Form 604. Notice of change of interests of substantial holder. 22 February 2018

Transcription

1 604 Page 1/3 15 July 2001 Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder To Company Name/Scheme AWE Limited (AWE) ACN/ARSN Details of substantial holder (1) Name ACN (if applicable) Mitsui & Co., (ARBN ) (Mitsui), and each of the entities listed in Annexure A (Mitsui Group Entities). See Annexure A There was a change in the interests of the substantial holder on 22 February 2018 The previous notice was given to the company on 9 February 2018 The previous notice was dated 9 February Previous and present voting power The total number of votes attached to all the voting shares in the company or voting interest 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: Class of securities (4) Previous notice Present notice Person s votes Voting power (5) Person s votes Voting power (5) Ordinary shares 0 0% 1.05% (based on 625,253,903 ordinary shares on issue) 3. Changes in relevant interests 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: Date of change Person whose relevant interest changed 21/02/2018 Mitsui and each of the Mitsui Group Entities Nature of change (6) Acquisition of relevant interests in in AWE as a result of acceptances of takeover offers made by Mitsui dated 12 February 2018 which were included in its bidder s statement dated 9 February 2018 (the Offers). Consideration given in relation to change (7) $0.95 for each AWE ordinary share, subject to the terms of the Offers Class and number of securities affected 3,898,847 Person s votes affected 3,898,847 22/02/2018 Mitsui and each of the Mitsui Group Entities Acquisition of relevant interests in in AWE as a result of acceptances of the Offers. $0.95 for each AWE ordinary share, subject to the terms of the Offers 2,689,654 2,689, page 1

2 4. Present relevant interests 604 Page 2/3 15 July 2001 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) Mitsui Mitsui Mitsui Relevant interest under section 608(1) of the Corporations Act 2001, being a relevant interest arising through Mitsui being the registered holder of the shares. Various offerees who have accepted an offer Subject to the terms of the Offers, Mitsui Relevant interest under section 608(1) and/or section 608(8) of the Corporations Act 2001 pursuant to acceptances of the Offers. The shares which are the subject of the acceptances have not yet been transferred into the name of Mitsui. The power of Mitsui to vote or dispose of the shares that are the subject of acceptances of the Offers is qualified since the Offers have not been declared unconditional and it is not presently registered as the holder of the shares. Class and number of securities 0 0 Person s votes Mitsui Group Entity Mitsui Mitsui Relevant interest under section 608(3)(a) and/or section 608(3)(b) of the Corporations Act 2001, being a relevant interest held through a body corporate (Mitsui) in which the voting power of the relevant Mitsui Group Entity is above 20% or which the relevant Mitsui Group Entity controls. No Mitsui Group Entity is entitled to be registered as the holder of the shares and the ability of each Mitsui Group Entity to vote or dispose of the shares is qualified accordingly. 0 0 Various offerees who have accepted an Offer Subject to the terms of the Offers, Mitsui Relevant interest under section 608(3)(a) and/or section 608(3)(b) of the Corporations Act 2001, being a relevant interest held through a body corporate (Mitsui) in which the voting power of the relevant Mitsui Group Entity is above 20% or which the relevant Mitsui Group Entity controls. The relevant interest arises through acceptances of the Offers. The power of the relevant Mitsui Group Entity to vote or dispose of the shares that are the subject of acceptances of the Offers is qualified since the Offers have not been declared unconditional and Mitsui is not presently registered as the holder of the shares, and the relevant Mitsui Group Entity is not entitled to be registered as the holder of the shares. 5. Changes in association 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: Name and ACN (if applicable) Nature of association page 2

3 N/A N/A 604 Page 3/3 15 July Addresses The addresses of persons named in this form are as follows: Name Mitsui Address 1-3, Marunouchi 1-chome, Chiyoda-ku, Tokyo , Each Mitsui Group Entity Care of: 1-3, Marunouchi 1-chome, Chiyoda-ku, Tokyo , Signature print name Kensuke Togawa capacity Attorney sign here date 22 February 2018 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 (3) See the definition of relevant interest in sections 608 and 671B(7) of the Corporations Act (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 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 (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 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. (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 page 3

4 Annexure A This is Annexure A of 4 pages referred to in the Form 604 (Notice of Change of Interests of Substantial Holder), signed by me and dated 22 February Kensuke Togawa Attorney Mitsui Group Entities n incorporated) n incorporated) LNG (MIMI) Pty Ltd (ACN ) 500) KARUGAMO ENERGY MANAGEMENT PTY. LIMITED (ACN ) Mitsui & Co. Benelux S.A./N.V. Mitsui AgriScience International S.A./N.V. Belgium Belgium Komatsu Marketing Support Pty. (ACN ) Agricola Xingu S.A MIT POWER AUSTRALIA PTY LTD (ACN ) Ecogen Brasil Solucoes Energeticas S.A. Mitsui & Co. () (ACN ) MITSUI & CO. (BRASIL) S.A. MITSUI ALIMENTOS LTDA. Mitsui & Co. Financial Services () (ACN ) Mitsui E&P Ltda. Mitsui & Co. Iron Ore Exploration & Mining Pty. (ACN ) MITSUI GAS E ENERGIA DO BRASIL LTDA. Mitsui Bussan Woodchip Oceania Pty. (ACN ) Mitsui Bussan Woodchip Oceania Pty. (ACN ) Mitsui Coal Holdings Pty. (ACN ) Mitsui Rail Capital Participações Ltda. MlZHA ENERGIA PARTICIPACOES S.A. Multigrain S.A Veloce Logistica S.A. Mitsui E&P Pty Limited (ACN ) Mitsui Iron Ore Corporation Pty. (ACN ) Argo Sales MIT POWER CANADA LP INC. Mitsui & Co. (Canada) Canada Canada Canada Mitsui Iron Ore Development Pty. (ACN ) Mit-Salmon SpA Mitsui Raw Materials Development Pty. Limited (ACN ) Mitsui-ltochu lron Pty. (ACN ) Mitsui Agro Business S.A. Mitsui Mineral Resources Development (Latin America) Limitada. MlTSUl AUTO FINANCE CHlLE LTDA. Mittwell Energy Resources Pty Ltd (ACN ) Toyota S.A. Shark Bay Salt Pty. (ACN Mitsui & Co. (China) China page 1

5 n incorporated) n incorporated) Mitsui & Co. (Hong Kong) Mitsui & Co. (Shanghai) Hi-Bis GmbH China China Germany Mitsui & Co. Asset Management Holdings Mitsui & Co. Financial Management, Mitsui & Co. Deutschland GmbH Germany Mitsui & Co. Financial Services BUSSAN AUTO FINANCE INDIA PRIVATE LIMITED P.T. Yamaha Indonesia Motor Manufacturing India Indonesia MITSUI & CO. FORESIGHT Mitsui & Co. Global Investment Mitsui & Co. Global Logistics, PT. Bussan Auto Finance Indonesia Mitsui & Co. Petroleum M&T Aviation Finance (Ireland) Ireland Mitsui & Co. Plant Systems, ALCANTARA S.P.A. Italy Mitsui & Co. Steel Mitsui & Co. ltalia S.p.A. Italy Mitsui & Co. Trade Services Mitsui E&P Italia A S r.l. Italy Mitsui & Co., Logistics Partners agricompass Inc. Mitsui & Co., Principal Investments AIM SERVICES CO., Mitsui & Co., Realty Management Bussan Logistics Solutions Co., MITSUI &CO. REAL ESTATE Bussan Sumisho Carbon Energy Co., MITSUI BUSSAN 1-FASHION Clean Energy Service Co., DAIICHI TANKER CO., Daito Chemical Co., Daito Chemical Industries, Mitsui Bussan Aerospace Co., Mitsui Bussan Agro Business Co., MITSUI BUSSAN AUTOMOTIVE INC. MITSUI BUSSAN BUSINESS PARTNERS CO., ENEOS GLOBE Corporation Mitsui Bussan Chemicals Co., Fukushima Gas Power Co., Guarana Urban Mobility Incorporated Honshu Chemical Industry Co., Mitsui Bussan Copper Investment & Co., Mitsui Bussan Credit Consulting Co., JA Mitsui Leasing, Mitsui Bussan Electronics -Arabia Methanol Company Mitsui Bussan I-Fashion KG Berau Petroleum MITSUI BUSSAN KOZAI HANBAI CO., KG Wiriagar Petroleum KONAN FUTO CO., LTD MITSUI BUSSAN MACHINE TEC CO., LNG Import Service Sakhalin Co., MITSUI BUSSAN META LS CO., MAX MARA JAPAN CO., MITSUI BUSSAN PACKAGING CO., LTD Micro Biopharm Co., Mitsui Bussan Secure Directions, Inc. Mitsui & Co. Alternative Investments Limited MITSUI BUSSAN STEEL TRADE CO., page 2

6 n incorporated) n incorporated) Mitsui Bussan Trade Services Mitsui Bussan Fertilizer Resources B.V. Mitsui Electronics Inc. Mitsui E&P Middle East B.V. MITSUI FOODS CO., Mitsui Gas Development Qatar B.V. MITSUI KNOWLEDGE INDUSTRY CO., Mitsui LNG Nederland B.V. Mitsui Norin Co., Mitsui Oil Exploration Co., Mitsuibussan Insurance Co., MITSUI & CO. PLASTICS Orient Marine Co., PRI FOODS CO., Qatar LNG Service Agency Co., Mitsui Rail Capital Europe B.V. Mitsui Sakhalin Holdings B.V. MRCE Group Oriente Copper B.V. Komatsu-Mitsui Maquinarias Peru S.A. Mitsui Automotriz S.A. Mitsui & Co. Mineral Resources Development (Asia) Corp. Peru Peru Philippines RETAIL SYSTEM SERVICE CO., International Methanol Company Saudi Arabia Sakhalin LNG Service Co., Asia Pacific Mobile Pte. San-ei Sucrochemical Co., Mitsui & Co. (Asia Pacific) Pte. TOHO BUSSAN KAISHA, Tokyo International Air Cargo Terminal Tomakomai Biomass Power Generation Co., Mitsui & Co. Energy Trading Pte. Mitsui & Co. Financial Services (Asia) OMC SHIPPING PTE. TRI-NET (JAPAN) INC. Portek International Private Limited Trinet Logistics Co., Regency Steel Asia Pte VENDOR SERVICE CO., Western LNG Import Service Co., TRI-NET LOGISTICS (ASIA) PTE. Multigrain Trading AG Switzerland World Hi-Vision Channel, Inc. XINGU AGRI AG Switzerland MCC Logistics Korea Korea Mitsui & Co. (Taiwan) Taiwan Mitsui & Co. Korea Korea BAF () Co., QATAR LNG TRANSPORT Liberia Bangkok Coil Center Co., ATLATEC, S.A. de C.V. Mexico Mit-Power Capitals () Limited HINO MOTORS SALES MEXICO, S.A. DE C.V. Mexico Mitsiam International MIT Gas Mexico, S. de R.L. de C.V. Drillship Investment B.V. Mexico Mitsui & Co. () Mitsui Bussan Automotive () Co., EURO-MIT STAAL B.V. Mitsui Water Holdings () Collahuasi Resources B.V. Siam Yamato Steel Co., Mit Investment Manzanillo B.V. Advanced Composites, Inc page 3

7 n incorporated) n incorporated) Champions Cinco Pipe & Supply LLC Grain Corporation of Oregon Ellison Technologies Inc. Westport Petroleum, LLC Fairway Methanol LLC WILSEY FOODS, INC. Game Changer Holdings Inc. Hydro Capital Corporation Intercontinental Terminals Company LLC MBK Real Estate LLC Mitsui & Co., Middle East MBK Healthcare Partners Limited MBK Real Estate Europe Limited Arab Emirates MBK USA Commercial Vehicles Inc. MIT LAFFAN REFINERY MEP Texas Holdings LLC MEPUS Holdings Corporation Mitsui & Co. Europe PLC Mit Wind Power Inc. Mitsui & Co. Financial Services (Europe) Plc Mitsui & Co. (), Inc. Mitsui & Co. Cameron LNG Investment, Inc. Mitsui & Co. Cameron LNG Sales, Inc. Mitsui & Co. Energy Marketing and Services (USA), Inc. Mitsui & Co. LNG Investment Limited Mitsui Bussan Commodities Mitsui E&P Mozambique Area 1 Limited Mitsui & Co. Financial Services () Inc. Mitsui E&P UK Limited Mitsui & Co. Global Investment (USA) Inc. Mitsui Power Ventures Limited Mitsui & Co. LNG Investment USA, Inc. Mitsui AgriScience International Inc. Mitsui Bussan Logistics, Inc. Mitsui E&P Texas LP Mitsui E&P USA LLC Mitsui Foods, Inc. Mitsui Rail Capital Holdings, lnc. MITSUI PLASTICS INC. MMTX Inc. MyPower Corp. Novus International, Inc. Paul Stuart, Inc. Road Machinery, LLC The Delta Companies UHS Partners, Inc page 4