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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
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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 7 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.
(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.
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(6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
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(7) Include details of:
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(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.