Sedgman : CIM Confirmation of Release - SDM - Change in substantial holding

Microsoft Word - 8 FORM 604 SDM off market takeover 19 Feb 2016.docx

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Sedgman Limited (SDM)

ACN/ARSN 088 471 667

1. Details of substantial holder (1)

   Name i) CIMIC Group Investments Pty Ltd (CGI) (formerly Leighton Holdings Investments Pty Ltd)

   
   

2. CIMIC Group Limited (CIMIC) (formerly Leighton Holdings Limited)

   
   

3. Each of CIMIC's controlled entities as set out in Annexure "A" excluding CGI (CIMIC Controlled

   Entities)

   
   

4. HOCHTIEF AG (HOCHTIEF) and its subsidiaries

   
   

5. Actividades de Construcción y Servicios, SA and its Group subsidiaries (ACS)

   
   

   
   

   ACN/ARSN (if applicable) CGI:126 876 953

   
   

   CIM: 004 482 982

   
   

   There was a change in the interests of the substantial holder on

   18/02/2016

   
   

   
   

   The previous disclosure was given to the

   company on05/02/2016

   
   

   The previous disclosure was dated 05/02/2016

   
   

   
   

6. Previous and present voting power

   
   

   Class of securities (4)	Previous disclosure		Present notice
   	Person's votes	Voting power (5)	Person's votes	Voting power (5)
   Ordinary shares	105,449,545	46.4414%	108,106,067	47.6114%

   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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

   
   

7. Changes in relevant interests

   
   

   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
   08/02/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	Increase in relevant interest as a result of CGI's receipt of acceptances to its takeover offer dated 8 February 2016 (Takeover Offer)	The offer price under the Takeover Offer is $1.07 per ordinary share.	170,000 Ordinary Shares	170,000

   Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

   
   

   09/02/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	Increase in relevant interest as a result of CGI's receipt of acceptances to its takeover offer dated 8 February 2016 (Takeover Offer)	The offer price under the Takeover Offer is $1.07 per ordinary share.	37,692 Ordinary Shares	37,692
   10/02/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	On-market purchase	$26,417.44	24,635 Ordinary Shares	24,635
   10/02/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	Increase in relevant interest as a result of CGI's receipt of acceptances to its takeover offer dated 8 February 2016 (Takeover Offer)	The offer price under the Takeover Offer is $1.07 per ordinary share.	138,000 Ordinary Shares	138,000
   11/02/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	Increase in relevant interest as a result of CGI's receipt of acceptances to its takeover offer dated 8 February 2016 (Takeover Offer)	The offer price under the Takeover Offer is $1.07 per ordinary share.	4,007 Ordinary Shares	4,007
   12/02/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	On-market purchase	$16,866.41	15,763 Ordinary Shares	15,763
   12/02/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	Increase in relevant interest as a result of CGI's receipt of acceptances to its takeover offer dated 8 February 2016 (Takeover Offer)	The offer price under the Takeover Offer is $1.07 per ordinary share.	250,000 Ordinary Shares	250,000
   15/02/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	Increase in relevant interest as a result of CGI's receipt of acceptances to its takeover offer dated 8 February 2016 (Takeover Offer)	The offer price under the Takeover Offer is $1.07 per ordinary share.	53,027 Ordinary Shares	53,027
   16/02/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	Increase in relevant interest as a result of CGI's receipt of acceptances to its takeover offer dated 8 February 2016 (Takeover Offer)	The offer price under the Takeover Offer is $1.07 per ordinary share.	547,818 Ordinary Shares	547,818

   
   

   17/02/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	Increase in relevant interest as a result of CGI's receipt of acceptances to its takeover offer dated 8 February 2016 (Takeover Offer)	The offer price under the Takeover Offer is $1.07 per ordinary share.	97,475 Ordinary Shares	97,475
   17/02/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	On-market purchase	$189,064.72	176,696 Ordinary Shares	176,696
   18/02/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	Increase in relevant interest as a result of CGI's receipt of acceptances to its takeover offer dated 8 February 2016 (Takeover Offer)	The offer price under the Takeover Offer is $1.07 per ordinary share.	1,087,763 Ordinary Shares	1,087,763
   18/02/2016	CGI CIMIC and CIMIC Controlled Entities (see Annexure A) HOCHTIEF and its subsidiaries ACS	On-market purchase	$57,401.22	53,646 Ordinary Shares	53,646

   
   

8. Present relevant interests




Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:




Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
CGI	CGI	CGI	Registered holder	108,106,067 Ordinary shares	108,106,067
CIMIC and CIMIC Controlled Entities (see Annexure A)	CGI	CGI	Relevant interest under section 608(3) of the Corporations Act.	108,106,067 Ordinary shares	108,106,067
HOCHTIEF and its subsidiaries	CGI	CGI	Relevant interest under section 608(3) of the Corporations Act.	108,106,067 Ordinary shares	108,106,067




ACS

CGI

CGI

Relevant interest under section 608(3) of the Corporations Act.

108,106,067 Ordinary shares

108,106,067