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ADSLOT LTD. — Major Shareholding Notification 2016
Apr 19, 2016
64306_rns_2016-04-19_2cbb5124-1234-45d3-a3df-a6d71dc4a30f.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 Name Adslot Ltd ACN 001 287 510
| 1. Details of substantial holder (1) | 1. Details of substantial holder (1) | |||||||
|---|---|---|---|---|---|---|---|---|
| Name | Chris Morris |
|||||||
| ACN/ARSN (if applicable) | ||||||||
| There | was a change in the interests of the | |||||||
| substantial holder on | 08/04/2016 | |||||||
| The previous notice was given to the company on | 23/12/2013 | |||||||
| The previous notice was dated | 23/12/2013 | |||||||
| 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: | ||||||
| Previous notice | Present notice | |||||||
| Class of securities (4) | Person’s votes | Voting power (5) | Person’s votes |
Voting power (5) |
||||
| Fully paid ordinary shares | 70,410,696 | 7.18% | 67,626,081 | 6.06% | ||||
| 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 |
||||
| 23/12/2013 Finico Pty Ltd & Colonial Leisure Group Pty Ltd |
Dilution from issue of 6,250,000 shares to the Trustee of the Adslot Employee Share Trust |
Nil | 70,410,696 shares | 70,410,696 |
| 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 |
|---|---|---|---|---|---|
| 23/12/2013 | Finico Pty Ltd & Colonial Leisure Group Pty Ltd |
Dilution from issue of 6,250,000 shares to the Trustee of the Adslot Employee Share Trust |
Nil | 70,410,696 shares | 70,410,696 |
| 16/06/2014 | Finico Pty Ltd & Colonial Leisure Group Pty Ltd |
Dilution from issue of 1,000,000 shares to the Trustee of the Adslot Employee Share Trust |
Nil | 70,410,696 shares | 70,410,696 |
| 16/06/2014 | Finico Pty Ltd & Colonial Leisure Group Pty Ltd |
Dilution from issue of 65,000,000 shares under the Share Placement |
Nil | 70,410,696 shares | 70,410,696 |
| 25/09/2014 | Finico Pty Ltd & Colonial Leisure Group Pty Ltd |
Dilution from the issue of 200,000 shares as a result of the exercise of options |
Nil |
70,410,696 shares | 70,410,696 |
| 05/03/2015 | Mr Chris Morris | Issuer Adjustment Increase | Nil | 1,315,384 | 1,315,384 |
| 01/05/2015 | Finico Pty Ltd, Colonial Leisure Group Pty Ltd & Mr Chris Morris |
Dilution from issue of 3,000,000 shares to the Trustee of the Adslot Employee Share Trust |
Nil | 71,726,080 shares | 71,726,080 |
| 27/08/2015 | Finico Pty Ltd, Colonial Leisure Group Pty Ltd & Mr Chris Morris |
Dilution from issue of 2,520,377 shares as a result of Vesting of Performance Rights |
Nil | 71,726,080 shares | 71,726,080 |
| 08/03/2016 | Invia Custodian Pty Limited | On Market Sale | $272,178.45 | 3,100,000 | 3,100,000 |
| 09/03/2016 | Invia Custodian Pty Limited | On Market Sale | $85,299.91 | 999,999 | 999,999 |
| Finico Pty Ltd, Colonial | |||||
| 08/04/2016 | Leisure Group Pty Ltd, Invia Custodian Pty Limited & Mr |
Dilution from issue of 57,500,000 shares under the Share Placement |
Nil | 67,626,081 shares | 67,626,081 |
| Chris Morris |
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 |
|---|---|---|---|---|---|
| Chris Morris | Finico Pty Ltd | Finico Pty Ltd | Owned by Chris Morris | 55,148,796 | 55,148,796 |
| Chris Morris | Colonial Leisure Group Pty Ltd |
Colonial Leisure Group Pty Ltd |
Owned by Chris Morris | 1,982,052 | 1,982,052 |
| Chris Morris | Invia Custodian Pty Limited |
Invia Custodian Pty Limited |
Owned by Chris Morris | 9,179,849 | 9,179,849 |
| Chris Morris | Chris Morris | Chris Morris | Registered holder of shares | 1,315,384 | 1,315,384 |
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 | |
| f persons named in this form are as follows: | |
| Name | Address |
| Finico Pty Ltd | PO Box 103 Abbotsford VIC 3067 |
| Colonial Leisure Group Pty Ltd | PO Box 103 Abbotsford VIC 3067 |
| Invia Custodian Pty Limited | GPO Box 4595 Melbourne VIC 3001 |
| Chris Morris | PO Box 73 Port Melbourne VIC 3207 |
6. Addresses
The addresses of persons named in this form are as follows:
Signature
| print name Chris Morris capacity |
|---|
| sign here date 20/04/2016 |
| DIRECTIONS |
| er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and |
| trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, |
| ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members |
| paragraph 6 of the form. |
| f "associate" in section 9 of the Corporations Act 2001. |
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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).
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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 on 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.