Form 604. Notice of change of interests of substantial holder

Transcription

1 Form 604 Corporations Law Section 671B Notice of change of interests of substantial holder To Company Name/Scheme TRADE ME GROUP LIMITED ACN/ARSN ARBN Details of substantial holder(1) Name WESTPAC BANKING CORPORATION (WBC) and its associated companies listed in Annexure A ACN/ARSN (if applicable) ABN There was a change in the interests of the substantial holder on 21/05/2013 The previous notice was given to the company on 20/05/2013 The previous notice was dated 16/05/ Previous and present 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 when last required, and when now required, to give a substantial holding notice in the company or scheme, are as follows: Class of securities (4) Previous Notice Present Notice Person s votes Voting Power Person s votes Voting Power (5) ORDINARY SHARES 25,903, % 20,883, % 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 21/05/2013 WBC & its Associates Westpac Financial Services Group (WFSG), Westpac RE, BT Funds Management (NZ), BT Funds Management No.2, BT Funds Management, Advance Asset Management, BT Nature of change (6) See Schedule Consideration given in relation to change (7) See Schedule Class and number of securities affected See Schedule Person s votes affected See Schedule Page 1

2 4. Present relevant interests Investment Management (Fund Services), BT Investment Management (Institutional) Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows: Holder of relevant interest Advance Asset Management BT Funds Management (NZ) BT Funds Management BT Funds Management No.2 BT Investment Management (Fund Services) Registered holder of securities (). NZ Guardian Ltd BT Portfolio Services (). (). Permanent Trustee National Custodian Nature of relevant interest (6) Advance Asset Management Ltd is the RE of various unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares. BT Funds Management (NZ) is the manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares. BT Funds Management is the manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares. BT Funds Management No 2 is or may be the Manager of various Superannuation funds, Institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares. BT Investment Management (Fund Services) is the responsible entity of various managed investment schemes and, in that capacity, can exercise the power to vote or dispose of the shares. Number of securities 1,297,372 1,142,159 1,234,112 1,232,614 6,548,722 and New Zealand Banking Group IAG (). Page 2

3 BNP Fund Services Australasia Pty National Citicorp Pty JP Morgan Chase Bank National Bank BT Investment Management (Institutional) Westpac RE National n Custodian Services UBS Wealth Management (). (). BT Investment Management (Institutional) (previously known as BT Investment Management (RE) ) is the fund manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares. Westpac RE Pty is the manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares. 9,263, , Changes in association The persons who have become associates (2) of, or ceased to be associates of, or have changed the nature of their association (9) with, the holder in relation to voting interests in the company or scheme are as follows: Name and ACN/ARSN (if applicable) Nature of association 6. Addresses The addresses of persons named in this form are as follows: Name Westpac Banking Corporation (WBC) Westpac Financial Services Group (WFSG) Westpac RE BT Funds Management (NZ) BT Funds Management No.2 Address Level 20, Westpac Place, 275 Kent St, Sydney Level 20, Westpac Place, 275 Kent St, Sydney Level 20, Westpac Place, 275 Kent Street, Sydney Level 15 PwC Tower 188 Quay Street Auckland NZ Level 20, Westpac Place, 275 Kent Street, Sydney Page 3

4 BT Funds Management Advance Asset Management BT Investment Management (Fund Services) BT Investment Management (Institutional) TRADE ME GROUP LIMITED Level 20, Westpac Place, 275 Kent Street, Sydney Level 20, Westpac Place, 275 Kent Street, Sydney Level 14, Chifley Tower, 2 Chifley Sydney, Sydney Level 14, Chifley Tower, 2 Chifley Square SYDNEY Trade Me Group (TME) C/ Fairfax Media Level 5, 1 Darling Island Road PRYMONT NSW 2009 Tel: Fax: Signature print name Tim Hartin capacity Company Secretary sign here date 23/5/2013 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 6of the form. (2) See the definition of associate in section 9 of the Corporations Law. (3) See the definition of relevant interest in sections 608 and 671B(7) of the Corporations Law. (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 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 with 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). (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 changes in that association since the last substantial holding notice. Page 4

5 SCHEDULE TRANSACTION HISTORY Sales & Purchases for the period : 17/05/2013 to 21/05/2013 SECURITY: TME BT Funds Management 21/05/2013 (). -678,263-2,984, /05/2013 (). -4,878-21, /05/2013 (). -118, , Total -801,953-3,528, BT Funds Management Total : -801,953-3,528, BT Funds Management No.2 21/05/2013 (). -75, , Total -75, , BT Funds Management No.2 Total : -75, , BT Investment Management (Fund Services) 21/05/2013 BNP Fund Services Australasia Pty -52, , /05/2013 BNP Fund Services Australasia Pty -26, , /05/2013 BNP Fund Services Australasia Pty -150, , Total -229,759-1,010, /05/2013 Citicorp Pty -104, , /05/2013 Citicorp Pty -7,069-31, /05/2013 Citicorp Pty -316,205-1,391, /05/2013 Citicorp Pty -63, , Total -491,009-2,160, /05/2013 (). -6,402-28, /05/2013 (). -19,693-86, /05/2013 (). -9,683-42, /05/2013 (). -87, , Total -122, , /05/2013 IAG -66, , /05/2013 IAG -5,206-22, /05/2013 IAG -24, , /05/2013 IAG -2,291-10, /05/2013 IAG -1,979-8, /05/2013 IAG -13,862-60, Page 5

6 21/05/2013 IAG -15,034-66, Total -129, , /05/2013 JP Morgan Chase Bank -136, , /05/2013 JP Morgan Chase Bank -331,688-1,459, /05/2013 JP Morgan Chase Bank -3,807-16, Total -471,907-2,076, /05/2013 National Bank -11,389-50, /05/2013 National Bank -18,819-82, /05/2013 National Bank -4,524-19, /05/2013 National Bank -57, , /05/2013 National Bank -651,156-2,865, /05/2013 National Bank -115, , /05/2013 National Bank -28, , /05/2013 National Bank -214, , Total -1,101,680-4,847, /05/2013 National Custodian -55, , Total -55, , /05/2013 Permanent Trustee -17,208-75, Total -17,208-75, BT Investment Management (Fund Services) Total : -2,619,835-11,527, BT Investment Management (Institutional) 21/05/2013 (). -1,118,940-4,923, /05/2013 (). -190, , /05/2013 (). -192, , Total -1,502,389-6,610, BT Investment Management (Institutional) Total : -1,502,389-6,610, BT Funds Management (NZ) 20-May-13 Guardian , May-13 Guardian , Total -32, , BT Funds Management (NZ) Total -32, , Page 6

7 ANNEXURE A ASSOCIATED COMPANIES This is annexure A (being 3 pages) referred to in Form 604, Notice of change of interests of substantial holder, lodged for Westpac and its associated entities Tim Hartin Company Secretary WBC 21/05/ (Commercial) Pty Sallmoor Pty 1925 (Industrial) Pty Securitor Financial Group 1925 Advances Pty Seed Pool Trust No. 2 A.G.C. (Pacific) Papua New Guinea Series G WST Trust Advance Asset Management Series M WST Trust Altitude Administration Pty Series WST Trust Altitude Rewards Pty Series WST Trust Aotearoa Financial Services New Zealand Series WST Trust Ascalon Capital Managers (Asia) Hong Kong Series WST Trust Ascalon Capital Managers Series WST Trust Ascalon Funds Seed Pool Trust Series WST Trust Asgard Capital Management Sixty Martin Place (Holdings) Pty Asgard Wealth Solutions St.George Business Finance Pty Athena Finance Pty St.George Custodial Pty n Loan Processing Security Company Pty St.George Equity Finance n Loan Processing Security Trust St.George Finance Holdings Belliston Pty St.George Finance Bill Acceptance Corporation St.George Group Holdings Pty BLE Capital Investments Pty St.George Life BLE Capital St.George Motor Finance BLE Development Pty St.George Procurement Management Pty BLE Holdings Pty St.George Security Holdings Pty BT (Queensland) Pty Sydney Capital Corp Inc. USA BT Pty Tavarua Funding Trust III USA BT Financial Group (NZ) New Zealand Tavarua Funding Trust IV USA BT Financial Group Pty Teuton Pty BT Funds Management (NZ) New Zealand The Home Mortgage Company New Zealand BT Funds Management The Mortgage Company Pty BT Funds Management No.2 The Warehouse Financial Services New Zealand BT Investment Management (Institutional) TIF International 1 Pty BT Investment Management (Fund Services) Value Pty BT Investment Management W1 Investments Pty BT Life Waratah Receivables Corp Pty BT Long Term Income Fund Waratah Securities BT Portfolio Services Westpac (NZ) Investments New Zealand BT Private Pty (formerly known as BT Investment Management No.2 ) Westpac Administration Pty Page 7

8 BT Securities Westpac Altitude Rewards Trust BT Short Term Income Fund Westpac Americas Inc. USA BTIM UK UK Westpac Asian Lending Pty Castlereagh Trust Westpac Bank of Tonga Tonga CBA Westpac Bank Samoa Samoa Challenge Finance Pty Westpac Banking Corporation Challenge Westpac Bank-PNG- Codrington S.a.r.l. Luxembourg Westpac Capital Holdings Inc. USA Crusade ABS Series Trust Westpac Capital Markets Holding Corp. USA Crusade CP Management Pty Westpac Capital Markets LLC USA Crusade CP No.1 Pty Westpac Capital Trust III USA Crusade CP Trust No. 41 Westpac Capital Trust IV USA Papua New Guinea Crusade CP Trust No. 44 Westpac Capital-NZ- New Zealand Crusade CP Trust No. 48 Westpac Cash PIE Fund New Zealand Crusade CP Trust No. 49 Westpac Cook Cove Trust I Crusade CP Trust No. 50 Westpac Cook Cove Trust II Crusade CP Trust No. 52 Westpac Covered Bond Trust New Crusade CP Trust No. 53 Westpac Custodian Crusade CP Trust No. 54 Westpac Debt Securities Pty Crusade CP Trust No. 55 Westpac Delta LLC USA Crusade CP Trust No. 56 Westpac Direct Equity Investments Pty Crusade CP Trust No. 57 Westpac Equipment Finance (No.1) Pty Crusade CP Trust No. 58 Westpac Equipment Finance Crusade CP Trust No. 60 Westpac Equity Holdings Pty Crusade Euro Trust 1E of 2006 Westpac Equity Investments NZ New Zealand Crusade Euro Trust 1E of 2007 Westpac Equity Pty Crusade Global Trust 1 of 2005 Westpac Europe UK Crusade Global Trust 1 of 2006 Westpac Finance (HK) Hong Kong Crusade Global Trust 1 of 2007 Westpac Financial Consultants Crusade Global Trust 2 of 2004 Westpac Financial Holdings Pty Crusade Global Trust 2 of 2005 Westpac Financial Services Group Crusade Global Trust 2 of 2006 Westpac Financial Services Group-NZ- New Zealand Crusade Management Westpac Financial Services Crusade Trust 1A of 2005 Westpac Funding Holdings Pty Crusade 2P Trust of 2008 Westpac Funds Financing Holdco Pty Danaby Pty Westpac Funds Financing Pty eqr Securities Pty. Westpac General Insurance FAI Trust No 2 Westpac General Insurance Services G.C.L. Investments Pty Westpac Group Investment-NZ- New Zealand General Credit Holdings Pty Westpac Group Investments Pty General Credits Pty Westpac Holdings-NZ- New Zealand Halcyon Securities Westpac Investment Capital Corporation USA Hastings Advisers LLC USA Westpac Investment Vehicle No.2 Pty Hastings Forestry Investments New Zealand Westpac Investment Vehicle No.3 Pty Hastings Forests Pty Westpac Investment Vehicle Pty Page 8

9 Hastings Funds Management Asia Pty. Singapore Westpac Investments U.K. UK Hastings Funds Management (UK) UK Westpac Leasing -Vic.-Pty Hastings Funds Management (USA) Inc. USA Westpac Lenders Mortgage Insurance Hastings Funds Management Westpac Life Insurance Services Hastings Group Pty Westpac Life-NZ- New Zealand Hastings Investment Capital LP USA Westpac New Zealand Group New Zealand Hastings Investments GP LLC USA Westpac New Zealand New Zealand Hastings Investment Management Pty Ltd (formerly Hastings Private Equity Fund IIB Pty ) Westpac -NZ- New Zealand Hastings Management Pty Westpac NZ Covered Bond Holdings New Zealand Hastings Private Equity Fund IIA Pty Westpac NZ Covered Bond New Zealand Hickory Trust Westpac NZ Leasing New Zealand Hitton Pty Westpac NZ Operations New Zealand HLT Custodian Trust New Zealand Westpac NZ Securitisation Holdings New Zealand J O Hambro Capital Management Holdings UK Westpac NZ Securitisation New Zealand J O Hambro Capital Management UK Westpac NZ Securitisation No. 2 New Zealand JOHCM (Singapore) Pte Singapore Westpac Overseas Holdings No. 2 Pty JOHCM (USA) General Partner Inc USA Westpac Overseas Holdings Pty JOHCM (USA) Inc USA Westpac Pacific Partnership JOHCMG Share Trustee UK Westpac Private Equity Pty Magnitude Group Pty Westpac Properties MIF Custodian Trust New Zealand Westpac RE Mortgage Management Westpac Securities Administration Nationwide Management Pty Westpac Securities Net Westpac Securities NZ New Zealand Number New Zealand Westpac Securitisation Holdings Pty Oniston Pty Westpac Securitisation Management Pty Packaging Properties 1 Pty Westpac Singapore Singapore Packaging Properties 2 Pty Westpac Structured Products Packaging Properties 3 Pty Westpac Superannuation -NZ- New Zealand Partnership Pacific Westpac Syndications Management Pty Partnership Pacific Securities Westpac Term PIE Fund New Zealand Pashley Investments Pty Westpac TPS Trust RAMS Financial Group Pty Westpac Unit Trust RMS Warehouse Trust Westpac USA Inc. USA Note: Westpac retains 63% ownership of BT Investment Management who lodges separate notices under ASX code BTT BT Investment Management (63%) BT Investment Management (RE) (Subsidiary of BT Investment Management ) Page 9