24 Nov

Becoming a substantial holder for NCK

1 ? Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder To: Company Name/Scheme: NICK SCALI LIMITED ACN/ARSN: 000 403 896 1. Details of substantial holder Name Commonwealth Bank of Australia ACN 123 123 124 (CBA) and its related bodies corporate listed in annexure A The holder became a substantial holder on: 22/11/2021 2. Details of 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 had a relevant interest in on the date the substantial holder became a substantial holder are as follows: Class of securities Number of securities Person's votes Voting power (%) Fully paid Ordinary shares 189,575 189,575 0.23% For the Securities (if any) listed below see NOTE 1 at the end of this form Class of securities Number of securities Person's votes Voting power (%) Fully paid Ordinary shares 3,874,537 3,874,537 4.78% Class of securities Number of securities Person's votes Voting power (%) GRAND TOTAL Fully paid Ordinary shares 4,064,112 4,064,112 5.02% 2 ? 3. Details of relevant interests The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows: Holder of relevant interest Nature of relevant interest Class and number of securities Avanteos Investments Limited ACN 096 259 979 Relevant interest under paragraph 608(1)(a), 608(1)(b) and 608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising as a result of being the registered holder of the relevant securities in its capacity as a superannuation trustee and in its capacity as administrator of managed accounts. In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being an accelerated relevant interest held in the same capacity. 7,134 Fully paid Ordinary shares Commonwealth Bank of Australia ACN 123 123 124 Relevant interest under paragraph 608(1)(b) and/or 608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising as a result of having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in a proprietary capacity. Fully paid Ordinary shares(including 173,521 173,521 borrowed from Merrill Lynch International, see Annexure C) Commonwealth Bank Officers Superannuation Corporation Pty Limited ACN 074 519 798 Relevant interest under paragraph 608(1)(b) and/or 608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as trustee for the Officers' Superannuation Fund. In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being an accelerated relevant interest held in the same capacity. 8,920 Fully paid Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Relevant interest under paragraph 608(1)(b) and/or 608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from having the residual power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as a responsible entity of a managed investment scheme (which managed investment scheme is not managed by either Colonial First State Investments Limited or a related body corporate). In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being a residual accelerated relevant interest held in the same capacity. Colonial First State Investments Limited has authorised the manager of each such managed investment scheme to exercise the powers referred to in paragraph 608(1)(b) and/or 608(1)(c) of the Corporations Act 2001 (Cth) in relation to those securities managed by the manager to the exclusion of Colonial First State Investments Limited except for provisions allowing Colonial First State Investments Limited to terminate the agreement with the manager or to exercise those powers where the agreement is terminated. 3,874,537 Fully paid Ordinary shares Colonial First State Investments Limited ACN 002 348 352 Relevant interest under paragraph 608(1)(b) and/or 608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as a responsible entity of a managed investment scheme (which managed investment scheme is managed by Colonial First Statement Investments Limited or a related body corporate). In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being an accelerated relevant interest held in the same capacity. 3,874,537 Fully paid Ordinary shares 3 ? 4. Details of present registered holders The persons registered as holders of the securities referred to in paragraph 3 above are as follows Holder of relevant interest Registered holder of securities Person entitled to be registered as holder Class and number of securities Avanteos Investments Limited ACN 096 259 979 Avanteos Investments Limited 7,134 Fully paid Ordinary shares Commonwealth Bank of Australia ACN 123 123 124 The Bank Of New York Mellon, Sydney Branch 173,521 Fully paid Ordinary shares Commonwealth Bank Officers Superannuation Corporation Pty Limited ACN 074 519 798 Citicorp Nominees Pty Limited (Australia) 8,920 Fully paid Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Citibank N A Hong Kong 3,208,701 Fully paid Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Citicorp Nominees Pty Limited (Australia) 341,200 Fully paid Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Northern Trust Company 147,812 Fully paid Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 UBS Nominees Pty Ltd 176,824 Fully paid Ordinary shares 4 ? 5. Consideration The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows: Holder of relevant interest Date of acquisition Consideration Class and number of securities Cash Non - cash See annexure B to this notice 5 ? 6. Associates The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows: Name and ACN/ARSN (if applicable) Nature of association Avanteos Investments Limited ACN 096 259 979 An indirect wholly - owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia Commonwealth Bank of Australia ACN 123 123 124 Parent Company Commonwealth Bank Officers Superannuation Corporation Pty Limited ACN 074 519 798 A direct wholly-owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia Colonial First State Investments Limited ACN 002 348 352 An indirect wholly - owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia 6 ? 7. Addresses The addresses of persons named in this form are as follows: Name Address Avanteos Investments Limited ACN 096 259 979 Ground Floor Tower 1, 201 Sussex Street, Sydney, NSW, 2000, Australia Commonwealth Bank of Australia ACN 123 123 124 Ground Floor Tower 1, 201 Sussex Street, Sydney, NSW, 2000, Australia Commonwealth Bank Officers Superannuation Corporation Pty Limited ACN 074 519 798 Level 11 Tower 1, 201 Sussex St, Sydney, NSW, 2000, Australia Colonial First State Investments Limited ACN 002 348 352 Ground Floor Tower 1, 201 Sussex Street, Sydney, NSW, 2000, Australia 7 ? 8. Signature NOTE 1--(This note is relevant to section 2,3,4 and 5) The relevant interests in these securities: are/were held by Colonial First State Investments Limited (CFS) as responsible entity of the specified registered managed investment schemes and relate(d) to holdings in connection with the Colonial First State First Choice product range. Decisions to buy/sell those securities and exercise voting rights in relation to those securities are made by managers to whom CFS has outsourced those functions. By instrument dated 29 October 2001 the Australian Securities and Investments Commission (“ASIC”) has granted certain relief to CFS and its related bodies corporate for these holdings from the applicable provisions of Chapter 6 of the Corporations Act in relation to the acquisition of or increase in voting power of such securities (the Manager Relief). These managers are not associates of, other than by virtue of an agreement in accordance with the terms of the Manager Relief, the Commonwealth Bank of Australia group. Dated the 24 day of November 2021 Kristy Huxtable - Company Secretary 8 ? Annexure A This is annexure A referred to in Form 603, Notice of initial substantial holder dated 22/11/2021 Kristy Huxtable Company Secretary Dated the 24/11/2021 SCHEDULE AEGIS SECURITISATION NOMINEES PTY LTD ASB BANK LIMITED ASB FINANCE LIMITED ASB GROUP INVESTMENTS LIMITED ASB HOLDINGS LIMITED ASB MANAGEMENT SERVICES LIMITED ASB NOMINEES LIMITED ASB SECURITIES LIMITED ASKLEPIOS LIMITED AVANTEOS INVESTMENTS LIMITED AVANTEOS PTY LTD BANKWEST FOUNDATION LIMITED BDELTA VESSEL NO 1 PTY LTD BDELTA VESSEL NO 2 PTY LTD BDELTA VESSEL NO 3 PTY LTD BDELTA VESSEL NO 4 PTY LTD BW FINANCIAL ADVICE LIMITED BWA GROUP SERVICES PTY LTD BWA INTELLECTUAL PROPERTY HOLDINGS LIMITED CAPITAL 121 PTY LIMITED CBA A319 4624 PTY LIMITED CBA A319 4635 PTY LIMITED CBA A320 4948 PTY LIMITED CBA A320 5156 PTY LIMITED CBA A320 5249 PTY LTD CBA A320 5289 PTY LTD CBA A320 5638 PTY LTD CBA A320 6749 PTY LIMITED CBA A320 AIRCRAFT NO1 PTY LTD CBA A330 1427 Pty Ltd CBA A330 1453 PTY LIMITED CBA A330 1561 PTY LTD CBA AIR A320 2714 PTY LIMITED CBA AIR PTY LTD CBA AIRCRAFT LEASING 2 PTY LTD CBA B377 37091 PTY LTD CBA B738 39822 PTY LIMITED CBA B773 60333 PTY LIMITED CBA CAPTIVE INSURANCE PTE. LTD CBA CORPORATE SERVICES (NSW) PTY LIMITED CBA CORPORATE SERVICES (VIC) PTY LIMITED CBA ES BUSINESS SERVICES PTY LTD CBA EUROPE LIMITED CBA FUNDING (NZ) LIMITED CBA FUNDING HOLDINGS PTY LTD CBA INTERNATIONAL FINANCE PTY. LIMITED CBA INTERNATIONAL FINANCIAL SERVICES LIMITED CBA INVESTMENTS (NO.4) LIMITED CBA ISO CONTAINERS PTY LTD CBA IT LEASING NO 3 PTY LTD CBA MTE RAIL COMPANY PTY LIMITED CBA NEW DIGITAL BUSINESSES PTY LTD CBA RAIL & TRAM COMPANY PTY LIMITED CBA SAF HOLDING PTY LIMITED CBA SERVICES INTERNATIONAL LIMITED CBA SERVICES PRIVATE LIMITED CBA SOUTHERN SKY PTY LIMITED CBA SPECIALISED FINANCING PTY LIMITED CBFC LEASING PTY. LIMITED CBFC PTY LIMITED CIPL ARARAT PTY LTD CMG ASIA LIFE HOLDINGS LIMITED CMG ASIA PTY LTD COLONIAL FIRST STATE INVESTMENTS LIMITED COLONIAL HOLDING COMPANY LIMITED 9 ? COLONIAL MUTUAL SUPERANNUATION PTY. LTD. COLONIAL SERVICES PTY LIMITED COMMBANK EUROPE LIMITED COMMBANK STAFF FOUNDATION LIMITED COMMONWEALTH AUSTRALIA SECURITIES LLC COMMONWEALTH BANK OF AUSTRALIA COMMONWEALTH BANK OF AUSTRALIA (EUROPE) N.V. COMMONWEALTH BANK OFFICERS SUPERANNUATION CORPORATION PTY LIMITED COMMONWEALTH CUSTODIAL SERVICES PTY LTD COMMONWEALTH FINANCIAL PLANNING LIMITED COMMONWEALTH INSURANCE HOLDINGS LIMITED COMMONWEALTH INSURANCE LIMITED COMMONWEALTH INVESTMENTS PTY LIMITED COMMONWEALTH PRIVATE LIMITED COMMONWEALTH SECURITIES LIMITED COMMWEALTH INTERNATIONAL HOLDINGS PTY LIMITED COMSEC NOMINEES PTY LIMITED CREDIT SAVVY PTY LTD CTB AUSTRALIA LIMITED DOSHII CONNECT PTY LTD ELLAS CONTAINER SHIP COMPANY 1 PTY LIMITED ELLAS CONTAINER SHIP COMPANY 2 PTY LIMITED FINANCIAL WISDOM LIMITED FINCONNECT (AUSTRALIA) PTY LTD HOMEPATH PTY LIMITED INVERLOCH LEASING PTY LIMITED INVESTORWEB.COM. PTY LIMITED IWL BROKING SOLUTIONS PTY LIMITED IWL PTY LIMITED MIS FUNDING NO.1 PTY LIMITED MORTGAGE HOLDING TRUST COMPANY LIMITED MTE DEBT VEHICLE PTY LTD MTE LESSOR 1 PTY LTD MTE LESSOR 2 PTY LTD MTE LESSOR 3 PTY LTD MTE LESSOR 4 PTY LTD MTE LESSOR 5 PTY LTD MTE NOMINEE PARTNER PTY LTD NEWPORT LIMITED PREFERRED CAPITAL PTY LIMITED PREMIUM CUSTODY SERVICES PTY LTD PT BANK COMMONWEALTH RELIANCE ACHIEVER PTY LIMITED RESIDENTIAL MORTGAGE GROUP PTY LTD Safe No 27 Pty Ltd SAFE NO1 PTY LTD SAFE NO2 PTY LTD SAFE NO23 PTY LTD SAFE NO24 PTY LTD SAFE NO26 PTY LTD SAFE NO3 PTY LTD SAFE NO4 PTY LIMITED SAFE NO9 PTY LIMITED SAFE USD HOLDINGS PTY LTD SECURITISATION ADVISORY SERVICES PTY. LIMITED SECURITISATION MANAGEMENT SERVICES LIMITED SHARE DIRECT NOMINEES PTY LIMITED SHARE INVESTMENTS PTY LIMITED STATE NOMINEES LTD SUPER AND INVESTMENTS MANAGEMENT PTY LIMITED SUPERANNUATION AND INVESTMENTS FINCO PTY LIMITED SUPERANNUATION AND INVESTMENTS HOLDCO PTY LIMITED SUPERANNUATION AND INVESTMENTS MIDCO PTY LIMITED SUPERANNUATION AND INVESTMENTS SERVICES PTY LIMITED SUPERANNUATION AND INVESTMENTS US LLC T.W. CUSTODIANS LIMITED TANKSTREAM RAIL (BY - 1) PTY LIMITED TANKSTREAM RAIL (BY - 2) PTY LIMITED TANKSTREAM RAIL (BY - 3) PTY LIMITED TANKSTREAM RAIL (BY - 4) PTY LIMITED TANKSTREAM RAIL (SW - 1) PTY LIMITED TANKSTREAM RAIL (SW - 2) PTY LIMITED TANKSTREAM RAIL (SW - 3) PTY LIMITED TANKSTREAM RAIL (SW - 4) PTY LIMITED TANKSTREAM RAIL (VICTORIA) PTY LIMITED THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED VH-VZF PTY LTD VH-VZG PTY LTD VH-VZH PTY LTD WHITECOAT HOLDINGS PTY LTD WHITECOAT OPERATING PTY LTD 10 ? Annexure B This is annexure B referred to in Form 603, Notice of initial substantial holder dated 22/11/2021 Kristy Huxtable Company Secretary Dated the 24/11/2021 Holder of relevant interest Date of acquisition Consideration cash Consideration non - cash Class and number of securities affected Colonial First State Investments Limited (Note 1) ACN 002 348 352 Monday, 09 August 2021 269,959.62 21,918 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Wednesday, 11 August 2021 104,842.72 8,313 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Wednesday, 11 August 2021 56,843.40 4,490 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Monday, 16 August 2021 494,674.92 39,897 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Wednesday, 18 August 2021 257,819.88 21,425 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Friday, 20 August 2021 100,207.80 8,316 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Monday, 23 August 2021 65,957.52 5,544 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Wednesday, 25 August 2021 6,836.74 561 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Wednesday, 25 August 2021 335,100.48 27,504 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Friday, 27 August 2021 9,981.46 828 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Monday, 30 August 2021 94,128.85 7,786 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Tuesday, 31 August 2021 150,456.25 12,157 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Tuesday, 31 August 2021 100,088.91 8,091 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Wednesday, 01 September 2021 6,800.02 548 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Wednesday, 01 September 2021 1,052,770.66 85,003 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Thursday, 02 September 2021 162,714.14 13,195 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Friday, 03 September 2021 6,763.62 542 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Wednesday, 08 September 2021 83,338.20 7,015 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Thursday, 09 September 2021 72,467.43 6,307 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Friday, 10 September 2021 53,664.17 4,651 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Tuesday, 14 September 2021 99,354.33 8,427 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Wednesday, 15 September 2021 311,539.90 26,244 Ordinary shares 11 ? Colonial First State Investments Limited (Note 1) ACN 002 348 352 Friday, 17 September 2021 330,943.54 27,720 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Wednesday, 06 October 2021 39,734.29 3,110 Ordinary shares Colonial First State Investments Limited (Note 1) ACN 002 348 352 Wednesday, 10 November 2021 9,595.38 625 Ordinary shares Commonwealth Bank of Australia ACN 123 123 124 Thursday, 05 August 2021 N/A 52,547 Ordinary shares (borrowed from Merrill Lynch International, see Annexure C) Commonwealth Bank of Australia ACN 123 123 124 Friday, 13 August 2021 N/A 35,287 Ordinary shares (borrowed from Merrill Lynch International, see Annexure C) Commonwealth Bank of Australia ACN 123 123 124 Monday, 16 August 2021 N/A 29,495 Ordinary shares (borrowed from Merrill Lynch International, see Annexure C) Commonwealth Bank of Australia ACN 123 123 124 Tuesday, 17 August 2021 N/A 151,651 Ordinary shares (borrowed from Merrill Lynch International, see Annexure C) Commonwealth Bank of Australia ACN 123 123 124 Wednesday, 18 August 2021 N/A 10,496 Ordinary shares (borrowed from Merrill Lynch International, see Annexure C) Commonwealth Bank of Australia ACN 123 123 124 Friday, 08 October 2021 N/A 20,975 Ordinary shares (borrowed from Merrill Lynch International, see Annexure C) Commonwealth Bank of Australia ACN 123 123 124 Tuesday, 16 November 2021 N/A 172,407 Ordinary shares (borrowed from Merrill Lynch International, see Annexure C) Commonwealth Bank of Australia ACN 123 123 124 Monday, 22 November 2021 N/A 173,521 Ordinary shares (borrowed from Merrill Lynch International, see Annexure C) Commonwealth Bank Officers Superannuation Corporation Pty Limited ACN 074 519 798 Monday, 25 October 2021 129,072.40 8,920 Ordinary shares 12 ? Annexure C This is annexure C referred to in Form 603, Notice of initial substantial holder dated 22/11/2021 Kristy Huxtable Company Secretary Dated the 24/11/2021 Commonwealth Bank of Australia will, if requested by the company or responsible entity to whom this form must be given or by the Australian Securities and Investments Commission (ASIC), give a copy of one or more of the following agreements to the company, responsible entity or ASIC (as appropriate). Merrill Lynch International Type of agreement: Global Master Securities Lending Agreement Parties to agreement: (1) Commonwealth Bank of Australia and (2) Merrill Lynch International Can the parties exercise voting rights attaching to the securities? No If yes, in what circumstances? N/A Date on which the securities were (or are) expected to be delivered to the borrower or its nominee (ie borrow date): The dates indicated in Annexure B on which securities were borrowed. Scheduled date (if any) when the securities are expected to be returned to the lender or its nominee (ie return date): Any particular day. Does the borrower have the right to return the securities early? [Yes/No] Yes If yes, in which circumstances? At any time subject to giving notice. Does the lender have the right to recall the securities early (ie before the scheduled return date)? [Yes/No] Yes If yes, in which circumstances? At any time subject to giving notice. Are there circumstances in which the borrower will not be required to return the securities on settlement? [Yes/No] No If yes, in which circumstances? N/A
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