AI assistant
4DS MEMORY LIMITED — Major Shareholding Notification 2023
Sep 7, 2023
64258_rns_2023-09-07_e86bbd58-de01-4ac6-a4c7-019f5545e99d.pdf
Major Shareholding Notification
Open in viewerOpens in your device viewer
Kelland Munro DocuSign Envelope ID: 2455B16F-4224-4E16-AFC5-BDA896B04242 MacCulloch
603 Page 1 of 4 05 September 2023
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme 4DS Memory Limited ACN/ARSN ACN 145 590 110
1. Details of substantial holder (1)
Name
Kelland Munro MacCulloch
ACN/ARSN (if applicable)
The holder became a substantial holder on 6 / 02 / 2023
2. Details of 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 on the date the substantial holder became a substantial holder are as follows:
| Class of securities (4) | Number of securities | Person's votes (5) | Voting power (6) |
| Ordinary | 93,296,985 | 93,296,985 | 5.46% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
| Kelland Munro MacCulloch | Relevant interest arising under section 608(1)(a) of the Corporations Act 2001 (Cth), being a relevant interest arising as a result of being the holder of the securities. |
Ordinary 21,063,494 |
| KEL MACCULLOCH LIFETIME SUPER FUND CT PTY LTD MACCULLOCH LTE SF A/C> |
Relevant interest arising under section 608(1)(b) of the Corporations Act 2001 (Cth), who has power to exercise, or control the exercise of, a right to vote attached to the securities as is the case as a result ofKelland Munro MacCullochbeing the sole owner of KEL MACCULLOCH LIFETIME SUPER FUND CT PTY LTD MACCULLOCH LTE SF A/C>. |
Ordinary 3,119,000 |
DocuSign Envelope ID: 2455B16F-4224-4E16-AFC5-BDA896B04242
603 Page 2 of 4 05 September 2023
| KZ 3 Pty Ltd | Relevant interest arising under section 608(1)(b) of the Corporations Act 2001 (Cth), who has power to exercise, or control the exercise of, a right to vote attached to the securities as is the case as a result ofKelland Munro MacCullochbeing the soledirector of KZ 3 Pty Ltd. |
Ordinary 60,265,637 |
| KZ 6 Pty Ltd | Relevant interest arising under section 608(1)(b) of the Corporations Act 2001 (Cth), who has power to exercise, or control the exercise of, a right to vote attached to the securities as is the case as a result ofKelland Munro MacCullochbeing the soledirector of KZ 6 Pty Ltd. |
Ordinary 8,848,854 |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Class and number of securities |
| Kelland Munro MacCulloch |
Kelland Munro MacCulloch |
Kelland Munro MacCulloch |
Ordinary 21,063,494 |
| Kelland Munro MacCulloch |
KEL MACCULLOCH LIFETIME SUPER FUND CT PTY LTD LTE SF A/C> |
KEL MACCULLOCH LIFETIME SUPER FUND CT PTY LTD LTE SF A/C> |
Ordinary 3,119,000 |
| Kelland Munro MacCulloch |
KZ 3 Pty Ltd | KZ 3 Pty Ltd | Ordinary 60,265,637 |
| Kelland Munro MacCulloch |
KZ 6 Pty Ltd | KZ 6 Pty Ltd | Ordinary 8,848,854 |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Class and number of securities |
|
| Cash | Non-cash | |||
| KZ 3 Pty Ltd | 6/2/2023 | 198,261.69 | Ordinary 5,714,285 |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if Nature of association applicable) Kelland Munro MacCulloch has control and a beneficial interest as the sole KZ 6 PTY LTD 650 490 476 shareholder, director and company secretary.
DocuSign Envelope ID: 2455B16F-4224-4E16-AFC5-BDA896B04242
603 Page 3 of 4 05 September 2023
| KZ 3 PTY LTD 604 053 081 | Kelland Munro MacCulloch has control and a beneficial interest as the sole shareholder, director and company secretary. |
| KEL MACCULLOCH LIFETIME SUPER FUND CT PTY LTD MACCULLOCH LTE SF A/C> ABN 25 736 584 108 |
Trustee of of which Kelland Munro MacCulloch has control and a beneficial interest as the sole shareholder, director and company secretary. |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
| Kelland Munro MacCulloch | 2/133 Alexandra Avenue, South Yarra, 3141, Victoria |
Signature
print name Kelland Munro MacCulloch capacity Director sign here date 8/9/2023 / /
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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
-
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
-
(7) Include details of:
-
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.
DocuSign Envelope ID: 2455B16F-4224-4E16-AFC5-BDA896B04242
603 Page 4 of 4 05 September 2023
-
(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) 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.