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AINSWORTH GAME TECHNOLOGY LIMITED — Major Shareholding Notification 2025
May 6, 2025
64331_rns_2025-05-06_b368b53a-46c0-445d-8dfa-8dacdc05d145.pdf
Major Shareholding Notification
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Our Ref: GH: 1288898.001
7 May 2025
The Manager Market Announcements Office ASX Limited By email: maogroup.asx.com.au
Dear Sir, Madam
Ainsworth Game Technology Limited ACN 068 516 665 (ASX:AGI) Notice of initial substantial shareholder notice (Form 603)
In accordance with section 671B of the Corporations Act 2011 (Cth), please find attached a Form 603 in relation to shares in Ainsworth Game Technology Limited ACN 068 516 665 (ASX:AGI) lodged on behalf of Mr Kjerulf Ainsworth and his associates.
Yours faithfully
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Grant Hummel Partner HWL Ebsworth Lawyers
Jacob Pfeffer
Senior Associate HWL Ebsworth Lawyers
+61 2 9334 8681 [email protected]
+61 2 9334 8543 [email protected]
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DOC ID 1309793233/V1
Docusign Envelope ID: 81877983-C69C-4307-8D96-06FBD4CBFAB1
603 Page 1 of 2 15 July 2001
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme AINSWORTH GAME TECHNOLOGY LIMITED ACN/ARSN 068 516 665
1. Details of substantial holder (1)
MR KJERULF DAVID HASTINGS AINSWORTH(KDHA) Name ENTITIES LISTED IN ANNEXURE A AS ASSOCIATES OF KDHA ACN/ARSN (if applicable) N/A
The holder became a substantial holder on 05 / 05 / 2025
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) |
|---|---|---|---|
ORDINARY FULLY PAID |
39,744,100 |
39,744,100 |
11.80% |
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 |
|---|---|---|
REFER TO ANNEXURE A |
||
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 |
|---|---|---|---|
REFER TO ANNEXURE B |
|||
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 | |||
REFER TO ANNEXURE C |
||||
Docusign Envelope ID: 81877983-C69C-4307-8D96-06FBD4CBFAB1
603 Page 2 of 2 15 July 2001
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 |
|---|---|
SEE ANNEXURE B |
|
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
SEE ANNEXURE D |
|
Signature
| print name sign here |
MR KJERULF AINSWORTHcapacity INDIVIDUAL |
|---|---|
date07/05/2025 |
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.
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(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
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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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(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) 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.
Docusign Envelope ID: 81877983-C69C-4307-8D96-06FBD4CBFAB1
AINSWORTH GAME TECHNOLOGY LIMITED
ANNEXURE A
| ANNEXURE A | ||
|---|---|---|
| HOLDER OF RELEVANT INTEREST | NATURE OF RELEVANT INTEREST | CLASS AND NUMBER OF SECURITIES |
| KJERULF DAVID HASTINGS AINSWORTH (KDHA) | KDHA is the registered holder of 14,640,000 ordinary shares in AGI and has the power to exercise, or control the exercise of, rights to vote attached to securities held by each other registered holder noted in this Form 603. The parties have agreed on 5 May 2025 to act in concert in relation to the scheme of arrangement announced byAGI on 28 April 2025. |
Fully paid ordinary shares 39,744,100 |
This is Annexure "A" as mentioned in Form 603 Notice of initial substantial shareholder
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Kjerulf Ainsworth
Date 07 May 2025 | 15:02 AEST
DOC ID 1309411363/V2
Docusign Envelope ID: 81877983-C69C-4307-8D96-06FBD4CBFAB1
ANNEXURE B
| ANNEXURE B | |||
|---|---|---|---|
| HOLDER OF RELEVANT INTEREST | REGISTERED HOLDER OF SECURITIES | PERSON ENTITLED TO BE REGISTERED HOLDER |
CLASS AND NUMBER OF SECURITIES |
| KJERULF DAVID HASTINGS AINSWORTH | VOTRAINT NO 1019 PTY LIMITED | VOTRAINT NO 1019 PTY LIMITED |
Fully paid ordinary shares 16,800,000 |
| KJERULF DAVID HASTINGS AINSWORTH | CJHA PTY LIMITED | CJHA PTY LIMITED | Fully paid ordinary shares 7,533,450 |
| KJERULF DAVID HASTINGS AINSWORTH | KJERULF DAVID HASTINGS AINSWORTH | KJERULF DAVID HASTINGS AINSWORTH |
Fully paid ordinary shares 14,640,000 |
| KJERULF DAVID HASTINGS AINSWORTH | ESTATE OF CHRISTIAN JOHN HASTINGS AINSWORTH |
ESTATE OF CHRISTIAN JOHN HASTINGS AINSWORTH |
Fully paid ordinary shares 770,650 |
This is Annexure "B" as mentioned in Form 603 Notice of initial substantial shareholder
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Kjerulf Ainsworth
Date 07 May 2025 | 15:02 AEST
DOC ID 1309411363/V2
Docusign Envelope ID: 81877983-C69C-4307-8D96-06FBD4CBFAB1
ANNEXURE C
| ANNEXURE C | ||||
|---|---|---|---|---|
| HOLDER OF RELEVANT INTEREST | DATE OF ACQUISITION | CONSIDERATION | CLASS AND NUMBER OF SECURITIES |
|
| CASH | NON-CASH | |||
| KJERULF DAVID HASTINGS AINSWORTH |
2 May 2025 | $4,960,500 | Fully paid ordinary shares | |
| KJERULF DAVID HASTINGS AINSWORTH |
5 May 2025 | $3,460,648.79 | Fully paid ordinary shares |
This is Annexure "C" as mentioned in Form 603 Notice of initial substantial shareholder
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Kjerulf Ainsworth
07 May 2025 | 15:02 AEST Date
DOC ID 1309411363/V2
Docusign Envelope ID: 81877983-C69C-4307-8D96-06FBD4CBFAB1
ANNEXURE D
| ANNEXURE D | |
|---|---|
| NAME | ADDRESS |
| KJERULF DAVID HASTINGS AINSWORTH | OTTO & PARTNERS PTY LTD G 1 EUGARIE STREET NOOSA HEADSQLD 4567 |
| VOTRAINT NO 1019 PTY LIMITED | OTTO & PARTNERS PTY LTD G 1 EUGARIE STREET NOOSA HEADSQLD 4567 |
| CJHA PTY LIMITED | OTTO & PARTNERS PTY LTD G 1 EUGARIE STREET NOOSA HEADSQLD 4567 |
| ESTATE OF CHRISTIAN JOHN HASTINGS AINSWORTH |
OTTO & PARTNERS PTY LTD G 1 EUGARIE STREET NOOSA HEADS QLD 4567 COPY TO: MR DANIEL CREEVEY OF CREEVEY HORRELL LAWYERS, EXECUTOR OF THE ESTATE OF CHRISTIAN JOHN HASTINGS AINSWORTH, 14/ 10 EAGLE STREET BRISBANEQLD 4000 |
This is Annexure "D" as mentioned in Form 603 Notice of initial substantial shareholder
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Kjerulf Ainsworth
07 May 2025 | 15:02 AEST Date
DOC ID 1309411363/V2