Pacific Brands : 23 May 2016 Becoming a substantial holder from CGF

e73d0446-f9b7-4fb7-8a89-6dd714ed1182.pdf

Sydney‌

Level 2, 5 Martin Place Sydney NSW 2000 Australia

GPO Box 3698

Sydney NSW 2001 www.challenger.com.au

23 May 2016

The Manager

Company Announcements Office ASX Limited

20 Bridge Street

SYDNEY NSW 2000

By electronic lodgement

Dear Sir/Madam

Re: Notice of initial substantial holder - Pacific Brands Limited (PBG)

Telephone [phone]

Facsimile 02 9994 7777

We enclose notice of initial substantial holder in Pacific Brands Limited. This notice is given by Challenger Limited and each of the entities named in Annexure 2 to this notice.

Yours faithfully

Andrew Brown

Company Secretary attach

Melbourne Level 19, 31 Queen Street PO Box 297, Flinders Lane, Melbourne VIC 3000 Telephone [phone] Facsimile 02 9994 7777

Brisbane Level 9, 241 Adelaide Street GPO Box 3234, Brisbane QLD 4001 Telephone [phone] Facsimile 07 3136 5407

Perth Level 5, 50 Georges Terrace, Perth WA 6000 Telephone [phone] Facsimile 08 9321 5277

Adelaide Level 7, Suite 714, 147 Pirie Street Adelaide SA 5000 Telephone [phone] Facsimile 08 8227 0395

Challenger Limited ABN 85 106 842 371 Challenger Group Services Pty Limited ABN 91 085 657 307

Challenger Life Company Limited ABN 44 072 486 938 AFSL 234670 Howard Commercial Lending Limited ABN 65 000 033 143

Challenger Management Services Limited ABN 29 092 382 842 AFSL 234 678

Challenger Retirement and Investment Services Limited ABN 80 115 534 453 AFSL295642 RSE Licence No. L0001304

Challenger Mortgage Management Pty Ltd ABN 72 087 271 109 Challenger Securitisation Management Pty Ltd ABN 56 100 346 898 AFSL 244593

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To CompanyName/Scheme

Pacific Brands Limited

ACN/ARSN

1. Details of substantial holder (1)

   Name

   106 773 059 Challenger Limited (and its entities listed in Annexure 2)

   ACN/ARSN (if applicable)

   106 842 371

   The holder became a substantial holder on 19/05/2016

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 becamea substantial holder are as follows:

   Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
   Ordinary Fully Paid	Same as person's votes	46,175,501	5.03%

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
   Challenger Limited (and its entities listed in Annexure 2)	Ordinary Fully Paid securities purchased and sold on market and acquired and sold by Challenger Limited (and it's entities listed in Annexure 2) and obtain a relevant interest by virtue of section 608(3) of the Corporations Act 2001.	Refer Annexure 1

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
   Challenger Limited (and its entities listed in Annexure 2)	BNP Paribas Nominees Pty Limited	BNP Paribas Nominees Pty Limited	10,156,130 (Ordinary Fully Paid)
   Challenger Limited (and its entities listed in Annexure 2)	Citicorp Nominees Pty Limited	Citicorp Nominees Pty Limited	28,922,146 (Ordinary Fully Paid)
   Challenger Limited (and its entities listed in Annexure 2)	J P Morgan Nominees Australia Limited	J P Morgan Nominees Australia Limited	7,097,225 (Ordinary Fully Paid)

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 (9)		Class and number of securities
   		Cash	Non-cash
   Refer Annexure 2	Refer Annexure 1	Refer Annexure 1	Refer Annexure 1

   603 page 2 / 2 15 July 2001

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
   N/A	N/A

7. Addresses

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

Name	Address
Challenger Limited (and its entities listed in Annexure 2)	Level 2., 5 Martin Place, Sydney

Signature

print name

Andrew Brown

capacity

Company Secretary

sign here date

23/05/2016

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 section s608 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 thescheme (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:

8. 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

9. 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.

10. 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".

11. 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.

12. This is Annexure 1 which consists of 1 page and is referred to in Form 603 signed by me and dated 23/05/2016

    Andrew Brown Company Secretary of Challenger Limited Transactions: Company Name/Scheme: Pacific Brands Limited (PBG) As at: 19/05/2016 Class of security: Ordinary Fully Paid

    Date of Change	Holder of relevant interest	Nature of Change	Consideration (AUD)	Number of Securities	Person's Votes Affected
    17/01/2016	Challenger Limited (and its entities listed in Annexure 2)	Opening Balance	40,203,782	40,203,782
    01/02/2016	as above	Buy	40,309.49	49,630	49,630
    02/02/2016	as above	Sell	594,261.90	- 741,900	741,900
    02/02/2016	as above	Sell	300,198.78	- 374,780	374,780
    02/02/2016	as above	Sell	950,386.50	- 1,186,500	1,186,500
    02/02/2016	as above	Sell	1,387.33	- 1,732	1,732
    02/02/2016	as above	Sell	45,906.11	- 57,311	57,311
    04/02/2016	as above	Sell	421,223.37	- 513,374	513,374
    04/02/2016	as above	Sell	1,947.05	- 2,373	2,373
    04/02/2016	as above	Sell	64,412.53	- 78,504	78,504
    05/02/2016	as above	Buy	250,720.33	309,799	309,799
    05/02/2016	as above	Buy	101,859.31	125,861	125,861
    05/02/2016	as above	Buy	117,514.41	145,205	145,205
    11/02/2016	as above	Buy	163,082.32	212,929	212,929
    11/02/2016	as above	Buy	533,267.07	696,262	696,262
    11/02/2016	as above	Buy	176,673.22	230,674	230,674
    11/02/2016	as above	Buy	167,945.02	219,278	219,278
    26/02/2016	as above	Sell	30,227.34	- 33,800	33,800
    01/04/2016	as above	Sell	487.49	- 477	477
    21/04/2016	as above	Buy	240,428.69	278,113	278,113
    21/04/2016	as above	Buy	637,867.00	737,845	737,845
    21/04/2016	as above	Buy	207,532.73	240,061	240,061
    21/04/2016	as above	Buy	434,110.40	502,152	502,152
    06/05/2016	as above	Buy	347,683.35	305,817	305,817
    06/05/2016	as above	Buy	1,939,613.93	1,706,055	1,706,055
    19/05/2016	as above	Buy	516,703.62	452,257	452,257
    19/05/2016	as above	Buy	3,142,482.81	2,750,532	2,750,532

    Total 46,175,501

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