Paperlinx Ltd : Change in Substantial Holding from PPX

CROSS RELEASE PXU

2 January 2014

Off-market takeover bid by PaperlinX Limited for

PaperlinX SPS Trust (ASX Code: PXU)

PaperlinX Limited

ABN 70 005 146 350

7 Dalmore Drive Scoresby Victoria 3179

Australia

Tel: [phone]

Fax: [phone]

We enclose a Form 604 (Notice of change of interests of substantial holder) in relation to the PaperlinX SPS Trust.

For further information, please contact: Wayne Johnston

Deputy Chief Financial Officer and

Executive General Manager Corporate Services

PaperlinX Limited

Phone : [phone]

1

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To: Company Name/Scheme PaperlinX SPS Trust (Trust) ACN/ARSN ARSN 123 839 814

1.Details of substantial holder (1)

Name PaperlinX Limited (PaperlinX) ACN (if applicable) ACN 005 146 350

There was a change in the interests of the substantial holder on:

See Annexure "A"

The previous notice was given to the company on 6 December 2013

The previous notice was dated 6 December 2013

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
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Units	1	0.000035%	1	0.000035%
Step-up Preference Units (SPS Units)	0	0%	34,738	1.2188771%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest or 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 changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
See Annexure "A"	PaperlinX	Acquisition of relevant interests pursuant to acceptances of offers dated 18 December 2013 (each, an Offer), made under PaperlinX's off-market takeover bid for all the SPS Units in the Trust.	250 fully-paid ordinary shares in PaperlinX for each SPS Unit, subject to the terms and conditions of the Offer.	See Annexure "A"	See Annexure "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 holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
PaperlinX	PaperlinX	PaperlinX	Relevant interest under section 608(1) of the Corporations Act 2001 (Cth) (Corporations Act) as a result of a direct holding.	1 Ordinary Unit	1 vote
PaperlinX	Various holders of SPS Units who have accepted the Offer.	PaperlinX, subject to the terms and conditions of the Offer.	Relevant interest under section 608(1) of the Corporations Act as a result of acceptances under the Offer.	34,738 SPS Units	34,738 votes

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 (if applicable)	Nature of association
N/A	N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
PaperlinX	7 Dalmore Drive, Scoresby VIC 3179

Signature

print name: Michael Barker capacity: Director

sign here date: 2 January 2014

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Directions

1. If there are a number of substantial shareholders 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 by 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, 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.
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.

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Annexure A

This is the annexure of 1 page marked "A" mentioned in PaperlinX's Form 604 - Notice of change of interests of substantial holder signed by me and dated 2 January 2014.

Signed:

Name: Michael Barker

Capacity: Director

Date: 2 January 2014

Details of changes in relevant interests pursuant to acceptances of the Offer

Date of change	Class and number of securities affected	Person's votes affected
24 December 2013	855 SPS Units	855 votes
30 December 2013	25,475 SPS Units	25,475 votes
31 December 2013	8,408 SPS Units	8,408 votes

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