604 page 112 15 July 2001
Form 604Corporations Act 2001
Sectlon 671B
Notice of change of interests of substantial holderI2 Company Name/Scheme Gloucester CoalLtd (Gioucester) ACN/ARSN ACN 008 881 712
1. Detalls of substantialhoider (1)
N me Osendo Pty Limited (Osendo),Noble Group Limited (Noble),and each of the compan es listed in Annexure "A" (the
Noble Group)
ACN/ARSN (if applicable) ACN 136 062 710
There was a change in the lnterests of the substantlalholder on
The previous notice was given to the company on
The previous notice was dated
24/05/2011
11/10/2010
8/10/2010
2. Prevlous and present voting power
The totalnumber of votes attached to ali the voting sharesin the company or voting interests in the schema that the substantialholder or an associate (2) had a relevant interest (3)in whenlast required.and when now required to give a substantialholding notice to the company or schema a.re as foilows·
3. Changes in relevant interests
Particulars of each change in,or change in the nature of,a relevantinterest of the substan ialholder or an associatein voting securìtles of the company or scheme.since the substanllal holder was las!requlred to give a substantialholding notìce lo the company or scheme are as follows·
24 May 2011 | Noble Group | Each member of the Noble Group is an associate of Noble and Osendo pursuant to s12(2)(a) ofthe Acl and has a relevant interest under s608(3)(a)of the Act. | N/A | N/A | N/A |
4. Present relevant intcrests
Particulars of each reievant interest of the substantialholder in voting securities alter the change are as follows:
Holder of relevant lnterest | Registered holder of securities | Person entitled to be registered as holder (8) | Nature of relevant lnterest (6) | Class and number of securltles | Person's votes |
Osando | Osando | Osendo | Relevant lnterest undar section 608(1)(a) of the Act as the holder of the securitles. | 91,764,626 ordinary shares | 91,764,626 |
Nobla | Osando | Osendo | As parant company of Osendo, has a relevant interest under s608(3)(b) of the Act. | 91,764,626 ordinary shares | 91,764,626 |
Noble Group | Osendo | Osendo | Each member of the Noble Group ls an associate of Osendo pursuant to s12(2)(a) of the Acland has a relevant lnterest under s608(3)(a) of the Act. | 91,764,626 ordinary shares | 91,764,626 |
5. Changes In assoclatlon
The persons who have become assoclates (2) of,ceased to be associates o(,or hava changed the nature of their associatlon (9) with, the substantialholder in relatlon to voting interests In the company or scheme are as follows:
Nama and ACN/ARSN (if appllcable) | Nature of assocìation |
N/A | N/A |
6. Addresses
The addresses of persons named In thls form are as follows:
Name | Address |
Osando | cl- TMF Corporale Services (Aust) Pty Ltd,Level16,201Elizabeth Street,Sydney NSW 2000. |
Noble and Noble Group | 18/F MassMutualTower, 38 Gloucester Road,Hong Kong. |
Signature
prlnt name Rory Moriart } J capaclty Attorney
slgn here date 26 May 2011
DIRECTJONS
(1) lf there are a number of substantlalholders with similar or related relevant interests (eg. a corporation and lts related corporations,or the manager and trustee of an equìty trust), the names could be included in an annexure to the form. lf the relevant intarests of a group of persons are essentially similar, they may be referred to throughout the forrn as a specifically named group if the membershlp of each group,with the names and addresses of members ls clear1y set out In paragraph 6 of the forrn.
(2) See the definltion of "associate" in section 9 of the Corporations Acl2001.(3) See the definition of "retevant lnterest•in sections 608 and 6718(7) of the Corporait ons Ad 2001. (4) The voting shares of a company constitute one ctass unless divided into separate classes. (5) The person's votes divided by the total votes in the body corporale or scheme multiplied by 100. (6) Include detalls of: (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. lf subsection 6718(4) applies,a copy of any document setting out the terms of any relevant agreement,and a statement by the person glvlng full and accurate details of any contrac,i scheme or arrangement,musiaccompany thls form, together with a written statement certifying thls contrac,ischeme or arrangement;and (b) any qualification or the power of a person to exercise,contro!the exercise of,or influence the exercise of, the voting powers or disposat of the securities to which the relevant interest relates (indicating clearly the particular securities to whlch the qualification applies). See the definition of "relevant agreement•In sedion 9 of the Corporations Acl2001.
(7) Details of the consideration musiinclude any and alt benefits,money and other, that any person from whom a relevant interest was acqulred has,or may, become entitled to recelve in relation to that acquisitlon. Details musibe lncluded even if the benefit is conditionalon the happening or not of a contlngency. Details must be lncluded on any benefit pald on behalf of the substantialholder or its associate In relation to the acqulsltlons,even if they are not paid directly lo the person from whom the relevant interest was acqulred.
(8) lf the substantialholder is unable to determina the identity of the person (eg. lf the relevant interest arises because of an option) write ·unknown·.· (9) Give details,if appropriate,of the present association and any changeIn that association since the fast substantialholding notice.
Annexure A to Form 604The Noble Group of companies other than Noble Group limited and Osendo Pty LtdThis Annexure A of 1 page referred to in the Form 604 (Notice of change of interests of substantial holder), signed by me and dated 26 May 2011.
U.;A. d1
Attorney, Osendo Pty Ltd
The Noble Group of companiesAbbak Pty Ltd
Chongqing Xinfu Food Co.,Ltd
Cocaf lvoire S.A.
Craw1ey Resources Limited Donaldson GoalHoldings Limited Donaldson Goal Pty Limited
Evera Sociedad Anonima Comerical
Gloucester GoalLtd Janvel Pty Limited Jonesville Limited Lanzoni Limited
Longkou Xinlong Edible Oil Co., Ltd.
Lonner Pty Limited
Nantong Noble Grain and Protein Co., Ltd. Newcastle GoalCompany Pty Limited Noble Americas Corp.
Noble Americas Energy Solutions LLC Noble Americas Gas & Power Corp. Noble Argentina S.A.
Noble Brasil S.A.
Noble Carbon Credits Limited
Noble Chartering lnc.
Noble Chartering Limited Noble Clean Fuels Limited Noble Europe Limited
Noble Mount lnvestments Limited
Noble Netherlands B.V.
Noble Paraguay Sociedad Anonima
Noble Petro lnc.
Noble Resources Group Limited
Noble Resources Limited Noble Resources Pte.Ltd. Noble Resources SA
Noble Resources UK Limited
Noble Trade Finance Hong Kong Limited
Onglory Pty Limited
PT Henrison lnti Persada
PT Pelayaran NasionalTanjungriau Servis
PT Sanga Goal Indonesia
Qinzhou Dayang Cereals and Oils Company Limited
Ravenca Limited Stelmont Group Limited Summer Fortune Limited