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ABACUS STORAGE KING — Major Shareholding Notification 2023
Aug 3, 2023
64432_rns_2023-08-03_b99db5e6-f967-4453-847c-05e1cefad78f.pdf
Major Shareholding Notification
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Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| ToCompany Name/Scheme | Abacus Storage King (ASX:ASK) comprised of Abacus Storage Operations Limited (ASOL) and Abacus Storage Property Trust |
|---|---|
| (ASPT,together with ASOL, ASK) | |
| ACN/ARSN | ASOL ACN 112 457 075 |
| ASPT ARSN 111 629 559 | |
| Details of substantial holder (1) | |
| Name | Abacus Property Group (ASX:ABP, to have the new name Abacus Group and new ticker code ASX:ABG on or around 10 August |
| 2023) (the stapled group comprising Abacus Group Holdings Limited (AGHL), Abacus Group Projects Limited (AGPL), Abacus | |
| Funds Management Limited (AFML) as responsible entity for Abacus Trust (AT) and Abacus Income Trust (AIT)) and their related | |
| bodies corporate(together theAbacus Group Entities) | |
| ACN/ARSN (if applicable) | AGHL ACN 080 604 619 |
| AGPL ACN 104 066 104 | |
| AFML ACN 007 415 590 | |
| AT ARSN 096 572 128 | |
| AIT ARSN 104 934 287 | |
| There was a change in the interests of the | |
| substantial holder on | 4 / August / 2023 |
| The previous notice was given to the company on 3 /August /2023 |
|
| The previous notice was dated | 3 / August / 2023 |
1. Details of substantial holder (1)
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 stapled securities in ASK, each comprising a fully paid ordinary share in ASOL and a fully paid ordinary unit in ASPT(ASK Securities) |
260,859,303 | 22.59% (based on 1,154,516,936 ASK Securities on issue upon De-stapling Implementation1) |
260,859,303 | 19.85% (based on 1,314,102,962 ASK Securities on issue upon allotment of new ASK Securities under the Offer2) |
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 |
|---|---|---|---|---|---|
| 4 August 2023 |
Abacus Group Entities | Dilution of interest following the issue of new ASK Securities under the Offer2. |
N/A | 260,859,303 ASK Securities |
260,859,303 |
4. Present relevant interests
2 As defined in the Transaction Booklet.
1 As defined in the transaction booklet dated 19 June 2023 and made available to the Abacus Property Group (then consisted of AGHL, AGPL, ASOL, AT, AIT and ASPT) securityholders on 27 June 2023 ( Transaction Booklet ).
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Annexure A to Form 604
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 |
|---|---|---|---|---|---|
| Abacus Group Entities |
AGPL | AGPL | AGPL has a relevant interest under section 608(1)(a) of the Corporations Act 2001 (Cth) (Corporations Act) as the registered holder. Abacus Group Entities have a relevant interest under section 608(3) of the Corporations Act via control of AGPL. |
19,870,946 ASK Securities |
19,870,946 |
| Abacus Group Entities |
AFML as trustee for Abacus Ventures Trust |
AFML as trustee for Abacus Ventures Trust |
AFML as trustee for Abacus Ventures Trust has a relevant interest under section 608(1)(a) of the Corporations Act as the registered holder. Abacus Group Entities have a relevant interest under section 608(3) of the Corporations Act via control of Abacus Ventures Trust and AFML as trustee for Abacus VenturesTrust. |
19,076,108 ASK Securities |
19,076,108 |
| Abacus Group Entities |
Perpetual Trustee Company Limited as custodian for AT |
AFML as responsible entity for AT |
Perpetual Trustee Company Limited as custodian for AT has a relevant interest under section 608(1)(a) of the Corporations Act as the registered holder. Abacus Group Entities have a relevant interest under section 608(3) of the Corporations Act via control of AT, Perpetual Trustee Company Limited as custodian for AT and AFML as trustee for AbacusVenturesTrust. |
221,912,249 ASK Securities |
221,912,249 |
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:
| ave become associates (2) of, ceased to be associates of, pany or scheme are as follows: |
or have changed the nature of their association (9) with, the substantial holder in relation t |
|---|---|
| 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:
| persons named in this form are as follows: | |
|---|---|
| Name | Address |
| Abacus Group Entities | Level 13, 77 Castlereagh Street, Sydney NSW 2000 |
Signature
print name Belinda Cleminson Capacity Company Secretary sign here date 4 / August / 2023
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Annexure A to Form 604
DIRECTIONS
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(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.
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(2) See the definition of “associate” in section 9 of the Corporations Act 2001.
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(3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
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(4) The voting shares of a company constitute one class unless divided into separate classes.
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(5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
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(6) Include details of:
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(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
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(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.
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(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.
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(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”.
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(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
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