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3P LEARNING LIMITED.. Major Shareholding Notification 2026
64256_rns_2026-05-17_96c2f3a6-40c4-48ed-89a9-38bd5b41ff31.pdf
Major Shareholding Notification
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3P Learning
ASX ANNOUNCEMENT
18 May 2026
Re-lodgement of Change of Substantial Shareholder Notice
A Change of Substantial Shareholder Notice (form 604) was lodged on 4 May 2026 on behalf of the Blake Shareholders. The document incorrectly stated that the Blake shareholders hold 151,674,506 shares in the Company, or 51.91% of the shares of the Company. This was a typographical error.
The Blake Shareholders actually hold 141,674,506 shares in the Company, which is 51.91% of the shares of the Company.
A corrected form 604 is attached to this document.
This announcement has been authorised for release by the Company Secretary of the Company.
For further information, please contact:
3P Investor Relations
[email protected]
1300 850 331 | 1300 762 165
[email protected]
Registered Office: 655 Parramatta Road, Leichhardt, NSW 2040
www.3plearning.com | ABN 50 103 827 836
604 Page 1 of 3 15 July 2001
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme
3P Learning Ltd ("3PL")
ACN/ARSN
103 827 836
- Details of substantial holder (1)
Pascal Educational Services Pty Ltd (ACN 082 850 744) as trustee for the Blake Sandblom Trust
Pascal Educational Services Ply Ltd (ACN 082 850 744) as trustee for the BEL Unit Trust
KPIT Pty Ltd (ACN 132 677 162) as trustee for KP Investment Trust
SD&M Software Ply Ltd (ACN 002 746 474) (SD & M Ply Limited Super Fund Account) ("SD&M")
Wendy Beckett ("Beckett")
Blake Beckett Pty Ltd as trustee for Blake Beckett Trust
Name
Pascal Educational Services Pty Ltd as trustee for Blake Sandlom A/C
Kalaci Pty Ltd (ACN 003 848 628)
(The Blake shareholders)
ACN/ARSN (if applicable)
see above
There was a change in the interests of the substantial holder on
28/04/2026
The previous notice was given to the company on
01/04/2026
The previous notice was dated
01/04/2026
- 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) | |
| The Blake shareholders | 138,764,838 | 50.85% | 141,674,506 | 51.91% |
| (Corrected) |
- Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of 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 Appendix 1 attached |
604 Page 2 of 3 15 July 2001
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 |
|---|---|---|---|---|---|
| See Appendix 2 attached | |||||
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/ARSN (if applicable) | Nature of association |
|---|---|
| n/a | |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| See Appendix 3 attached | |
Signature
DIRECTIONS
(1) If there are a number of substantial holders 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:
Page 3 of 3 15 July 2001
(a) any relevant agreement or other circumstances because of 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.
Appendix 1
| Trade Date | Transaction | Units | Average Price ($) |
|---|---|---|---|
| 28/04/2026 | On Market Transfer | 50,000 | 0.2850 |
| 28/04/2026 | On Market Transfer | 50,000 | 0.2850 |
| 28/04/2026 | On Market Transfer | 50,000 | 0.2850 |
| 28/04/2026 | On Market Transfer | 50,000 | 0.2850 |
| 28/04/2026 | On Market Transfer | 50,000 | 0.2850 |
| 28/04/2026 | On Market Transfer | 50,000 | 0.2850 |
| 28/04/2026 | On Market Transfer | 50,000 | 0.2850 |
| 17/04/2026 | On Market Transfer | 1,040 | 0.2800 |
| 16/04/2026 | On Market Transfer | 10,935 | 0.2800 |
| 15/04/2026 | On Market Transfer | 8,025 | 0.2800 |
| 15/04/2026 | On Market Transfer | 30,000 | 0.2900 |
| 15/04/2026 | On Market Transfer | 20,000 | 0.2800 |
| 13/04/2026 | On Market Transfer | 72 | 0.3100 |
| 10/04/2026 | On Market Transfer | 23 | 0.3100 |
| 9/04/2026 | On Market Transfer | 9,905 | 0.3100 |
| 7/04/2026 | On Market Transfer | 50,000 | 0.2800 |
| 7/04/2026 | On Market Transfer | 29,668 | 0.2600 |
| 7/04/2026 | On Market Transfer | 50,000 | 0.2780 |
| 7/04/2026 | On Market Transfer | 50,000 | 0.2810 |
| 7/04/2026 | On Market Transfer | 50,000 | 0.2790 |
| 2/04/2026 | On Market Transfer | 100,000 | 0.2820 |
| 2/04/2026 | On Market Transfer | 100,000 | 0.2750 |
| 2/04/2026 | On Market Transfer | 100,000 | 0.2750 |
| 2/04/2026 | On Market Transfer | 100,000 | 0.2750 |
| 2/04/2026 | On Market Transfer | 100,000 | 0.2750 |
| 2/04/2026 | On Market Transfer | 50,000 | 0.2750 |
| 2/04/2026 | On Market Transfer | 50,000 | 0.2750 |
| 31/03/2026 | On Market Transfer | 50,000 | 0.2830 |
| 31/03/2026 | On Market Transfer | 50,000 | 0.2830 |
| 31/03/2026 | On Market Transfer | 100,000 | 0.2830 |
| 31/03/2026 | On Market Transfer | 100,000 | 0.2850 |
| 31/03/2026 | On Market Transfer | 100,000 | 0.2830 |
| 31/03/2026 | On Market Transfer | 100,000 | 0.2850 |
| 31/03/2026 | On Market Transfer | 100,000 | 0.2780 |
| 31/03/2026 | On Market Transfer | 100,000 | 0.2780 |
| 31/03/2026 | On Market Transfer | 100,000 | 0.2780 |
| 31/03/2026 | On Market Transfer | 100,000 | 0.2780 |
| 30/03/2026 | On Market Transfer | 100,000 | 0.2850 |
| 30/03/2026 | On Market Transfer | 100,000 | 0.2850 |
| 30/03/2026 | On Market Transfer | 100,000 | 0.2850 |
| 30/03/2026 | On Market Transfer | 100,000 | 0.2840 |
| 30/03/2026 | On Market Transfer | 100,000 | 0.2790 |
| 30/03/2026 | On Market Transfer | 100,000 | 0.2760 |
| 30/03/2026 | On Market Transfer | 50,000 | 0.2750 |
Appendix 2 Present relevant interests
| Holder of relevant interest | Registered holder of securities | Person entitled to be registered as holder | Class and number of securities | Person's votes |
|---|---|---|---|---|
| Pascal Educational Services Pty Ltd (ACN 082 850 744) as trustee for the Blake Sandblom Trust | Pascal Educational Services Pty Ltd (ACN 082 850 744) as trustee for the Blake Sandblom Trust | Pascal Educational Services Pty Ltd (ACN 082 850 744) as trustee for the Blake Sandblom Trust | 82,200,000 ordinary | 82,200,000 |
| Pascal Educational Services Pty Ltd (ACN 082 850 744) as trustee for the BEL Unit Trust | Pascal Educational Services Pty Ltd (ACN 082 850 744) as trustee for the BEL Unit Trust | Pascal Educational Services Pty Ltd (ACN 082 850 744) as trustee for the BEL Unit Trust | 12,787,000 ordinary | 12,787,000 |
| KPIT Pty Ltd (ACN 132 677 162) as trustee for KP Investment Trust | KPIT Pty Ltd (ACN 132 677 162) as trustee for KP Investment Trust | KPIT Pty Ltd (ACN 132 677 162) as trustee for KP Investment Trust | 40,850,000 ordinary | 40,850,000 |
| SD & M Software Pty Ltd (ACN 002 746 474)(SD & M Pty Limited Super Fund Account) | SD & M Software Pty Ltd (ACN 002 746 474)(SD & M Pty Limited Super Fund Account) | SD & M Software Pty Ltd (ACN 002 746 474)(SD & M Pty Limited Super Fund Account) | 2,376,262 ordinary | 2,376,262 |
| Wendy Louise Beckett | Wendy Louise Beckett | Wendy Louise Beckett | 130,000 ordinary | 130,000 |
| Pascal Educational Services Pty Ltd (ACN 082 850 744) as trustee for Blake Sandbom A/C | Pascal Educational Services Pty Ltd (ACN 082 850 744) as trustee for Blake Sandbom A/C | Pascal Educational Services Pty Ltd (ACN 082 850 744) as trustee for Blake Sandbom A/C | 3,291,244 ordinary | 3,291,244 |
| Kalaci Pty Ltd (ACN 003 848 628) | Kalaci Pty Ltd (ACN 003 848 628) | Kalaci Pty Ltd (ACN 003 848 628) | 40,000 ordinary | 40,000 |
Nature of Association
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| Blake Shareholders SD&M | The Blake Shareholders, SD&M and Beckett are associates of each other because of an agreement, arrangement or understanding between them for the purposes of influencing |
| Beckett | |
| Pascal Educational Services Pty Ltd (ACN 082 850 744) as trustee for the Blake Sandblom Trust (the "Blake S Trust") | Matthew Blake Sandblom is an associate of the Blake S Trust as he is the sole director, secretary and shareholder of Pascal Educational Services Pty Ltd (ACN 082 850 744). |
| Matthew Blake Sandblom | |
| Pascal Educational Services Pty Ltd (ACN 082 850 744) as trustee for the BEL Unit Trust (the "BEL U Trust") | Matthew Blake Sandblom is an associate of the BEL U Trust as he is the sole director, secretary and shareholder of Pascal Educational Services Pty Ltd (ACN 082 850 744). |
| Matthew Blake Sandblom | |
| KPIT Pty Ltd (ACN 132 677 162) as trustee for KP Investment Trust ("KP I Trust") | Katherine Pike is an associate of the KP I Trust as she is the sole director, secretary and shareholder of KPIT Pty Ltd (ACN 132 677 162) and has the power to control the KP I Trust. |
| Katherine Pike | |
| Kalaci Pty Ltd (ACN 003 848 628) | Matthew Blake Sandblom is a director and shareholder of Kalaci Pty Ltd |
| Matthew Blake Sandblom |
Appendix 3 - Addresses
- Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Pascal Educational Services Pty Ltd (ACN 082 850 744) as trustee for the Blake Sandblom Trust | 649-655 Parramatta Road, Leichhardt, NSW, 2040 |
| Pascal Educational Services Pty Ltd (ACN 082 850 744) as trustee for the BEL Unit Trust | 649-655 Parramatta Road, Leichhardt, NSW, 2040 |
| KPIT Ply Ltd (ACN 132 677 162) as trustee for KP Investment Trust | 20 Croydon Street, Petersham, NSW, 2049 |
| SD&M Software Ply Ltd (ACN 002 746 474) (SD & M Ply Limited Super Fund Account) | 649-655 Parramatta Road, Leichhardt, NSW, 2040 |
| Wendy Louise Beckett | Unit 43, 501 Glebe Point Road, Glebe, NSW 2037 |
| Blake Beckett Pty Ltd as trustee for Blake Beckett Trust | 655 Parramatta Road, Leichhardt, NSW, 2040 |
| Pascal Educational Services Pty Ltd as trustee for Blake Sandlom A/C | PO BOX 250 ,NSW,AUS,2037 |
| Kalaci Pty Ltd | PO BOX 250 ,NSW,AUS,2037 |