Galileo Japan : Becoming a substantial holder from MS

51c022b0-8fe4-4900-99f6-b87aed600646.pdf

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

IQ. Company Name/Scheme GALILEO JAPAN TRUST

ACN/ARSN 122 465 990

1. Details of substantial holder (1)

   Name Morgan Stanley and its subsidiaries listed in Annexure A

   ACN/ARSN (if applicable) Not AppHcable

   
   

   The holder became a substantial holder on February 29, 2016

   The holder became aware on March 02, 2016

   
   

2. Details of voting power

   Class of securities (4)			Number of securities	Person's votes (5)	Voting power (6}
   Ordinary Shares		7,624,879	7,624,879	7.24o/o
   Based on 105,385,415 units outstanding

   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:

   
   

3. Details of relevant 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 Nature of relevant Interest (7) Class and number of securities

Morgan Stanley & Co. Shares held or in respect of which the holder may exercise control over 5,098,939 Fullypaid

International pie disposal in the ordinary course of sales and trading businesses. units Right as lender to recall the shares under a securities lending agreement.

Morgan Stanley & Co. Shares held or In respect of which the holder may exercise control over 2 Fully paid units International pie disposal In the ordinal)' course of sales and trading businesses.

Morgan Stanley Australfa	Shares held or in respect of which the holder may exercise control over	2,525,938 Fully paid
Securities Limited	disposal In the ordinal)' course of sales and trading businesses.	units

Each of the entities (as listed in

:

Each of the above entities is a body corporate that each upstream entity 7· 4(':J u ytpfidf

Annexure A) in the Morgan

Stanleygroup upstream of the controls and therefore has the relevant interests that the above entities;

1 s b · ··di O at O

above entities c

4 Details of present registered holders

ollectively have. . e a ove rec

mterest)

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

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder(S)		Class and number of securities
Morgan Stanley & Co. International pie	Unknown	Not Appllcable	5,098,939 Fully paid units
Morgan Stanley & Co. International pie	HSBC Custody Nominees (Australfa) Limited	Not Applicable	2 Fully paid units

Morgan Stanley Australia Securities Limited

Morgan Stanley Australia Securities

{Nominee) Pty Limited

Not Applicable

2,525,938 Fully paid units

1. Consideration

   The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four 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 interest of securities
   		Cash	Non-Cash
   Morgan Stanley Australia Securities Limited	12/7/2015	1,525.23	Buy	807 Fully paid units
   Morgan Stanley Australia Securities Limited	12/15/2015	47.38	Buy	25 Fully paid units
   Morgan Stanley Australia Securities Limited	12/15/2015	154.98	Buy	82 Fully paid units
   Morgan Stanley Australia Securities Limited	12/21/2015	38.10	Buy	20 Fully paid units
   Morgan Stanley Australia Securities Limited	12/21/2015	920.62	Buy	482 Fully paid units
   Morgan Stanley Australia Securities Limited	1/21/2016	780.70	Buy	370 Fully paid units
   Morgan Stanley Australia Securities Limited	1/21/2016	1,125.72	Buy	531 Fully paid units
   Morgan Stanley Australia Securities Limited	2/29/2016	2,087,180.06	Buy	879,331 Fully paid units
   Morgan Stanley Australia Securities Limited	2/29/2016	3,220,829.38	Buy	1,355,706 Fully paid units
   Morgan Stanley Australia Securities Limited	2/29/2016	688,422.88	Buy	290,000 Fully paid units

   
   

2. 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
   Morgan Stanley & Co. International pie	Is a body corporate controlled by each upstream entity as listed in Annexure A
   Morgan Stanley Australia Securities Limited (ACN: 078 652 276)	Is a body corporate controlled by each upstream entity as listed in Annexure A

   
   

   
   

3. Addresses

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

   
   

   Name	Address
   Morgan Stanley	1585 Broadway, New York 10036, USA
   Morgan Stanley & Co. International pie	25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom
   Morgan Stanley Australia Securities Limited	Level 39 Chifley Tower, 2 Chifley Square, Sydney NSW 2000, Australia

   
   

   Signature

   
   

   print name Annie Gong capacity Executive Director

   '

   sign here date March 02, 2016

   
   

   2

   
   

   Annexure A List of Morgan Stanley and its subsidiaries that have a relevant interest or deemed to have a relevant interest in the shares or units stated in Section 3. Name I:;=Morgan Stanley Morgan Stanley International Holdings Inc. I Morgan Stanley International Limited J J L,Morgan Stanley UK Group J J 1-,--Morgan StanleyInvestments (UK) J J J 1-,--Morgan Stanley & Co. International pie Morgan Stanley International Incorporated Morgan Stanley (Australia) Securities Holdings pty Limited I L,-Morgan Stanley Austra lia Securities Limited Signature print name Annie Gong capacity Executive Director
   sign here	date March 02, 2016
   DIRECTIONS See the definition of •relevant agreement" ln section 9 of the Corporations Act 2001.

4. If there are a number of substantial holders with sJmilar 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 7 of the form.

5. See the definition of "associate• in section 9 of the Corporations Act 2001.

6. See the definition of •relevant interest" In sections 608 and 6718(7) of the Corporations Act 2001.

7. The voting shares of a company constitute one class unless divided into separate classes.

8. The total number of votes attached to all the voting shares In the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

9. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

10. Include details of:

11. any relevant agreement or other circumstances by which the relevant interest was acquired. lf subsection 6718(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

12. 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).

13. If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write uunknown."'

14. Details of the consideration must include any and all benefits, moneys 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 of 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.




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GUIDE

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 603.







Signature This form must be signed by either a director or a secretary of the substantial holder.




Lodging period Nil




Lodging Fee Nil




Other forms to be completed




Nil




Additional information (a) If additional space is required to complete a question, the information may be included on a separate piece of

paper annexed to the form.




1. This nOtice must be given to a listed company, or the responsible entity for a listed managed inv'estment scheme. A copy of this notice must also be given to each relevant securities exchange.

   
   

2. The person must give a copy of this notice:

   
   

3. within 2 business days after they become aware of the information; or

   
   

4. by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the information if:

5. a takeover bid is made for voting shares in the company or voting Interests In the scheme; and

   
   

6. the person becomes aware of the Information during the bid period.




Annexures To make any annexure conform to the regulations, you must

use A4 size paper of white or Ilght pastel colour with a margin of at least 1Omm on all sides

1. show the corporation name and ACN or ARBN

2. number the pages consecutively

3. print or type In BLOCK letters in dark blue or black Ink so that the document is clearly legible when photocopied

4. identify the annexure with a mark such as A, B, C, etc

5. endorse the annexure with the words:

   This is annexure (mark) of (number) pages referred to in form (form number and title)

6. sign and date the annexure.

The annexure must be signed by the same person(s) who signed the form.




Information in this uide is intended as a uide onl . Please consult our accountant or solicitor for further advice.




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