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5G NETWORKS LIMITED. Major Shareholding Notification 2021

Nov 24, 2021

64261_rns_2021-11-24_577d3f01-62be-4507-a579-107865469a59.pdf

Major Shareholding Notification

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Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company WEBCENTRAL LIMITED (WCG) Name/Scheme ACN/ARSN 073 716 793

1. Details of substantial holder (1)

JD MANAGEMENT GROUP PTY LTD (JDM), JMD SUPERANNUATION FUND Name (JMDSF), STUDIO INCORPORATE PTY LTD (SIP) and JOSEPH DEMASE ACN/ARSN (if applicable) 081 408 068

There was a change in the interests of the substantial holder on 23 / 11 / 2021 The previous notice was given to the 15 / 11 / 2021 company on The previous notice was dated 15 / 11 / 2021

2. 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)
Fully Paid Ordinary
Shares
16,951,206 10.56% 53,725,198 13.37%

3. 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
23/11/2021 JDM Issue of new
Webcentral shares
pursuant to the merger
with 5G Networks
Limited by way of
scheme of arrangement
Shares held
in 5G
Networks
Limited

35,850,188
fully paid
ordinary
shares
35,850,188
23/11/2021 JMDSF Issue of new
Webcentral shares
pursuant to the merger
with 5G Networks
Limited by way of
scheme of arrangement
Shares held
in 5G
Networks
Limited

884,520 fully
paid ordinary
shares
884,520
23/11/2021 SIP Issue of new
Webcentral shares
pursuant to the merger
with 5G Networks
Limited by way of
scheme of arrangement
Shares held
in 5G
Networks
Limited

16,000 fully
paid ordinary
shares
16,000
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
23/11/2021 JOSEPH
DEMASE
Issue of new
Webcentral shares
pursuant to the merger
with 5G Networks
Limited by way of
scheme of arrangement
Shares held
in 5G
Networks
Limited

23,284 fully
paid ordinary
shares
23,284

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
JDM JDM JDM Relevant Interest
under s608(1)
52,801,394 52,801,394
JMDSF JMDSF JMDSF Relevant Interest
under s608(1)
884,520
884,520
SIP SIP SIP Relevant Interest
under s608(1)
16,000
16,000
JOSEPH
DEMASE
JOSEPH DEMASE JOSEPH DEMASE Relevant Interest
under s608(1)
23,284
23,284
JOSEPH
DEMASE
JOSEPH
DEMASE, JDM,
JMDSF & SIP
JOSEPH
DEMASE, JDM,
JMDSF & SIP
Relevent interest
under s608(2) as
controller of
JDM,JMDSF,SIP
53,725,198 53,725,198

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 N/A

6. Addresses

The addresses of persons named in this form are as follows:

Name Address
JDM 130 Bulleen Road, Balwyn North, Victoria 3104
JMDSF 130 Bulleen Road, Balwyn North, Victoria 3104
SIP 130 Bulleen Road, Balwyn North, Victoria 3104
Joseph Demase 130 Bulleen Road, Balwyn North, Victoria 3104

Signature

print name Joseph Demase capacity Managing Director sign here date 25 / 11 / 2021

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:

  • (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.