Mitsubishi UFJ Financial Group Drops Below 5% Stake in Megaport Limited, Ceasing Substantial Holder Status

Details Behind MUFG’s Exit as a Substantial Holder in Megaport

The Form 605 notice under the Corporations Act 2001 confirms that Mitsubishi UFJ Financial Group, Inc., headquartered at 1-4-5 Marunouchi, Chiyoda-ku, Tokyo 100-8330, Japan, no longer holds a substantial interest in Megaport Limited. Under Australian law, a substantial holder is defined as any entity holding five per cent or more of voting shares in a listed company. Crossing this threshold in either direction triggers a notification requirement. MUFG became aware of this change on 10 July 2026, with the previous substantial holding notice also dated that day, indicating a recent and swift adjustment in MUFG’s aggregate stake.

The cessation was prompted by share sales executed by entities controlled by First Sentier Group Limited—a MUFG-controlled group—and share purchases by entities controlled by Morgan Stanley, in which MUFG holds a significant equity stake. All transactions occurred on 8 July 2026. The net effect reduced MUFG’s aggregated relevant interest below the substantial holding threshold. The company update includes a 174-page annexure reflecting the complexity and volume of transactions involved.

First Sentier Group Limited Entities’ Share Sales Lowered MUFG’s Megaport Holdings

A major factor in the reduction of MUFG’s relevant interest was the sale of Megaport fully paid ordinary shares by First Sentier Group Limited-controlled entities. Annexure A of the Form 605 notice lists six sales on 8 July 2026: 1,279 shares for $24,124.75; 36,122 shares for $681,853.32; 11,103 shares for $209,584.67; 710 shares for $13,392.16; 2,000 shares for $37,724.40; and 71 shares for $1,339.22. All were fully paid ordinary shares in Megaport Limited.

First Sentier Investors, formerly Colonial First State Global Asset Management, is a leading institutional fund manager acquired by MUFG from Commonwealth Bank of Australia. As a controlled entity under Australian substantial holding rules, First Sentier’s holdings are aggregated with other MUFG affiliates when calculating MUFG’s total relevant interest. The combined sale of approximately 51,285 shares across these transactions significantly contributed to MUFG’s overall reduction in Megaport holdings.

Morgan Stanley-Controlled Entities Acquired Megaport Shares on 8 July 2026

Partially offsetting the sales, Morgan Stanley-controlled entities purchased numerous smaller parcels of Megaport shares on 8 July 2026. Transactions ranged from 1 to 724 shares per purchase, with values between approximately $19.04 and $13,915.28. The annexure lists numerous purchases including 19, 117, 459, 155, 1, 11, 56, 18, 87, 84, 284, 71, 1, 70, 32, 160, 10, 91, 12, 14, 166, 15, 724, 61, 150, 5, 45, 7, 10, 57, 11, and 35 shares, among others.

MUFG’s significant equity stake in Morgan Stanley means that under Australian aggregation rules, Morgan Stanley-controlled entities’ holdings are attributed to MUFG’s relevant interest. Despite these purchases, the net effect of combined First Sentier sales and Morgan Stanley purchases resulted in MUFG’s total relevant interest falling below five per cent, triggering the cessation notice requirement.

Implications of the Form 605 Filing for Megaport Investors

The Form 605—Notice of ceasing to be a substantial holder—is mandated under Section 671B of the Corporations Act 2001 when a substantial holder’s interest drops below five per cent. This differs from Form 604, which is used when holdings remain above five per cent but change by one per cent or more. MUFG’s Form 605 filing means it is no longer obligated to disclose changes in its Megaport position unless it surpasses the five per cent threshold again.

For Megaport shareholders, this signals that a major institutional investor has reduced its stake below the substantial holding level. The update does not disclose MUFG’s exact remaining interest or provide management commentary. Details on total Megaport shares issued or MUFG’s residual percentage were not included. Shareholders seeking current institutional ownership details should consult Megaport’s latest annual report or investor relations materials.

Overview of Megaport Limited and Its Cloud Networking Platform

Megaport Limited is an Australian ASX-listed technology firm offering software-defined networking services that enable businesses to connect flexibly to cloud providers, data centres, and internet exchanges. Its global elastic cloud networking platform allows customers to provision and manage network connections on demand, typically via subscription or usage-based models. Megaport serves clients across Asia-Pacific, the Americas, and Europe, connecting to major cloud providers such as Amazon Web Services, Microsoft Azure, and Google Cloud.

Positioned within the expanding network-as-a-service sector, Megaport benefits from growing enterprise demand for scalable, cost-effective cloud connectivity amid digital transformation trends. As an internationally focused ASX-listed company, it attracts global institutional investors including large financial groups like MUFG. Changes in institutional holdings disclosed via substantial holding notices can offer insights into shifting investor sentiment, though reasons behind trading activity are not required to be disclosed in Form 605 filings.

MUFG’s Corporate Structure Explains Multiple Entities in the Notice

Mitsubishi UFJ Financial Group, Inc., headquartered in Tokyo, Japan, is among the world’s largest financial services groups by assets. Its complex corporate structure includes numerous subsidiaries and affiliated companies. Australian law’s broad definition of "relevant interest" includes securities held by controlled or influenced entities, requiring MUFG to aggregate holdings across its controlled and affiliated entities when filing substantial holding notices.

In this case, the primary entities involved are those controlled by First Sentier Group Limited—a wholly owned MUFG subsidiary—and those controlled by Morgan Stanley, in which MUFG holds a significant but non-controlling stake. The inclusion of Morgan Stanley-controlled transactions reflects Australian securities law aggregation rules and does not imply direct operational ties between Morgan Stanley and Megaport. The 174-page annexure details the extensive transactions contributing to MUFG’s position change.

Timeline of Transactions and Notice Filing

The key dates are as follows: all share transactions occurred on 8 July 2026; MUFG became aware of its relevant interest falling below five per cent on 10 July 2026, the same date as the prior substantial holding notice; and the formal Form 605 cessation notice was signed and lodged on 15 July 2026.

The two-day gap between transactions and awareness aligns with institutional processes needed to aggregate holdings across multiple entities. The five-day interval between awareness and filing complies with Corporations Act requirements. No regulatory concerns or commentary from Megaport or MUFG regarding timing were noted.

Risks for Megaport Investors Amid Institutional Ownership Changes

Substantial holder status changes can reflect portfolio rebalancing, mandate shifts, or fund flow impacts unrelated to company fundamentals. In Megaport’s case, First Sentier’s fund activities likely influenced the transactions. However, changes in institutional ownership concentration can affect share liquidity and volatility, especially in competitive, capital-intensive sectors like cloud networking.

Megaport faces sector-specific risks including competition from global telecom providers and hyperscale cloud firms offering interconnection services, pricing pressures, currency exposure, and ongoing investment needs. These risks were not addressed in the cessation notice, which solely discloses the change in substantial holding.

Investor Considerations Post-MUFG Substantial Holding Cessation

Investors should watch for further substantial holder notices from MUFG or affiliates, which could signal additional position changes or re-accumulation above five per cent. New substantial holder filings by other institutional investors would also be notable indicators of shifting interest.

The immediate share price impact of MUFG’s cessation was unclear at the time of this report. For a comprehensive view of Megaport’s institutional ownership, financial performance, and strategic outlook, investors should consult the company’s investor relations materials and recent financial disclosures. This update is a regulatory disclosure without forward-looking statements or management commentary.