Bapcor : 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

14 February 2022

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 - Bapcor Limited (BAP)

We attach a notice of change of interests of substantial holder in Bapcor Limited. 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

personal use only

ToCompany Name/Scheme	Bapcor Limited
ACN/ARSN	153 199 912
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	10/02/2022
The previous notice was given to the company on	11/03/2021
The previous notice was dated	11/03/2021
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)
Ordinary Fully Paid	25,904,112	7.63%	20,334,654	5.99%

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)

For

Challenger Limited (and its entities listed in Annexure 2)

BNP Paribas	BNP Paribas	Ordinary Fully Paid	2,561,925	2,561,925
Nominees Pty	Nominees Pty	securities purchased	(Ordinary Fully
Limited	Limited	and sold on market and	Paid)

acquired and sold (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 its entities listed in Annexure 2)

J. P. Morgan	J. P. Morgan	As above	6,267,080	6,267,080
Nominees	Nominees		(Ordinary Fully
Australia Pty	Australia Pty		Paid)
Limited	Limited

Challenger Limited (and its National Nominees	National	As above	2,055,792	2,055,792
entities listed in Annexure	Limited	Nominees Limited		(Ordinary Fully
2)
			Paid)

For personal use only

Challenger Limited (and its	HSBC Custody	HSBC Custody	As above	2,132,259	2,132,259
entities listed in Annexure	Nominees	Nominees		(Ordinary Fully
2)
(Australia) Limited	(Australia)		Paid)
Challenger Limited (and its	Citicorp Nominees	Citicorp	As above	5,229,486	5,229,486
entities listed in Annexure	Pty Limited	Nominees Pty		(Ordinary Fully
2)
	Limited		Paid)
Challenger Limited (and its	State Street -	State Street -	As above	734,817 (Ordinary	734,817
entities listed in Annexure	Boston	Boston		Fully Paid)
2)
Challenger Limited (and its	Bank of New York	Bank of New York	As above	1,353,295	1,353,295
entities listed in Annexure	Mellon	Mellon		(Ordinary Fully
2)
			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 listed Level 2, 5 Martin Place, Sydney NSW 2000 in Annexure 2)

Signature

print name

Linda Matthews

Capacity

Company Secretary

sign here

date

14/02/2022

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".

(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure 1 consists of 6 pages and is referred to in Form 604 signed by me and dated 14/02/2022

Linda Matthews

Company Secretary of Challenger Limited

Transactions:
Company
Name/Scheme:	Bapcor Limited (BAP)
As at:		10/02/2022
Class of security:	Ordinary Fully Paid
only	Date of Change	Holder of relevant interest
		Challenger Limited (and its
use		12/03/2021 entities listed in Annexure 2)
	12/03/2021 as above
	12/03/2021 as above
		12/03/2021 as above
		15/03/2021 as above
		15/03/2021 as above
		15/03/2021 as above
		15/03/2021 as above
		19/03/2021 as above
		23/03/2021 as above
		25/03/2021 as above
personal		06/04/2021 as above
	06/04/2021 as above
	30/04/2021	as above
		06/04/2021 as above
		06/04/2021 as above
		06/04/2021 as above
		07/04/2021 as above
		07/04/2021 as above
		07/04/2021 as above
		07/04/2021 as above
		08/04/2021 as above
		13/04/2021 as above
		15/04/2021 as above
		15/04/2021 as above
		15/04/2021 as above
		15/04/2021 as above
		15/04/2021 as above
		19/04/2021 as above
		20/04/2021 as above
		21/04/2021 as above
		21/04/2021 as above
		22/04/2021 as above
		23/04/2021 as above
		29/04/2021 as above
		30/04/2021 as above
For		30/04/2021 as above
	10/05/2021 as above

11/05/2021 as above 12/05/2021 as above 14/05/2021 as above 17/05/2021 as above 18/05/2021 as above 18/05/2021 as above 20/05/2021 as above 20/05/2021 as above 20/05/2021 as above 20/05/2021 as above 21/05/2021 as above 25/05/2021 as above 25/05/2021 as above 26/05/2021 as above 26/05/2021 as above 28/05/2021 as above 01/06/2021 as above 02/06/2021 as above 03/06/2021 as above 08/06/2021 as above

		Number of	Person's Votes
Nature of Change	Consideration	Securities	Affected
Buy	342,041	46,974	46,974
Buy	178,120	24,462	24,462
Buy	192,676	26,461	26,461
Buy	384,776	52,843	52,843
Buy	233,218	32,249	32,249
Buy	121,451	16,794	16,794
Buy	131,373	18,166	18,166
Buy	262,355	36,278	36,278
Buy	176,150	23,804	23,804
Buy	151,072	20,554	20,554
Buy - Transfer	6,080,430	815,071	815,071
Sell	137,780	-18,129	18,129
Buy	393,277	51,777	51,777
Buy	717,784	94,500	94,500
Buy	594,538	78,274	78,274
Buy	350,613	46,160	46,160
Buy	206,570	27,115	27,115
Buy	90,940	11,937	11,937
Buy	153,341	20,128	20,128
Buy	101,369	13,306	13,306
Buy	278,511	36,183	36,183
Buy	184,639	23,418	23,418
Buy - Transfer	198,732	24,626	24,626
Sell	116,184	-14,397	14,397
Buy	281,853	34,926	34,926
Sell	16,987	-2,105	2,105
Sell	104,103	-12,900	12,900
Buy	15,160	1,833	1,833
Buy	315,751	38,350	38,350
Sell	484,405	-58,503	58,503
Buy	220,088	26,617	26,617
Buy	200,696	24,268	24,268
Sell	209,454	-25,450	25,450
Buy	387,532	49,485	49,485
Buy	23,106	2,993	2,993
Buy	8,955	1,160	1,160
Buy	281,757	36,497	36,497
Buy	116,286	15,672	15,672
Sell	82,540	-11,154	11,154
Buy	151,462	20,627	20,627
Sell	100,498	-13,526	13,526
Sell - Transfer	1,628,348	-217,113	217,113
Sell	127,116	-17,166	17,166
Sell	278,691	-37,635	37,635
Sell	40,318	-5,385	5,385
Sell	15,708	-2,098	2,098
Sell	266,511	-35,596	35,596
Sell	40,842	-5,455	5,455
Sell	22,658	-3,017	3,017
Buy	311,268	40,000	40,000
Buy	311,079	40,004	40,004
Buy	122,182	15,525	15,525
Buy	615,574	78,072	78,072
Buy	611,692	75,817	75,817
Buy	229,190	28,217	28,217
Buy	102,072	12,423	12,423
Sell	175,567	-21,463	21,463
Sell	261,217	-31,941	31,941

Page 1 of 6

For personal use only

					Number of	Person's Votes
Date of Change	Holder of relevant interest	Nature of Change	Consideration		Securities	Affected
16/06/2021 as above	Buy	175,052		21,101	21,101
16/06/2021 as above	Buy	9,854		1,183	1,183
16/06/2021 as above	Buy	29,354		3,524	3,524
16/06/2021 as above	Buy	382,833		45,960	45,960
18/06/2021 as above	Sell - Transfer	780,010		-93,864	93,864
18/06/2021 as above	Sell	265,336		-31,979	31,979
18/06/2021 as above	Sell	295,696		-35,638	35,638
18/06/2021 as above	Sell	531,154		-64,016	64,016
18/06/2021 as above	Sell	567,255		-68,367	68,367
29/06/2021 as above	Buy	209,723		24,967	24,967
29/06/2021 as above	Buy	612,259		72,888	72,888
30/06/2021 as above	Buy	164,587		19,337	19,337
30/06/2021 as above	Sell	54,550		-6,413	6,413
01/07/2021 as above	Buy	164,083		19,338	19,338
02/07/2021 as above	Sell	63,479		-7,615	7,615
05/07/2021 as above	Sell	137,094		-16,479	16,479
06/07/2021 as above	Sell	77,743		-9,504	9,504
07/07/2021 as above	Buy	69,390		8,416	8,416
07/07/2021 as above	Buy	171,707		27,760	27,760
07/07/2021 as above	Buy	540,303		65,531	65,531
07/07/2021 as above	Buy	45,009		5,459	5,459
07/07/2021 as above	Buy	192,545		23,353	23,353
07/07/2021 as above	Buy	59,438		7,209	7,209
07/07/2021 as above	Buy	191,680		23,248	23,248
07/07/2021 as above	Buy	152,335		18,476	18,476
07/07/2021 as above	Buy	157,018		19,044	19,044
07/07/2021 as above	Buy	275,375		33,399	33,399
07/07/2021 as above	Buy	262,488		31,836	31,836
07/07/2021 as above	Buy	78,022		9,463	9,463
07/07/2021 as above	Buy	55,044		6,676	6,676
07/07/2021 as above	Buy	145,879		17,693	17,693
07/07/2021 as above	Buy	686,578		83,272	83,272
08/07/2021 as above	Buy	231,262		27,967	27,967
08/07/2021 as above	Buy	122,507		14,815	14,815
08/07/2021 as above	Buy	65,524		7,924	7,924
08/07/2021 as above	Buy	220,438		26,658	26,658
08/07/2021 as above	Buy	131,867		15,947	15,947
08/07/2021 as above	Buy	127,931		15,471	15,471
08/07/2021 as above	Buy	160,966		19,466	19,466
08/07/2021 as above	Buy	49,921		6,037	6,037
08/07/2021 as above	Buy	161,694		19,554	19,554
08/07/2021 as above	Buy	37,806		4,572	4,572
08/07/2021 as above	Buy	453,750		54,873	54,873
08/07/2021 as above	Buy	143,732		23,244	23,244
08/07/2021 as above	Buy	58,281		7,048	7,048
08/07/2021 as above	Buy	46,233		5,591	5,591
08/07/2021 as above	Buy	576,571		69,726	69,726
12/07/2021 as above	Sell	757,720		-93,578	93,578
14/07/2021 as above	Buy	67,550		8,319	8,319
22/07/2021 as above	Sell - Transfer	3,005,180		-366,039	366,039
23/07/2021 as above	Buy	84,735		10,274	10,274
23/07/2021 as above	Sell	72,330		-8,810	8,810
27/07/2021 as above	Sell	54,783		-6,689	6,689
27/07/2021 as above	Buy	198,540		24,242	24,242
29/07/2021 as above	Buy	134,870		16,508	16,508
30/07/2021 as above	Buy	20,237		2,471	2,471
30/07/2021 as above	Sell	112,086	-	13,736	13,736
30/07/2021 as above	Buy	382,451		75,200	75,200
30/07/2021 as above	Buy	230,680		45,200	45,200
02/08/2021 as above	Buy	497,718		96,300	96,300
03/08/2021 as above	Sell - Transfer	4,485,894	-	534,035	534,035
03/08/2021 as above	Buy	414,728		79,271	79,271
05/08/2021 as above	Sell - Transfer	2,854,515	-	345,165	345,165
13/08/2021 as above	Buy	49,244		6,097	6,097
13/08/2021 as above	Buy	353,444		43,761	43,761
16/08/2021 as above	Buy	189,088		23,431	23,431
16/08/2021 as above	Sell	403,710	-	50,026	50,026
17/08/2021 as above	Sell	209,553	-	25,922	25,922
17/08/2021 as above	Buy	387,222		47,814	47,814
19/08/2021 as above	Buy - Transfer	3,227,607		417,543	417,543
25/08/2021 as above	Sell	84,210	-	11,258	11,258
25/08/2021 as above	Buy	174,650		23,319	23,319
31/08/2021 as above	Buy	206,329		28,467	28,467
31/08/2021 as above	Buy	385,454		52,915	52,915
31/08/2021 as above	Buy	10,082		1,384	1,384

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