INCITEC PIVOT LIMITED 
By ABN 42 004 080 264
3 September 2013
The Manager
Company Announcements Office
Australian Securities Exchange
Level 45, South Tower
Rialto
525 Collins Street
MELBOURNE VIC 3000
Dear Sir or Madam
Electronic LodgementRegistered Office:
Level 8, 28 Freshwater Place
Southbank Victoria 3006
Tel: (61 3) 8695 4400
Fax: (61 3) 8695 4419
www.incitecpivot.com.au
Form 604 regarding shareholding in Carbon Energy LimitedAttached is a Form 604 (Notice of change of interests of substantial holder) given in relation to Incitec Pivot Limited's (IPL) shareholding in Carbon Energy Limited (CNX).
This notice details changes in IPL's relevant interest in CNX shares since the date of IPL's last Form 604 was given to ASX and CNX on 3 March 2010. The changes have been primarily as a result of dilution to IPL's holding following various capital raisings and share issues undertaken by CNX.
Yours faithfully
Kerry Gleeson Company Secretary Form 604Corporations Act 2001
Section 671B
Notice of change of interests of substantial holderTo Company Name/Scheme Carbon Energy Limited ("CNX")
ACN/ARSN 057 552 137
1. Details of substantial holder(1)
Name This notice is given by Incitec Pivot Limited on behalf of itself and each of its controlled bodies corporate ("IPL Subsidiaries") , as its associates, named in the list of 2 pages annexed to this notice and Marked A ("Annexure A")
ACN/ARSN (if applicable) 004 080 264
There was a change in the interests of the
substantial holder on 26/08/2013
The previous notice was given to the company on 03/03/2010
The previous notice was dated 03/03/2010
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:
Class of securities (4) | Previous notice | Present notice | ||
Class of securities (4) | Person's votes | Voting power (5) | Person's votes | Voting power (5) |
Ordinary fully paid shares | 66,554,864 | 11.358% | 75,556,040 | 7.75% |
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 | Person | Nature of change (6) | Consider | Class and | Person's votes |
change | whose | ation | number of | affected | |
relevant | given in | securities | |||
interest | relation | affected | |||
66,554,864 |
Incitec Pivot Limited Dilution to 11.281% as a result of
and each of the IPL share issue by CNX on exercise
fully paid
ordinary
16/03/2010
Subsidiaries
of options N/A
shares 66,554,864
66,554,864
Incitec Pivot Limited Dilution to 11.231% as a result of and each of the IPL share issue by CNX on exercise
fully paid ordinary
22/03/2010
Subsidiaries
of options N/A
shares 66,554,864
66,554,864
Incitec Pivot Limited Dilution to 11.195% as a result of and each of the IPL share issue by CNX on exercise
fully paid ordinary
31/03/2010
Subsidiaries
of options N/A
shares 66,554,864
66,554,864
Incitec Pivot Limited Dilution to 10.92% as a result of and each of the IPL share issue by CNX for supply of
fully paid ordinary
28/05/2010
Subsidiaries
services N/A
Dilution to 10.487% following the issue of shares by CNX in tranche 1 of
shares 66,554,864
67,160,924
Incitec Pivot Limited placement to institutional investors, in
and each of the IPL which Incitec Pivot Limited acquired
fully paid
ordinary
16/12/2010 | Subsidiaries 606,060 shares | $199,999.80 | shares | 67,160,924 |
19/01/2011 | Dilution to 10.012% as a result of Incitec Pivot Limited issue of tranche 2 shares in and each of the IPL placement to an institutional Subsidiaries investor by CNX | N/A | 67,160,924 fully paid ordinary shares | 67,160,924 |
07/04/2011 | Incitec Pivot Limited and each of the IPL Subsidiaries | Dilution to 9.615% as a result of share issues by CNX in consideration of acquisition of shares by CNX | N/A | 67,160,924 fully paid ordinary shares | 67,160,924 |
14/11/2011 | Incitec Pivot Limited and each of the IPL Subsidiaries | Holding increased to 9.846% following acquisition of 8,395,116 shares by Incitec Pivot Limited in a 1 for 8 rights issue by CNX | $1,007,413.92 | 75,556,040 fully paid ordinary shares | 75,556,040 |
12/12/2011 | Incitec Pivot Limited and each of the IPL Subsidiaries | Dilution to 9.836% following issue of shares by CNX under executive incentive plan | N/A | 75,556,040 fully paid ordinary shares | 75,556,040 |
23/01/2012 | Incitec Pivot Limited and each of the IPL Subsidiaries | Dilution to 9.826% following issue of shares by CNX to cover placement fees | N/A | 75,556,040 fully paid ordinary shares | 75,556,040 |
06/03/2012 | Incitec Pivot Limited and each of the IPL Subsidiaries | Dilution to 9.783% following issue of shares by CNX to cover placement fees | N/A | 75,556,040 fully paid ordinary shares | 75,556,040 |
03/05/2012 | Incitec Pivot Limited and each of the IPL Subsidiaries | Dilution to 9.780% following issue of shares by CNX to cover interest cost | N/A | 75,556,040 fully paid ordinary shares | 75,556,040 |
05/06/2012 | Incitec Pivot Limited and each of the IPL Subsidiaries | Dilution to 9.762% following issue of shares by CNX to cover interest cost | N/A | 75,556,040 fully paid ordinary shares | 75,556,040 |
09/07/2012 | Incitec Pivot Limited and each of the IPL Subsidiaries | Dilution to 9.761% following issue of shares by CNX under executive incentive plan | N/A | 75,556,040 fully paid ordinary shares | 75,556,040 |
04/09/2012 | Incitec Pivot Limited and each of the IPL Subsidiaries | Dilution to 9.731% following issue of shares by CNX to cover interest cost | N/A | 75,556,040 fully paid ordinary shares | 75,556,040 |
04/12/2012 | Incitec Pivot Limited and each of the IPL Subsidiaries | Dilution to 9.706% following issue of shares by CNX to cover interest cost | N/A | 75,556,040 fully paid ordinary shares | 75,556,040 |
07/01/2013 | Incitec Pivot Limited and each of the IPL Subsidiaries | Dilution to 9.689%following issue of shares by CNX under executive incentive plan | N/A | 75,556,040 fully paid ordinary shares | 75,556,040 |
07/03/2013 | Incitec Pivot Limited and each of the IPL Subsidiaries | Dilution to 9.653% following issue of shares by CNX to cover interest cost | N/A | 75,556,040 fully paid ordinary shares | 75,556,040 |
30/05/2013 | Incitec Pivot Limited and each of the IPL Subsidiaries | Dilution to 9.602 % following issue of shares by CNX to cover interest cost | N/A | 75,556,040 fully paid ordinary shares | 75,556,040 |
26/08/2013 | Incitec Pivot Limited and each of the IPL Subsidiaries | Dilution to 7.798% as a result of issue of shares by CNX in a 1 for 2 rights issue | N/A | 75,556,040 fully paid ordinary shares | 75,556,040 |
30/08/2013 | Incitec Pivot Limited and each of the IPL Subsidiaries | Dilution to 7.75% following issue of shares by CNX to cover interest cost | N/A | 75,556,040 fully paid ordinary shares | 75,556,040 |
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 securities | Person entitled to be registered as holder (8) | Nature of relevant interest (6) | Class and number of securities | Person's votes |
Incitec Pivot Limited | Incitec Pivot Limited | Incitec Pivot Limited | Registered holder for the purposes of section 608(1) | 75,556,040 fully paid shares | 75,556,040 |
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 |
Not applicable | Not applicable |
6. Addresses
The addresses of persons named in this form are as follows:
Name | Address |
Incitec Pivot Limited | Level 8, 28 Freshwater Place, Southbank, Victoria 3006 |
print name Kerry Jo-anne Gleeson capacity Company Secretary
sign here date 03/ 09/2013DIRECTIONS
(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:
(a) 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
(b) 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.
(7) 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, becom`e 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.
(8) 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 A
This is Annexure A of 2 pages referred to in form 604 Notice of change of interests of substantial holder by Incitec Pivot Limited ACN 004 080 264
…………………………………………………………………. Name: Kerry Jo-anne Gleeson
Capacity: Company Secretary
Date: 3 September 2013
IPL Subsidiaries
Company Name | Australian Company No. or Place of Incorporation |
Incitec Fertilizers Limited | Australia |
TOP Australia Ltd | Australia |
Southern Cross Fertilisers Pty Ltd | Australia |
Southern Cross International Pty Ltd | Australia |
Incitec Pivot LTI Plan Company Pty Limited | Australia |
Incitec Pivot Holdings (Hong Kong) Limited | Hong Kong |
Incitec Pivot Explosives Holdings Pty Limited | Australia |
TinLinhe Nitrogen Limited | Hong Kong |
Quantum Fertilisers Limited | Hong Kong |
Coltivi Insurance Pte Limited | Singapore |
Queensland Operations Pty Limited | Australia |
Incitec Pivot Investments 1 Pty Ltd | Australia |
Incitec Pivot Investments 2 Pty Ltd | Australia |
Incitec Pivot US Investments | USA |
Incitec Pivot US Holdings Pty Ltd | Australia |
Incitec Pivot Management LLC | USA |
Incitec Pivot Finance LLC | USA |
Incitec Pivot Finance Australia Pty Ltd | Australia |
Dyno Nobel Pty Limited | Australia |
Dyno Nobel Australia LLC | USA |
Prime Manufacturing Ltd | New Zealand |
The Dyno Nobel SPS LLC | USA |
Dyno Nobel Europe Pty Ltd | Australia |
Dyno Nobel Management Pty Limited | Australia |
Industrial Investments Australia Finance Pty Limited | Australia |
Dyno Nobel Holdings IV LLC | USA |
Dyno Nobel Holdings USA III, Inc. | USA |
Company Name | Australian Company No. or Place of Incorporation |
Dyno Nobel Holdings USA II | USA |
Dyno Nobel Holdings USA II, Inc. | USA |
Dyno Nobel Holdings USA, Inc. | USA |
Dyno Nobel Inc. | USA |
Dyno Nobel Transportation, Inc. | USA |
Independent Explosives Co. of Penna. | USA |
IR, Inc. | USA |
Simsbury Hopmeadow Street LLC | USA |
Tech Real Estate Holdings LLC | USA |
Tradestar Corporation | USA |
Dyno Nobel Explosivos Chile Limitada | Chile |
CMMPM, LLC | USA |
CMMPM Holdings, L.P. | USA |
Dyno Nobel Peru S.A. | Peru |
Dyno Nobel Mexico, S.A. de C.V. | Mexico |
Dyno Nobel Canada Inc. | Canada |
Dyno Nobel Transportation Canada Inc. | Canada |
Dyno Nobel Nunavut Inc. | Canada |
Incitec Pivot Finance Canada Inc. | Canada |
Polar Explosives 2000 Inc. | Canada |
Polar Explosives Ltd | Canada |
Dyno Nobel Asia Pacific Pty Limited | Australia |
Dampier Nitrogen Pty Ltd | Australia |
DNX Australia Pty Ltd | Australia |
DNX Papua New Guinea Ltd | PNG |
Dyno Nobel Moranbah Pty Ltd | Australia |
Dyno Nobel Moura Pty Limited | Australia |
PT DNX Indonesia | Indonesia |
Nitromak DNX Kimya Sanayii A.S. | Turkey |
SC Romnitro Explosives Srl. | Romania |
DNX Nitro Industria Kimike Sh.p.k | Albania |
Pepin-IRECO, Inc. | USA |
Dyno Nobel Louisiana Ammonia LLC | USA |
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