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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. |
013810150 |
Page | 2 |
of | 7 |
| 1 | NAMES OF REPORTING PERSONS: Commonwealth Bank of Australia |
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| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY: | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
| Australia | |||||
| 5 | SOLE VOTING POWER: | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER: | |||
| BENEFICIALLY | |||||
| OWNED BY | 59,520,260 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER: | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
| 59,520,260 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
| 59,520,260 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| 12.9% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| CO | |||||
| CUSIP No. 013810150 | 13G | Page 3 of 7 pages |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| CUSIP No. 013810150 | 13G | Page 4 of 7 pages |
| Item 4. | Ownership. | |
| Provide the following information regarding the aggregate number and percentage of the class class of securities of the issuer identified in Item 1. |
| (a) | Amount beneficially owned: | ||
| 59,520,260 | |||
| (b) | Percent of class: | ||
| 12.9% | |||
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote : | ||
| 0 | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| 59,520,260 | |||
| (iii) | Sole power to dispose or to direct the disposition of : | ||
| 0 | |||
| (iv) | Shared power to dispose or to direct the disposition of : | ||
| 59,520,260 |
| The information contained in Items 5-11 of the cover page is incorporated herein by reference. The reporting person (“CBA”) may be deemed to beneficially own 59,520,260 shares of Common Stock of James Hardie Industries NV (“JHX”) as a result of the aggregate holdings of certain of its wholly owned subsidiaries. The shares of JHX are traded on the Australian Stock Exchange (the “ASX”). The shares were acquired on the ASX by Colonial First State Investment Group Limited (“Colonial First State”), First State Investment Management (UK) Limited, all of which are wholly owned subsidiaries of CBA (collectively, the “CBA Fund Managers”). The CBA Fund Managers hold the shares for clients who have shared voting and dispositive power with the CBA Fund Managers over the shares. | ||
| Additionally, Colonial First State Investments Limited, as the responsible entity under Australian law of the “First Choice” funds, had outsourced, to external managers unrelated to CBA, certain voting and dispositive functions over securities acquired by these external managers and held in these funds, including James Hardie Industries NV. Under these outsourcing arrangements, external mangers unrelated to CBA have acquired 3,237,800 of JHX, on behalf of Colonial First State. |
| Item 5. | Ownership of Five Percent or Less of a Class | |
| N/A |
| CUSIP No. 013810150 | 13G | Page 5 of 7 pages |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| Clients of the CBA Fund Managers have the ultimate right to receive any dividends from the common stock beneficially owned by the Reporting Person and the proceeds from the sale of such securities. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company | |
| See Exhibit A. |
| Item 8. | identification and Classification of Members of the Group | |
| N/A |
| Item 9. | Notice of Dissolution of Group |
| Item 10. | Certification |
| CUSIP No. 013810150 | 13G | Page 6 of 7 pages |
| June 28, 2006 | COMMONWEALTH BANK OF AUSTRALIA |
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| By: | /s/ John Damien Hatton | |||
| Name: | John Damien Hatton | |||
| Title: | Company Secretary | |||
| COLONIAL FIRST STATE INVESTMENTS LIMITED |
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| By: | /s/ Peter Sipek | |||
| Name: | Peter Sipek | |||
| Title: | Head of Investment Operations | |||