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CHALLENGER LIMITED — Major Shareholding Notification 2017
Jun 27, 2017
64641_rns_2017-06-27_5942bcc4-7a6b-41f2-9a88-3f221742f23f.pdf
Major Shareholding Notification
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605 page 1/2 15 July 2001
Form 605
Corporations Act 2001 Section 671B
Notice of ceasing to be a substantial holder
To Company Name/Scheme CHALLENGER LTD ACN/ARSN 106 842 371
1. Details of substantial holder(1)
Name
BlackRock Group (BlackRock Inc. and subsidiaries named in AnnexuresACN/ARSN (if applicable)
to this form)
The holder ceased to be a substantial holder on 26 / / 06 2017 The previous notice was given to the company on 27 / / 06 2017 The previous notice was dated 23 / / 06 2017
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 |
|---|---|---|---|---|---|
Annexure A & C |
|||||
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
4. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
Annexure B |
|
Signature
| print name sign here |
capacityKayla Mulvihill*Authorised Signatory |
|---|---|
| date / / 28062017 |
605 page 2/2 15 July 2001
DIRECTIONS
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(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.
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(2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
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(3) See the definition of "associate" in section 9 of the Corporations Act 2001.
(4) Include details of:
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(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
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(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.
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(5) 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 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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(6) The voting shares of a company constitute one class unless divided into separate classes.
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(7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Annexure A
This is Annexure A of 1 pages referred to in form 605 Notice of ceasing to be a substantial shareholder
Kayla Mulvihill, Authorised Signatory
28-Jun-17 Date
2. Changes in relevant interests
| CHALLENGER LTD (CGF) | CHALLENGER LTD (CGF) | ||||||
|---|---|---|---|---|---|---|---|
| Date of Change |
Person whose relevant interest changed |
Nature of change (4) / Consideration given in relation to change (5) |
CCY | Class (6) and number of securities affected |
Person's votes affected |
||
| 26-Jun-17 | BlackRock Investment Management | in specie | n/a | AUD | ord | 56,535 | 56,535 |
| (UK)Limited | |||||||
| 26-Jun-17 | BlackRock Investment Management | in specie | n/a | AUD | ord | 25,017 | 25,017 |
| (UK)Limited | |||||||
| 26-Jun-17 | BlackRock Investment Management | in specie | n/a | AUD | ord | 2,553 | 2,553 |
| (UK)Limited | |||||||
| 26-Jun-17 | BlackRock Investment Management | in specie | n/a | AUD | ord | 3,285 | 3,285 |
| (UK)Limited | |||||||
| 26-Jun-17 | BlackRock Advisors(UK)Limited | in specie | n/a | AUD | ord | -56,535 | -56,535 |
| 26-Jun-17 | BlackRock Advisors(UK)Limited | in specie | n/a | AUD | ord | -25,017 | -25,017 |
| 26-Jun-17 | BlackRock Advisors(UK)Limited | in specie | n/a | AUD | ord | -5,838 | -5,838 |
| 26-Jun-17 | BlackRock Fund Advisors | on mkt buy | 13.46 | AUD | ord | 583 | 583 |
| 26-Jun-17 | BlackRock Fund Advisors | in specie | n/a | AUD | ord | 4,310 | 4,310 |
| 26-Jun-17 | BlackRock Fund Advisors | in specie | n/a | AUD | ord | -7,617 | -7,617 |
| 26-Jun-17 | BlackRock Fund Advisors | in specie | n/a | AUD | ord | 4,740 | 4,740 |
| 26-Jun-17 | BlackRock Asset Management North | collateral transfer | n/a | AUD | ord | -592,208 | -592,208 |
| Asia Limited |
CGF
page 1 of 1
Annexure B
This is Annexure B of 1 pages referred to in form 605 Notice of ceasing to be a substantial shareholder
28-Jun-17
Kayla Mulvihill, Date Authorised Signatory
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| BlackRock Group | |
| BlackRock Inc. | 55 East 52nd Street |
| New York NY 10055 USA | |
| BlackRock Advisors (UK) Limited | 12 Throgmorton Avenue. |
| London, EC2N 2DL, | |
| United Kingdom | |
| BlackRock Asset Management North Asia Limited | 15/F, 16/F, 17/F Citibank Tower & 17/F ICBC Tower, |
| 3 Garden Road,Central,HongKong | |
| BlackRock Fund Advisors | 400 Howard Street |
| San Francisco, CA, 94105 | |
| United States | |
| BlackRock Investment Management (UK) Limited | 12 Throgmorton Avenue |
| London EC2N 2DL | |
| United Kingdom |
CGF
page 1 of 1
Annexure C
This is Annexure C of 1 page referred to in form 605 Notice of ceasing to be a substantial shareholder
| 28-Jun-17 Kayla Mulvihill, Authorised Signatory Date |
28-Jun-17 Kayla Mulvihill, Authorised Signatory Date |
|---|---|
| Type of agreement: | Global Master Securities Lending Agreement |
| Parties to agreement: | Party A - Citigroup Global Markets Limited Party B - HSBC Institutional Trust Services (Asia) Limited |
| Transfer date: | Refer to Annexure A (transactions identified as collateral transfers) |
| Holder of voting rights: | BlackRock Asset Management North Asia Limited (as investment manager for the funds) |
| Are there any restrictions on voting rights? If yes, detail |
Yes. Unless otherw ise agreed betw een the parties, the Registered Ow ner w ill not exercise any voting rights. |
| Scheduled return date (if any): | Not applicable. |
| Does the borrower have the right to return early? If yes, detail |
Yes. Upon an Event of Default under the GMSLA, the GMSLA provides, broadly, that both parties payment and delivery obligations w ill be accelerated and replaced w ith an obligation of one party to pay a single cash sum to the other determined in accordance w ith the provisions of the GMSLA (as modified by the Annex). The GMSLA provides that the parties’ right to terminate the Agreement upon notice w ill not affect the parties’ existing obligations in respect of any outstanding loans of securities. The Annex amended and restricted the Borrow er's termination rights – i.e. Borrow er may not have the right to terminate and return the borrow ed securities - as the Borrow er w as to borrow the securities issued by it (or its sister company) to provide protection against the insolvency of the issuer and so usual rights of termination in a GMSLA w ere restricted. Subject to the terms of the relevant Loan, the Borrow er, may early terminate a Loan and return Equivalent Securities at any time provided that it “shall cease to have such entitlement if an Act of Insolvency w ith respect to any Security Issuer or any of the Borrow er’s or any Security Issuer’s affiliates has occurred, or any such person takes any steps preparatory to any of the matters w hich w ould constitute an Act of Insolvency |
| Does the lender have the right to recall early? If yes, detail |
Yes, at notice. |
| Will the securities be returned on settlement? If yes, detail any exceptions |
Yes. |
A copy of this agreement will be provided to CHALLENGER LTD or the Australian Securities and Investments Commission upon request.
CGF page 1 of 1