Asciano : Becoming a substantial holder

f8aaed11-a6f8-42ce-8ad9-f1bb8f239ced.pdf

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme ACN/ARSN

ASCIANO LIMITED (AJO)

ACN 123 652 862

1. Details of substantial holder (1)

   Name China Investment Corporation (CIC) and its controlled entities

   ACN (if applicable) n/a

   
   

   
   

   The holder became a substantial holder on 25/01/2016

   
   

   
   

2. Details of voting power

   The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

   
   

   Class of securities(4)	Number of securities	Persons' votes(5)	Voting power (6)
   Ordinary Shares	194,979,788	194,979,788	19.99% (based on 975,385,664 shares on issue)

   
   

3. Details of relevan t interests

   The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

   
   

   Holder of relevant interest Flourish Investment	Nature of relevant interest (7) Relevant interest pursuant to s608( 1) of the	Class and number of securities 3,175,689 Ordinary Shares
   Corporation (Flourish )	Corporations Act as beneficial owner of
   Ordinary Shares purchased on-market.
   Best Investment Corporation (Best)	Relevant interest pursuant to s608( 1) of the Corporations Act as beneficial owner of	6,508 Ordinary Shares
   Ordinary Shares purchased on-market
   CIC International Co., Ltd. (CICInternational)	Relevant interest arises under s608(3)(b) of the Corporations Act as it controls Best	3, 182,197 Ordinary Shares
   and Flourish.
   Beijing Shunrong Investment Corporation	Relevant interest arises under s608(3)(a) of the Corporations Act as it is an associate of	3,182,197 Ordinary Shares
   (Beijing Shunrong)	CIC International. Accordingly Beijing
   Shunrong has a relevant interest in the
   same securities as Best and Flourish.
   CIC Capital Corporation (CIC Capital)	Relevant interest arises under s608(3)(a) of the Corporations Act as it is an associate of	3,182,197 Ordinary Shares
   CIC International. Accordingly CIC
   Capital has a relevant interest in the same
   securities as Best and Flourish.

   
   

   CIC Controlled entities of CIC	Relevant interest arises under s608(3)(b) of the Corporations Act as it controls CIC International, Flourish and Best	3, 182,197 Ordinary Shares
   	Relevant interest arises under s608(3)(a) of the Corporations Act as each of them is an associate of CIC International. Accordingly each of them has a relevant interest in the same securities as Best and Flourish.	3,182,197 Ordinary Shares
   Global Infrastructure Management LLC (GIP), being an associate of CIC as a result of Beijing Shumong, (a wholly- owned subsidiary of CIC Capital (which is a wholly- owned subsidiary of CIC)), becoming a contractual party to the Cooperation Deed (Annexure A).	Relevant interest in 77,032,604 Ordinary Shares held by the registered holder, Global Infrastructure Management Australia Pty Limited as trustee of the GIP Bell Australia Unit Trust, which arises under s608( 1)(b) & (c) (power to exercise or control the exercise of a power to dispose and I or vote securities) and s608(3)(b) of the Corporations Act, by reason that GIP controls the registered holder. Relevant interest in 51,916,055 Ordinary Shares held by the registered holder, Bar SPY Pty Limited, which arises under s608(l)(b) & (c) (power to exercise or control the exercise of a power to dispose and I or vote securities) and s608{3)(b) of the Corporations Act, by reason that GIP controls the registered holder. Relevant interest in 61,301,584 Ordinary Shares held by the registered holder, Qube Holdings Limited (Qube), which arises under s608( 1)(b) & (c) (power to exercise or control the exercise of a power to dispose and I or vote securities) of the Corporations Act, pursuant to the Memorandum of Understanding (Moll) between Qube, GIP and CPPIB, disclosed in Annexure D of the substantial holder notice lodged on behalf of GIP on 2 November 2015. Relevant interest in 1,547,348 Ordinary Shares held by the registered holder, HSBC Custody Nominees (Australia) Limited in which Canada Pension Plan Investment Board ( CPPIB) has a relevant interest, which arises under s608( I )(b) & (c) (power to exercise or control the exercise of a power to dispose and I or vote securities) of the Corporations Act, pursuant to the MoU between Qube, GIP and CPPIB.	191,797,591 Ordinary Shares

   
   

   
   

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

I Holder of relevant interest

Registered holder of securities

Person entitled to be registered as holder (8)

Class and number of securities

Flourish, CIC International, CIC	HSBC Custody Nominees (Australia) Limited	Flourish	2,935,321 Ordinary Shares
Best, CIC International, CIC	HSBC Custody Nominees (Australia) Limited	Best	6,508 Ordinary Shares
Flourish, CIC International, CIC	J P Morgan Nominees Australia Limited	Flourish	240,368 Ordinary Shares
GIP (an associate of CIC)	Global Infrastructure Management Australia Pty Limited as trustee of the GIP Bell Australia Unit Trust	Global Infrastructure Management Australia Pty Limited as trustee of the GIP Bell Australia Unit Trust	77,032,604 Ordinary Shares
	Bar SPY Pty Limited	Bar SPY Pty Limited	51,916,055 Ordinary Shares
	Qube	Qube	61,301,584 Ordinary Shares
	HSBC Custody Nominees {Australia) Limited	CPPIB	1,547,348 Ordinary Shares

S. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the 4 months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration	(9)			Class and number of securities
Cash	Non-cash
Flourish, CIC International, CIC	23 October 2015	AUD 7.85		211,000 Ordinary Shares
Flourish, CIC Internation al, CIC	16 October 2015	AUD 8.51		18,669 Ordinary Shares
GIP (an associate of CIC)	29 October 2015	AUD8.80		77,032,604 Ordinary Shares
		AUD8.80		51,916,055 Ordinary Shares
		AUD8.33305		61,301,584 Ordinary Shares

1. Associates

   The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

   
   

   Name and ACN/ARSN (if applicable)

   Nature of association

   
   

   GIP	Associates pursuant to section 12(2)(b) (entry into relevant agreement) and section 12(2)(c) (acting in concert) of the Corporations Act by virtue of entry into the Cooperation Deed (Annexure A) dated 25 January 2016 between Beijing Shunrong and GIP.
   CIC International, CIC Capital, Beijing Shunrong, Best, Flourish, and other controlled entities of CIC	Bodies corporate controlled by CIC as described in sl2(2)(a) of the Corporations Act

   
   

2. Addresses

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

Name	Address
CIC	New Poly Plaza, No. 1 Chaoyangmen Beidajie Dongcheng District, Beijing, P.R. China.
CIC Capital	No. I Chaoyangmen Beidajie, Dongcheng District, Beijing, P.R. China 1939, 19/F, No. I Chaoyangmen Beidajie, Dongcheng District, Beijing, P.R. China.
Beijing Shunrong
CIC International	No. I North Chaoyangmen Street, Dongcheng District, Beijing, P.R.China
Flourish	Room 704, No.2 Building, No. I Naoshikou Street, Xicheng District, Beijing, P.R.China
Best	Room 936, No.2 Building, No.I Naoshi.kou Street, Xicheng District, Beijing, P.R.China
GIP	12 East 49th Street, 3gth Floor, New York, New York 10017, USA