Highlights

  • First Sentier Group Limited and related entities have lifted their combined voting power in Healius Limited (ASX: HLS).
  • The updated Form 604 notice reveals how the holding is split across three related Investment management entities.
  • Part of the disclosed position is made up of shares obtained through securities lending arrangements.
  • The filing sheds light on how substantial holder rules apply to fund managers acting across multiple mandates.

Healius Limited (ASX:HLS) has disclosed a change in the size of a substantial shareholding, after First Sentier Group Limited and a number of related investment management entities lodged an updated Form 604 notice with the Australian Securities Exchange. The filing, dated 22 September 2026, shows that the combined voting power held by the group has moved from 41,474,407 votes, representing 5.71% of the company, to 49,784,582 votes, representing 6.86%. The previous notice had been dated 1 September 2026 and provided to the market on 4 September 2026, meaning the latest update reflects roughly three weeks of trading and portfolio activity across the entities concerned.

For a diagnostics and pathology services provider such as Healius, changes of this kind are a routine but closely watched part of the regulatory landscape. A shift of more than one percentage point in voting power is large enough to trigger a fresh disclosure obligation under the substantial holder rules that apply to all ASX-listed companies. The notice does not indicate any change to the day-to-day operations, clinical services or management of Healius; rather, it is an ownership and voting-rights disclosure lodged on behalf of investment managers acting for underlying clients and funds.

Understanding the Form 604 Disclosure Requirement

A Form 604 is the standard notice used under the Corporations Act 2001 whenever a person or group becomes, or ceases to be, a substantial holder in a listed entity, or when their voting power changes by one percentage point or more from what was last disclosed. A holder is generally classed as "substantial" once its voting power reaches 5% or more of the total votes attached to a company's shares. The purpose of this regime is transparency: it allows the market, the company and other investors to see who holds meaningful influence over voting outcomes, and how that influence is changing over time.

In this case, the notice was filed by First Sentier Group Limited together with related entities that act as investment managers. Rather than describing a single buyer accumulating shares for its own account, the filing reflects interests held across managed funds and mandates, which are aggregated for disclosure purposes because the same corporate group ultimately controls how the voting rights attached to those shares are exercised. The notice explains that the relevant interest arises "from having the power to control the exercise of voting rights... in its capacity as investment manager," which is the standard basis on which fund managers report holdings that sit across multiple underlying portfolios rather than a single beneficially owned parcel.

Annexure B to the notice sets out the individual transactions that produced the change, covering the period between 7 September 2026 and 22 September 2026. These included both purchases and sales of ordinary shares in Healius, as well as arrangements to borrow shares, all of which are aggregated into the net movement reported in the headline voting power figures.

How the Holding Is Structured Across Related Entities

The present voting power of 49,784,582 votes, equal to 6.86% of Healius, is attributed across three related entities named in the notice. First Sentier Investors RQI Pty Ltd (ACN 133 312 017) holds 31,893,182 fully paid ordinary shares, the largest single component of the group's position. First Sentier Investors (Australia) IM Ltd (ACN 114 194 311) holds 5,396,560 fully paid ordinary shares, all of which are recorded as borrowed shares rather than shares held outright. Mitsubishi UFJ Financial Group, which is connected to the broader group structure, holds a further 4,184,665 fully paid ordinary shares.

Breaking the holding down this way shows that a single reported percentage can be made up of different types of interests: shares held in funds under management, and shares obtained through securities lending. Each interest carries voting power while held, but the mix can matter to how a holding might change again, since borrowed shares are subject to recall.

Securities Lending Arrangements Behind Part of the Holding

A notable feature of this notice is the disclosure of securities lending arrangements. The filing confirms that First Sentier Investors (Australia) IM Ltd's holding of 5,396,560 shares consists entirely of borrowed shares, obtained under three separate Global Master Securities Lending Agreements (GMSLAs) with Citigroup Global Markets Limited, which is named in the filing as the lending counterparty. Securities lending is a common and long-standing market practice in which one party temporarily transfers shares to another, usually in exchange for Collateral and a fee, while retaining a contractual right to have the shares returned.

Under the terms described in the notice, these particular lending agreements allow the shares to be recalled by the lender at any time upon notice, and separately give the borrower the right to return the shares on any Business day. This two-way flexibility is typical of standard GMSLA documentation used across global Equity markets and means that the borrowed component of the holding could change relatively quickly compared with shares held outright in a fund.

For readers unfamiliar with substantial holder reporting, it is worth noting that these notices are a compliance mechanism rather than a signal about a company's underlying business performance. Healius continues to operate as a diagnostics and pathology group, and this filing relates solely to how voting rights attached to its shares are distributed among large institutional holders. Investors and other Stakeholders typically use these disclosures to track the evolving ownership base of a company over time, alongside other periodic filings required under ASX Listing Rules and the Corporations Act.

Key Insights

This Form 604 filing illustrates how substantial Shareholder disclosure works for large institutional investment managers operating across pooled funds and client mandates, rather than for a single identifiable buyer. The movement from 5.71% to 6.86% of Healius Limited's voting power reflects a combination of on-market transactions and securities lending activity recorded between early and late September 2026. Because part of the position is held through borrowed shares under standing lending agreements with Citigroup Global Markets Limited, that portion of the voting power remains subject to recall and could shift again depending on how those lending arrangements are managed. Readers should treat the notice as a transparency disclosure about who controls voting rights attached to Healius shares, distinct from any statement about the company's clinical operations or financial position.