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AMA GROUP LIMITED — Major Shareholding Notification 2021
Apr 13, 2021
64372_rns_2021-04-13_cfd5c7c5-8599-40f7-8ff2-7128be146063.pdf
Major Shareholding Notification
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603 GUIDE page 1/1 13 March 2000
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme
AMA Group Limited
ACN/ARSN 113 883 560
1. Details of substantial holder (1)
Name Royal Bank of Canada (RBC) and its related bodies corporate listed in Annexure A ACN/ARSN (if applicable)
The holder became a substantial holder on 04/12/2021
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) |
|---|---|---|---|---|---|---|---|---|---|
| ORD | 47,752,963 | 47,752,963 | 6.44% |
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 | |
|---|---|---|---|
| Custodian with power to dispose of | |||
| RBC Investor Services Trust | securities by entering into securities | ORD 47,752,963 | |
| lending arrangements | |||
| Entities controlling the above company | |||
| RBC and its related bodies corporate listed in AnnexureA | are deemed to have the same relevantinterest as that company and other groupentities are associates | ORD 47,752,963 |
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 relevantInterest | Registered holder ofSecurities | Person entitled to beregistered as holder(8) | Class and numberof securities | |
|---|---|---|---|---|
| RBC Investor Services Trust | RBC Investor Services Trust | Various clients in ordinary coursefinancial services business | ORD 47,752,963 |
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 relevantinterest | Date of acquisition | Consideration (9) | Consideration (9) | Class and numberof securities | |
|---|---|---|---|---|---|
| Cash | Non-cash | ||||
| RBC Investor Services Trust | Various | N/A | ORD 47,752,963 | ||
| RBC and its related bodies corporate listed inAnnexure A | Various | N/A | ORD 47,752,963 |
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 RBC and its related bodies corporate listed in Annexure ARelated bodies corporate of the registered holders of securities listed above7. AddressesThe addresses of persons named in this form are as follows: | Name and ACN/ARSN (if applicable) | Name and ACN/ARSN (if applicable) | Name and ACN/ARSN (if applicable) | Nature of association | Nature of association |
|---|---|---|---|---|---|
| RBC a | nd its related bodies co | ||||
| rporate listed in Annexure A | Related bodies corporate of the registered holders of securities listed above | ||||
| ressesf | d i hi f fll | ||||
| esses o persons name | n ts orm are as oows: | ||||
| Nam | e | Address | |||
| RBC Inv | estor Services Trust | 155 Wellington Street West, 10thFloor, Toronto, Ontario, Canada, M5V 3L3 | |||
| RBC and its related bodies corporate listed in Annexure A | it ltd bdi | t litd i A A | S A A | ||
| ee nnexure | |||||
Signature
| print name Josie Caldascapacity | Assistant CompanySecretary |
|---|---|
| sign heredate | April 13, 2021 |
| 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 7 of the form. | |
| f "associate" in section 9 of the Corporations Act 2001. | |
| f "relevant interest" in sections 608 and 671B(7) 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 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
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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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(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, moneys 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.
ANNEXURE A
This is Annexure A of 1 page referred to in Form 603, Notice of Initial Substantial Holder, being the details of relevant interests in the ordinary shares of AMA Group Limited, dated April 14, 2021.
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Josie Caldas Assistant Company Secretary Dated the 14[th] day of April, 2021
| Name | Address | Nature of relevant interest | Date Acquired | Consideration | Number ofordinary shares |
|---|---|---|---|---|---|
| RBC Investor ServicesTrust | 155 Wellington Street West,10thFloor, Toronto, Ontario,Canada, M5V 3L3 | Custodian with power todispose of securities byentering into securitieslending arrangements | Various | N/A | 47,752,963 |
| Royal Bank HoldingInc. | 200 Bay Street, Royal BankPlaza, 12thFloor, SouthTower, Toronto, Ontario,Canada, M5J 2J5 | Controlling entity – holds100% of RBC InvestorServices Trust | Various | N/A | N/A |
| Royal Bank of Canada | 1 Place Ville Marie, Montreal,Quebec, Canada, H3B 3A9 | Controlling entity – holds100% of Royal Bank HoldingInc. (and ultimately, RBCInvestor Services Trust) | Various | N/A | N/A |