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, 2012**
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).
** | As a result of an administrative error, the reporting persons did not identify the securities reported herein as requiring a filing on Schedule 13G at the time the reporting persons exceeded the filing threshold. Upon discovering this oversight, the reporting persons promptly took steps to file this Schedule 13G, which speaks as of December 31, 2012. |
13G
CUSIP NO. 829160100 | Page 2 of 12 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Commonwealth Bank of Australia | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Australian Capital Territory, Commonwealth of Australia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
17,736,912 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
17,736,912 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,736,912 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 8.68% (based on 204,296,106 shares outstanding) | |||||
12. | TYPE OF REPORTING PERSON
BK/HC |
13G
CUSIP NO. 829160100 | Page 3 of 12 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Colonial Holding Company Limited | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Commonwealth of Australia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
17,559,922 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
17,559,922 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,559,922 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 8.595% (based on 204,296,106 shares outstanding) | |||||
12. | TYPE OF REPORTING PERSON
HC |
13G
CUSIP NO. 829160100 | Page 4 of 12 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Commonwealth Insurance Holdings Limited | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Commonwealth of Australia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
17,559,922 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
17,559,922 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,559,922 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 8.595% (based on 204,296,106 shares outstanding) | |||||
12. | TYPE OF REPORTING PERSON
HC |
13G
CUSIP NO. 829160100 | Page 5 of 12 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Colonial First State Group Limited | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Victoria, Commonwealth of Australia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
13,987,626 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
13,987,626 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,987,626 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.847% (based on 204,296,106 shares outstanding) | |||||
12. | TYPE OF REPORTING PERSON
HC |
13G
CUSIP NO. 829160100 | Page 6 of 12 |
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Colonial First State Asset Management (Australia) Limited | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
New South Wales, Commonwealth of Australia | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
13,987,626 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
13,987,626 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,987,626 | |||||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.847% (based on 204,296,106 shares outstanding) | |||||
12. | TYPE OF REPORTING PERSON
IA/FI |
13G
CUSIP NO. 829160100 | Page 7 of 12 |
Item 1(a) | Name of Issuer: Sims Metal Management Ltd. |
Item 1(b) | Address of Issuers Principal Executive Offices: |
110 Fifth Avenue, Suite 700
New York, NY 10011
Item 2(a) | Name of Person Filing |
Item 2(b) | Address of Principal Business Office |
Item 2(c) | Citizenship |
Commonwealth Bank of Australia
Ground Floor, Tower 1
201 Sussex Street
Sydney, New South Wales, 2000
Commonwealth of Australia
Australian Capital Territory
Colonial Holding Company Limited
Ground Floor, Tower 1
201 Sussex Street
Sydney, New South Wales, 2000.
Commonwealth of Australia
New South Wales
Commonwealth Insurance Holdings Limited
Ground Floor, Tower 1
201 Sussex Street
Sydney, New South Wales, 2000
Commonwealth of Australia
New South Wales
Colonial First State Group Limited
Ground Floor, Tower 1
201 Sussex Street
Sydney, New South Wales, 2000
Commonwealth of Australia
Victoria
Colonial First State Asset Management (Australia) Limited
Ground Floor, Tower 1
201 Sussex Street
Sydney, New South Wales, 2000.
Commonwealth of Australia
New South Wales
13G
CUSIP NO. 829160100 | Page 8 of 12 |
Item 2(d) | Title of Class of Securities: |
Common Stock
Item 2(e) | CUSIP Number: 829160100 |
Item 3 | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
(a) ¨ | Broker or dealer registered under Section 15 of the Exchange Act; |
(b) ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act; |
(c) ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
(d) ¨ | Investment company registered under Section 8 of the Investment Company Act; |
(e) ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
(g) x | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
(i) ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
(j) x | A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J); |
(k) ¨ | 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: |
(a) | Amount beneficially owned: |
Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.
(b) | Percent of Class: |
Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.
13G
CUSIP NO. 829160100 | Page 9 of 12 |
(c) | Number of shares as to which such person has: |
(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.
(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.
(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.
(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.
13G
CUSIP NO. 829160100 | Page 10 of 12 |
Item 10 | Certification: |
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.
13G
CUSIP NO. 829160100 | Page 11 of 12 |
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 _14_ day of May, 2013.
Commonwealth Bank of Australia
By: | /s/ John Damien Hatton | |
Name: | John Damien Hatton | |
Title: | Company Secretary |
Colonial Holding Company Limited
By: | /s/ John Damien Hatton | |
Name: | John Damien Hatton | |
Title: | Director |
Commonwealth Insurance Holdings Limited
By: | /s/ John Damien Hatton | |
Name: | John Damien Hatton | |
Title: | Director |
Colonial First State Group Limited
By: | /s/ John Damien Hatton | |
Name: | John Damien Hatton | |
Title: | Director |
Colonial First State Asset Management (Australia) Limited
By: | /s/ Mark Lazberger | |
Name: | Mark Lazberger | |
Title: | Director |
13G
CUSIP NO. 829160100 | Page 12 of 12 |
INDEX TO EXHIBITS
Exhibit No. |
Exhibit | |
99.1 | Joint Filing Agreement | |
99.2 | Item 7 Information |
13G
CUSIP NO. 829160100 |
Exhibit 99.1
Joint Filing Agreement
May 14, 2013
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.
Commonwealth Bank of Australia
By: | /s/ John Damien Hatton | |
Name: | John Damien Hatton | |
Title: | Company Secretary |
Colonial Holding Company Limited
By: | /s/ John Damien Hatton | |
Name: | John Damien Hatton | |
Title: | Director |
Commonwealth Insurance Holdings Limited
By: | /s/ John Damien Hatton | |
Name: | John Damien Hatton | |
Title: | Director |
Colonial First State Group Limited
By: | /s/ John Damien Hatton | |
Name: | John Damien Hatton | |
Title: | Director |
Colonial First State Asset Management (Australia) Limited
By: | /s/ Mark Lazberger | |
Name: | Mark Lazberger | |
Title: | Director |
13G
CUSIP NO. 829160100 |
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:
Company |
Type of Company . | |
CBA Equities Limited | BD (AU registered) | |
ASB Group Investments Limited | IA (NZ registered) | |
Colonial First State Asset Management (Australia) Limited | IA (AU registered) | |
Avanteos Investment Limited | IA (AU registered) | |
Colonial First State Investments Limited | IA (AU registered) | |
Realindex Investment Pty Limited | IA (AU registered) | |
Acadian Asset Management (Australia) Limited | IA (AU registered) |