4 November 2014 Company Announcements Platform n Securities Exchange Limited 20 Bridge Street SYDNEY Dear Sir/Madam, Notice of Ceasing to be a Substantial Holder In accordance with section 671B of the Corporations Act 2001 (Cth), we attach a Notice of Ceasing to be a Substantial Holder (Form 605) in respect of Lifestyle Communities Limited. A notice in substantially the same terms will also be lodged with the ASX on behalf of Westpac Banking Corporation (WBC). Yours faithfully, Chris Millard Company Secretary {00007289.DOC}BT Investment Management Limited ABN 28 126 385 822 PO Box 7072 Sydney NSW 2001 The Chifley Tower Level 15, 2 Chifley Square Sydney Tel 612 8253 2999 BT is a registered trade mark of BT Financial Group Pty Ltd and is used under licence www.btim.com.au
Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder To Company Name/Scheme LIFESTYLE COMMUNITIES LIMITED (LIC) ACN/ARSN ACN 078 675 153 1. Details of substantial holder(1) Name BT INVESTMENT MANAGEMENT LIMITED (BTT) ACN/ARSN (if applicable) ACN 126 365 822 The holder ceased to be a substantial holder on 31/10/2014 The previous notice was given to the company on 27/10/2014 The previous notice was dated 23/10/2014 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 31/10/2014 WBC & its Associates Westpac Financial Services Group Limited (WFSG), BT Funds Management Limited, Asgard Capital Management Limited, Westpac Financial Services Group Limited, Advance Asset Management Limited, BT Investment Management (Fund Services) Limited, BT Investment Management (Institutional) Limited Nature of change (4) See Annexure 'A' Consideration given in relation to change (5) See Annexure 'A' Class (6) and number of securities affected See Annexure 'A' Person s votes affected See Annexure 'A' 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 the voting interests of the company or scheme are as follows: Name and ACN/ARSN (if applicable) Nature of association {00007288.DOCX}Page 1 of 7
4. Addresses The addresses of persons named in this form are as follows: Name Westpac Banking Corporation (WBC) Westpac Financial Services Group Limited (WFSGL) BT Funds Management Limited Asgard Capital Management Limited Westpac Financial Services Group Limited Advance Asset Management Limited BT Investment Management (Fund Services) Limited BT Investment Management (Institutional) Limited LIFESTYLE COMMUNITIES LIMITED (LIC) 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 20, Westpac Place, 275 Kent Street, Sydney 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 The Company Secretary, LIFESTYLE COMMUNITIES LIMITED (LIC) Level 2, 35 Market Street SOUTH MELBOURNE VIC 3205 Tel: +61 3 9682 2249 Fax: +61 3 9682 1236 Signature Print name Chris Millard Capacity Company Secretary Sign here Date 04/11/2014 {00007288.DOCX}Page 2 of 7
DIRECTIONS (1) If there are a number of substantial holders with similar or related relevant interests (e.g. 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. (2) See the definition of relevant interest in sections 608 and 671B(7) of the Corporations Act 2001. (3) See the definition of associate in section 9 of the Corporations Act 2001. (4) Include details of: (a) (b) 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 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 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. (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. (6) The voting shares of a company constitute one class unless divided into separate classes. (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. {00007288.DOCX}Page 3 of 7
ANNEXURE A This is annexure A' referred to in Form 605, Notice of ceasing to be a substantial holder, lodged for Westpac Banking Corporation ACN 007 457 141 and its associated entities Tim Hartin Company Secretary, Westpac Banking Corporation 31/10/2014 Sales & Purchases for the period : 24/10/2014 to 31/10/2014 SECURITY: LIC BT Investment Management (Institutional) Limited Date Registered Company Nature of Change Quantity Consideration Class of Securities Person s votes affected 30/10/2014 HSBC Custody Nominees () Limited. Sale -41,039-82,078.00 Ordinary 41,039 30/10/2014 HSBC Custody Nominees () Limited. Sale -50,000-100,000.00 Ordinary 50,000 30/10/2014 HSBC Custody Nominees () Limited. Sale -13,000-26,000.00 Ordinary 13,000 30/10/2014 HSBC Custody Nominees () Limited. Sale -7,453-14,906.00 Ordinary 7,453 30/10/2014 HSBC Custody Nominees () Limited. Sale -900-1,800.00 Ordinary 900 30/10/2014 HSBC Custody Nominees () Limited. Sale -6,000-12,000.00 Ordinary 6,000 30/10/2014 HSBC Custody Nominees () Limited. Sale -15,657-31,314.00 Ordinary 15,657 30/10/2014 HSBC Custody Nominees () Limited. Sale -13,888-27,776.00 Ordinary 13,888 30/10/2014 HSBC Custody Nominees () Limited. Sale -2,063-4,126.00 Ordinary 2,063 Total -150,000-300,000.00 BT Investment Management (Institutional) Limited Total : -150,000-300,000.00 {00007288.DOCX}Page 4 of 7
ANNEXURE B This is annexure B (being 3 pages) referred to in Form 605, Notice of ceasing to be a substantial holder, lodged for Westpac Banking Corporation ACN 007 457 141 and its associated entities Tim Hartin Company Secretary Westpac Banking Corporation 31/10/2014 Westpac Banking Corporation Qvalent Pty Limited 1925 (Commercial) Pty Limited RAMS Financial Group Pty Limited 1925 (Industrial) Pty Limited Reinventure Fund ILP 1925 Advances Pty Limited RMS Warehouse Trust 2007-1 Papua New A.G.C. (Pacific) Limited Guinea Sallmoor Pty Limited Advance Asset Management Limited Securitor Financial Group Limited Altitude Administration Pty Limited Seed Pool Trust No. 2 Altitude Rewards Pty Limited Series 2007-1G WST Trust Aotearoa Financial Services Limited New Zealand Series 2008-1M WST Trust Ascalon Capital Managers (Asia) Limited Hong Kong Series 2009-1 WST Trust Ascalon Capital Managers Limited Series 2011-1 WST Trust Ascalon Funds Seed Pool Trust Series 2011-2 WST Trust Asgard Capital Management Limited Series 2011-3 WST Trust Asgard Wealth Solutions Limited Series 2012-1 WST Trust n Loan Processing Security Company Pty Ltd Series 2013-1 WST Trust n Loan Processing Security Trust Series 2013-2 WST Trust Bella Trust No. 2 Series 2014-1 WST Trust Bella Trust SIE-Lease () Pty Limited Belliston Pty Limited SIE-Lease (New Zealand) Pty Limited New Zealand Bill Acceptance Corporation Pty Limited Sixty Martin Place (Holdings) Pty Limited BLE Capital Investments Pty Limited St.George Business Finance Pty Limited BLE Capital Limited St.George Custodial Pty Limited BLE Development Pty Limited St.George Equity Finance Limited BT (Queensland) Pty Limited St.George Finance Holdings Limited BT Pty Limited St.George Finance Limited BT Financial Group (NZ) Limited New Zealand St.George Life Limited BT Financial Group Pty Limited St.George Motor Finance Limited BT Funds Management (NZ) Limited New Zealand St.George Procurement Management Pty Limited BT Funds Management Limited St.George Security Holdings Pty Limited BT Funds Management No.2 Limited Sydney Capital Corp Inc. USA BT Investment Management (Fund Services) Limited Tavarua Funding Trust IV USA BT Investment Management (Institutional) Limited Teuton Pty Limited BT Investment Management Limited The Home Mortgage Company Limited New Zealand BT Long Term Income Fund The Mortgage Company Pty Limited BT Portfolio Services Limited The Warehouse Financial Services Limited New Zealand BT Private Nominees Pty Limited Value Nominees Pty Limited BT Securities Limited Waratah Receivables Corp Pty Limited BT Short Term Income Fund Waratah Securities Limited BTIM UK Limited UK Westpac (NZ) Investments Limited New Zealand Canning Park Capital Pte. Ltd Westpac Administration Pty Limited {00007288.DOCX}Page 5 of 7
Capital Corporate Finance Limited Westpac Administration 2 Limited Capital Finance (NZ) Limited Westpac Administration 3 Limited Capital Finance Limited Westpac Administration 4 Limited Capital Finance New Zealand Limited Westpac Altitude Rewards Trust Capital Fleetlease Limited Westpac Americas Inc. USA Capital Motor Finance Limited Westpac Asian Lending Pty Limited Capital Rent Group Limited New Zealand Westpac Bank of Tonga Tonga Castlereagh Trust Westpac Bank Samoa Limited Samoa CBA Limited Westpac Bank-PNG-Limited Challenge Limited Westpac Capital Holdings Inc. USA Core Infrastructure Income Feeder 1 L P UK Westpac Capital Markets Holding Corp. USA Core Infrastructure Income Feeder 2 L P UK Westpac Capital Markets LLC USA Core Infrastructure Income Master L P UK Westpac Capital Trust IV USA Papua New Guinea Crusade ABS Series 2012-1 Trust Westpac Capital-NZ-Limited New Zealand Crusade ABS Series 2013-1 Trust Westpac Cash PIE Fund Crusade CP Management Pty Limited Westpac Cook Cove Trust I Crusade CP No.1 Pty Limited Westpac Cook Cove Trust II Crusade CP Trust No. 52 Westpac Covered Bond Trust Crusade CP Trust No. 53 Westpac Custodian Nominees Pty Limited Crusade CP Trust No. 55 Westpac Debt Securities Pty Limited Crusade CP Trust No. 56 Westpac Delta LLC USA Crusade CP Trust No. 57 Westpac Direct Equity Investments Pty Limited Crusade CP Trust No. 58 Westpac Equipment Finance (No.1) Pty Limited Crusade Euro Trust 1E of 2006 Westpac Equipment Finance Limited Crusade Euro Trust 1E of 2007 Westpac Equity Holdings Pty Limited Crusade Global Trust 1 of 2006 Westpac Equity Investments NZ Limited New Zealand Crusade Global Trust 1 of 2007 Westpac Equity Pty Limited Crusade Global Trust 2 of 2005 Westpac Europe Limited UK Crusade Global Trust 2 of 2006 Westpac Finance (HK) Limited Hong Kong Crusade Management Limited Westpac Financial Consultants Limited Crusade Trust 1A of 2005 Westpac Financial Holdings Pty Limited Crusade 2P Trust of 2008 Westpac Financial Services Group Limited Danaby Pty Limited Westpac Financial Services Group-NZ-Limited New Zealand eqr Securities Pty. Limited Westpac Financial Services Limited Europe Infrastructure Debt LP UK Westpac Funding Holdings Pty Limited G.C.L. Investments Pty Limited Westpac Funds Financing Holdco Pty Limited General Credit Holdings Pty Limited Westpac Funds Financing Pty Limited General Credits Pty Limited Westpac General Insurance Limited Halcyon Securities Pty Limited Westpac General Insurance Services Limited Hastings Advisers LLC USA Westpac Global Capital Markets Pty Limited Hastings Forestry Investments Limited New Zealand Westpac Group Investment-NZ-Limited New Zealand Hastings Forests Pty Limited Westpac Group Investments Pty Limited Hastings Funds Management (UK) Limited Singapore Westpac Holdings-NZ-Limited New Zealand Hastings Funds Management (USA) Inc. UK Westpac Investment Capital Corporation USA Hastings Funds Management Asia Pty. Limited USA Westpac Investment Vehicle No.2 Pty Limited Hastings Funds Management Limited Westpac Investment Vehicle No.3 Pty Limited Hastings Group Pty Limited Westpac Investment Vehicle Pty Limited {00007288.DOCX}Page 6 of 7
Hastings Infrastructure 1 Limited UK Westpac Investments U.K. Limited UK Hastings Infrastructure 2 Limited UK Westpac Leasing Nominees-Vic.-Pty Limited Hastings Investment Capital LP USA Westpac Lenders Mortgage Insurance Limited Hastings Investment Management Pty Ltd USA Westpac Life Insurance Services Limited Hastings Investment Management (Europe) Ltd UK Westpac Life-NZ-Limited New Zealand Hastings Investments GP LLC Westpac New Zealand Group Limited New Zealand Hastings Korea Company Limited Korea Westpac New Zealand Limited New Zealand Hastings Management Pty Limited Westpac Nominees-NZ-Limited New Zealand Hastings Private Equity Fund IIA Pty Limited Westpac NZ Covered Bond Holdings Limited New Zealand Hickory Trust Westpac NZ Covered Bond Limited New Zealand Hitton Pty Limited Westpac NZ Operations Limited New Zealand HLT Custodian Trust New Zealand Westpac NZ Securitisation Holdings Limited New Zealand Infrastructure GP LLP UK Westpac NZ Securitisation Limited New Zealand Infrastructure GP 2 LLP UK Westpac NZ Securitisation No. 2 Limited New Zealand Infrastructure Research and Advisory Services Private Limited India Westpac Overseas Holdings No. 2 Pty Limited J O Hambro Capital Management Holdings Limited UK Westpac Overseas Holdings Pty Limited J O Hambro Capital Management Limited UK Westpac Pacific Limited Partnership JOHCM (Singapore) Pte Limited Singapore Westpac Properties Limited JOHCM (USA) Inc USA Westpac RE Limited Magnitude Group Pty Limited Westpac Securities Administration Limited MIF Custodian Trust New Zealand Westpac Securities Limited Mortgage Management Pty Limited Westpac Securities NZ Limited New Zealand Nationwide Management Pty Limited Westpac Securitisation Holdings Pty Limited Net Nominees Limited Westpac Securitisation Management Pty Limited North Ryde Office Trust Westpac Singapore Limited Singapore Number 120 Limited New Zealand Westpac Structured Products Limited Oniston Pty Limited Westpac Superannuation Nominees-NZ-Limited New Zealand Packaging Properties 1 Pty Limited Westpac Syndications Management Pty Limited Packaging Properties 2 Pty Limited Westpac Term PIE Fund New Zealand Packaging Properties 3 Pty Limited Westpac TPS Trust Partnership Pacific Pty Limited Westpac Unit Trust Partnership Pacific Securities Pty Limited Westpac USA Inc. USA Pashley Investments Pty Limited Note: Westpac retains 62.1% ownership of BT Investment Management Limited who lodges separate notices under ASX code BTT BT Investment Management Limited (62.1%) BT Investment Management (Institutional) Limited (Subsidiary of BT Investment Management Limited) {00007288.DOCX}Page 7 of 7