29 July 2020 Market Announcements Office ASX Limited
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The Manager 29 July 2020 Market Announcements Office ASX Limited Dear Sir/Madam Form 604 (Notice of change of interests of substantial holder) We act for UAC Energy Holdings Pty Ltd ACN 640 077 747 (UAC). Attached is a Form 604 (Notice of change of interests of substantial holder) in relation to Infigen Energy Ltd ABN 39 105 051 616 and Infigen Energy Trust ARSN 116 244 118 (ASX:IFN) (together, Infigen). Yours sincerely Andrew Rich Nick Baker Joshua Santilli Partner Partner Solicitor Herbert Smith Freehills Herbert Smith Freehills Herbert Smith Freehills +61 2 9225 5707 +61 3 9288 1297 +61 2 9322 4382 +61 407 538 761 +61 420 399 061 +61 424 092 771 [email protected] [email protected] [email protected] Herbert Smith Freehills LLP and its subsidiaries and Herbert Smith Freehills, an Australian Partnership ABN 98 773 882 646, are separate member firms of the international legal practice known as Herbert Smith Freehills. For personal use only Doc 86428132 ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia T +61 2 9225 5000 F +61 2 9322 4000 GPO Box 4227 Sydney NSW 2001 Australia herbertsmithfreehills.com DX 361 Sydney 604 GUIDE page 1/1 13 March 2000 Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder Infigen Energy (Infigen), a stapled entity comprising Infigen Energy Limited (ABN 39 105 051 616) and Infigen Energy To Company Name/Scheme Trust (ARSN 116 244 118) ACN/ARSN As noted above 1. Details of substantial holder (1) UAC Energy Holdings Pty Ltd (ACN 640 077 747) (UAC) and UAC Energy SubCo Pty Ltd (ACN 640 564 736) AC Energy Australia Pte Ltd, AC Renewables International Pte Ltd, Presage Corporation, AC Energy Philippines, Inc., AC Energy, Inc. (the AC Energy Entities) Ayala Corporation Name Mermac, Inc. UPC Renewables Australia Pty Ltd (ACN 616 856 672), UPC Australia (HK) Ltd, UPC-AC Energy Australia (HK) Limited (the UPC Entities) Each of the entities listed in Annexure “A” (the Ayala Subsidiaries and UPC Subsidiaries) ACN/ARSN (if applicable) As noted above and in Annexure “A” There was a change in the interests of the substantial holder on See Annexures “B” and “C” The previous notice was given to the company on 9/6/2020 The previous notice was dated 9/6/2020 2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows: Previous notice Present notice Class of securities (4) Person’s votes Voting power (5) Person’s votes Voting power (5) 13.40% (based on 19.94% (based on Infigen securities 130,083,416 970,698,065 Infigen 193,530,203 970,749,547 Infigen securities on issue) securities on issue) 3. Changes in relevant interests 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: Person Class and Consideration Date of whose Nature of number of Person’s votes given in relation change relevant change (6) securities affected to change (7) interest affected changed UAC (and therefore all Acquisition of relevant interests in For personal use only 60,000,000 Infigen 28 July 2020 other substantial Infigen securities as a result of on- See Annexure “B” 60,000,000 securities holders listed in market purchases of those securities this notice) Acquisition of relevant interests in UAC (and Infigen securities as a result of therefore all $0.86 per Infigen security, acceptances of takeover offers made 3,446,787 Infigen See Annexure C other substantial subject to the terms of the 3,446,787 by UAC dated 23 June 2020 which securities holders listed in Offers were included in its bidder’s statement this notice) dated 9 June 2020 (the Offers) 86428132 Change in the nature of UAC’s relevant interest arising in connection with the Infigen securities held by Credit Suisse AG, Singapore Branch as part of its hedged positions pursuant to the total N/A (no additional relevant return swap between it and UAC (the interest acquired – change 130,083,416 24 June 2020 UAC Swap). 130,083,416 in nature of relevant Infigen securities interest only) The Swap has now been closed out and the underlying Infigen securities have been delivered to CS Third Nominees Pty Ltd and are held by it on bare trust for UAC. 4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows: Person Holder of Registered Nature of Class and entitled Person’s relevant holder of relevant number of to be votes interest securities interest (6) securities registered as holder (8) Relevant interest under sections 608(1) of the Corporations 60,000,000 Unknown UAC Act pursuant to on-market purchases of Infigen securities Infigen 60,000,000 that have not yet settled. securities Relevant interest under section 608(1)(a) of the Corporations 3,044,698 UAC UAC Act, being a relevant interest arising through UAC being the Infigen 3,044,698 registered holder of these securities. securities Relevant interest under sections 608(1)(b), 608(1)(c) and/or Various Infigen UAC 608(8) of the Corporations Act pursuant to acceptances of securityholders 402,089 Infigen UAC the Offers. The securities that are the subject of these 402,089 who have securities acceptances have not yet been transferred into the name of accepted the Offer UAC. Relevant interest under section 608(1)(b) and 608(1)(c) of 130,083,416 CS Third the Corporations Act due to UAC being the entity for which UAC Infigen 130,083,416 Nominees Pty Ltd these securities are held on bare trust by CS Third Nominees securities Pty Ltd as custodian. UPC Renewables Australia Pty Ltd has a deemed relevant interest in the securities in which UAC has a relevant interest, pursuant to section 608(3)(a) of the Corporations Act, as its voting power in UAC is above 20%. AC Energy The UPC Entities other than UPC Renewables Australia Pty Entities, Ayala Ltd have an equivalent relevant interest, pursuant to section As above for As above for As above for UAC As above for UAC Corporation, 608(3)(b) of the Corporations Act, through direct (in the case UAC UAC Mermac, Inc. of UPC Australia (HK) Ltd) and indirect control of UPC Renewables Australia Pty Ltd. As none of these entities are entitled to be registered as the holder of those securities, their ability to vote and dispose of the securities is qualified accordingly. Deemed relevant interest in the securities in which UAC has a relevant interest, pursuant to 608(3)(a) of the Corporations Act, as the voting power of each UPC Subsidiary in UAC is more than 20% (as their voting power in UAC includes the voting power of their associate, UPC Renewables Australia As above for As above for UPC Entities As above for UAC As above for UAC Pty Ltd, a shareholder in UAC). UAC UAC As none of these entities are entitled to be registered as holder of those securities, their ability to vote and dispose of the securities is qualified accordingly. For personal use only Deemed relevant interest in the securities in which UAC has a relevant interest, pursuant to 608(3)(a) of the Corporations Act, as the voting power of each Ayala Subsidiary and UAC Energy SubCo Pty Ltd in UAC is more than 20% (as their voting power in UAC includes the voting power of their Each UPC As above for As above for As above for UAC As above for UAC associate, AC Energy Australia Pte Ltd, a shareholder in Subsidiary UAC UAC UAC). As none of these entities are entitled to be registered as holder of those securities, their ability to vote and dispose of the securities is qualified accordingly. 86428132.10 UPC Renewables Australia Pty Ltd has a deemed relevant interest in the securities in which UAC has a relevant interest, pursuant to section 608(3)(a) of the Corporations Act, as its voting power in UAC is above 20%. Each Ayala The UPC Entities other than UPC Renewables Australia Pty Subsidiary Ltd have an equivalent relevant interest, pursuant to section As above for As above for and UAC As above for UAC As above for UAC 608(3)(b) of the Corporations Act, through direct (in the case UAC UAC Energy SubCo of UPC Australia (HK) Ltd) and indirect control of UPC Pty Ltd Renewables Australia Pty Ltd. As none of these entities are entitled to be registered as the holder of those securities, their ability to vote and dispose of the securities is qualified accordingly. 5. Changes in association The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows: Name and ACN/ARSN (if applicable) Nature of association Altaraza Development Corporation Became an associate on 27 May 2020 due to its being incorporated. AC Energy International RE 1 Pte. Ltd. Became an associate on 23 June 2020 due to its being incorporated.