Statement of Ownership (sc 13g)
2015年2月12日 - 10:37PM
Edgar (US Regulatory)
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CUSIP No. 829160100 |
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13G |
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1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
Sims Metal
Management Ltd.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
829160100
(CUSIP Number)
December 31, 2014
Date of Event Which Requires Filing of the Statement
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 829160100 |
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13G |
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Page
2
of 14 |
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1. |
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NAME OF
REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Bank of Australia |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Australian Capital Territory, Commonwealth of
Australia |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
25,970,755 shares |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
25,970,755 shares |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,970,755 shares |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ¨
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) Approximately 12.69% (based on 204,628,584 shares outstanding, per Form
6-K (EX-99.1) dated September 22, 2014) |
12. |
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TYPE OF REPORTING PERSON
BK/HC |
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CUSIP No. 829160100 |
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13G |
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Page
3
of 14 |
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1. |
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colonial Holding Company Limited |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Commonwealth of Australia |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
25,733,068 shares |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
25,733,068 shares |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 25,733,068 shares |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 12.58% (based on 204,628,584 shares outstanding, per Form 6-K (EX-99.1)
dated September 22, 2014) |
12. |
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TYPE OF REPORTING PERSON
HC |
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CUSIP No. 829160100 |
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13G |
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Page
4
of 14 |
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1. |
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Commonwealth Insurance Holdings Limited |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Commonwealth of Australia |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
25,733,068 shares |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
25,733,068 shares |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 25,733,068 shares |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 10.66% (based on 204,628,584 shares outstanding, per Form 6-K (EX-99.1)
dated September 22, 2014) |
12. |
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TYPE OF REPORTING PERSON
HC |
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CUSIP No. 829160100 |
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13G |
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5
of 14 |
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1. |
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colonial First State Group Limited |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Victoria, Commonwealth of Australia |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
18,467,162 shares |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
18,467,162 shares |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 18,467,162 shares |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 9.024% (based on 204,628,584 shares outstanding, per Form 6-K (EX-99.1)
dated September 22, 2014) |
12. |
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TYPE OF REPORTING PERSON
HC |
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CUSIP No. 829160100 |
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13G |
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Page
6
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1. |
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colonial First State Asset Management (Australia) Limited |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Commonwealth of Australia |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
0 |
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6. |
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SHARED VOTING POWER
17,888,798 shares |
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7. |
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SOLE DISPOSITIVE POWER
0 |
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8. |
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SHARED DISPOSITIVE POWER
17,888,798 shares |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 17,888,798 shares |
10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 8.74% (based on 204,628,584 shares outstanding, per Form 6-K (EX-99.1)
dated September 22, 2014) |
12. |
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TYPE OF REPORTING PERSON
IA/FI |
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CUSIP No. 829160100 |
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13G |
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Page
7
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Item 1(a) |
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Name of Issuer: Sims Metal Management Ltd. |
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Item 1(b) |
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Address of Issuers Principal Executive Offices: |
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16 West 22nd Street, 10th Floor |
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New York, NY 10010 |
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Item 2(a) |
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Name of Person Filing |
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Item 2(b) |
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Address of Principal Business Office |
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Item 2(c) |
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Citizenship |
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Commonwealth Bank of Australia |
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Ground Floor, Tower 1 |
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201 Sussex Street |
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Sydney, New South Wales, 2000 |
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Commonwealth of Australia |
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Australian Capital Territory |
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Colonial Holding Company Limited |
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Ground Floor, Tower 1 |
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201 Sussex Street |
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Sydney, New South Wales, 2000 |
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Commonwealth of Australia |
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New South Wales |
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Commonwealth Insurance Holdings Limited |
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Ground Floor, Tower 1 |
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201 Sussex Street |
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Sydney, New South Wales, 2000 |
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Commonwealth of Australia |
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New South Wales |
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Colonial First State Group Limited |
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Ground Floor, Tower 1 |
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201 Sussex Street |
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Sydney, New South Wales, 2000 |
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Commonwealth of Australia |
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Victoria |
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Colonial First State Asset Management (Australia) Limited |
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Ground Floor, Tower 1 |
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201 Sussex Street |
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Sydney, New South Wales, 2000 |
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Commonwealth of Australia |
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New South Wales |
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CUSIP No. 829160100 |
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13G |
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Page
8
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Item 2(d) |
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Title of Class of Securities: |
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Common Stock |
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Item 2(e) |
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CUSIP Number: |
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829160100 |
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Item 3 |
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under Section 15 of the Exchange Act; |
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(b) |
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Bank as defined in Section 3(a)(6) of the Exchange Act; |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act; |
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(e) |
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
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(i) |
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
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(j) |
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A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J), please specify the
type of institution: Colonial First State Asset Management (Australia) Limited is an investment adviser registered pursuant to the law of the jurisdiction in which it is located.
If this statement is filed pursuant to Rule 13d-1(c), check this box: ¨
Item 4 Ownership:
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(a) |
Amount beneficially owned: |
Incorporated by reference to Item 9 of the cover page
pertaining to each reporting person.
Incorporated by reference to Item 11 of the cover page pertaining to
each reporting person.
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CUSIP No. 829160100 |
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13G |
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Page
9
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(c) |
Number of shares as to which such person has: |
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(i) |
sole power to vote or to direct the vote: |
Incorporated by reference to Item 5 of the
cover page pertaining to each reporting person.
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(ii) |
shared power to vote or to direct the vote: |
Incorporated by reference to Item 6 of the
cover page pertaining to each reporting person.
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(iii) |
sole power to dispose or to direct the disposition of: |
Incorporated by reference to
Item 7 of the cover page pertaining to each reporting person.
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(iv) |
shared power to dispose or to direct the disposition of: |
Incorporated by reference to
Item 8 of the cover page pertaining to each reporting person.
Item 5 |
Ownership of Five Percent or Less of a Class: |
Not Applicable.
Item 6 |
Ownership of More than Five Percent on Behalf of Another Person: |
Not Applicable.
Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
See Exhibit 99.2.
Item 8 |
Identification and Classification of Members of the Group: |
Not Applicable.
Item 9 |
Notice of Dissolution of Group: |
Not Applicable.
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CUSIP No. 829160100 |
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13G |
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Page
10
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By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. I also certify that, to the best of my knowledge and belief, the foreign regulatory schemes applicable to the relevant
subsidiaries referenced in Exhibit 99.2 to this Schedule 13G are substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s), and that I undertake to furnish to the Commission staff, upon request,
information that would otherwise be disclosed in a Schedule 13D.
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CUSIP No. 829160100 |
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13G |
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Page
11
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After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated this 12 day of February, 2015.
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Commonwealth Bank of Australia |
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By: |
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/s/ Margaret Taylor |
Name: |
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Margaret Taylor |
Title: |
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Company Secretary |
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Colonial Holding Company Limited |
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By: |
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/s/ Michael Venter |
Name: |
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Michael Venter |
Title: |
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Director |
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Commonwealth Insurance Holdings Limited |
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By: |
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/s/ Michael Venter |
Name: |
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Michael Venter |
Title: |
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Director |
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Colonial First State Group Limited |
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By: |
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/s/ Michael Venter |
Name: |
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Michael Venter |
Title: |
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Director |
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Colonial First State Asset Management (Australia) Limited |
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By: |
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/s/ Mark Lazberger |
Name: |
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Mark Lazberger |
Title: |
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Director |
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CUSIP No. 829160100 |
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13G |
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Page
12
of 14 |
INDEX TO EXHIBITS
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Exhibit No. |
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Exhibit |
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99.1 |
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Joint Filing Agreement |
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99.2 |
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Item 7 Information |
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CUSIP No. 829160100 |
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13G |
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Page
13
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Exhibit 99.1
Joint
Filing Agreement
February 12, 2015
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Commonwealth Bank of Australia, Colonial Holding Company Limited,
Commonwealth Insurance Holdings Limited, Colonial First State Group Limited, and Colonial First State Asset Management (Australia) Limited each hereby agree to the joint filing of this statement on Schedule 13G (including any and all amendments
hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an exhibit to
the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which this Agreement relates.
This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, one and the same instrument.
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Commonwealth Bank of Australia |
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By: |
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/s/ Margaret Taylor |
Name: |
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Margaret Taylor |
Title: |
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Company Secretary |
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Colonial Holding Company Limited |
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By: |
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/s/ Michael Venter |
Name: |
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Michael Venter |
Title: |
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Director |
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Commonwealth Insurance Holdings Limited |
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By: |
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/s/ Michael Venter |
Name: |
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Michael Venter |
Title: |
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Director |
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Colonial First State Group Limited |
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By: |
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/s/ Michael Venter |
Name: |
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Michael Venter |
Title: |
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Director |
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Colonial First State Asset Management (Australia) Limited |
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By: |
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/s/ Mark Lazberger |
Name: |
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Mark Lazberger |
Title: |
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Director |
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CUSIP No. 829160100 |
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13G |
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Page
14
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Exhibit 99.2
Item 7 Information
The
securities being reported on by the reporting persons herein as parent holding companies are owned, or may be deemed to be beneficially owned as follows:
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Company |
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Type of Company |
CBA Equities Limited |
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BD (AU registered) |
Colonial First State Asset Management (Australia) Limited |
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IA (AU registered) |
Avanteos Investment Limited |
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IA (AU registered) |
Colonial First State Investments Limited |
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IA (AU registered) |
Realindex Investment Pty Limited |
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IA (AU registered) |
Acadian Asset Management (Australia) Limited |
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IA (AU registered) |
Sims (PK) (USOTC:SMSMY)
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