ARC FUNDS LIMITED — Major Shareholding Notification 2012

Nov 27, 2012

603 page 1/3

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To: Company TIDEWATER INVESTMENTS LIMITED name/Scheme

ACN/ARSN 52 001 746 710

1. Details of substantial holder (1)

Name PAUL ANTONY YOUNG

ACN (if applicable) -

The holder became a 23 NOVEMBER 2012 substantial holder on

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	Persons’ votes (5)	Voting power (6)
ORDINARY	1,623,082	1,623,082	6.11%

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
CLAPSY PTY. LIMITED SUPER FUND A/C>	BENEFICIAL OWNERS	1,623,082

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
PAUL ANTONY YOUNG	CLAPSY PTY. LIMITED FUND A/C>.	CLAPSY PTY. LIMITED SUPER FUND A/C>	1,623,082 SHARES

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
PAUL ANTONY YOUNG	1 NOVEMBER 2012	$16,317		245,868 SHARES
PAUL ANTONY YOUNG	23 NOVEMBER 2012	$15,000		187,500 SHARES

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN(if applicable)	Nature of association
N/A

tidewater investments limited

603 page 2/3

7. Addresses

The addresses of the person named in this form are as follows:

7. Addresses The addresses of theperson named in this form are as follows:
Name	Address
PAUL ANTONY YOUNG CLAPSY PTY. LIMITED	} GPO BOX 5135, }SYDNEY NSW 2001

Signature

print name PAUL YOUNG

capacity -

sign here date 28/ 11 /2012

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)

• (4)

• See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• 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 arrangements, 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.

Small Business (less than 20 employees), please provide an estimate of the time taken to complete this form

Include

• The time actually spent reading the instructions, working on the question and obtaining the information

• The time spent by all employees in collecting and providing this information hrs mins

tidewater investments limited