Base Resources : 08 Jan 2018 Becoming a substantial holder - Prudential Plc (44.8 KiB) View Document

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme ACN/ARSN

Base Resources Limited ACN 125 546 910

1. Details of substantial holder Name

Prudential Plc and its subsidiary companies (See Annexure A)

ACN/ARSN (if applicable)

The holder became a substantial holder on

04 January 2018

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 (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
NPV Shares	69,515,366	69,515,366	6.33%

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 (7)	Class and number of securities
M&G Investment Management Limited	Power to control the disposal of securities only pursuant to its position held as investment manager in accordance with investment mandates	69,515,366

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 (8)	Class and number of securities
M&G Investment Management Limited	JP Morgan Nominees Australia	JP Morgan Nominees Australia	69,515,366

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:

Date of change	Person whose relevant interest changed	Nature of Change(6)	Consideration given in relation to change(7)	Class and number of securities affected	Person's votes affected
04/01/2018	M&G Investment Management Limited	Placement of New Shares	$17,726,418	NPV Ordinary Shares 69,515,366	0

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

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
M&G Investment Management Limited	Laurence Pountney Hill, London EC4R 0HH, England
JP Morgan Nominees Australia	Level 26, Grosvenor Place, 225 George Street, Sydney, NSW 2000, Australia

Signature

print name	John Baker	capacity	Shareholder Disclosures Analyst
sign here	John Baker	date	05/01/2018

This is annexure A of 1 page referred to in form 603 'Notice of change of initial substantial holder'

Details of substantial holder

Prudential plc is a British multinational life insurance and financial services company, incorporated and registered in England and Wales and headquartered in London.

Prudential offers long-term savings and protection products, retirement income solutions and asset management across Asia, the US, the UK and Africa.

M&G Investment Management Limited and the Eastspring Investment companies are all wholly owned subsidiaries of companies within the Prudential plc group.

More details can be found at our websitewww.prudential.co.uk

M&G Group Limited	Wholly owned subsidiary of Prudential Plc
M&G Limited	Wholly owned subsidiary of M&G Group Limited
M&G Investment Management Limited	Wholly owned subsidiary of M&G Limited
M&G Securities Limited	Wholly owned subsidiary of M&G Limited
M&G Alternatives Investment Management Limited	Wholly owned subsidiary of M&G Limited
Prudential Corporation Asia Limited	Wholly owned subsidiary of Prudential Plc
Prudential Holdings Limited	Wholly owned subsidiary of Prudential Corporation Asia Limited
Prudential Corporation Holdings Limited	Wholly owned subsidiary of Prudential Holdings Limited
Eastspring Investments (Luxembourg) S.A.	Wholly owned subsidiary of Prudential Holdings Limited
Eastspring Investments Limited	Wholly owned subsidiary of Prudential Corporation Holdings Limited
Prudential Singapore Holdings Pte. Limited	Wholly owned subsidiary of Prudential Corporation Holdings Limited
Eastspring Investments (Singapore) Limited	Wholly owned subsidiary of Prudential Singapore Holdings Pte. Limited
Eastspring Investments Berhad	Wholly owned subsidiary of Prudential Corporation Holdings Limited
Prudential Vietnam Assurance Private Limited	Wholly owned subsidiary of Prudential Corporation Holdings Limited
Eastspring Investments Fund Management Limited Liability Company	Wholly owned subsidiary of Prudential Vietnam Assurance Private Limited
Eastspring Securities Investment Trust Co. Ltd	99.54% owned subsidiary of Prudential Corporation Holdings Limited
Eastspring Asset Management Korea Co. Ltd	Wholly owned subsidiary of Prudential Corporation Holdings Limited
Eastspring Al-Wara' Investments Berhad	Wholly owned subsidiary of Prudential Corporation Holdings Limited
Eastspring Investments (Hong Kong) Limited	Wholly owned subsidiary of Prudential Corporation Holdings Limited
PT. Eastspring Investments Indonesia	99% owned subsidiary of Eastspring Investments (Hong Kong) Limited
The Prudential Assurance Company Limited	Wholly owned subsidiary of Prudential Plc
Prudential Pensions Limited	Wholly owned subsidiary of The Prudential Assurance Company Limited
Prudential (US Holdco 1) Limited	Wholly owned subsidiary of Prudential Plc
Brooke (Holdco 1) Inc	Wholly owned subsidiary of Prudential (US Holdco 1) Limited
Brooke Holdings LLC	Wholly owned subsidiary of Brooke (Holdco 1) Inc
Brooke Life Insurance Company	Wholly owned subsidiary of Brooke Holdings LLC
Jackson National Life Insurance Company	Wholly owned subsidiary of Brooke Life Insurance Company
Jackson National Asset Management LLC	Wholly owned subsidiary of Jackson National Life Insurance Company

The following are all M&G OEICs - open-ended investment companies with variable capital, incorporated in England & Wales and regulated by the Financial Conduct Authority. These are not Prudential plc group companies but the Authorised Corporate Director (M&G Securities Limited) and appointed fund manager (M&G Investment Management Limited) for each M&G OEIC are wholly owned subsidiaries of Prudential plc.

M&G Investment Funds (1)	External Open Ended Investment Company
M&G Investment Funds (2)	External Open Ended Investment Company
M&G Investment Funds (3)	External Open Ended Investment Company
M&G Investment Funds (4)	External Open Ended Investment Company
M&G Investment Funds (5)	External Open Ended Investment Company
M&G Investment Funds (7)	External Open Ended Investment Company
M&G Investment Funds (9)	External Open Ended Investment Company
M&G Investment Funds (11)	External Open Ended Investment Company
M&G Investment Funds (12)	External Open Ended Investment Company
M&G Investment Funds (14)	External Open Ended Investment Company
M&G Global Dividend Fund	External Open Ended Investment Company

Eastspring Investments (the "SICAVs") - are open-ended investment companies with variable capital registered in Luxembourg. The SICAVs are not Prudential plc group companies but the Management Company and appointed fund manager for each SICAV are wholly owned subsidiaries of Prudential plc.

Eastspring Investments - SICAV Fund	External Open Ended Investment Company
Eastspring Investments - SICAV FIS Fund	External Open Ended Investment Company

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 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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 2001.

• (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) 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.