To Company Name/Scheme Spotless Group Holdings Limited
ACN/ARSN ACN 154 229 562-
Details of substantial holder (1)
Name Downer EDI Limited (Downer) and each of the entities set out in Annexure A
ACN/ARSN (if applicable) ACN 003 872 848
This notice is given by Downer on behalf of itself, Downer EDI Services Pty Ltd ACN 137 732 042 (Downer Services) and each of the entities set out in Annexure A (each a Downer Group Company and together, the Downer Group).
There was a change in the interests of the substantial holder on
28/ 08 / 2017
The previous notice was given to the company on
7 / 08 / 2017
The previous notice was dated
7/ 08 / 2017
-
Previous and present voting power
Class of securities (4)
Previous notice
Present notice
Person's votes
Voting power (5)
Person's votes
Voting power (5)
Fully paid ordinary shares (Shares)
954,565,937
86.602%
967,784,317
87.802%
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
-
Changes in relevant interests
Date of change
Person whose relevant interest changed
Nature of change (6)
Consideration given in relation to change (7)
Class and number of securities affected
Person's votes affected
28 / 08 / 2017
Downer Services, Downer and each Downer Group Company
Acquisition of relevant interest in Shares pursuant to contracts arising as a result of acceptances of the takeover offer made by Downer Services to acquire Shares (the Offer) as set out in the Replacement Bidder's Statement dated 10/04/2017 (as supplemented) (Offer Acceptance Contracts).
$1.15 per Share
7,140,305 Shares
7,140,305
28 / 08 / 2017
Downer Services, Downer and each Downer Group Company
Entry into contracts for the purchase of Shares on market that are yet to settle (On-market Acquisition Contracts).
$1.15 per Share
6,078,075 Shares
6,078,075
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
- Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant interest | Registered holder of securities | Person entitled to be registered as holder (8) | Nature of relevant interest (6) | Class and number of securities | Person's votes |
Downer Services | Downer Services | Not applicable | Downer Services has a relevant interest under s608(1) of the Corporations Act 2001 (Cth) (Corporations Act) as registered holder of the Shares. | 964,461,254 Shares | 964,461,254 |
Name and ACN/ARSN (if applicable) | Nature of association |
N/A | N/A |
Downer | Downer Services | Not applicable | Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services. | 964,461,254 Shares | 964,461,254 | ||
Each Dower Group Company (see Annexure A) | Downer Services | Not applicable | Each Downer Group Company has a relevant interest in the Shares by virtue of s 608(3)(a) of the Corporations Act, by reason of having voting power (through the relevant interests of its associate, Downer) above 20% in Downer Services. | 964,461,254 Shares | 964,461,254 | ||
Downer Services | Various offerees who have accepted the Offer referred to in paragraph 3. | Downer Services (subject to the Offer Acceptance Contracts referred to in paragraph 3). | Downer Services has a relevant interest in Shares under ss 608(1)(c) and 608(8) of the Corporations Act as a result of acceptances of the Offer. | 2,899,021 Shares | 2,899,021 | ||
Downer | Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services. | 2,899,021 Shares | 2,899,021 | ||||
Each Dower Group Company (see Annexure A) | Each Downer Group Company has a relevant interest in the Shares by virtue of s 608(3)(a) of the Corporations Act, by reason of having voting power (through the relevant interests of its associate, Downer) above 20% in Downer Services. | 2,899,021 Shares | 2,899,021 | ||||
Downer Services | Various vendors who have entered into the On-market Acquisition Contracts. | Downer Services (subject to the On-market Acquisition Contracts). | Downer Services has a relevant interest in Shares under s 608(1)(c) and s608(8) of the Corporations Act by reason of being the purchaser of Shares pursuant to on-market trades that are yet to settle. | 424,042 Shares | 424,042 | ||
Downer | Downer has a relevant interest under s608(3)(b) of the Corporations Act by reason of having control of Downer Services. | 424,042 Shares | 424,042 | ||||
Each Dower Group Company (see Annexure A) | Each Downer Group Company has a relevant interest in the Shares by virtue of s 608(3)(a) of the Corporations Act, by reason of having voting power (through the relevant interests of its associate, Downer) above 20% in Downer Services. | 424,042 Shares | 424,042 | ||||
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows: The addresses of persons named in this form are as follows: Name Address Downer, Downer Services and each Downer Group Company 'Triniti III Triniti Business Campus' Level 2 39 Delhi Road, North Ryde NSW 2113 |
Signature | ||||
print name | Peter John Tompkins | capacity | Company Secretary | |
sign here | date | 29/08/2017 | ||
DIRECTIONS | ||||
(1) | If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form. | |||
(2) | See the definition of "associate" in section 9 of the Corporations Act 2001. | |||
(3) | See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. | |||
(4) | The voting shares of a company constitute one class unless divided into separate classes. | |||
(5) | The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. | |||
(6) | Include details of: | |||
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and | ||||
(b) any qualification of the securities to which the rele | power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the vant interest relates (indicating clearly the particular securities to which the qualification applies). | |||
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. | ||||
(7) | Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired. | |||
(8) | If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'". | |||
(9) | Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. |
Signed:
Name (printed): Peter Tompkins Capacity: Company Secretary
DOWNER GROUP COMPANIES: AustraliaAGIS Group Pty Ltd
ASPIC Infrastructure Pty Ltd Dean Adams Consulting Pty Ltd Downer Australia Pty Ltd
Downer EDI Associated Investments Pty Ltd Downer EDI Engineering Company Pty Limited Downer EDI Engineering CWH Pty Limited Downer EDI Engineering Electrical Pty Ltd Downer EDI Engineering Group Pty Limited Downer EDI Engineering Holdings Pty Ltd Downer EDI Engineering Power Pty Ltd Downer EDI Engineering Pty Limited
Downer EDI Engineering Transmission Pty Ltd (ii) Downer EDI Limited Tax Deferred Employee Share Plan Downer EDI Mining Pty Ltd
Downer EDI Mining-Blasting Services Pty Ltd Downer EDI Mining-Minerals Exploration Pty Ltd Downer EDI Rail Pty Ltd
Downer EDI Works Pty Ltd
Downer Energy Systems Pty Limited Downer Group Finance Pty Limited Downer Holdings Pty Limited
Downer Investments Holdings Pty Ltd Downer Mining Regional NSW Pty Ltd Downer PPP Investments Pty Ltd Downer Utilities Australia Pty Ltd
Downer Utilities Holdings Australia Pty Ltd Downer Utilities Networks Pty Ltd
Downer Utilities New Zealand Pty Ltd Downer Utilities Projects Pty Ltd Downer Utilities SDR Australia Pty Ltd Downer Utilities SDR Pty Ltd
Downer Victoria PPP Maintenance Pty Ltd EDI Rail PPP Maintenance Pty Ltd EDICO Pty Ltd
Emoleum Partnership
Emoleum Road Services Pty Ltd Emoleum Roads Group Pty Ltd Emoleum Services Pty Limited Evans Deakin Industries Pty Ltd Faxgroove Pty. Limited (ii)
ITS Pipetech Pty Limited Locomotive Demand Power Pty Ltd Lowan (Management) Pty. Ltd.
LNK Group Pty Ltd
Maclab Services Pty Limited
Mineral Technologies (Holdings) Pty Ltd Mineral Technologies Pty Ltd
New South Wales Spray Seal Pty Ltd Otraco International Pty Ltd
Otracom Pty Ltd
Primary Producers Improvers Pty. Ltd. QCC Resources Pty Ltd
Rail Services Victoria Pty Ltd REJV Services Pty Ltd Reussi Pty Ltd (ii)
Roche Bros. Superannuation Pty. Ltd. Roche Services Pty Ltd
RPC Roads Pty Ltd RPQ Asphalt Pty Ltd
RPQ North Coast Pty Ltd RPQ Pty Ltd
RPQ Services Pty Ltd RPQ Spray Seal Pty Ltd
SACH Infrastructure Pty Ltd Snowden Holdings Pty Ltd
Snowden Mining Industry Consultants Pty Ltd Snowden Technologies Pty Ltd
Southern Asphalters Pty Ltd Trico Asphalt Pty Ltd
VEC Civil Engineering Pty Ltd VEC Plant and Equipment Pty Ltd
New Zealand and PacificA F Downer Memorial Scholarship Trust Hawkins 2017 Limited
Hawkins Projects 1 Limited DGL Investments Limited
Downer Construction (Fiji) Limited
Downer Construction (New Zealand) Limited Downer Construction PNG Limited
Downer EDI Engineering PNG Limited Downer EDI Engineering Power Limited Downer EDI Mining NZ Limited
Downer EDI Works Vanuatu Limited Downer New Zealand Limited
Downer New Zealand Projects 1 Limited Downer New Zealand Projects 2 Limited Downer New Zealand Projects 3 Limited Downer Utilities Alliance New Zealand Limited Downer Utilities New Zealand Limited
Downer Utilities PNG Limited Green Vision Recycling Limited ITS Pipetech Pacific (Fiji) Limited Richter Drilling (PNG) Limited
Techtel Training & Development Limited Underground Locators Limited
Waste Solutions Limited Works Finance (NZ) Limited
AfricaDowner EDI Mining - Ghana Ltd
MD Mineral Technologies SA (Pty) Ltd.
MD Mining and Mineral Services (Pty) Ltd (i) Otraco Botswana (Proprietary) Limited Otraco Southern Africa (Pty) Ltd
Otraco Tyre Management Namibia (Proprietary) Limited Snowden Mining Industry Consultants (Proprietary) Ltd Snowden Training (Pty) Ltd
AsiaChan Lian Construction Pte Ltd
Chang Chun Ao Da Technical Consulting Co Ltd Changchun Ao Hua Technical Consulting Co Ltd Downer EDI Engineering Holdings (Thailand) Limited Downer EDI Engineering Thailand Ltd
Downer EDI Engineering (S) Pte Ltd Downer EDI Group Insurance Pte Ltd Downer EDI Rail (Hong Kong) Limited Downer EDI Works (Hong Kong) Limited Downer Pte Ltd
Downer Singapore Pte Ltd Duffill Watts Pte Ltd
Duffill Watts Vietnam Ltd (ii)
MD Mineral Technologies Private Limited PT Duffill Watts Indonesia
PT Otraco Indonesia
Spotless Group Holdings Limited published this content on 29 August 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 28 August 2017 22:17:02 UTC.
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