Vocus : Change in substantial holding from CGF

Sydney

Level 2, 5 Martin Place

Sydney NSW 2000 Australia

GPO Box 3698

Sydney NSW 2001

www.challenger.com.au

Telephone [phone]

Facsimile 02 9994 7777

8 October 2019

The Manager

Company Announcements Office

ASX Limited

20 Bridge Street

SYDNEY NSW 2000

By electronic lodgement

Dear Sir/Madam

Re: Notice of change of interests of substantial holder - Vocus Group Limited (VOC)

We attach a notice of change of interests of substantial holder in Vocus Group Limited. This notice is given by Challenger Limited and each of its associated entities named in Annexure 2 to this notice.

Yours faithfully

Andrew Brown

Company Secretary

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

Brisbane	Level 6, 215 Adelaide Street, Brisbane QLD 4000 Telephone [phone] Facsimile 07 3136 5407
Perth	Level 26, 140 St Georges Terrace, Perth WA 6000 Telephone [phone]
Adelaide	Level 7, Suite 714, 147 Pirie Street, Adelaide SA 5000 Telephone [phone]

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

Challenger Investment Partners 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 Challenger Investment Solutions Management Pty Ltd ABN 63 130 035 353 AFSL 487354

		Form 604
		Corporations Act 2001
		Section 671B
	Notice of change of interests of substantial holder
ToCompany Name/Scheme		Vocus Group Limited
ACN/ARSN	084 115 499
1. Details of substantial holder(1)
Name		Challenger Limited (and its entities listed in Annexure 2)
ACN/ARSN (if applicable)	106 842 371

There was a change in the interests of the substantial holder on	03/10/2019
The previous notice was given to the company on	29/05/2019
The previous notice was dated	29/05/2019

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:

Classof securities (4)		Previous notice		Present notice
	Person's votes		Voting power (5)	Person's votes	Voting power (5)
Ordinary Fully Paid	44,132,331		7.09%	50,789,246	8.18%

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:

Date of change	Person whose relevant Nature of change (6)	Consideration given in	Class and number of	Person's votes
	interest changed	relation to change (7)	securities affected	affected

Refer	Challenger Limited Refer	Refer	Refer	Refer
Annexure 1	(and its entities	Annexure 1	Annexure 1	Annexure 1	Annexure 1
	listed in Annexure
	2)

4. 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	Person entitled to be	Nature of relevant interest (6)	Class and number of	Person's votes
	securities	registered as holder		securities
		(8)
Challenger Limited (and	BNP Paribas	BNP Paribas	Ordinary Fully Paid	4,154,093	4,154,093
its entities listed in	Nominees Pty	Nominees Pty	securities	(Ordinary Fully
Annexure 2)	Limited	Limited	purchased and sold on	Paid)
			market and
			acquired (via off
			market transfer) by
			Challenger Limited
			(and its entities listed
			in Annexure 2) and
			obtains a relevant
			interest by virtue of
			section 608(3) of the
			Corporations Act
			2001 (Cth).
Challenger Limited (and	Citicorp Nominees	Citicorp	As above	13,163,297	13,163,297
its entities listed in	Pty Limited	Nominees Pty		(Ordinary Fully
Annexure 2)		Limited		Paid)
Challenger Limited (and	J P Morgan	J P Morgan	As above	13,610,325	13,610,325
its entities listed in	Nominees	Nominees		(Ordinary Fully
Annexure 2)	Australia Limited	Australia Limited		Paid)
Challenger Limited (and	National Nominees	National	As above	3,474,522	3,474,522
its entities listed in	Limited	Nominees		(Ordinary Fully
Annexure 2)		Limited		Paid)
Challenger Limited (and	HSBC Custody	HSBC Custody	As above	16,240,451	16,240,451
its entities listed in	Nominees	Nominees		(Ordinary Fully
Annexure 2)	(Australia) Limited	(Australia)		Paid)
		Limited
Challenger Limited (and	RBC Investor	RBC Investor	As above	146,558 (Ordinary	146,558
its entities listed in	Services Australia	Services		Fully Paid)
Annexure 2)	Nominees Pty	Australia
	Limited	Nominees Pty
		Limited

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
N/A	N/A

6. Addresses

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

Name	Address
Challenger Limited (and its entities listed in	Level 2, 5 Martin Place, Sydney NSW 2000
Annexure 2)

Signature

print name

Andrew Brown

Capacity

Company Secretary

sign here

date

08/10/2019

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 6 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 671B(7) of the Corporations Act 2001.
4. The voting shares of a company constitute one class unless divided into separate classes.
5. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
6. Include details of:

1. any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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
2. 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.

1. 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.
2. 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".
3. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure 1 consists of 4 pages and is referred to in Form 604 signed by me and dated 8 October 2019

		Andrew Brown
	Company Secretary of Challenger Limited
Transactions:
Company
Name/Scheme:	Vocus Group Limited (VOC)
As at:	03/10/2019
Class of security:	Ordinary Fully Paid
	Holder of relevant			Number of	Person's Votes
Date of Change	interest	Nature of Change	Consideration	Securities	Affected
	Challenger Limited (and
	its entities listed in
28/05/2019	Annexure 2)	Sell	399,017.39	-86,179	86,179
28/05/2019	as above	Sell	263,008.20	-56,804	56,804
28/05/2019	as above	Sell	171,591.51	-37,060	37,060
28/05/2019	as above	Sell	877,626.19	-189,548	189,548
28/05/2019	as above	Sell	140,796.71	-30,409	30,409
31/05/2019	as above	Buy - Transfer	1,591,805.34	345,294	345,294
04/06/2019	as above	Sell	808,086.33	-176,519	176,519
04/06/2019	as above	Sell	123,790.99	-27,041	27,041
04/06/2019	as above	Sell	158,129.82	-34,542	34,542
04/06/2019	as above	Sell	394,811.83	-86,243	86,243
04/06/2019	as above	Sell	294,326.92	-64,293	64,293
04/06/2019	as above	Sell	520,967.11	-113,716	113,716
04/06/2019	as above	Sell	97,508.39	-21,284	21,284
05/06/2019	as above	Buy	90,280.00	24,400	24,400
05/06/2019	as above	Buy	24,096.74	6,534	6,534
05/06/2019	as above	Buy	63,059.40	17,099	17,099
05/06/2019	as above	Buy	16,569.73	4,493	4,493
05/06/2019	as above	Buy	40,057.97	10,862	10,862
05/06/2019	as above	Buy	46,308.96	12,557	12,557
05/06/2019	as above	Buy	7,829.41	2,123	2,123
05/06/2019	as above	Buy	3,278.54	889	889
05/06/2019	as above	Buy	51,224.93	13,890	13,890
05/06/2019	as above	Buy	68,882.60	18,678	18,678
05/06/2019	as above	Buy	33,744.29	9,150	9,150
06/06/2019	as above	Buy	32,785.65	8,885	8,885
06/06/2019	as above	Buy	85,803.57	23,253	23,253
06/06/2019	as above	Buy	22,545.90	6,110	6,110
06/06/2019	as above	Buy	54,504.99	14,771	14,771
06/06/2019	as above	Buy	63,010.44	17,076	17,076
06/06/2019	as above	Buy	10,653.03	2,887	2,887
06/06/2019	as above	Buy	4,457.52	1,208	1,208
06/06/2019	as above	Buy	69,700.41	18,889	18,889
06/06/2019	as above	Buy	93,729.69	25,401	25,401
06/06/2019	as above	Buy	45,914.67	12,443	12,443
07/06/2019	as above	Buy	686.34	186	186
07/06/2019	as above	Buy	1,797.03	487	487
07/06/2019	as above	Buy	472.32	128	128
07/06/2019	as above	Buy	1,140.21	309	309
07/06/2019	as above	Buy	1,321.02	358	358
07/06/2019	as above	Buy	221.4	60	60
07/06/2019	as above	Buy	92.25	25	25
07/06/2019	as above	Buy	1,461.24	396	396
07/06/2019	as above	Buy	1,966.77	533	533
07/06/2019	as above	Buy	963.09	261	261
11/06/2019	as above	Sell	386,554.39	-91,089	91,089

Page 1 of 4