (licences) it holds all licences, permits and authorities necessary for it to fulfil its
obligations under this agreement and has complied with all the terms and
conditions of the same;
(e) (agreement effective) this agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms;
(f) (no registration) it acknowledges that the offer and sale of the Sale Securities
have not been and will not be registered under the U.S. Securities Act and may
not be offered or sold in the United States or to, or for the account or benefit of,
persons in the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities
Act;
(g) (no directed selling efforts) with respect to those Sale Securities sold in
reliance on Regulation S, none of it, its Affiliates nor any person acting on
behalf of any of them has engaged or will engage in any "directed selling
efforts" (as that term is defined in Rule 902(c) under the U.S. Securities Act);
(h) (no general solicitation) none of it, any of its Affiliates or any person acting on
behalf of any of them has offered or sold, or will offer or sell, any of the Sale
Securities in the United States, using any form of "general solicitation" or
"general advertising" within the meaning of Rule 502(c) under the U.S.
Securities Act;
(i) (no stabilisation or manipulation) neither it nor any of its Affiliates has taken
or will take, directly or indirectly, any action designed to, or that might
reasonably be expected to, cause or result in the stabilisation or manipulation of
the price of the Sale Securities in violation of any applicable law; and
(j) (US selling restrictions) it, its Affiliates and any person acting on behalf of any
of them has offered and sold the Sale Securities, and will offer and sell the Sale
Securities:
(1) in the United States, only to persons whom it reasonably believes are
(A) QIBs in transactions exempt from the registration requirements of
the U.S Securities Act pursuant to Rule 144A under the US Securities
Act, or (B) Eligible US Fund Managers in reliance on Regulation S;
and
(2) to persons that are not in the United States, in "offshore transactions"
(as defined in Rule 902(h) under the US Securities Act) in accordance
with Regulation S.
4.3 Non-resident CGT
(a) Each Seller severally warrants and declares that as at the date of this
agreement:
(1) it is an Australian resident for income tax purposes; or
(2) the Sale Securities to be sold by it as set out in Schedule 1 are not
indirect Australian real property interests as defined in section 855-25
of the Income Tax Assessment Act 1997 (Cth).
(b) Without limiting clause 4.3(a), Apollo warrants and represents in favour of each
Joint Lead Manager that no Australian capital gains tax is payable on the sale of
the Sale Securities to be sold by it as set out in Schedule 1.
(c) Each Joint Lead Manager acknowledges that:
(1) the warranty and declaration given by each Seller under clause 4.3(a)
represents a declaration for the purposes of section 14-210(3) of
Schedule 1 to the Taxation Administration Act 1953 (Cth) (TAA) given
by each Seller to the Lead Manager;
(2) the Joint Lead Manager does not know that the declaration is false;
and
(3) because of the declaration, and the representation and warranty in
clause 4.3(b), the Joint Lead Manager will not:
(A) withhold any amount under Subdivision 14-D of Schedule 1
to the TAA from any amount payable under this agreement
(including without limitation clause 2.4 hereof); or
(B) pay any amount under Subdivision 14-D of Schedule 1 to
the TAA to the Commissioner of Taxation, in connection with
the transactions contemplated by this agreement.
(d) If any payment is required to be made to a Seller under this agreement later
than the date six months after the date of this agreement, that Seller must
deliver to the relevant Joint Lead Manager(s), at or before the time of that
payment, a further declaration in accordance with clause 4.3(a).
4.4 Reliance
Each party giving a representation, warranty, declaration or acknowledgement
acknowledges that the other parties have relied on the above representations, warranties,
declarations and acknowledgements in entering into this agreement and will continue to
rely on these representations, warranties, declarations and acknowledgements in
performing their obligations under this agreement. The above representations,
warranties, declarations and acknowledgements continue in full force and effect
notwithstanding completion of this agreement.
4.5 Notification
Each party agrees that it will tell the other parties immediately upon becoming aware of
any of the following occurring prior to the completion of the sale of the Sale Securities:
(a) any change materially affecting any of the foregoing representations and
warranties; or
(b) any of the foregoing representations or warranties becoming materially untrue
or materially incorrect.
4.6 Disclosure to potential purchasers
The Sellers authorise the Joint Lead Managers to notify potential purchasers of the
representations and warranties contained in clause 4.1, and also authorise the Joint Lead
Managers to disclose the identity of the Sellers to potential purchasers, in each case,
where such disclosure is reasonably necessary for the Joint Lead Managers to fulfil their
obligations under this agreement.
5 Moratorium
(a) Each Seller represents and warrants that it will not, unless otherwise waived by
the Joint Lead Managers in writing, from the date of this agreement until
12.01am on 18 November 2023 (Escrow Period), Deal in all or any of the fully
paid ordinary shares held by it in the Company (Remaining Securities) at the
time of settlement of the Sale of the Sale Securities pursuant to this agreement,
excluding:
(1) transactions in order to satisfy demand from eligible shareholders
under a Company initiated dividend or distribution reinvestment plan;
(2) a repurchase (whether by buy-back, reduction of capital or other
means) of Remaining Securities by the Company;
(3) any acceptance by a Seller of a takeover offer for the Company in
accordance with Chapter 6 of the Corporations Act or transfer
pursuant to a scheme of arrangement under Part 5.1 of the
Corporations Act;
(4) a sale, transfer or disposal to a third party where it is a condition of the
sale that the third party announce an intention to acquire, or propose a
transaction to acquire, greater than 50% of the ordinary shares of the
Company;
(5) the sale of any Retention Securities in accordance with the terms of
this agreement;
(6) an encumbrance or transfer of any (or all) of its Remaining Securities
(as relevant) to a bona fide third party financial institution (Financial
Institution) as security for a loan, hedge or other financial
accommodation provided that such agreement with a Financial
Institution must provide that the Remaining Securities are to remain in
escrow and subject to the terms of this agreement as if the Financial
Institution were a party to this deed; and
(7) a sale, transfer or disposal to an Affiliate of the Seller that is subject to
a representation and warranty on substantially the same terms as this
clause 5 in respect of the Remaining Securities sold, transferred or
disposed. For the avoidance of doubt, any such representation and
warranty will be in respect of the Escrow Period only.
(b) Each party to this agreement acknowledges that the representation and
warranty in clause 5(a) is not intended to and does not give the Joint Lead
Managers any power to dispose of, or control the disposal of, the Remaining
Securities and a breach of the representation and warranty will only give rise to
a right to damages and the parties acknowledge that, in such circumstances,
damages are an adequate remedy for a breach of the representation and
warranty.
(c) Each party to this agreement acknowledges that the representation and
warranty in clause 5(a) has been provided to only address the financial
consequences of each Seller Dealing with, any Remaining Securities held by it.
Each party to this agreement acknowledges that the Joint Lead Managers are
not entitled to a remedy of specific performance for a breach of the
representation and warranty in clause 5(a).
(d) For the purposes of this clause 5, Deal in respect of the Remaining Securities
means:
(1) sell, assign, transfer or otherwise dispose of;
(2) agree to offer to sell, assign, transfer or otherwise dispose of;
(3) enter into any option which, if exercised (whether such exercise is
subject to conditions or otherwise), enables or requires a Seller to sell,
assign, transfer or otherwise dispose of; or
(4) decrease or agree to decrease an economic interest in,
the Remaining Securities.
(e) The Sellers agree with one another that the reference to “5%” in clause 6(c) of
the Voluntary Escrow Deed between themselves and others dated 26 October
2021 (as amended on 15 November 2021) is on and from the date of this
agreement to be read as “3%”.
6 Indemnity
(a) Each Seller agrees with each Joint Lead Manager that it will keep the Joint
Lead Manager and its Related Bodies Corporate and Affiliates, and their
respective directors, officers and employees (together that Joint Lead
Manager’s Indemnified Parties) indemnified against any reasonable losses,
damages, liabilities, costs, claims, actions and demands (including any
reasonable expenses arising in connection therewith) (Losses) to the extent
that such Losses are incurred as a result of a breach of this agreement by that
Seller, including any breach of any of the above representations and warranties
or undertakings given by it.
(b) The indemnity in clause 6(a) does not extend to and is not to taken as an
indemnity against any Losses of an Indemnified Party to the extent any Losses
are finally judicially determined to:
(1) have resulted from any fraud, wilful default or gross negligence of the
Indemnified Party (or of the Joint Lead Manager associated with that
Indemnified Party or of any other Indemnified Party of that Joint Lead
Manager); or
(2) relate to any amount in respect of which the indemnity would be
illegal, void or unenforceable under any applicable law.
(c) Each Seller also agrees that no Indemnified Party will have any liability to a
Seller, any of its Affiliates or any of their respective directors, officers,
employees, advisers, representatives or agents of any of them or any of the
Sellers’ security holders or creditors for any Loss suffered by any of them in
relation to any event to which indemnity applies, except that this release does
not apply to the extent that any Losses are finally judicially determined to have
resulted from any fraud, wilful default or gross negligence of the Indemnified
Party (or of the Joint Lead Manager associated with that Indemnified Party or of
any other Indemnified Party of that Joint Lead Manager).
(d) Each Seller and each Indemnified Party must not settle any action, demand or
claim to which the Indemnity in clause 6(a) relates without the prior written
consent of the relevant Seller or the relevant Joint Lead Manager, as applicable,
such consent not to be unreasonably withheld.
(e) Each Joint Lead Manager shall not and shall procure that each of its
Indemnified Parties shall not make any admission of liability or settlement of any
proceedings, action, demand or claim in respect of which the Indemnity in
clause 6(a) may apply, without the prior written consent of the relevant Seller or
Sellers (such consent not to be unreasonably withheld or delayed). The relevant
Seller or Sellers shall not make any admission of liability or settlement of any
proceedings, action, demand or claim in respect of which the indemnity in
clause 6(a) may apply, without the prior written consent of the relevant Joint
Lead Manager (such consent not to be unreasonably withheld or delayed).
(f) The indemnity in clause 6(a) and the release in clause 6(c) are continuing
obligations, separate and independent from the other obligations of the parties
under this agreement and survive termination or completion of this agreement
for 24 months after the expiry of the Risk Period. It is not necessary for a Joint
Lead Manager to incur expense or make payment before enforcing that
indemnity.
(g) If a Joint Lead Manager becomes aware of any suit, action, proceedings, claim
or demand in respect of which an Indemnified Party wishes to claim for
indemnification under the indemnity contained in this clause 6, the Joint Lead
Manager must promptly notify the relevant Seller or Sellers of the substance of
that matter and co-operate with the relevant Seller or Sellers and act reasonably
in relation to the defence thereof.
(h) The indemnity in clause 6(a) is granted to each Joint Lead Manager both for
itself and on behalf of its Indemnified Parties.
7 Announcements
(a) The Sellers and the Joint Lead Managers will consult each other in respect of
any material public releases by any of them concerning the sale of the Sale
Securities except:
(1) where disclosure is required or requested by applicable law, a legal or
regulatory authority or the ASX Listing Rules;
(2) disclosure is made to an adviser or to a person who must know for the
purposes of this agreement, on the basis that the adviser or person
keeps the information confidential; and
(3) to a person to the extent reasonably necessary in connection with any
actual or potential claim or judicial or administrative process involving
that party in relation to the Sale.
(b) The prior written consent of the Sellers must be obtained prior to a Joint Lead
Manager making any release or announcement or engaging in publicity in
relation to the Sale and such release, announcement or engagement must be in
compliance with all applicable laws, including the securities laws of Australia
and any other applicable jurisdiction.
8 Confidentiality
Each party agrees to keep the terms and subject matter of this agreement and any
ancillary arrangements confidential, except:
(a) where such terms and subject matter become part of the public domain other
than as a result of a breach by the relevant party of this clause 8;
(b) where disclosure is required by applicable law, a legal or regulatory authority or
the ASX Listing Rules;
(c) where disclosure is made to an Affiliate of the party, or an officer, employee,
agent, contractor or adviser of the party or Affiliate of the party
(Representative), or to any person who must have access to the information,
on the basis that the Affiliate, Representative or other person keeps the
information confidential; and
(d) where disclosure is reasonably necessary in connection with any actual or
potential claim or investigation or judicial or administrative process involving that
party in relation to the Sale.
9 Event of termination
9.1 Right of termination.
If, at any time during the Risk Period, any of the following events occur, then a Joint Lead
Manager may at any time before the expiry of the Risk Period terminate this agreement,
without cost or liability to itself, by giving written notice to the Sellers (copied it to the other
Joint Lead Managers), specifying the relevant event:
(a) (ASX actions) ASX does any of the following:
(1) announces that the Company will be removed from the official list of
ASX or securities in the same class as the Sale Securities will be
suspended from quotation;
(2) removes the Company from the official list of ASX; or
(3) suspends the trading of same class of securities as the Sale
Securities for any period of time;
(b) (ASIC inquiry into Sale) ASIC issues or threatens to issue proceedings in
relation to the Sale or commences, or threatens to commence any inquiry in
relation to the Sale; or
(c) (breach) a Seller is in default of any of the terms and conditions of this
agreement or breaches any representation and warranty or undertaking given
or made by it under this agreement; or
(d) (banking moratorium) a general moratorium on commercial banking activities
in Australia, the United States, Singapore, Hong Kong, the United Kingdom or
the European Union is declared by the relevant central banking authority in any
of those countries, or there is a material disruption in commercial banking or
security settlement or clearance services in any of those countries.
9.2 Materiality
Neither of the events listed in clauses 9.1(c) and 9.1(d) entitles a Joint Lead Manager to
exercise its termination rights unless, in the bona fide and reasonable opinion of the Joint
Lead Manager, it:
(a) has, or would reasonably be expected to have, a material adverse effect on:
(1) the willingness of persons to purchase the Sale Securities; or
(2) the price at which ordinary shares in the Company are sold on the
ASX; or
(b) would reasonably be expected to give rise to a liability of the Lead Manager
under the Corporations Act or any other applicable law.
9.3 Termination by Joint Lead Managers
If in accordance with this clause 9, a Joint Lead Manager (the Terminating JLM)
terminates its obligations under this agreement, the other Joint Lead Manager (the
Remaining JLM) may elect by giving a notice in writing to the all other parties, by the end
of the Business Day after the Remaining JLM receives notice from the Terminating JLM
of its termination (or within such other period as the Sellers and the Remaining JLM may
agree), to:
(a) also terminate its obligations under this agreement; or
(b) assume the obligations of the Terminating JLM under this agreement.
The exercise by the Terminating JLM of its right to terminate does not automatically
terminate the obligations of the Remaining JLM, except that if the Remaining JLM fails to
give a notice under this clause 9.3 within the period specified, it shall be treated as having
also terminated its obligations under this agreement (unless the Sellers and the
Remaining JLM agree otherwise).
If the Remaining JLM gives a notice under this clause 9.3 that it or they will assume the
obligations of the Terminating JLM under this agreement, then the JLM Proportions of the
Remaining JLM will be adjusted accordingly (such that its JLM Proportion will become
100%) and in addition to the fees to which it is entitled under clause 3, it will also be
entitled to the fees that would have been payable to the Terminating JLM under clause 3
if it had not terminated this agreement.
9.4 Termination by the Sellers
If, at any time during the Risk Period, a Joint Lead Manager or any of its Affiliates is in
material default of any provision of this agreement or materially breaches any
representation, warranty or undertaking given or made by it under this agreement, the
Sellers may at any time before expiry of the Risk Period by giving written notice to the
relevant Joint Lead Manager (copied to the other Joint Lead Manager) immediately
terminate this agreement in its entirety with respect to that Joint Lead Manager without
cost or liability to the Sellers, including, for the avoidance of doubt, without obligation to
pay any fees to the relevant Joint Lead Manager (and the provisions of clause 9.3 above
shall apply, mutatis mutandis, to the other Joint Lead Manager, as though it were a
Remaining Joint Lead Manager as referred to in that clause).
9.5 Effect of termination
If a Joint Lead Manager or the Sellers terminate in accordance with this clause 9:
(a) the respective obligations of the relevant parties under this agreement end
(subject to the provisions of clauses 9.3 and 9.4);
(b) all respective entitlements of:
(1) the parties under this agreement in respect of the period prior to
termination; and
(2) the Joint Lead Managers and the Indemnified Parties to be
indemnified under clause 6,
survive; and
(c) the relevant parties will be discharged from their respective obligations under
this agreement (subject to the provisions of clauses 9.3 and 9.4), but the
termination of this agreement will not limit or prevent the exercise of any other
rights and remedies which the parties may otherwise respectively have under
this agreement.
10 Miscellaneous
10.1 Entire agreement
This agreement constitutes the entire agreement of the parties about its subject matter
and supersedes all previous agreements, understandings and negotiations on that
matter.
10.2 Governing law
This agreement is governed by the laws of New South Wales, Australia. Each party
submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South
Wales, and waives any right to claim that those courts are an inconvenient forum.
10.3 Assignment and transfer
No party may assign or otherwise deal with its rights or obligations under this agreement
without the prior written consent of the other parties.
For the avoidance of doubt, references to any party to this agreement includes references
to its respective successors and permitted assigns.
10.4 Notices
Any notice, approval, consent, agreement, waiver or other communication in connection
with this agreement must be in writing.
10.5 Definitions
In this agreement the term:
(a) Affiliate of any person means any other person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such person; control (including the terms controlled by
and under common control with) means the possession, direct or indirect, of
the power to direct or cause the direction of the management, policies or
activities of a person, whether through the ownership of securities by contract or
agency or otherwise and the term “person” is deemed to include a partnership
and includes any person which is an “Affiliate” within the meaning of Rule 405
under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act);
(b) ASIC means the Australian Securities and Investments Commission.
(c) ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities
Exchange, as appropriate.
(d) ASX Listing Rules mean the listing rules of ASX, as amended from time to
time.
(e) Business Day means a day on which:
(1) ASX is open for trading in securities; and
(2) banks are open for general banking business in Sydney, Australia.
(f) JLM Proportion, in respect of each Joint Lead Manager, means one half
(subject to the provisions of clauses 9.3 and 9.4).
(g) Respective Proportion, in respect of a Seller, means the number of Sale
Securities to be sold by that Seller divided by the total number of Sale
Securities, as set out in Schedule 1.
(h) Risk Period means the period commencing on the execution of this agreement
and ending at 10:00am on the Trade Date (as defined in the Timetable).
10.6 Interpretation
In this agreement:
(a) headings and sub-headings are for convenience only and do not affect
interpretation;
(b) a reference to legislation or to a provision of legislation includes a modification
or re-enactment of it, a legislative provision substituted for it and a regulation or
statutory instrument issued under it;
(c) a reference to “dollars” and “$” is to Australian currency;
(d) a reference to a right or obligation of any 2 or more persons confers that right,
or imposes that obligation, severally and not jointly and severally;
(e) where a liability arising under or in connection with this agreement is expressed
to be made or given by a party, then that liability is imposed severally, and not
jointly and severally, on that party; and
(f) all references to time are to Sydney, New South Wales, Australia time.
10.7 Severability
Any provision of this agreement which is prohibited or unenforceable in any jurisdiction
will be ineffective as to that jurisdiction to the extent of the prohibition or unenforceability.
That will not invalidate the remaining provisions of this agreement nor affect the validity or
enforceability of that provision in any other jurisdiction.
10.8 Waiver and variation
A provision of or right vested under this agreement may not be:
(a) waived except in writing signed by the party granting the waiver, or
(b) varied except in writing signed by the parties.
If a party does not exercise a right or remedy (including a right to waive) fully or at a given
time, the party may still exercise it later.
10.9 No merger
The rights and obligations of the parties will not merge on the termination or expiration of
this agreement. Any provision of this agreement remaining to be performed or observed
by a party, or having effect after the termination of this agreement for whatever reason
remains in full force and effect and is binding on that party.
10.10 Counterparts
This agreement may be executed in any number of counterparts. All counterparts
together will be taken to constitute one agreement.
10.11 Acknowledgement
The Sellers acknowledge that:
(a) a Joint Lead Manager is not obliged to disclose to the Sellers or utilise for the
benefit of the Sellers, any non-public information which the Joint Lead Manager
obtains in the normal course of their business where such disclosure or use
would result in a breach of any obligation of confidentiality or any internal
Chinese wall policies of the Joint Lead Manager;
(b) without prejudice to any claim the Sellers may have against the Joint Lead
Managers, no proceedings may be taken against any director, officer, employee
or agent of a Joint Lead Manager in respect of any claim that the Sellers may
have against the Joint Lead Manager;
(c) it is contracting with each Joint Lead Manager on an arm's length basis to
provide the services described in this agreement and the Joint Lead Manager
has not and is not assuming any duties or obligations (fiduciary or otherwise) in
respect of it other than those expressly set out in this agreement;
(d) in performing this agreement, each Joint Lead Manager will rely on the
information provided to it by or on behalf of the Sellers and information in the
public domain without having independently verified the same, and the Joint
Lead Manager does not assume any responsibility for the accuracy or
completeness of such information for which, in the case of information provided
to the Joint Lead Manager by or on behalf of a Seller, the relevant Seller will be
solely responsible; and
(e) each Joint Lead Manager (together with its Related Bodies Corporate and
Affiliates) ( together a Joint Lead Manager Group) comprises a full service
securities firm engaged in securities, commodities and derivatives trading,
foreign exchange and other brokerage activities, and principal investing as well
as providing investment, corporate and private banking, asset and investment
management, financing and financial advisory services and other commercial
services and products to a wide range of companies, governments and
individuals from which conflicting interests or duties, or a perception thereof,
may arise. Each Seller expressly acknowledges that, in the ordinary course of
business, each Joint Lead Manager and/or other members of its Joint Lead
Manager Group at any time may invest on a principal basis or on behalf of
customers or manage funds that invest, make or hold long or short positions,
finance positions or trade or otherwise effect transactions, for their own account
or the accounts of customers, in equity, debt or other securities or financial
instruments (including derivatives, bank loans or other obligations) of each
Seller, the Company or any other entity, and may be providing or arranging
financing and other financial services to companies that may be involved in any
proposed or competing transaction, in each case whose interests may conflict
with those of each Seller, and each Seller hereby consents to the each Joint
Lead Manager and/or other members of its Joint Lead Manager Group and it
and their employees and officers undertaking such activities (A) without regard
to the relationship with the Sellers established by this Agreement, and (B)
regardless of any conflict of interest (whether actual, perceived or potential) that
may arise as a result of such activity.
10.12 No requirement to disclose best execution
The parties agree that the Joint Lead Managers are not required to disclose to the Sellers
the matters referred to in subrules 3.10.1(1) and 3.10.1(2) of the ASIC Market Integrity
Rules (Securities Markets) 2017 (Cth).
10.13 Relationship between the Joint Lead Managers
(a) Unless otherwise expressly provided for in this agreement, all obligations and
liabilities of the Joint Lead Managers under this agreement are several and not
joint or joint and several.
(b) Each Joint Lead Manager holds and may exercise its rights, powers and
benefits under this agreement individually. Where the consent or approval of
the Joint Lead Managers is required under this agreement, that consent or
approval must be obtained from each of the Joint Lead Managers (other than
one whose obligations are terminated under clause 9).
(c) Nothing contained or implied in this agreement constitutes any of the Joint Lead
Managers as the partner, agent or representative of the other Joint Lead
Managers for any purpose or creates any partnership, agency or trust between
them.
(d) No Joint Lead Manager shall be liable for any Losses arising out of the actions
taken by or advice given by the other Joint Lead Manager. In addition, the
rights of a Joint Lead Manager and the Indemnified Parties associated with that
Joint Lead Manager under the indemnity in clause 6 will in no way be affected
by the actions taken or alleged to have been taken or advice given by the other
Joint Lead Managers or Indemnified Parties associated with those other Joint
Lead Managers.
(e) The Sellers consider that the nature and scope of the services sought by the
Sellers under this agreement reasonably require two joint lead managers and
underwriters, and the Joint Lead Managers are not in competition with each
other for the provision of the services to the Sellers under this agreement.
(f) The Sellers and the Joint Lead Managers agree and acknowledge that the
activities of the Joint Lead Managers pursuant to this agreement are undertaken
jointly and are for the purpose of and are reasonably necessary to implement
the Sale (including without limitation the pricing of the Sale and the marketing of
the Sale).
Yours sincerely
Signed for and on behalf of
J.P. Morgan Securities Australia
Limited
by its duly authorised signatory
sign here
►
Signature of authorised signatory
print name
Jonas Troeber
Lachlan Collins
Signed for and on behalf of
Barrenjoey Markets Pty Limited
by its attorney under power of attorney
dated 28 April 2023, who has not notice of
revocation of that power of attorney
sign here
Signature of attorney
print name
Signed for and on behalf of
J.P. Morgan Securities Australia
Limited
by its duly authorised signatory
sign here
Signature of authorised signatory
print name
Signed for and on behalf of
CIMIC Group Investments No.3
Pty Limited (ACN 653 589 649) in
accordance with section 127 of the
Corporations Act 2001 (Cth) by:
sign heresign here
Signature of director Signature of director/secretary
print name print name
Signed sealed and delivered by
AIF VIII Singapore Pte Ltd
by
sign here
print name
in the presence of
sign here
Witness
print name
Signed for and on behalf of
Barrenjoey Markets Pty Limited
by its attorney under power of attorney
dated 28 April 2023
, who has not notice of
revocation of that power of attorney
sign here ►
Signature of attorney
print name
Signed for and on behalf of
J.P. Morgan Securities
Australia
Limited
by its duly authorised signatory
sign here ►
Signature of authorised signatory
print name
Signed for and on behalf of
CIMIC Group Investments No.3
Pty Limited (ACN 653 589 649)
in
accordance with section 127 of the
Corporations Act 2001 (Cth) by:
sign here ►
sign here ►
Signature of director Signature of director/secretary
print name print name
Signed sealed and delivered by
AIF VIII Singapore Pte Ltd
by
sign here ►
print name
Suzanne Helen Spells
in the presence of
sign here ►
Witness
print name
Cheah Guat Hoon
Schedule 1
Sale Securities
Seller Address Number of Sale
Securities
Respective
Proportion
CIMIC Group
Investments No.3 Pty
Limited
ACN 653 589 649
Level 25, 177 Pacific
Highway,
North Sydney NSW 2060
62,500,000 41.40625%
AIF VIII Singapore Pte
Ltd
AIF VIII Singapore Ltd
8 Marina Boulevard
#07-02 Marina Bay
Financial Centre
Singapore 018981
Singapore
88,443,396 58.59375%
Total 150,943,396
Schedule 2
Timetable
Key events Date
Books open 5:15pm, 1 September 2023
Books close 8:00pm, 1 September 2023
Trade Date (T) (Special crossing/s) 4 September 2023
Settlement Date (T + 2) 6 September 2023
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.