Pendal : Change of substantial holding in ADH

Pendal Group Limited

Level 14, The Chifley Tower

2 Chifley Square

Sydney NSW 2000

Australia

ABN 28 126 385 822

Company Announcements Platform

Australian Securities Exchange Limited

20 Bridge Street

SYDNEY NSW 2000

12 March 2020

Dear Sir/Madam

Re: Notice of Change of Interests of Substantial Holder

In accordance with section 671B of the Corporations Act 2001 (Cth), we attach a Notice of Change of Interests of Substantial Holder (Form 604) in respect of ADAIRS LIMITED (ADH).

Yours faithfully

Joanne Hawkins

Group Company Secretary

{00015748.docx}

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Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To	Company Name/Scheme

ACN/ARSN

1. Details of substantial holder(1)

Name

ADAIRS LIMITED (ADH)

ACN 147 375 451

PENDAL GROUP LIMITED (PDL)

ACN/ARSN (if applicable)	ACN 126 385 822
There was a change in the interests of the
substantial holder on		10/03/2020
The previous notice was given to the company on	27/02/2020
The previous notice was dated		24/02/2020

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 in the company or scheme, are as follows:

Class of securities (4)		Previous Notice		Present Notice
	Person's votes		Voting Power (5)	Person's votes		Voting Power (5)
ORDINARY	9,002,214		5.32%	11,082,378		6.55%
SHARES

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 interest	Nature of	Consideration	Class and	Person's
	changed	change (6)	given in	number of	votes
			relation to	securities	affected
			change (7)	affected
10/03/2020	PDL & its Associates, Pendal	See	See	See	See
	Fund Services Limited,	Annexure	Annexure	Annexure	Annexure
	Pendal Institutional Limited	'A'	'A'	'A'	'A'

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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	Person entitled	Nature of	Class and	Person's votes
	holder of	to be registered	relevant interest	Number of
	securities	as holder (8)	(6)	securities
Pendal Fund	HSBC Custody	HSBC Custody	Pendal Fund	8,302,086	8,302,086
Services Limited *	Nominees	Nominees	Services Limited	Ordinary
	(Australia)	(Australia)	is the trustee or
	Limited.	Limited.	responsible entity
			of various
			managed
			investment
			schemes and, in
			that capacity, can
			exercise the
			power to vote or
			dispose of the
			shares.
Pendal Institutional	Australia and	Australia and	Pendal	2,780,292	2,780,292
Limited	New Zealand	New Zealand	Institutional	Ordinary
	Banking Group	Banking Group	Limited is the
	HSBC Custody	HSBC Custody	investment
	manager
	Nominees	Nominees	appointed by
	(Australia)	(Australia)	various
	Limited.	Limited.	superannuation
	State Street	State Street	funds,
	institutional
	Australia	Australia	investors and
	Limited	Limited	unit trusts and, in
			that capacity, can
			exercise the
			power to vote or
			dispose of the
			shares..

• Pendal Fund Services Limited has appointed Pendal Institutional Limited to act as the investment manager of the trusts of which it is responsible entity, giving Pendal Institutional Limited the capacity to exercise the power to vote or dispose of the shares. Pendal Institutional Limited therefore also has a relevant interest in shares in which Pendal Fund Services Limited has a relevant interest.

5. Changes in association

The persons who have become associates (2) of, or 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

6. Addresses
The addresses of persons named in this form are as follows:
Name	Address
Pendal Group Limited (PDL)	Level 14, Chifley Tower, 2 Chifley Square,
	Sydney NSW 2000
Pendal Fund Services Limited	Level 14, Chifley Tower, 2 Chifley Square,
	Sydney NSW 2000
Pendal Institutional Limited	Level 14, Chifley Tower, 2 Chifley Square
	SYDNEY NSW 2000
ADAIRS LIMITED (ADH)	The Company Secretary,
	ADAIRS LIMITED (ADH)
	2 International Court
	Scoresby VIC 3179

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Signature

Print name	Joanne Hawkins	Capacity	Company Secretary
Sign here		Date	12/03/2020

DIRECTIONS

1. If there are a number of substantial holders with similar or related relevant interests (e.g. 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 scheme multiplied by 100.
6. Include details of:
7. 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 (e.g. if the relevant interest arises because of an option) write "unknown".
3. Give details, if appropriate, of the present association and any changes in that association since the last substantial holding notice.

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ANNEXURE A
This is annexure 'A' referred to in Form 604, Notice of change of interests of substantial holder, lodged for Pendal Group Limited	ACN 126
385 822
		Joanne Hawkins - Company Secretary, Pendal Group Limited - 12/03/2020
	TRANSACTION HISTORY
Sales & Purchases for the period : 25/02/2020 to 10/03/2020
SECURITY: ADH
Pendal Fund Services Limited
		Nature			Class of	Person's
Date	Registered Company	of	Quantity	Consideration	votes
Securities
		Change			affected
25/02/2020	HSBC Custody Nominees (Australia) Limited.	Buy	661,806	1,720,695.60	Ordinary	661,806
3/03/2020	HSBC Custody Nominees (Australia) Limited.	Buy	3,140	7,473.20	Ordinary	3,140
5/03/2020	HSBC Custody Nominees (Australia) Limited.	Sell	-39,532	-87,365.72	Ordinary	39,532
6/03/2020	HSBC Custody Nominees (Australia) Limited.	Sell	-39,532	-79,459.32	Ordinary	39,532
9/03/2020	HSBC Custody Nominees (Australia) Limited.	Sell	-134,494	-220,570.16	Ordinary	134,494
10/03/2020	HSBC Custody Nominees (Australia) Limited.	Buy	28,435	48,908.20	Ordinary	28,435
10/03/2020	HSBC Custody Nominees (Australia) Limited.	Buy	487,235	857,533.60	Ordinary	487,235
10/03/2020	HSBC Custody Nominees (Australia) Limited.	Buy	54,547	95,457.25	Ordinary	54,547
	Total		1,021,605	2,342,672.65
	Pendal Fund Services Limited		1,021,605	2,342,672.65
Pendal Institutional Limited
		Nature			Class of	Person's
Date	Registered Company	of	Quantity	Consideration	votes
Securities
		Change			affected
	Australia and New Zealand Banking Group
25/02/2020	Buy	12,283	31,935.80	Ordinary	12,283
Limited
3/03/2020	Australia and New Zealand Banking Group	Sell	-3,140	-7,473.20		3,140
Limited
10/03/2020	Australia and New Zealand Banking Group	Buy	524	901.28		524
Limited
10/03/2020	Australia and New Zealand Banking Group	Buy	1,005	1,758.75		1,005
Limited
10/03/2020	Australia and New Zealand Banking Group	Buy	8,975	15,796.00		8,975
Limited
	Total		19,647	42,918.63
		Nature			Class of	Person's
Date	Registered Company	of	Quantity	Consideration	votes
Securities
		Change			affected
25/02/2020	HSBC Custody Nominees (Australia) Limited	Buy	96,825	251,745.00	Ordinary	96,825
5/03/2020	HSBC Custody Nominees (Australia) Limited	Buy	5,130	11,337.30	Ordinary	5,130
6/03/2020	HSBC Custody Nominees (Australia) Limited	Buy	6,814	13,696.14	Ordinary	6,814
10/03/2020	HSBC Custody Nominees (Australia) Limited	Buy	4,613	7,934.36	Ordinary	4,613
10/03/2020	HSBC Custody Nominees (Australia) Limited	Buy	79,053	139,133.28	Ordinary	79,053

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10/03/2020	HSBC Custody Nominees (Australia) Limited	Buy	8,850	15,487.50	Ordinary	8,850
	Total		201,285	439,333.58
		Nature			Class of	Person's
Date	Registered Company	of	Quantity	Consideration	votes
Securities
		Change			affected
25/02/2020	State Street Australia Limited	Buy	261,855	680,823.00	Ordinary	261,855
25/02/2020	State Street Australia Limited	Buy	129,616	337,001.60	Ordinary	129,616
5/03/2020	State Street Australia Limited	Buy	23,008	50,847.68	Ordinary	23,008
5/03/2020	State Street Australia Limited	Buy	11,394	25,180.74	Ordinary	11,394
6/03/2020	State Street Australia Limited	Buy	21,885	43,988.85	Ordinary	21,885
6/03/2020	State Street Australia Limited	Buy	10,833	21,774.33	Ordinary	10,833
10/03/2020	State Street Australia Limited	Buy	24,251	42,439.25	Ordinary	24,251
10/03/2020	State Street Australia Limited	Buy	12,642	21,744.24	Ordinary	12,642
10/03/2020	State Street Australia Limited	Buy	216,614	381,240.64	Ordinary	216,614
10/03/2020	State Street Australia Limited	Buy	107,261	188,779.36	Ordinary	107,261
10/03/2020	State Street Australia Limited	Buy	6,260	10,767.20	Ordinary	6,260
10/03/2020	State Street Australia Limited	Buy	12,008	21,014.00	Ordinary	12,008
	Total		837,627	1,825,600.89
	Pendal Institutional Limited		1,058,559	2,307,853.10

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