Industrea Ltd. : Form 603 Notice of Initial Substantial Holder

603

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

ToCompany Name/Scheme INDUSTREA LIMITED ACN/ARSN 010 720117

1. Details of substantial holder (1)

Name Morgan Stanley Australia Securities Umited

ACN/ARSN (if applicable) 078 652 276

The ho!der became a substantial holder an Sep 17,2012

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 thatthe 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)
Ordinary Shares	26,233,392	26,233,392	7.08%
				Based on 370,268,218 shares outstanding

3. Details of relevant interests

The nature of the relevant interest the substantial hotder or an associate had in the following voting securities an the date the substantial holder became a substantial holder are as follows:
Holder of relevant interest Nature of relevant interest {7) Ctass and number of securities
Shares held or in respect of which the holder may exercise contrai aver disposal in the ordinary course of
Morgan Stanley & Co. lnternational pie sales and trading businesses. Right as 13,038,902 Ordinary Shares
tender to recall the shares under a securities lending or prime brokerage arrangement
Shares held or in respect of which the
Morgan Stanley Australia Securities holder may exercise contrai aver
Limited
disposal in the ordinary course of 10,544,490 Ordinary Shares
sales and trading businesses.
Shares held or in respect of which the holder may exercise contrai aver
Morgan Stanley Australia Securities disposal in the ordinary course of 2,650,000 Ordinary Shares
Limited sales and trading businesses Right as
fender to recall the shares under a securities lending arrangement

4. Details of present registered holders

The persons registered as holders ofthe 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
Morgan Stanley & Co. lnternational pie	Unknown	Not Applicable	13,038,902 Ordinary Shares
Morgan Stanley Australia Securities Umited	Morgan Stanley Australia Securities (Nominee) Pty Limited	Not Applicable	10,544,490 Ordinary Shares
Morgan Stanley Australia Securities Umited	Unknown	Not Applicable	2,650,000 Ordinary Shares

5. Consideration
The consideration paid far each relevant interest referred to in paragraph 3 abave, 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 affected
Holder of relevant interest	Date of acquisition	Cash	Non-Cash	Class and number of securities affected
Moroan Stanlev Australia Securities Limited	5/17/2012	1.2396	Buv	17,490,031 Ordinarv Shares
Moroan Stanlev Australia Securities Limited	5/18/2012	1.2343	Buv	400,000 Ordinarv Shares
Moroan Stanlev Australia Securities Limited	5/21/2012	1.2325	Buv	5,171,356 Ordinarv Shares
Moman Stanlev Australia Securities Limited	5/22/2012	1.2369	Buv Bu	772,800 Ordinarv Shares
Moroan Stanlev Australia Securities Limited	5/22/2012	1.2308	Buv Bu	47,669 Ordinarv Shares
Moroan Stanlev & Co. lnternational olc	5/22/2012	N/A	Collateral received	1,552,1oo ordinarv shares
Moraan Stanlev Australia Securities Limited	5/23/2012	1.2425	Buy	51,781 Ordinarv Shares
Morgan Stanley & Co. lnternational olc	5/23/2012	N/A	Borrow	8,220 ordinarv shares
Morgan Stanley Australia Securities Limited	5/24/2012	1.2400	Buy	246,317 Ordinctry Shares
Morgan Stanley Australia Securities Limited	5/25/2012	1.2430	Buy	1,231,416 Ordinary Shares
Morgan Stanley & Co. lnternational pie	5/28/2012	1.2441	Buy	181 Ordinary Shares
Morqan Stanlev Australia Securities Limited	5/28/2012	1.2401	Buv	398,443 Ordinary Shares
Moroan Stanlev Australia Securities Limited	5/29/2012	1.2500	Buv	34,280 Ordinarv Shares
Moroan Stanlev & Co. lnternational pie	5/30/2012	1.2510	Buv	96,044 Ordinarv Shares
Moroan Stanlev Australia Seeurities Umited	5/30/2012	1.2519	Buv	32,000 Ordinarv Shares
Moraan Stanlev Australia Securities Limited	5/30/2012	1.2550	Buv	17,601 Ordinarv Shares
Moraan Stanlev & Co. lnternational olc	5/31/2012	1.2700	Buy	41,229 Ordinarv Shares
Morgan Stanley Australia Securities Limited	5/31/2012	1.2689	Buy	390,000 Ordinarv Shares
Morgan Stanley Australia Securities Umited	5/31/2012	1.2616	Buy	295,968 Ordinary Shares
Morqan Stanley Australia Securities Umited	6/1/2012	1.2627	Buv	14,116 Ordinary Shares
Moroan Stanlev Australia Securities Limited	6/4/2012	1.2550	Buv	3,753 Ordinarv Shares
Moroan Stanlev Australia Securities Limited	6/5/2012	1.2597	Buv	40,456 Ordinarv Shares
Moroan Stanlev & Co. lnternational ole Moraan Stan!ev Australia Securities Limited	6/5/2012	N/A	Collateral receive	d	2,292,700 ordinarv shares
Moroan Stanlev & Co. lnternational ole Moraan Stan!ev Australia Securities Limited	6/6/2012	1.2550	Buy	d	11,253 Ordinarv Shares
Morgan Stanley & Co. lnternationa! olc	6/7/2012	1.2587	Buy	3,201 Ordinarv Shares
Morgan Stanley Australia Securities Limited	6/7/2012	1.2577	Buy	8,275 Ordinary Shares
Morqan Stanlev Australia Securities Umited	6/8/2012	1.2598	Buv	79,764 Ordinary Shares
Moroan Stanlev Australia Securities Umited	6/12/2012	1.2595	Buv	641,747 Ordinarv Shares
Moraan Stanlev & Co. Jnternational olc	6/12/2012	N/A	Collateral received	22,600 ordinarv shares
Moraan Stanlev Australia Securities Umited	6/13/2012	1.2575	Buy	39,977 Ordinarv Shares
Morgan Stanley & Co. lnternational olc	6/13/2012	N/A	Collateral reeeived	494,900 ordinarv shares
MorQan Stanlev Australia Seeurities Limited	6/14/2012	1.2575	Buv	171,378 Ordinary Shares
Moroan Stanlev & Co. lntemational pie	6/14/2012	N/A	Collateral received	227,500 ordinary shares
Moraan Stanlev Australia Securities Limited	6/15/2012	1.2575	Buv	23,139 Ordinarv Shares
Morgan Stanley Australia Securities Limited	6/18/2012	1.2592	Buy	56,91o Ordinarv Shares
MorQan Stanley Australia Securities Limited	6/19/2012	1.2629	Buy	64,469 Ordinary Shares
Moroan Stanlev & Co. lnternational pie	6/20/2012	1.2600	Buv	54,384 Ordinary Shares
Moroan Stanlev & Co. lnternational pie	6/20/2012	1.2600	Buv	54,384 Ordinarv Shares
Moraan Stanlev Australia Securities Limited Morgan Stanley & Co. lnternational pie	6/20/2012	1.2639	Buv Collateral received	48,758 Ordinarv Shares
Moraan Stanlev Australia Securities Limited Morgan Stanley & Co. lnternational pie	6/20/2012	N/A	Buv Collateral received	3,200 ordinarv shares
Morgan Stanley Australia Securities Limited	6/21/2012	1.2650	Buy	6,660 Ordinarv Shares
MorQan Stanley & Co. lnternational pie	6/21/2012	N/A	Collateral received	2,600 ordinary shares
Moroan Stanlev Australia Securities Umited	6/25/2012	1.2650	Buv	20,112 Ordinary Shares

6. Assoeiates

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
Morgan Stanley & Co. lnternational pie	ls controlled by an entity (i.e. one of the Upstream Corporations) that controls both Morgan Stanley Australia Seeurities Umited and Morgan Stanley & Co.
	Jnternational pie.

7. Addresses

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

Name	Address
Morgan Stanley & Co. lnternational pie	25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom
Morgan Stanley Australia Securities Limited	Leve! 39 Chifley Tower, 2 Chifley Square, Sydney NSW 2000, Australia

Signature

print name Samantha Lim capacity Vice President
DIRECTIONS
(1) lfthere are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, orthe manager and trustee of an equity trust), the names could be included in an annexure to the form. Jf 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 aut 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 6718{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 ali 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. lf subsection 6718(4) applies, a copy of any document setting aut 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, contrai 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) lf 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 andali benefits, moneys 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 an the happening or not of a contingency. Details must be included of any benefit paid an behalf of the substantial holder or its associate in relation to the acquisitions, even ifthey are not paid directly to the person from whom the relevant interest was acquired.

603 GUIDE pa e 1/1 13 March 2000

This guide does not form part of the prescribed form

and is included by ASIC to assist you in completing and

Iodging form 603.

Signature This form must be signed by either a director or a secretary ofthe substantial holder.

Lodging period Nil

Lodging Fee Nil

Other forms to be

completed Nil

Additional information (a) lf additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form.

(b) This notice must be given to a listed company, orthe responsible entity far a listed managed investment scheme.
A copy of this notice must also be given to each relevant securities exchange. (c) The person must give a copy of this notice:
(i) within 2 business days afterthey become aware of the informatian; or
(ii) by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the information if:
(A) a takeover bid is made far voting shares in the company or voting interests in the scheme; and
(B) the person becomes aware ofthe information during the bid period.

Annexures To make any annexure conform to the regulations, you must

use A4 size paper of white or light paste! colour with a margin of at least 1Omm an ali sides
2 show the corporation name and ACN or ARBN
3 number the pages consecutively
4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
5 identify the annexure with a mark sueh as A, B, C, etc
6 endorse the annexure with the words:

This is annexure (mark) of (number) pages referred to in form (form number and title)

7 sign and date the annexure.
The annexure must be signed by the same person(s) who signed the form.

lnformation in this uide is intended as a uide ani . Please consult our accountant or solicitar far further advice.

Schedule

Type of Agreement lnternational Prime Brokerage Agreement

Parties to agreement Morgan Stanley & Co lnternational pie far itself and as agent and trustee far and on behalf of the other Morgan Stanley Companies and ROVAL BANK OF CANADA

Transfer Date 9/6/2012, 9/7/2012

Holder of Voting Rights Ilprime broker has settled a short sale far the client, votino riahts will pass to the purchaser of the securities.

Are !here any restrictions on voting rights? '{es,INo

Ilves, detail Not applicable

Scheduled Return Date (if any) Open

Does the borrower have the righito return early? Ves/Ne

lf yes, detail At anv !ime the client mav return to the prime broker shares which the client previouslv sold short. Does the lender have the righito recall early? l Ves/Ne

lf ves, detail The prime broker mav reauire the client to return shares delivered on behalf of the client at anv time.

Will the securities be returned on settlement? l Ves/Ne

lf yes, detail any exceptions Upon an Event of Default, the default market value of ali Equivalent Securities to be delivered will be determined and on the basis of the amounts so established, an account shali be taken of what is due from each party to the other. The amounts due from one party shali be set off against the amounts due from the other oartv and onlv the balance of the account shali be payable.

Schedule

Type of Agreement Global Master Reourchase Agreement

Parties lo agreement Morgan Stanley & Co lnternational pie and DEKABANK DEUTSCHE GIROZENTRALE

Transfer Date 7/20/2012 ; 7/25/2012 ; 7/26/2012 ; 7/27/2012 ; 7/30/2012 ;

7/31/2012 ; 8/1/2012 ; 8/2/2012 ; 8/3/2012 ; 8/7/2012 ; 9/12/2012;

9/14/2012; 9/17/2012

Holder of Voting Rights Buyer in relation to Purchased Securities and the transferee in the case of Marain Securities.

Are there any restrictions on voting rights? Ves/Ne

lf yes, detail Buyer, in the case of Purchased Securities, and transferee, in the case of Margin Securities, shali use its best endeavours lo arrange far voting rights of that kind to be exercised in relation lo the relevant number of securities of that kind in accordance with the instructions of the other party provided that it holds sueh Securities and the other party shali have notified Buyer or transferee, as the case may be, of its instructions no later than seven Business Days prior to the date the votes are exercisable.

Scheduled Return Date (if any) Open

Does the borrower have the righilo return early? Ves/Ne

If yes, detail Either party may terminate an demand Transactions an notice of not less than the minimum period as is customarily required far the settlement or delivery of the Equivalent Securities. lf Selier requests and Buyer agrees, Transaction may be varied such that Buyer transfers Securities equivalent to the Purchased Securities to the Selier in exchanoe far the transfer of other securities as aoreed.

Does the Iender have the righilo recall early? l Yes/NG

lf yes, detail Either party may terminate on demand Transactions an notice of noiless !han the minimum period as

is customarily required far the settlement or delivery of the Equivalent Securities. Will the securities be returned an settlement? l Yes/NG

lf yes, detail any exceptions Ilan Event of Default occurs with respect lo either party, the Parties' obligation to

deliver Equivalent Securities and Equivalent Margin Securities will cease. The Non-defaulting party will calculate the Default Market Value of Equivalent Securities and Equivalent Margin Securities, set off the sums due from one party to another, and only the balance ofthe account shali be payable.

Schedule

Tvoe of A!lreement Australian Master Securities Lendina Aareement

Parties to agreement Morgan Stanley Australia Securities Limited and MACQUARIE BANK LIMITED

Transfer Date 5/21/2012 ' 5/23/2012 ' 5/25/2012 ' 5/28/2012 '

5/29/2012 ; 5/31/2012 ; 6/5/2012 ; 6/6/2012 ; 6/7/2012 ;

6/8/2012; 6/12/2012; 6/13/2012; 6/14/2012; 6/18/2012

' 6/19/2012 ' 6/20/2012 ' 6/21/2012 ' 6/22/2012 '

6/26/2012; 6/27/2012; 6/28/2012; 7/4/2012; 7/5/2012;

8/7/2012 ; 8/15/2012

Holder of Voting Rights Borrower

Are there any restrictions on voting rights? 'l'es/No lf yes, detail Not applicable

Scheduled Return Date (if any)

Open

Does the borrower have the righito return earlv? Ves/Ne

Ilyes, detail The Borrower shali be entitled at any time to terminate a particular loan of Securities and to redeliver ali and any Equivalen!Securities due and outstanding to the Lender in accordance with the Lender's instructions.

Does the lender have the righito recall earlv? l Ves/Ne

lf yes, detail The Lender may cali for the redelivery of ali or any Equivalent Securities at any lime by giving notice

on any Business Day of not less than the Standard Settlement Time far such Equivalent Securities or the equivalent lime on the exchange or in the clearing organisation through which the relevant borrowed Securities were originaliy delivered.

Will the securities be returned on settlement? l Ves/Ne

Ilyes, detail any exceptions Ilan Event olDefault occurs in relation to either Party, the Parties' delivery and payment obligations shali be accelerated so as to require performance thereof at the lime such Event of Default occurs. In such event the Relevant Value of the Securities to be delivered by each Party shali be established and on the basis of the Relevant Values so established, an account shali be taken of what is due from each Party to the other and the sums due from one Party shali be set-off against the sums due !rom the other and only the balance of the account shali be oavable.

The above schedu/es are based an the refevant standard agreements. The entity filing the report wil/, if requested by the company or responsibfe entity to whom

the prescribed form must be given or ASlC, give a copy of the agreement to the company, responsibfe entity or ASlC.