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ABACUS STORAGE KING Major Shareholding Notification 2023

Aug 3, 2023

64432_rns_2023-08-03_e3e048ca-3381-4e59-85d1-0f4c4ae9a6c9.pdf

Major Shareholding Notification

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Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Abacus Storage King (ASX:ASK) ACN/ARSN Comprising Abacus Storage Operations Limited (ACN 112 457 075) ( ASOL ), Abacus Storage Property Trust (ARSN 111 629 559) ( ASPT ) 1. Details of substantial holder (1) Name Calculator Australia Pty Limited as trustee of the Calculator Australia Trust ACN/ARSN (if applicable) 135 249 848 The holder became a substantial holder on 3 / 8 / 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)
Fully paid ordinary stapled securities held by Calculator Australia Pty
Ltd as trustee of the Calculator Australia Trust
462,898,698 462,898,698 40.095%
Fully paid ordinary stapled securities held via relevant interest under
section 608(3) of the Corporations Act (Corporations Act) via control
of the relevant entities which make up the Abacus Property Group
referred to in paragraph 4 below.
260,859,303 260,859,303 22.59%
Total held fully paid ordinary stapled securities 723,758,001 723,758,001 62.69%

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
Calculator Australia Pty Ltd as trustee of the
Calculator Australia Trust
Note: the sole beneficiary of the Calculator
Australia Trust is Guardian Trust Company
Limited as trustee of the Calculator
Properties Bare Trust (see Form 603 dated
21 January 2009 in relation to Abacus
Property Group)
Relevant interest under section 608(1)(a) of the
Corporations Act as the registered holder.
462,898,698 stapled securities
Relevant interest under section 608(3) of the
Corporations Act via control of the relevant entities
which make up the Abacus Property Group referred
to in paragraph 4 below.
260,859,303 stapled securities

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
Calculator Australia Pty Ltd as
trustee of the Calculator Australia
Trust
Calculator Australia Pty Ltd as
trustee of the Calculator Australia
Trust
Calculator Australia Pty Ltd as
trustee of the Calculator Australia
Trust
462,898,698 stapled
securities
Abacus Group Projects Limited ACN
104 066 104 (AGPL)
AGPL 19,870,946 stapled
securities
Abacus Funds Management Limited
ACN 007 415 590 (AFML) as trustee
for Abacus Ventures Trust
AFML as trustee for the Abacus
Ventures Trust
19,076,108 stapled
securities
Perpetual Trustee Company Limited
as custodian for Abacus Trust
AFML as responsible entity for
Abacus Trust
221,912,249 stapled
securities

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) Consideration (9) Class and number
of securities
Cash Non-Cash
Calculator Australia
Pty Ltd as trustee of
the Calculator
Australia Trust
N/A N/A N/A
Note: 462,898,698 fully paid ordinary units in ASPT
(ASPT Units) and 462,898,698 fully paid ordinary
shares in (ASOL Shares) already held as ASPT and
ASOL were members of the Abacus Property Group
prior to the se-stappling which occurred on the same
date as the date ofthisform.
462,898,698 stapled
securities
AGPL 3 August 2023 N/A 50 fully paid ordinary units in Abacus Repository Trust
(ABN 69 921 016 532) (ART Units) in consideration
for the issue of 19,870,946 ASPT Units.
Partial repayment of, or set-off against, amounts due
or owing under the intragroup loan facility provided by
Abacus Group Holdings Limited as lender to Abacus
Storage Funds Management Limited (ABN 41 109 324
834) as responsible entity for ASPT (as borrower)
(AGHL Intragroup Loan) in consideration for the
issue of 19,870,946 fully paid ordinary shares in ASOL
(ASOL Shares) at an applicable price of A$0.42 per
ASOL Share.
19,870,946 stapled
securities
AFML as trustee for
Abacus Ventures
Trust
3 August 2023 N/A 48 ART Units in consideration for the issue of
19,076,108 ASPT Units.
Partial repayment of, or set-off against, amounts due
or owing under the AGHL Intragroup Loan in
consideration for the issue of 19,076,108 ASOL
Shares at an applicable price of A$0.42 per ASOL
Share.
19,076,108 stapled
securities
Perpetual Trustee
Company Limited as
custodian for
Abacus Trust
3 August 2023 N/A 2 ART Units in consideration for the issue of 794,838
ASPT Units.
Partial repayment of, or set-off against, amounts due
or owing under the AGHL Intragroup Loan in
consideration for the issue of 794,838 ASOL Shares at
an applicable price of A$0.42 per ASOL Share.
Partial repayment of, or set-off against, amounts due
or owing under the AGHL Intragroup Loan in
consideration for the issue of 221,117,411 stapled
securities at an application price of A$1.60 per stapled
security.
221,912,249 stapled
securities

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 applicable) Nature of association
N/A

7. Addresses

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

Name Address
Calculator Australia Pty Ltd as trustee of the Calculator Australia Trust Care of Deloitte Private Pty Ltd, Tower 2, Brookfield Place, 123 St
Georges Terrace, Perth WA 6000
Abacus Property Group entities referred to in this form Level 13, 77 Castlereagh Street, Sydney NSW 2000

Signature

print name
sign here
Robert John Miller
CapacityDirector
date 4 / 8 / 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.

  • (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.