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ARCHTIS LIMITED — Major Shareholding Notification 2021
Aug 1, 2021
64413_rns_2021-08-01_0ec3af0d-f3e9-4e6b-a6bf-ef9f9e72b9f3.pdf
Major Shareholding Notification
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604 Page 1 of 3 15 July 2001
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme
ACN/ARSN
archTIS Limited
123 098 671
1. Details of substantial holder (1)
Name Kurt Mueffelmann
ACN/ARSN (if applicable)
N/A
There was a change in the interests of the substantial holder on
substantial holder on 26 / 07 / 21 The previous notice was given to the company on 02 08 2021 / / The previous notice was dated 23 / 12 / 20
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:
| ompany or scheme, are as follows: | ||||
|---|---|---|---|---|
| Class of securities (4) | Previous notice | Present notice | ||
| Person’s votes | Voting power(5) | Person’s votes | Voting power(5) | |
| Fully Paid Ordinary Shares |
13,011,697 | 5.87% | 17,772,859 | 7.62% |
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 |
|---|---|---|---|---|---|
| 26/07/2021 | Kurt Mueffelmann |
Shares issued as deferred consideration for the acquisition of the registered holder's interest in Nucleus Cyber Inc under a Merger Agreement, as announced on 29 October 2020 and as approved by shareholders on 23 December 2020. The securities are subject to disposal |
Deferred consideration for the holders' interest in the issued capital of Nucleus Cyber Inc, following achievement of performance milestones, valued at $1,571,183 based on the deemed issue price of $0.33 per Share. |
4,761,162 Fully Paid Ordinary Shares |
4,761,162 |
604 Page 2 of 3 15 July 2001
restrictions for 12 months from the date of issue.
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 |
|---|---|---|---|---|---|
| Kurt Mueffelmann |
Kurt Mueffelmann |
Kurt Mueffelmann |
Direct holder of Shares issued as consideration under the Merger Agreement announced on 29 October 2020 and approved by shareholders on 23 December 2020. The securities are subject to disposal restrictions for the following periods: (a) 4,864,801 until 24/12/2021; (b) 4,073,448 until 24/06/2022; (c) 4,073,448 until 24/12/2022; and (d) 4,761,162 until 26/07/2022. |
17,772,859 | 7.62% |
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
6. Addresses
The addresses of persons named in this form are as follows:
604 Page 3 of 3 15 July 2001
| Name | Address |
|---|---|
| Kurt Mueffelmann | PO Box 25816, Sarasota FL 34277, United States of America |
Signature
print name Kurt Mueffelmann capacity sign here date / /
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 6 of the form.
-
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
-
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
-
(4) The voting shares of a company constitute one class unless divided into separate classes.
-
(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
-
(6) Include details of:
-
(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
-
(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.
-
(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 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.
-
(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.
603 Page 1 of 3 15 July 2001
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme archTIS Limited ACN/ARSN 123 098 671
1. Details of substantial holder (1)
Name Kurt Mueffelmann ACN/ARSN (if applicable) N/A
The holder became a substantial holder on 23 / 12 / 2020
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 Shares |
13,011,697 | 13,011,697 | 5.87% |
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 |
|---|---|---|
| Kurt Mueffelmann | Shares issued in consideration for the acquisition of the registered holder's interest in Nucleus Cyber Inc under a Merger Agreement, as announced on 29 October 2020 and as approved by shareholders on 23 December 2020. The securities are subject to disposal restrictions for the following periods: 4,864,801 for 12 months from issue; 4,073,448 for 18 months from issue; and 4,073,448 for 24 months from issue. |
13,011,697 Fully Paid Ordinary shares |
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 asholder(8) |
Class and number of securities |
|---|---|---|---|
| Kurt Mueffelmann | Kurt Mueffelmann | Kurt Mueffelmann | 13,011,697 Fully Paid Ordinary Shares |
603 Page 2 of 3 15 July 2001
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 | |||
| Kurt Mueffelmann | 23/12/2020 | In consideration for the relevant interest, the registered holder sold to the Company his interest in the issued capital of Nucleus Cyber Inc, valued at $5,190,396, based on a deemed issue price of $0.3989 per Share. |
13,011,697 Fully Paid Ordinary Shares |
|
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
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Kurt Mueffelmann | PO Box 25816, Sarasota FL 34277, USA |
Signature
| print name sign here |
Kurt Mueffelmann capacity |
|---|---|
| date / / |
|
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
603 Page 3 of 3 15 July 2001
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) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
-
(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.
-
(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 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.