Australian Finance : Change in substantial holding from CGF

For personal use only

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

2 December 2021

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 - Australian Finance Group Ltd (AFG)

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

Yours faithfully

Linda Matthews

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

only

ToCompany Name/Scheme

AUSTRALIAN FINANCE GROUP LTD

ACN/ARSN

066 385 822

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

30/11/2021

use

The previous notice was given to the company on

19/08/2021

The previous notice was dated

19/08/2021

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)

personal

Ordinary Fully Paid

13,433,574

5.01%

16,889,906

6.28%

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

Registered holder of

Person entitled to be

Nature of relevant interest (6)

Class and number of

Person's votes

interest

securities

registered as holder

securities

(8)

For

Challenger Limited (and

J. P. Morgan

J. P. Morgan

Ordinary Fully Paid

3,940,281

3,940,281

its entities listed in

Nominees

Nominees

securities purchased

(Ordinary Fully

Annexure 2)

Australia Pty

Australia Pty

and sold on market by

Paid)

Limited

Limited

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

HSBC Custody

HSBC Custody

As above

2,580,556

2,580,556

its entities listed in

Nominees

Nominees

(Ordinary Fully

Annexure 2)

(Australia) Limited

(Australia)

Paid)

Limited

For personal use only

Challenger Limited (and	BNP Paribas	BNP Paribas	As above	5,340,276	5,340,276
its entities listed in	Nominees Pty	Nominees Pty		(Ordinary Fully
Annexure 2)	Limited	Limited		Paid)
Challenger Limited (and	Citicorp Nominees	Citicorp	As above	5,028,793	5,028,793
its entities listed in	Pty Limited	Nominees Pty		(Ordinary Fully
Annexure 2)		Limited		Paid)

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	Level 2, 5 Martin Place, Sydney NSW 2000
	listed in Annexure 2)

Signature

print name

Linda Matthews

Capacity

Company Secretary

sign here

date

02/12/2021

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 1 page/s and is referred to in Form 604 signed by me and dated 02/12/2021

				Linda Matthews
only		Company Secretary of Challenger Limited
	Transactions:
	Company
	Name/Scheme:	AUSTRALIAN FINANCE GROUP LTD (AFG)
	As at:		30/11/2021
	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 Annexure
		23/08/2021	2)	Buy	220,275	75,834	75,834
		24/08/2021	As above	Buy	444,900	150,000	150,000
		25/08/2021	As above	Buy	218,734	72,999	72,999
		14/09/2021	As above	Buy	244,580	84,051	84,051
use	16/09/2021	As above	Buy	95,191	32,391	32,391
		21/09/2021	As above	Buy	66,877	23,941	23,941
		27/09/2021	As above	Buy	169,364	57,291	57,291
		18/11/2021	As above	Buy	175,052	73,669	73,669
personal	29/11/2021	As above	Buy	25,381	10,015	10,015
		18/11/2021	As above	Buy	151,091	63,585	63,585
		18/11/2021	As above	Buy	321,058	135,114	135,114
		18/11/2021	As above	Buy	132,352	55,699	55,699
		19/11/2021	As above	Buy	95,134	39,318	39,318
		19/11/2021	As above	Buy	82,201	33,973	33,973
		19/11/2021	As above	Buy	174,780	72,235	72,235
		19/11/2021	As above	Buy	71,821	29,683	29,683
		22/11/2021	As above	Buy	324,878	133,976	133,976
		22/11/2021	As above	Buy	282,142	116,352	116,352
		22/11/2021	As above	Buy	603,626	248,928	248,928
		22/11/2021	As above	Buy	228,173	94,096	94,096
		23/11/2021	As above	Buy	165,851	68,100	68,100
		23/11/2021	As above	Buy	145,228	59,632	59,632
		23/11/2021	As above	Buy	312,978	128,512	128,512
		23/11/2021	As above	Buy	90,967	37,352	37,352
		29/11/2021	As above	Buy	155,021	61,169	61,169
		29/11/2021	As above	Buy	132,628	52,333	52,333
		29/11/2021	As above	Buy	263,894	104,129	104,129
		29/11/2021	As above	Buy	230,183	90,827	90,827
		30/11/2021	As above	Buy	503,908	191,600	191,600
		30/11/2021	As above	Buy	127,613	48,116	48,116
		30/11/2021	As above	Buy	434,807	165,326	165,326
		30/11/2021	As above	Buy	110,114	41,518	41,518
		30/11/2021	As above	Buy	857,564	326,070	326,070
		30/11/2021	As above	Buy	217,175	81,885	81,885
For	30/11/2021	As above	Buy	73,451	27,928	27,928
		30/11/2021	As above	Buy	18,603	7,014	7,014
		30/11/2021	As above	Buy	760,270	289,076	289,076
		30/11/2021	As above	Buy	192,536	72,595	72,595
					Total Number of Securities	3,456,332

Page 1 of 1

For personal use only

Annexure 2

This is page 1 of 4 of Annexure 2 referred to in ASIC Form 604 - change of interest holder

Linda Matthews - Company Secretary of Challenger Limited 02/12/2021

Company Name	ACN /	Country of
	Company Number	Incorporation
Challenger Limited	106842371	Australia
255 Finance Group Pty Ltd	628853056	Australia
255 Finance Investments Pty Ltd	164516401	Australia
255 Finance Pty Ltd	168112507	Australia
255 Finance Services Pty Ltd	168107355	Australia
Alphinity Investment Management Pty Ltd	140833709	Australia
Appia Europe Limited	6490323	United Kingdom
Appia Group Limited	99865	Jersey
Ardea Investment Management Pty Ltd	132902722	Australia
Ares Australia Management Pty Limited	636490732	Australia
Assetsecure Pty. Limited	110953618	Australia
Bentham Asset Management Pty Ltd	140833674	Australia
CDPG Australia Pty Limited	124498095	Australia
CDPG Luxembourg Holdings Sarl	B127717	Luxembourg
CDPG Luxembourg II S.a.r.l	B127580	Luxembourg
CDPG Luxembourg Sarl	B127515	Luxembourg
CDPG Malta Limited	C41110	Malta
Cescade Pty Limited	096097399	Australia
Challenger Direct Pty Ltd	006475501	Australia
Challenger Diversified Property Development Pty Limited	121624833	Australia
Challenger Emerging Market Infrastructure Fund Pte. Ltd	200804361D	Singapore
Challenger Emerging Market Infrastructure Fund, L.P.		Cayman Islands
Challenger Financial Services Pty Limited	087464131	Australia
Challenger FM 2 Holdings Pty Limited	080036657	Australia
Challenger Funds Management (Asia) Pte Ltd	202113533D	Singapore
Challenger Funds Management Holdings Pty Limited	107728030	Australia
Challenger Group Holdings Limited	002993302	Australia
Challenger Group Pty Limited	003374196	Australia
Challenger Group Services Pty. Ltd.	085657307	Australia
Challenger Holdco2 Holdings Pty Ltd	646761275	Australia
Challenger Home Loan Corporation Pty Ltd	058891302	Australia
Challenger Inventory Finance Servicing Pty Limited	107706810	Australia
Challenger Investment Partners Limited	092382842	Australia
Challenger Investment Solutions Management Pty Ltd	130035353	Australia
Challenger Japan Holdings Kabushiki Kaisha	0100-01-182399	Japan
Challenger Japan Holdings Pty Limited	617208205	Australia
Challenger Japan Kabushiki Kaisha	0100-01-182920	Unknown