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ARTRYA LIMITED — Major Shareholding Notification 2021
Nov 25, 2021
64483_rns_2021-11-25_2bbeb144-0db8-41c6-918e-197e0fea03c9.pdf
Major Shareholding Notification
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ASX ANNOUNCEMENT
26 November 2021
NOTICE OF INITIAL SUBSTANTIAL HOLDER - ARTRYA LIMITED
Enclosed with this announcement is an ASIC Form 603 (Notice of initial substantial holder) from Artrya Limited (ASX:AYA) (the Company ). The enclosed ASIC Form 603 (Notice of initial substantial holder) provides that the Company holds a relevant interest in 47,020,822 fully paid ordinary shares in itself ( Shares ). This technical relevant interest arises under section 608(1)(c) of the Corporations Act 2001 (Cth) because the Company is taken to be able to control the disposal of 47,020,822 of the Shares owned by shareholders who have entered into voluntary and ASX escrow deeds with the Company and those shareholders that have received Appendix 9C restriction notices from the Company.
This announcement was approved by the Company’s Managing Director, John Barrington AM, on behalf of the Artrya Board.
For further information please contact:
Investor Enquiries: Media Enquiries: John Barrington Felicity Heath Artrya Limited Daymark 0419 850 502 0457 196 603 [email protected] [email protected]
Artrya Limited ABN 53 624 005 741 Suite 14A Level 3 88 Broadway Crawley WA 6009 Australia www.artrya.com
ASIC Form 603 Page 1/2 15 July 2001
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme
Artrya Limited ( AYA )
ACN/ARSN ACN 624 005 741
1. Details of substantial holder (1)
Name Artrya Limited and its subsidiaries at the date of this notice (as set out in Paragraph 6)( Artrya Group ) ACN/ARSN (if applicable) ACN 624 005 741
The holder became a substantial holder on
24 / 11/ 2021
2. Details of voting power
The total number of votes attached to all the voting shares in the company or voting interest 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 (Shares) | 47,020,822 Shares | 47,020,822 | 60.1% (based on 78,247,590 Shares on issue) |
3. Details of relevant interests
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
|---|---|---|
| Artrya Group | Voluntary Escrow Artrya Limited has entered into voluntary escrow deeds (see Annexure A) with respect to fully paid ordinary shares held by certain existing shareholders which restrict disposal of shares as disclosed in the prospectus lodged by Artrya Limited with ASIC on 15 October 2021 and supplemented by the and the supplementary prospectus issued by Artrya and lodged with ASIC on 10 November 2021 and which gives Artrya Limited a technical relevant interest under s608(1)(c) of the Corporations Act 2001 (Cth) (Act). However the escrow deeds do not restrict the exercise of voting rights attaching to the escrowed securities. ASIC has granted relief modifying section 609 of the Act by removing the relevant interest created under the escrow deeds from the operation of Ch 6 of the Act. However, under the customary ASIC relief, securities subject to escrow arrangements are included for substantial holding disclosure purposes. Relevant interest under section 608(1) of the_Corporations Act 2001_(Cth) (Corporations Act). An additional 466,136 shares are subject to voluntary escrow to that provided in Artrya’s pre-quotation disclosure letter released to ASX on 24 November 2021. ASX Mandatory Escrow Pursuant to ASX admission requirements, Artrya Limited has given Appendix 9C notices to certain existing shareholders (see Annexure B) and entered into Appendix 9A agreements (Annexure C) which restrict disposal of shares as disclosed in the prospectus lodged by lodged by Artrya Limited with ASIC on 15 October 2021 and supplemented by the and the supplementary prospectus issued by Artrya and lodged with ASIC on 10 November 2021 and which gives Artryal Limited a technical relevant interest under s608(1)(c) of the Act. ASIC has granted class relief modifying section 609 of the Act by removing the relevant interest created under ASX mandatory restrictions from the operation of Ch 6 of the Act. However, under the ASIC Class Order [CO 13/520], securities subject to ASX mandatory escrow arrangements areincludedforsubstantial holding disclosure purposes. |
25,634,257 Shares 21,386,565 Shares |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| 4. Details of present registered holders The persons registered as holders of the securities referred to in paragraph 3 above are as follows: |
4. Details of present registered holders The persons registered as holders of the securities referred to in paragraph 3 above are as follows: |
4. Details of present registered holders The persons registered as holders of the securities referred to in paragraph 3 above are as follows: |
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 (Shares) |
| Voluntary Escrow | |||
| Artrya Group - see Annexure A | ABALAY SUPER PTY LTDSUPERFUND> | ABALAY SUPER PTY LTDSUPERFUND> | 148,148 |
| Artrya Group - see Annexure A | ABALAY SUPER PTY LTDA/C> | ABALAY SUPER PTY LTDA/C> | 546,297 |
| Artrya Group - see Annexure A | ALEX & OSCAR INVESTMENTS PTY LTD | ALEX & OSCAR INVESTMENTS PTY LTD | 6,852 |
| Artrya Group - see Annexure A | MR BRUCE A ANDERSON 03-16-2011 A/C> |
MR BRUCE A ANDERSON 03-16-2011 A/C> |
324,074 |
| Artrya Group - see Annexure A | ANTHONY GERARD GRAY HOLDINGS PTY LTD | ANTHONY GERARD GRAY HOLDINGS PTY LTD | 27,407 |
| Artrya Group-seeAnnexureA | ANDREW MALCOLM ATKINS | ANDREW MALCOLM ATKINS | 5,481 |
| Artrya Group - see Annexure A | AVY NOMINEES PTY LTD |
AVY NOMINEES PTY LTD |
1,000,000 |
| Artrya Group-seeAnnexureA | PAUL MATTHEWSULLIVAN BAILEY | PAUL MATTHEWSULLIVAN BAILEY | 500,000 |
| Artrya Group-seeAnnexureA | JOHN BARRINGTON | JOHN BARRINGTON | 222,965 |
| Artrya Group - see Annexure A | MR SCOTT BARROW | MR SCOTT BARROW | 10,963 |
| Artrya Group - see Annexure A | AMIRREZA BARZEGARI & MS SIMONE BARZEGARI |
AMIRREZA BARZEGARI & MS SIMONE BARZEGARI |
435,185 |
| Artrya Group - see Annexure A | JAMIE ROBERT BEADSWORTH | JAMIE ROBERT BEADSWORTH | 125,000 |
| Artrya Group - see Annexure A | LEAH MICHELLE BEADSWORTH | LEAH MICHELLE BEADSWORTH | 125,000 |
| Artrya Group-seeAnnexureA | BEAN PARTNERS (AUSTRALIA)PTY LTD | BEAN PARTNERS (AUSTRALIA)PTY LTD | 375,000 |
| Artrya Group - see Annexure A | MR ALEXANDER BEARD & MRSPASCALE MARIE BEARD |
MR ALEXANDER BEARD & MRSPASCALE MARIE BEARD |
13,704 |
| Artrya Group - see Annexure A | BLACKCAT HOLDINGS PTY LTD | BLACKCAT HOLDINGS PTY LTD | 13,704 |
| Artrya Group - see Annexure A | BNG FAMILY PTY LTD |
BNG FAMILY PTY LTD |
41,111 |
| Artrya Group - see Annexure A | BODHI INVESTMENT LIMITED | BODHI INVESTMENT LIMITED | 164,445 |
| Artrya Group - see Annexure A | BRENT AND MICHELLE SUPERANNUATION FUND PTY LT |
BRENT AND MICHELLE SUPERANNUATION FUND PTY LT |
37,037 |
| Artrya Group - see Annexure A | MR PAUL NICHOLAS BRIDGEFORD & | MR PAUL NICHOLAS BRIDGEFORD & | 27,407 |
| Artrya Group - see Annexure A | MR BRADLEY ROSS BROWN | MR BRADLEY ROSS BROWN | 125,000 |
| Artrya Group - see Annexure A | MR HUGH JOHN CAMERON & MRSHEATHER MARGARETCAMERON |
MR HUGH JOHN CAMERON & MRSHEATHER MARGARETCAMERON |
82,222 |
| Artrya Group - see Annexure A | CARR FAMILY PTY LIMITED |
CARR FAMILY PTY LIMITED |
10,963 |
| Artrya Group - see Annexure A | MR LINDSAY ALLAN CARY | MR LINDSAY ALLAN CARY | 125,000 |
| Artrya Group - see Annexure A | CHRYSO INVESTMENTS PTY LTD | CHRYSO INVESTMENTS PTY LTD | 37,038 |
| Artrya Group - see Annexure A | CLAPSY PTY LTD |
CLAPSY PTY LTD |
13,704 |
| Artrya Group - see Annexure A | MR IAN COBBLE & MRS CHERYLCOBBLE |
MR IAN COBBLE & MRS CHERYLCOBBLE |
13,704 |
| Artrya Group - see Annexure A | MR MATTHEW JAMES COOK & MRSKYLIE NUSKE |
MR MATTHEW JAMES COOK & MRSKYLIE NUSKE |
54,815 |
| Artrya Group - see Annexure A | COSCOG PTY LTD |
COSCOG PTY LTD |
82,222 |
| Artrya Group - see Annexure A | CRASSULA OVATA PTY LTD |
CRASSULA OVATA PTY LTD |
74,074 |
| Artrya Group - see Annexure A | CS THIRD NOMINEES PTY LIMITED |
CS THIRD NOMINEES PTY LIMITED |
822,222 |
| Artrya Group - see Annexure A | MR JAMES CUTLER | MR JAMES CUTLER | 6,852 |
| Artrya Group - see Annexure A | CY CAPITAL PTY LTD | CY CAPITAL PTY LTD | 27,407 |
| Artrya Group - see Annexure A | MR PETER DARBY & MRSROBYN DARBY |
MR PETER DARBY & MRSROBYN DARBY |
6,852 |
| Artrya Group - see Annexure A | DAVSAM PTY LTD |
DAVSAM PTY LTD |
77,777 |
| Artrya Group - see Annexure A | DELCANHO INVESTMENTS PTY LTD |
DELCANHO INVESTMENTS PTY LTD |
287,038 |
| Artrya Group - see Annexure A | DELUZO INVESTMENTS PTY LTD |
DELUZO INVESTMENTS PTY LTD |
27,407 |
| Artrya Group- see Annexure A | NADIA DENSTON | NADIA DENSTON | 3,704 |
| Artrya Group - see Annexure A | DERIDA PTY LTD | DERIDA PTY LTD | 27,407 |
| Artrya Group - see Annexure A | MR EDWARD JAMES DOWLING & MRS ANDREA ELIZABETH DOWLING |
MR EDWARD JAMES DOWLING & MRS ANDREA ELIZABETH DOWLING |
13,704 |
|---|---|---|---|
| Artrya Group - see Annexure A | MR DAVID JOHN DOWNIE & MRS SUSAN MARGARET DOWNIE |
MR DAVID JOHN DOWNIE & MRS SUSAN MARGARET DOWNIE |
2,741 |
| Artrya Group - see Annexure A | MRS MELISSA DWYER |
MRS MELISSA DWYER |
109,630 |
| Artrya Group - see Annexure A | THE EDGE MEDIA PTY LTD | THE EDGE MEDIA PTY LTD | 5,481 |
| Artrya Group - see Annexure A | THE ELSIE CAMERON FOUNDATION PTY LTD |
THE ELSIE CAMERON FOUNDATION PTY LTD |
548,148 |
| Artrya Group - see Annexure A | EMERGING EQUITIES PTY LTD |
EMERGING EQUITIES PTY LTD |
14,813 |
| Artrya Group - see Annexure A | EQUACOM CORPORATION PTY LTD | EQUACOM CORPORATION PTY LTD | 27,407 |
| Artrya Group- see Annexure A | MR ANDREW GRAHAM FARRRRANT | MR ANDREW GRAHAM FARRRRANT | 375,000 |
| Artrya Group - see Annexure A | FIFTY-SECOND CELEBRATION | FIFTY-SECOND CELEBRATION | 54,815 |
| Artrya Group - see Annexure A | FORDHOLM CONSULTANTS PTY LTD |
FORDHOLM CONSULTANTS PTY LTD |
137,037 |
| Artrya Group - see Annexure A | MR ROWAN GALBRAITH & MRS ELIZABETH GALBRAITH |
MR ROWAN GALBRAITH & MRS ELIZABETH GALBRAITH |
41,111 |
| Artrya Group-seeAnnexureA | GATFIELD PTY LTD | GATFIELD PTY LTD | 13,704 |
| Artrya Group- see Annexure A | GAZITON PTY LTD | GAZITON PTY LTD | 398,148 |
| Artrya Group - see Annexure A | MS DOROTHY GEORGEFF | MS DOROTHY GEORGEFF | 250,000 |
| Artrya Group - see Annexure A | GOLDCELL INVESTMENTS PTY LTD | GOLDCELL INVESTMENTS PTY LTD | 37,037 |
| Artrya Group - see Annexure A | MRS ANNABELL CORBETT GORDON | MRS ANNABELL CORBETT GORDON | 20,555 |
| Artrya Group - see Annexure A | MR JAMES JOHN GORDON | MR JAMES JOHN GORDON | 13,704 |
| Artrya Group - see Annexure A | GP SECURITIES PTY LTD | GP SECURITIES PTY LTD | 68,519 |
| Artrya Group - see Annexure A | MR MARK DOUGLAS GUBBINS & MRSANNA BRIDGETGUBBINS |
MR MARK DOUGLAS GUBBINS & MRSANNA BRIDGETGUBBINS |
6,852 |
| Artrya Group - see Annexure A | MR ANTONY MCGREGOR RONALD GUNN | MR ANTONY MCGREGOR RONALD GUNN | 5,481 |
| Artrya Group - see Annexure A | MR SIMON HALE | MR SIMON HALE | 6,852 |
| Artrya Group - see Annexure A | HERB SUPER PTY LTD |
HERB SUPER PTY LTD |
3,704 |
| Artrya Group - see Annexure A | MR WARWICK HAMILTON HIGGNBOTHAM |
MR WARWICK HAMILTON HIGGNBOTHAM |
6,852 |
| Artrya Group - see Annexure A | MR TIMOTHY CHARLES HEUZE HOGG &MRSKATHERINE MARGOT HOGG |
MR TIMOTHY CHARLES HEUZE HOGG &MRSKATHERINE MARGOT HOGG |
27,407 |
| Artrya Group - see Annexure A | MR ANTHONY JOHN HOWARTH | MR ANTHONY JOHN HOWARTH | 500,000 |
| Artrya Group - see Annexure A | HSBC CUSTODY NOMINEES (AUSTRALIA)LIMITED |
HSBC CUSTODY NOMINEES (AUSTRALIA)LIMITED |
179,630 |
| Artrya Group - see Annexure A | HUDSON CONWAY INVESTMENTS PTY LTD | HUDSON CONWAY INVESTMENTS PTY LTD | 211,111 |
| Artrya Group- see Annexure A | IAN SANDOVER & ASSOCIATES PTY LTD | IAN SANDOVER & ASSOCIATES PTY LTD | 662,038 |
| Artrya Group - see Annexure A | INCURIOUS PTY LTD |
INCURIOUS PTY LTD |
51,852 |
| Artrya Group - see Annexure A | INNER BEGINNING PTY LTD <SUTHERLANDSHARPESUPER FUND |
INNER BEGINNING PTY LTD <SUTHERLANDSHARPESUPER FUND |
6,852 |
| Artrya Group - see Annexure A | MR MICHAEL IWANIW & MRS OKSANA IWANIW |
MR MICHAEL IWANIW & MRS OKSANA IWANIW |
12,059 |
| Artrya Group - see Annexure A | J BARLOW CONSULTANTS PTY LTD | J BARLOW CONSULTANTS PTY LTD | 5,481 |
| Artrya Group - see Annexure A | J C O'SULLIVAN PTY LTD |
J C O'SULLIVAN PTY LTD |
54,815 |
| Artrya Group - see Annexure A | J C VICKERS-WILLIS PTY LTD |
J C VICKERS-WILLIS PTY LTD |
13,704 |
| Artrya Group - see Annexure A | JEDINA HOLDINGS PTY LTD |
JEDINA HOLDINGS PTY LTD |
324,074 |
| Artrya Group - see Annexure A | MIKE JEFFERIES & J JEFFERIES |
MIKE JEFFERIES & J JEFFERIES |
185,185 |
| Artrya Group - see Annexure A | JOLSON SUPER FUND PTY LTD |
JOLSON SUPER FUND PTY LTD |
35,555 |
| Artrya Group - see Annexure A | KEEBLE NOMINEES PTY LTD |
KEEBLE NOMINEES PTY LTD |
259,259 |
| Artrya Group - see Annexure A | MRS ALEXANDRA LOUISE KELSO & MR MICHAEL KEITH KELSO |
MRS ALEXANDRA LOUISE KELSO & MR MICHAEL KEITH KELSO |
27,407 |
| Artrya Group - see Annexure A | MR MICHAEL KEITH KELSO & MRS ALEXANDRA LOUISE KELSO |
MR MICHAEL KEITH KELSO & MRS ALEXANDRA LOUISE KELSO |
27,407 |
| Artrya Group - see Annexure A | MS ERIKA HENRIETTE KONSTANTOPOULOS |
MS ERIKA HENRIETTE KONSTANTOPOULOS |
742 |
| Artrya Group - see Annexure A | KOREL CORP PTY LTD |
KOREL CORP PTY LTD |
810,186 |
|---|---|---|---|
| Artrya Group - see Annexure A | LACOTT PTY LTD <THECHANEY FAMILYSUPER FUN |
LACOTT PTY LTD <THECHANEY FAMILYSUPER FUN |
1,250,000 |
| Artrya Group - see Annexure A | LASCELLES RIDGE PTY LTD |
LASCELLES RIDGE PTY LTD |
111,111 |
| Artrya Group - see Annexure A | LD FIFTY PTY LTD |
LD FIFTY PTY LTD |
5,481 |
| Artrya Group - see Annexure A | LEBEANER PTY LTD |
LEBEANER PTY LTD |
4,111 |
| Artrya Group - see Annexure A | LEHASH PTY LTD |
LEHASH PTY LTD |
20,555 |
| Artrya Group- see Annexure A | MR PETER ROBERT LEMON | MR PETER ROBERT LEMON | 10,963 |
| Artrya Group - see Annexure A | MR BENJAMIN RICHARD LISLE & MS GINASARASA LISLE |
MR BENJAMIN RICHARD LISLE & MS GINASARASA LISLE |
912,038 |
| Artrya Group - see Annexure A | MAINPART HOLDINGS PTY LTD | MAINPART HOLDINGS PTY LTD | 370,370 |
| Artrya Group - see Annexure A | MR DAMIAN FRANCIS MARCON & MS JANICE BARBARA MARCON |
MR DAMIAN FRANCIS MARCON & MS JANICE BARBARA MARCON |
22,222 |
| Artrya Group - see Annexure A | MARYBOB PTY LTD |
MARYBOB PTY LTD |
41,111 |
| Artrya Group-seeAnnexureA | MRCALUM MCBAIN | MRCALUM MCBAIN | 5,481 |
| Artrya Group - see Annexure A | MR ANDREW MCMILLAN & MRS SALLY MCMILLAN FUND A/C> |
MR ANDREW MCMILLAN & MRS SALLY MCMILLAN |
27,407 |
| Artrya Group - see Annexure A | MERRIWEE PTY LTD |
MERRIWEE PTY LTD |
82,222 |
| Artrya Group - see Annexure A | MID MANHATTAN PTY LTD |
MID MANHATTAN PTY LTD |
126,666 |
| Artrya Group - see Annexure A | MONTROSE INVESTMENTS (WA) PTY LTD |
MONTROSE INVESTMENTS (WA) PTY LTD |
575,926 |
| Artrya Group - see Annexure A | MRKAT PTY LTD |
MRKAT PTY LTD |
10,963 |
| Artrya Group - see Annexure A | MSR NOMINEES PTY LIMITED | MSR NOMINEES PTY LIMITED | 41,111 |
| Artrya Group - see Annexure A | MURROON PTY LTD |
MURROON PTY LTD |
47,963 |
| Artrya Group - see Annexure A | MR PAUL ERNEST NEILSEN & MS JULIE LOUISE NEILSEN |
MR PAUL ERNEST NEILSEN & MS JULIE LOUISE NEILSEN |
685,186 |
| Artrya Group - see Annexure A | NG & GI HOLDINGS PTY LTD |
NG & GI HOLDINGS PTY LTD |
13,704 |
| Artrya Group - see Annexure A | MR JEREMY NYMAN & MS JILL NYMAN |
MR JEREMY NYMAN & MS JILL NYMAN |
412,038 |
| Artrya Group - see Annexure A | PAC PARTNERS SECURITIES PTY LTD |
PAC PARTNERS SECURITIES PTY LTD |
12,594 |
| Artrya Group - see Annexure A | PERRY STREET PTY LTD |
PERRY STREET PTY LTD |
20,555 |
| Artrya Group - see Annexure A | P K CAPITAL PTY LTD | P K CAPITAL PTY LTD | 41,111 |
| Artrya Group - see Annexure A | PLAIN FLYING PTY LTD |
PLAIN FLYING PTY LTD |
20,555 |
| Artrya Group - see Annexure A | RESONANT CAPITAL PTY LTD | RESONANT CAPITAL PTY LTD | 13,704 |
| Artrya Group - see Annexure A | MR GREGORY JOHN RICH & MRS JENNIFER LOUISE RICH |
MR GREGORY JOHN RICH & MRS JENNIFER LOUISE RICH |
2,741 |
| Artrya Group - see Annexure A | RICHCAB PTY LTD <DALE MCKENZIESUPER FUND A/C |
RICHCAB PTY LTD <DALE MCKENZIESUPER FUND A/C |
1,696,760 |
| Artrya Group - see Annexure A | MR ADAM JAMES RIDGEWAY | MR ADAM JAMES RIDGEWAY | 111,111 |
| Artrya Group - see Annexure A | ROBINSON HOUSE PTY LTD |
ROBINSON HOUSE PTY LTD |
20,555 |
| Artrya Group - see Annexure A | MS PAULA MARIA ROGERS | MS PAULA MARIA ROGERS | 1,250,000 |
| Artrya Group - see Annexure A | MR EDMUND ROUSE & MRSANGELA ROUSE |
MR EDMUND ROUSE & MRSANGELA ROUSE |
16,296 |
| Artrya Group - see Annexure A | CELINE ROYET | CELINE ROYET | 74,074 |
| Artrya Group - see Annexure A | RUBI HOLDINGS PTY LTD |
RUBI HOLDINGS PTY LTD |
1,080,000 |
| Artrya Group - see Annexure A | SARION PTY LTD |
SARION PTY LTD |
662,038 |
| Artrya Group - see Annexure A | SIX UNDER PTY LTD |
SIX UNDER PTY LTD |
37,038 |
| Artrya Group - see Annexure A | MRS CHRISTINE ANNE SMITH |
MRS CHRISTINE ANNE SMITH |
54,815 |
| Artrya Group - see Annexure A | STANLEY ROGER PTY LTD | STANLEY ROGER PTY LTD | 1,074,074 |
| Artrya Group - see Annexure A | STRATHCONA SUPER PTY LTD | STRATHCONA SUPER PTY LTD | 13,704 |
| Artrya Group - see Annexure A | TAMBOURINEMAN PTY LTD | TAMBOURINEMAN PTY LTD | 61,852 |
|---|---|---|---|
| Artrya Group-seeAnnexureA | TBB NSW PTY LTD | TBB NSW PTY LTD | 68,519 |
| Artrya Group - see Annexure A | TEESDALE INVESTMENT AND MANAGEMENT PTY LTD |
TEESDALE INVESTMENT AND MANAGEMENT PTY LTD |
540,741 |
| Artrya Group-seeAnnexureA | TEMOREX PTY LTD | TEMOREX PTY LTD | 185,185 |
| Artrya Group - see Annexure A | TIGA TRADING PTY LTD | TIGA TRADING PTY LTD | 466,135 |
| Artrya Group - see Annexure A | MR PHILIP TRUEMAN & MRS HEIDI TRUEMAN |
MR PHILIP TRUEMAN & MRS HEIDI TRUEMAN |
13,704 |
| Artrya Group - see Annexure A | MR ROBERT VELLETRI & MRS FRANCINE VELLETRI |
MR ROBERT VELLETRI & MRS FRANCINE VELLETRI |
54,815 |
| Artrya Group - see Annexure A | VERITA HOLDINGS PTY LTD |
VERITA HOLDINGS PTY LTD |
13,704 |
| Artrya Group - see Annexure A | WATERMARK FUNDS MANAGEMENT PTY LTD |
WATERMARK FUNDS MANAGEMENT PTY LTD |
137,037 |
| Artrya Group - see Annexure A | MR THOMAS WEIR & MRS HELEN WEIR |
MR THOMAS WEIR & MRS HELEN WEIR |
6,852 |
| Artrya Group - see Annexure A | YALABA PTY LTD |
YALABA PTY LTD |
824,074 |
| Artrya Group - see Annexure A | MS HEATHER JEAN ZAMPATTI | MS HEATHER JEAN ZAMPATTI | 662,038 |
| ASX Escrow | |||
| Artrya Group - see Annexure B | ABALAY SUPER PTY LTD SUPERFUND> | ABALAY SUPER PTY LTD SUPERFUND> | 79,125 |
| Artrya Group - see Annexure B | ABALAY SUPER PTY LTD A/C> | ABALAY SUPER PTY LTD A/C> | 158,249 |
| Artrya Group - see Annexure B | ALEX & OSCAR INVESTMENTS PTY LTD SUPER FUND A/C> | ALEX & OSCAR INVESTMENTS PTY LTD SUPER FUND A/C> | 3,659 |
| Artrya Group - see Annexure B | AMIRREZA BARZEGARI & MS SIMONE BARZEGARI |
AMIRREZA BARZEGARI & MS SIMONE BARZEGARI |
98,906 |
| Artrya Group - see Annexure B | ANTHONY GERARD GRAY HOLDINGS PTY LTD |
ANTHONY GERARD GRAY HOLDINGS PTY LTD |
14,638 |
| Artrya Group - see Annexure B | BIT INVESTMENTS PTY LTD A/C> | BIT INVESTMENTS PTY LTD A/C> | 3,660 |
| Artrya Group- see Annexure B | BLACKCAT HOLDINGSPTY LTD | BLACKCAT HOLDINGSPTY LTD | 7,319 |
| Artrya Group - see Annexure B | BNGFAMILY PTY LTD | BNGFAMILY PTY LTD | 21,957 |
| Artrya Group - see Annexure B | BODHI INVESTMENT LIMITED | BODHI INVESTMENT LIMITED | 87,828 |
| Artrya Group - see Annexure B | BRENT AND MICHELLE SUPERANNUATION FUND PTY LTD |
BRENT AND MICHELLE SUPERANNUATION FUND PTY LTD |
19,781 |
| Artrya Group - see Annexure B | CARR FAMILY PTY LIMITED | CARR FAMILY PTY LIMITED | 5,855 |
| Artrya Group - see Annexure B | CELINE ROYET | CELINE ROYET | 39,563 |
| Artrya Group - see Annexure B | CHRYSOINVESTMENTSPTY LTD | CHRYSOINVESTMENTSPTY LTD | 19,781 |
| Artrya Group - see Annexure B | CITICORP NOMINEES PTY LTD DMP AST MGT AC> | CITICORP NOMINEES PTY LTD DMP AST MGT AC> | 43,519 |
| Artrya Group - see Annexure B | CLAPSY PTY LTD | CLAPSY PTY LTD | 7,319 |
| Artrya Group - see Annexure B | COSCOGPTY LTD | COSCOGPTY LTD | 43,914 |
| Artrya Group - see Annexure B | CRASSULAOVATA PTY LTD | CRASSULAOVATA PTY LTD | 39,563 |
| Artrya Group - see Annexure B | CS THIRD NOMINEES PTY LIMITED NOM AULTD 13A/C> | CS THIRD NOMINEES PTY LIMITED NOM AULTD 13A/C> | 439,142 |
| Artrya Group - see Annexure B | CYCAPITAL PTY LTD | CYCAPITAL PTY LTD | 14,638 |
| Artrya Group - see Annexure B | DAVSAM PTY LTD FUND A/C> | DAVSAM PTY LTD FUND A/C> | 41,540 |
| Artrya Group - see Annexure B | DELCANHO INVESTMENTS PTY LTD DELCANHOFAMILY A/C> | DELCANHO INVESTMENTS PTY LTD DELCANHOFAMILY A/C> | 19,781 |
| Artrya Group - see Annexure B | DELUZO INVESTMENTS PTY LTD FAMILY A/C> | DELUZO INVESTMENTS PTY LTD FAMILY A/C> | 14,638 |
| Artrya Group - see Annexure B | DEMPSEY CAPITAL PTY LTD FUND A/C> | DEMPSEY CAPITAL PTY LTD FUND A/C> | 439,142 |
| Artrya Group-seeAnnexureB | DERIDA PTY LTD | DERIDA PTY LTD | 14,638 |
| Artrya Group - see Annexure B | EMERGING EQUITIES PTY LTD EQUITIESA/C> | EMERGING EQUITIES PTY LTD EQUITIESA/C> | 7,912 |
| Artrya Group - see Annexure B | EQUACOM CORPORATION PTY LTD PENSION FUND A/C> | EQUACOM CORPORATION PTY LTD PENSION FUND A/C> | 14,638 |
| Artrya Group - see Annexure B | FIFTY-SECOND CELEBRATION PTY LTD |
FIFTY-SECOND CELEBRATION PTY LTD |
29,276 |
| Artrya Group - see Annexure B | FORDHOLM CONSULTANTS PTY LTD BOEHMESUPER FUND A/C> | FORDHOLM CONSULTANTS PTY LTD BOEHMESUPER FUND A/C> | 73,190 |
| Artrya Group - see Annexure B | GATFIELD PTY LTD | GATFIELD PTY LTD A/C> |
7,319 |
|---|---|---|---|
| Artrya Group-seeAnnexureB | GAZITON PTY LTD | GAZITON PTY LTD | 79,125 |
| Artrya Group - see Annexure B | GOLDCELL INVESTMENTS PTY LTD SUPER FUND A/C> | GOLDCELL INVESTMENTS PTY LTD SUPER FUND A/C> | 197,81 |
| Artrya Group-seeAnnexureB | GPSECURITIESPTY LTD | GPSECURITIESPTY LTD | 36,595 |
| Artrya Group - see Annexure B | HERB SUPER PTY LTD FUND A/C> | HERB SUPER PTY LTD FUND A/C> | 7,319 |
| Artrya Group - see Annexure B | HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED |
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED |
95,938 |
| Artrya Group- see Annexure B | HUDSONCONWAY INVESTMENTSPTY LTD | HUDSONCONWAY INVESTMENTSPTY LTD | 112,752 |
| Artrya Group - see Annexure B | IAN SANDOVER & ASSOCIATES PTY LTD |
IAN SANDOVER & ASSOCIATES PTY LTD |
19,781 |
| Artrya Group - see Annexure B | INCURIOUS PTY LTD FUND A/C> | INCURIOUS PTY LTD FUND A/C> | 27,693 |
| Artrya Group - see Annexure B | INNER BEGINNING PTY LTD SHARPESUPER FUND A/C> | INNER BEGINNING PTY LTD SHARPESUPER FUND A/C> | 3,659 |
| Artrya Group-seeAnnexureB | JBARLOWCONSULTANTSPTY LTD | JBARLOWCONSULTANTSPTY LTD | 2,928 |
| Artrya Group - see Annexure B | J C O'SULLIVAN PTY LTD S/F A/C> | J C O'SULLIVAN PTY LTD S/F A/C> | 29,276 |
| Artrya Group - see Annexure B | J C VICKERS-WILLIS PTY LTD WILLISFAM A/C> | J C VICKERS-WILLIS PTY LTD WILLISFAM A/C> | 7,319 |
| Artrya Group - see Annexure B | JEDINA HOLDINGS PTY LTD SUPER FUND IH A/C> | JEDINA HOLDINGS PTY LTD SUPER FUND IH A/C> | 39,563 |
| Artrya Group - see Annexure B | JOLSON SUPER FUND PTY LTD SUPERANNUATION FUND> | JOLSON SUPER FUND PTY LTD SUPERANNUATION FUND> | 18,990 |
| Artrya Group - see Annexure B | KOREL CORP PTY LTD FUND A/C> | KOREL CORP PTY LTD FUND A/C> | 98,906 |
| Artrya Group - see Annexure B | LASCELLES RIDGE PTY LTD SUPERANNUATION FUND> | LASCELLES RIDGE PTY LTD SUPERANNUATION FUND> | 59,344 |
| Artrya Group-seeAnnexureB | LD FIFTY PTY LTD | LD FIFTY PTY LTD | 2,928 |
| Artrya Group-seeAnnexureB | LEBEANER PTY LTD | LEBEANER PTY LTD | 2,196 |
| Artrya Group-seeAnnexureB | LEHASH PTY LTD | LEHASH PTY LTD | 10,979 |
| Artrya Group - see Annexure B | MACNEE HOLDINGS PTY LTD EXTENDED FAMILIESA/C> | MACNEE HOLDINGS PTY LTD EXTENDED FAMILIESA/C> | 8,704 |
| Artrya Group-seeAnnexureB | MAINPART HOLDINGSPTY LTD | MAINPART HOLDINGSPTY LTD | 197,812 |
| Artrya Group - see Annexure B | MAINSTREAM FUND SERVICES PTY LTD AUSTRALIANSMALLCOA/C> | MAINSTREAM FUND SERVICES PTY LTD AUSTRALIANSMALLCOA/C> | 43,519 |
| Artrya Group-seeAnnexureB | MARYBOB PTY LTD | MARYBOB PTY LTD | 21,957 |
| Artrya Group - see Annexure B | MERRIWEE PTY LTD A/C> | MERRIWEE PTY LTD A/C> | 43,914 |
| Artrya Group - see Annexure B | MID MANHATTAN PTY LTD MANHATTANS/F A/C> | MID MANHATTAN PTY LTD MANHATTANS/F A/C> | 67,651 |
| Artrya Group - see Annexure B | MIKE JEFFERIES & J JEFFERIES JEFFERIES SUPER FUND A/C> | MIKE JEFFERIES & J JEFFERIES JEFFERIES SUPER FUND A/C> | 98,906 |
| Artrya Group - see Annexure B | MONTROSE INVESTMENTS (WA) PTY LTD |
MONTROSE INVESTMENTS (WA) PTY LTD |
174,074 |
| Artrya Group - see Annexure B | MR ALEXANDER BEARD & MRS PASCALE MARIE BEARD |
MR ALEXANDER BEARD & MRS PASCALE MARIE BEARD |
7,319 |
| Artrya Group-seeAnnexureB | MR ANDREW MALCOLM ATKINS | MR ANDREW MALCOLM ATKINS | 2,928 |
| Artrya Group - see Annexure B | MR ANDREW MCMILLAN & MRS SALLY MCMILLAN |
MR ANDREW MCMILLAN & MRS SALLY MCMILLAN |
1,4638 |
| Artrya Group-seeAnnexureB | MR ANTONY MCGREGOR RONALDGUNN | MR ANTONY MCGREGOR RONALDGUNN | 2,928 |
| Artrya Group - see Annexure B | MR BENJAMIN RICHARD LISLE & MS GINA SARASA LISLE |
MR BENJAMIN RICHARD LISLE & MS GINA SARASA LISLE |
19,781 |
| Artrya Group - see Annexure B | MR BRUCE A ANDERSON U/A/D03-16-2011 A/C> | MR BRUCE A ANDERSON U/A/D03-16-2011 A/C> | 39,563 |
| Artrya Group-seeAnnexureB | MRCALUM MCBAIN | MRCALUM MCBAIN | 2,928 |
| Artrya Group - see Annexure B | MR DAMIAN FRANCIS MARCON & MS JANICE BARBARA MARCON |
MR DAMIAN FRANCIS MARCON & MS JANICE BARBARA MARCON |
11869 |
| Artrya Group - see Annexure B | MR DAVID JOHN DOWNIE & MRS SUSAN MARGARET DOWNIE |
MR DAVID JOHN DOWNIE & MRS SUSAN MARGARET DOWNIE |
1,464 |
| Artrya Group-seeAnnexureB | MR DEANJONATHAN PRICE | MR DEANJONATHAN PRICE | 2,928 |
| Artrya Group - see Annexure B | MR EDMUND ROUSE & MRS ANGELA ROUSE |
MR EDMUND ROUSE & MRS ANGELA ROUSE |
8,704 |
| Artrya Group - see Annexure B | MR EDWARD JAMES DOWLING & MRS ANDREA ELIZABETH DOWLING |
MR EDWARD JAMES DOWLING & MRS ANDREA ELIZABETH DOWLING |
7,319 |
| Artrya Group - see Annexure B | MR GREGORY JOHN RICH & MRS JENNIFER LOUISE RICH |
MR GREGORY JOHN RICH & MRS JENNIFER LOUISE RICH |
1,464 |
| Artrya Group - see Annexure B | MR HUGH JOHN CAMERON & MRS HEATHER MARGARET CAMERON FUND A/C> |
MR HUGH JOHN CAMERON & MRS HEATHER MARGARET CAMERON FUND A/C> |
43,914 |
| Artrya Group - see Annexure B | MR IANCOBBLE&MRS CHERYLCOBBLE | MR IANCOBBLE&MRS CHERYLCOBBLE | 7,319 |
| Artrya Group-seeAnnexureB | MRJAMES CUTLER | MRJAMES CUTLER | 3,659 |
| Artrya Group-seeAnnexureB | MRJAMES JOHNGORDON | MRJAMES JOHNGORDON | 7,319 |
| Artrya Group - see Annexure B | MR JEREMY NYMAN & MS JILL NYMAN NYMAN FAMILY A/C> | MR JEREMY NYMAN & MS JILL NYMAN NYMAN FAMILY A/C> | 19,781 |
| Artrya Group - see Annexure B | MR JOHN EDGAR FERGUSON & MS JANE FERGUSON SIMPSON FUND A/C> |
MR JOHN EDGAR FERGUSON & MS JANE FERGUSON SIMPSON FUND A/C> |
29,276 |
| Artrya Group- see Annexure B | MR JORDAN MASON | MR JORDAN MASON | 3,659 |
| Artrya Group - see Annexure B | MR MARK DOUGLAS GUBBINS & MRS ANNA BRIDGET GUBBINS FUND A/C> |
MR MARK DOUGLAS GUBBINS & MRS ANNA BRIDGET GUBBINS FUND A/C> |
3,659 |
|---|---|---|---|
| Artrya Group - see Annexure B | MR MATTHEW JAMES COOK & MRS KYLIE NUSKE |
MR MATTHEW JAMES COOK & MRS KYLIE NUSKE |
29,276 |
| Artrya Group - see Annexure B | MR MICHAEL IWANIW & MRS OKSANA IWANIW |
MR MICHAEL IWANIW & MRS OKSANA IWANIW |
6,441 |
| Artrya Group - see Annexure B | MR MICHAEL KEITH KELSO & MRS ALEXANDRA LOUISE KELSO |
MR MICHAEL KEITH KELSO & MRS ALEXANDRA LOUISE KELSO |
14,638 |
| Artrya Group - see Annexure B | MR PAUL ERNEST NEILSEN & MS JULIE LOUISE NEILSEN |
MR PAUL ERNEST NEILSEN & MS JULIE LOUISE NEILSEN |
98,906 |
| Artrya Group - see Annexure B | MR PAUL NICHOLAS BRIDGEFORD & MISS ANNA BRIDGEFORD |
MR PAUL NICHOLAS BRIDGEFORD & MISS ANNA BRIDGEFORD |
14,638 |
| Artrya Group-seeAnnexureB | MR PETER DARBY&MRSROBYN DARBY | MR PETER DARBY&MRSROBYN DARBY | 3,659 |
| Artrya Group-seeAnnexureB | MR PETER ROBERT LEMON | MR PETER ROBERT LEMON | 5,855 |
| Artrya Group - see Annexure B | MR PHILIP TRUEMAN & MRS HEIDI TRUEMAN |
MR PHILIP TRUEMAN & MRS HEIDI TRUEMAN |
7,319 |
| Artrya Group - see Annexure B | MR ROBERT VELLETRI & MRS FRANCINE VELLETRI |
MR ROBERT VELLETRI & MRS FRANCINE VELLETRI |
29,276 |
| Artrya Group - see Annexure B | MR ROWAN GALBRAITH & MRS ELIZABETH GALBRAITH |
MR ROWAN GALBRAITH & MRS ELIZABETH GALBRAITH |
21,957 |
| Artrya Group-seeAnnexureB | MRSCOTT BARROW | MRSCOTT BARROW | 5,855 |
| Artrya Group-seeAnnexureB | MRSIMON HALE | MRSIMON HALE | 3,659 |
| Artrya Group - see Annexure B | MR THOMAS WEIR & MRS HELEN WEIR SUPER FUND A/C> | MR THOMAS WEIR & MRS HELEN WEIR SUPER FUND A/C> | 3,659 |
| Artrya Group - see Annexure B | MR TIMOTHY CHARLES HEUZE HOGG & MRS KATHERINE MARGOT HOGG FUND A/C> |
MR TIMOTHY CHARLES HEUZE HOGG & MRS KATHERINE MARGOT HOGG FUND A/C> |
14,638 |
| Artrya Group - see Annexure B | MR WARWICK HAMILTON HIGGNBOTHAM |
MR WARWICK HAMILTON HIGGNBOTHAM |
3,659 |
| Artrya Group - see Annexure B | MRKAT PTY LTD A/C> | MRKAT PTY LTD A/C> | 5,855 |
| Artrya Group - see Annexure B | MRS ALEXANDRA LOUISE KELSO & MR MICHAEL KEITH KELSO |
MRS ALEXANDRA LOUISE KELSO & MR MICHAEL KEITH KELSO |
14,638 |
| Artrya Group- see Annexure B | MRSANNABELLCORBETTGORDON | MRSANNABELLCORBETTGORDON | 10,979 |
| Artrya Group - see Annexure B | MRS CHRISTINE ANNE SMITH A/C> | MRS CHRISTINE ANNE SMITH A/C> | 29,276 |
| Artrya Group-seeAnnexureB | MRSELIZABETHJESSLITCHFIELD | MRSELIZABETHJESSLITCHFIELD | 1,524 |
| Artrya Group - see Annexure B | MRS MELISSA DWYER A/C> | MRS MELISSA DWYER A/C> | 58,552 |
| Artrya Group-seeAnnexureB | MSHEATHERJEAN ZAMPATTI | MSHEATHERJEAN ZAMPATTI | 19,781 |
| Artrya Group- see Annexure B | MSR NOMINEESPTY LIMITED | MSR NOMINEESPTY LIMITED | 21,957 |
| Artrya Group - see Annexure B | MURROON PTY LTD | MURROON PTY LTD | 25,617 |
| Artrya Group - see Annexure B | NADIA DENSTON | NADIA DENSTON | 1,978 |
| Artrya Group - see Annexure B | NG & GI HOLDINGS PTY LTD INVESTMENT A/C> | NG & GI HOLDINGS PTY LTD INVESTMENT A/C> | 7,319 |
| Artrya Group - see Annexure B | ONE MANAGED INVESTMENT FUNDS LIMITED |
ONE MANAGED INVESTMENT FUNDS LIMITED |
58,552 |
| Artrya Group-seeAnnexureB | P KCAPITAL PTY LTD | P KCAPITAL PTY LTD | 21,957 |
| Artrya Group-seeAnnexureB | PACPARTNERS SECURITIESPTY LTD | PACPARTNERS SECURITIESPTY LTD | 6,726 |
| Artrya Group-seeAnnexureB | PERRYSTREET PTY LTD | PERRYSTREET PTY LTD | 10,979 |
| Artrya Group - see Annexure B | PLAIN FLYING PTY LTD FUND A/C> | PLAIN FLYING PTY LTD FUND A/C> | 10,979 |
| Artrya Group - see Annexure B | RESONANTCAPITAL PTY LTD | RESONANTCAPITAL PTY LTD | 7,319 |
| Artrya Group - see Annexure B | RICHCAB PTY LTD FUND A/C> | RICHCAB PTY LTD FUND A/C> | 13,8468 |
| Artrya Group - see Annexure B | ROBINSON HOUSE PTY LTD FUND A/C> | ROBINSON HOUSE PTY LTD FUND A/C> | 10,979 |
| Artrya Group - see Annexure B | RUBI HOLDINGS PTY LTD A/C> | RUBI HOLDINGS PTY LTD A/C> | 576,818 |
| Artrya Group-seeAnnexureB | SARION PTY LTD | SARION PTY LTD | 19,781 |
| Artrya Group - see Annexure B | SIX UNDER PTY LTD FUND A/C> | SIX UNDER PTY LTD FUND A/C> | 19,781 |
| Artrya Group-seeAnnexureB | STANLEY ROGER PTY LTD | STANLEY ROGER PTY LTD | 39,563 |
| Artrya Group - see Annexure B | STRATHCONA SUPER PTY LTD SUPER FUND A/C> | STRATHCONA SUPER PTY LTD SUPER FUND A/C> | 7,319 |
| Artrya Group-seeAnnexureB | TAMBOURINEMAN PTY LTD | TAMBOURINEMAN PTY LTD | 33,034 |
| Artrya Group-seeAnnexureB | TBB NSW PTY LTD | TBB NSW PTY LTD | 36,595 |
| TEESDALE INVESTMENT AND MANAGEMENT PTY LTD |
TEESDALE INVESTMENT AND MANAGEMENT PTY LTD |
21,759 | |
| Artrya Group - see Annexure B | TEMOREX PTY LTD | TEMOREX PTY LTD | 98,906 |
| Artrya Group-seeAnnexureB | THE EDGE MEDIA PTY LTD | THE EDGE MEDIA PTY LTD | 2,928 |
| Artrya Group - see Annexure B | THE ELSIE CAMERON FOUNDATION PTY LTD |
THE ELSIE CAMERON FOUNDATION PTY LTD |
292,761 |
| Artrya Group-seeAnnexureB | TIGA TRADINGPTY LTD | TIGA TRADINGPTY LTD | 249,011 |
| Artrya Group - see Annexure B | VERITA HOLDINGS PTY LTD FUND A/C> | VERITA HOLDINGS PTY LTD FUND A/C> | 7,319 |
| Artrya Group - see Annexure B | WASHINGTON H SOUL PATTINSON & COMPANY LIMITED |
WASHINGTON H SOUL PATTINSON & COMPANY LIMITED |
109,785 |
| Artrya Group - see Annexure B | WATERMARK FUNDS MANAGEMENT PTY LTD |
WATERMARK FUNDS MANAGEMENT PTY LTD |
73,190 |
|---|---|---|---|
| Artrya Group- see Annexure B | WILBOWGROUP PTY LTD | WILBOWGROUP PTY LTD | 36,595 |
| Artrya Group-seeAnnexureB | YALABA PTY LTD | YALABA PTY LTD | 39,562 |
| Artrya Group-seeAnnexure C | JOHN BARRINGTON | JOHN BARRINGTON | 7,117,945 |
| Artrya Group - see Annexure C | MS ERIKA HENRIETTE KONSTANTOPOULOS |
MS ERIKA HENRIETTE KONSTANTOPOULOS |
6,999,258 |
| Artrya Group - see Annexure C | KEEBLE NOMINEES PTY LTD |
KEEBLE NOMINEES PTY LTD |
854,378 |
| Artrya Group-seeAnnexure C | ADAMJAMESRIDGEWAY | ADAMJAMESRIDGEWAY | 638,889 |
5. Consideration
follows:
| Holder of relevant interest |
Date of acquisition |
Consideration (9) | Class and number of securities |
|---|---|---|---|
| Artrya Group | 23/11/2021 | Nil. Relevant interest acquired pursuant to entry into escrow arrangements described in paragraph 3. |
47,020,822 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 |
|---|---|
| Artrya Medical IP Pty Ltd ACN 651 301 576 |
Subsidiary of Artrya Limited |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address | |||
|---|---|---|---|---|
| Artrya Limited Each shareholder above |
Suite 14A, Level 3, 88 Broadway, Crawley WA 6009 C/- Suite 14A, Level 3, 88 Broadway, Crawley WA 6009 |
Signature
print name Nathan Bartrop capacity Company Secretary
sign here
==> picture [38 x 27] intentionally omitted <==
date 26/11/2021
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) 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.
ASIC form 603 – Annexure A
Annexure “A”
This is Annexure “A” of 14 pages referred to in the Form 603 (Notice of Initial Substantial Holder), signed by me and dated 26 November 2021
==> picture [39 x 27] intentionally omitted <==
Nathan Bartrop
Company Secretary Artrya Limited
==> picture [111 x 47] intentionally omitted <==
Voluntary escrow deed
| Date► | 2021 |
|---|---|
| Between the parties | |
| Company Artrya Limited (ACN 624 005 741) of Suite 14A, Level 3, 88 Broadway, Crawley WA 6009 |
|
| Controller The party identified in Item 3 of Schedule 1 |
|
| Holder The party identified in Item 1 of Schedule 1 |
|
| Background 1 The Company intends to list on ASX and offer Shares in the Company in the Offer made pursuant to the Prospectus. 2 Certain Shares in the Company that the Holder holds or will hold will be held by the Holder as Restricted Shares for the Escrow Period on the terms set out in this deed. |
This deed witnesses as follows:
Voluntary escrow deed
page 1
96042007
==> picture [111 x 47] intentionally omitted <==
1 Definitions and interpretation
1.1 Definitions
The meanings of the terms used in this deed are set out below.
| Term | Meaning |
|---|---|
| Allotment Date | the date Shares are issued pursuant to the Prospectus. |
| ASIC | the Australian Securities and Investments Commission. |
| ASX | ASX Limited (ACN 008 624 691) or the market it operates as the |
| context requires. | |
| ASX Settlement | ASX Settlement Pty Ltd (ABN 49 008 504 532). |
| Business Day | a day on which banks are open for business in Sydney, other than a |
| Saturday, Sunday or public holiday in Sydney. | |
| Business Hour | 9.00 am to 5.00 pm on any Business Day. |
| Controller Interest | the securities, economic interests or other interests in the Holder or |
| the Restricted Shares in which the Controller (if any) has a direct or | |
| indirect interest and each intermediate entity through which that | |
| interest occurs, as set out in Item 3 of Schedule 1. | |
| Corporations Act | Corporations Act 2001(Cth). |
| Dealing | in respect of any Restricted Share or Controller Interest, means to |
| directly or indirectly: | |
| 1. sell, assign, transfer or otherwise Dispose of, or agree or offer |
|
| to sell, assign, transfer or otherwise Dispose of, that Restricted | |
| Share or Controller Interest or any legal, beneficial or economic | |
| interest in that Restricted Share or Controller Interest; | |
| 2. create, or agree or offer to create, any Security Interest in that |
|
| Restricted Share or Controller Interest or any legal, beneficial or | |
| economic interest in that Restricted Share or Controller Interest; | |
| 3. enter into any option which, if exercised, enables or requires the |
|
| relevant security holder to sell, assign, transfer or otherwise | |
| Dispose of that Restricted Share or Controller Interest; or |
Voluntary escrow deed
page 1
96042007
1 Definitions and interpretation
==> picture [111 x 47] intentionally omitted <==
| Term | Meaning |
|---|---|
| 4. do, or omit to do, any act if the act or omission would have the |
|
| effect of transferring effective ownership or control of that | |
| Restricted Share or Controller Interest or any legal, beneficial or | |
| economic interest in that Restricted Share or Controller Interest, | |
| andDealhas a corresponding meaning. | |
| Dispose | has the meaning given to that term in the Listing Rules. |
| Escrow Period | the period set out in Item 2 of Schedule 1. |
| Governmental Agency | any government (in any jurisdiction, whether federal, state, territorial |
| or local), or representative of a government (including any minister, | |
| department, office, commission, delegate, instrumentality, agency, | |
| board, authority or organisation of any government or in which any | |
| government is interested) or any governmental, semi-governmental, | |
| administrative, fiscal, regulatory, self-regulatory or judicial body, | |
| department, commission, authority, tribunal, agency, competition | |
| authority or entity in Australia. It includes without limitation, ASIC, | |
| any non-government regulatory authority including the ASX and any | |
| other stock exchange. | |
| Holder | the party specified in Item 1 of Schedule 1. |
| Holding Lock | has the meaning in Section 2 of the Settlement Operating Rules. |
| Issuer Sponsored | the part of the Company’s register for shares that is administered by |
| Subregister | the Company (and not ASX Settlement) and records uncertificated |
| holdings of Shares. | |
| Listing Rules | the listing rules of the ASX (or such other financial market on which |
| the Company is listed) and any other rules of the ASX (or such other | |
| financial market as the Company is listed) which are applicable while | |
| the Company is admitted to the official list of the ASX (or such other | |
| financial market on which the Company is listed), each as amended | |
| or replaced from time to time, except to the extent of any express | |
| written waiver by the ASX (or such other financial market on which | |
| the Company is listed). | |
| Offer | the offer of Shares pursuant to the Prospectus. |
| Offer Price | has the meaning given to that term in the Prospectus. |
Voluntary escrow deed
page 2
96042007
1 Definitions and interpretation
==> picture [111 x 47] intentionally omitted <==
| Term | Meaning |
|---|---|
| Prospectus | the prospectus issued by the Company dated on 15 October 2021 |
| and lodged with ASIC on that date. | |
| Restricted Securities | has the meaning given to that term in the Listing Rules. |
| Restricted Shares | 1. all of the Shares in the Company held by the Holder on the |
| Allotment Date, excluding: | |
| a. any Shares acquired by the Holder under the Offer |
|
| (including, for the avoidance of doubt, any Shares acquired | |
| under the Offer and Priority Offer, each as defined in the | |
| Prospectus); and | |
| b. those Shares which are classified by ASX as “Restricted |
|
| Securities”; and | |
| 2. any securities in the Company attaching to or arising out of |
|
| those Shares. | |
| Security Interest | an interest or power: |
| 1. reserved in or over an interest in any securities including, but |
|
| not limited to, any retention of title; | |
| 2. created or otherwise arising in or over any interest in any |
|
| securities under a bill of sale, mortgage, charge, lien, pledge, | |
| trust or power; and | |
| 3. any agreement to grant or create any interest or power referred |
|
| to in paragraphs (1) or (2) of this definition. | |
| Settlement Operating | the operating rules of ASX Settlement. |
| Rules | |
| Share | an ordinary share in the Company. |
| Trading Day | a ‘trading day’ as defined in the Listing Rules. |
| Voluntary Escrow | a voluntary escrow deed entered into in connection with the initial |
| Deed | public offering of Shares in the Company. |
1.2 Interpretation
In this deed (including the recitals) unless the contrary intention appears:
(a) the singular includes the plural and vice versa;
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2 Escrow
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-
(b) a reference to a party includes its successors, personal representatives and transferees;
-
(c) words and expressions defined in the Listing Rules, and not in this deed, have the meanings given to them in the Listing Rules;
-
(d) every warranty or agreement (expressed or implied) in which more than one person is joined, binds them individually and any combination of them as a group;
-
(e) references to "applicable law" include all laws and regulations of jurisdictions applicable to the Company, or its related bodies corporate, as the case may be (including the Corporations Act and any other laws and regulations of a jurisdiction outside Australia), and rules, policies, official directives, orders or requirements of any Governmental Agency, including the Listing Rules, Settlement Operating Rules and the applicable listing requirements of the ASX, except to the extent compliance is modified, waived or exempted in favour of a person in the relevant circumstances; and
-
(f) the schedules form part of this deed.
1.3 Compliance with Listing Rules
For so long as the Company is listed on the official list of the ASX:
-
(a) notwithstanding anything contained in this deed, if the Listing Rules prohibit an act being done, that act must not be done;
-
(b) nothing contained in this deed prevents an act being done that the Listing Rules require to be done;
-
(c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);
-
(d) if the Listing Rules require this deed to contain a provision and it does not contain such a provision, this deed is deemed to contain that provision;
-
(e) if the Listing Rules require this deed not to contain a provision and it contains such a provision, this deed is deemed not to contain that provision; and
-
(f) if any provision of this deed is or becomes inconsistent with the Listing Rules, this deed is deemed not to contain that provision to the extent of the inconsistency.
2 Escrow
2.1 Holder restrictions during Escrow Period
Subject to clause 2.4, the Holder must not Deal in the Restricted Shares during the Escrow Period.
2.2 Controller restrictions during Escrow Period
Subject to clause 2.4, each Controller must not Deal in the Controller Interests during the Escrow Period.
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2.3 Escrow restrictions
The parties acknowledge and agree that:
-
(a) as soon as practicable following the issue or transfer of the Restricted Shares to the Holder or the commencement of trading of the Restricted Shares on the ASX pursuant to the Offer, as applicable, the Restricted Shares will be registered and held for the Holder on the Issuer Sponsored Subregister;
-
(b) the Company will apply a Holding Lock to the Restricted Shares as soon as practicable after registration of the Restricted Shares on the Issuer Sponsored Subregister and the Holder hereby agrees to the application of the Holding Lock;
-
(c) the Company will do all things necessary to ensure that the Holding Lock is released:
-
(1) to the extent necessary to permit disposals of Restricted Shares permitted by this deed; and
-
(2) in full at the conclusion of the Escrow Period, including notifying ASX that the Restricted Shares will be released from the Holding Lock, in accordance with the timing requirements set out in Listing Rule 3.10A; and
-
(d) if any Shares held by the Holder are classified by ASX as “Restricted Securities” and the period of escrow that applies to those Shares in accordance with the Listing Rules expires during the Escrow Period under this deed, those Shares will from that time be treated as Restricted Shares for the duration of the Escrow Period in accordance with this deed.
2.4
Exception
During the Escrow Period, the Holder or a Controller may Deal in any of its Restricted Shares or Controller Interests (as relevant) if the Dealing arises solely as a result of:
-
(a) the acceptance of a bona fide takeover bid made under Chapter 6 of the Corporations Act in respect of the Shares, provided that the holders of at least half of the Shares that are not subject to any Voluntary Escrow Deed nor classified as Restricted Securities, and to which the offers under the bid relate, have accepted the bid; or
-
(b) the transfer or cancellation of the Shares as part of a scheme of arrangement relating to the Company under Part 5.1 of the Corporations Act,
provided, in each case, that, if for any reason any or all Restricted Shares are not transferred or cancelled in accordance with such a takeover bid or scheme of arrangement, then the Holder agrees that the restrictions applying to the Restricted Shares under this deed will continue to apply and without limiting the foregoing, the Holding Lock will be reapplied to all Restricted Shares not so transferred or cancelled;
-
(c) an:
-
(1) equal access share buyback;
-
(2) equal access capital return; or
-
(3) equal access capital reduction,
in each case made in accordance with the Corporations Act; or
- (d) a requirement of applicable law (including an order of a court of competent jurisdiction).
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3 Termination
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2.5 Notice
If the Holder or a Controller becomes aware:
(a) that a Dealing in any Restricted Shares or Controller Interests has occurred, or is likely to occur, during the Escrow Period; or
(b) of any matter which is likely to give rise to a Dealing in any Restricted Shares or Controller Interests during the Escrow Period,
it must notify the Company as soon as practicable after becoming aware of the actual or potential Dealing or the matters giving rise to the actual or potential Dealing, providing full detail.
3 Termination
This deed terminates automatically:
(a) if the Company is not admitted to the official list of the ASX by 31 December 2021 or
-
(b) when the Holding Lock is released in full in respect of all Restricted Shares.
-
4 Warranties and acknowledgment
4.1 Giving of warranties
The Holder and Controllers each give the representations and warranties in clause 4.2 in favour of the Company as at:
-
(a) the date of this deed; and
-
(b) at all times until expiry of the Escrow Period.
4.2 Warranties
Each of the Holder and the Controllers jointly and severally represent and warrant that:
(a) it has full power and authority, without the consent of any other person, to enter into and perform its obligations under this deed (including, if the Holder or Controller have entered into this deed as a trustee ( Trustee ), under the trust deed for the relevant trust ( Trust ));
(b) it has taken all necessary action to authorise the execution, delivery and performance of this deed in accordance with its terms;
(c) this deed constitutes legal, valid and binding obligations and, subject to any necessary stamping and registration, is enforceable in accordance with its terms;
(d) the execution, delivery and performance by it of this deed does not and will not violate, breach or result in a contravention of:
- (1) any applicable law, regulation or authorisation;
(2) its constitution or other constituent documents (or, if the Holder or Controller is a Trustee, the trust deed for the Trust); or
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5 Consequences of breaching this deed
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-
(3) any agreement, undertaking, Security Interest or document which is binding on it;
-
(e) prior to the Escrow Period, it has not done, or omitted to do, any act which would result in it Dealing in Restricted Shares such that it will take effect during the Escrow Period;
-
(f) the Restricted Shares are free from all Security Interests and other third party interests or rights and will remain so during the Escrow Period;
-
(g) there is no person who has, or will have at or immediately following completion of the Offer, any economic or beneficial interest in the equity or Restricted Shares of the Holder other than the Controllers;
-
(h) the Holder holds the Restricted Shares and the Controllers hold the Controller Interests set out in Item 3 of Schedule 1;
-
(i) the Restricted Shares are all the securities, economic interests or other interests that the Holder has directly or indirectly in the Company at the Allotment Date (other than any Restricted Securities and any Shares acquired by the Holder under the Offer);
-
(j) the Controller Interests set out in Item 3 of Schedule 1 are all the securities, economic interests or other interests in the Holder or the Restricted Shares in which each Controller has an interest;
-
(k) if the Holder or Controller is a Trustee, the Trustee is the trustee of the Trust and, to the best of its knowledge and belief, there is no proposal to remove it as trustee of the Trust; and
-
(l) if the Holder or Controller is a Trustee:
-
(1) the Holder or Controller has the right to be fully indemnified out of the assets of the Trust in respect of any liability arising under, or in connection with, this deed and the right has not been modified, released or diminished in any way. The assets of the Trust are sufficient to satisfy that right in full and the Holder or Controller has not released or disposed of its equitable lien over that trust; and
-
(2) the Trust has not been terminated and there is no effective proposal or requirement to wind up, deregister, terminate, reconstitute or resettle the Trust.
4.3 Acknowledgment
Each of the Holder and Controllers acknowledge that a breach of any of the representations and warranties set out in this clause 4 is a breach of this deed.
4.4
Survival of representations and warranties
The representations and warranties in this clause 4 survive termination of this deed.
5 Consequences of breaching this deed
- (a) If the Holder or a Controller breaches this deed (a Defaulting Party ), each of the following applies:
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6 Amendment
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-
(1) the Company may take the steps necessary to enforce the deed, or to rectify the breach, as soon as practicable after becoming aware of the breach; and
-
(2) the Company may, in addition to its other rights and remedies, refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or conversion of any of the Defaulting Party’s Restricted Shares (this is in addition to other rights and remedies of the Company).
-
(b) If the Holder or a Controller breaches this deed, the Holder and Controllers each acknowledge and agree that such a breach could cause substantial commercial and financial detriment to the Company and other third parties.
-
(c) The parties agree that damages would be an insufficient remedy for breach of clause 2.1 or clause 2.2 and each of the Holder and Controllers agree that the Company is entitled to seek and obtain an injunction or specific performance to enforce the Holder and/or Controller’s obligation under clause 2.1 or clause 2.2 without proof of actual damage and without prejudice to any of its other rights or remedies.
6 Amendment
This deed may not be amended without the prior written consent of the parties.
7 General
7.1 Governing law and jurisdiction
-
(a) This deed is governed by the law in force in New South Wales, Australia.
-
(b) Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this deed.
-
(c) Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.
-
(d) Each of the parties irrevocably waives any immunity in respect of its obligations under this deed which that party may acquire from the jurisdiction of any court or any legal process for any reason including, but not limited to, the service of notice, attachment prior to judgment, attachment in aid of execution or execution.
7.2 Counterparts
This deed may be executed in any number of counterparts.
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7 General
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7.3 Further assurances
Each party must do all things and execute all further documents required to give full effect to this deed.
7.4 Notices
A Notice is regarded as given by a party to another party, at the time of delivery of that Notice to the address, or transmission of that Notice by facsimile to the facsimile number, which is specified in the address of that other party, unless in the case of a transmission by facsimile:
-
(a) the machine from which that Notice is transmitted indicates a malfunction in that transmission;
-
(b) that other party gives Notice within the next Business Day, to the firstmentioned party of an incomplete transmission to that other party of the Notice of the first-mentioned party; or
-
(c) that Notice is delivered or transmitted by facsimile, other than during Business Hours, in which case, that Notice is regarded as given by that party at the beginning of the next Business Hour.
7.5
Time of Essence
Time is of the essence to this deed.
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Schedule 1
Details
| Item 1 | 1 Holder 2 Holder address [insert name] of [insert address] Attention: [insert] Email: [insert] |
|---|---|
| Item 2 | Escrow Period the period commencing on the Allotment Date and ending on the date that is 12 months after admission of the Company to the official list of the ASX and quotation of the Company’s Shares on the ASX. |
| Item 3 | Controller [insert name] |
| Controller Interests [Controller has an interest in the Holder and the Restricted Shares through [insert]] |
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Signing page
Executed as a deed
Signed sealed and delivered by Artrya Limited by
sign here ► Company Secretary/Director
print name sign here ► Director print name
Holder
Signed sealed and delivered by [insert name of Holder] by
sign here ► sign here ► Company Secretary/Director Director print name print name
[if Holder is a natural person]
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Signing page
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Holder
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----- Start of picture text -----
Signed sealed and delivered by
[insert name of Holder] in the presence of
sign here ► sign here ►
Witness
print name print name
----- End of picture text -----
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Signing page
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==> picture [441 x 327] intentionally omitted <==
----- Start of picture text -----
Controller
Signed sealed and delivered by
[insert name of Controller]
by
sign here ► sign here ►
Company Secretary/Director Director
print name print name
[if Controller is a natural person]
Controller
Signed sealed and delivered by
[insert name of Controller] in the presence of
sign here ► sign here ►
Witness
print name print name
----- End of picture text -----
Voluntary escrow deed page 13
ASIC form 603 – Annexure B
Annexure “B”
This is Annexure “B” of 2 pages referred to in the Form 603 (Notice of Initial Substantial Holder), signed by me and dated 26 November 2021
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Nathan Bartrop
Company Secretary Artrya Limited
Appendix 9C Restriction notice
To: [HOLDER] (“ You ”)
From: Artrya Limited (“ Entity ”)
Subject: Your securities in the Entity described in item 1 of the schedule below
In accordance with the ASX Listing Rules and the Entity’s constitution, you are hereby given
notice that the securities you hold in the Entity described in item 1 of the schedule below have been classified as “restricted securities”.
This means that for the period (“ escrow period ”) specified in item 2 of the schedule below:
-
A. You must not +dispose of, or agree or offer to +dispose of, the restricted securities except as permitted by the listing rules or by ASX in writing.
-
B. The securities will be kept on the Entity’s +issuer sponsored subregister and will have a +holding lock applied to them.
-
C. You will not be entitled to participate in any return of capital on the restricted securities during the escrow period except as permitted by the listing rules or ASX.
-
D. If you breach the restrictions above you will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of the +restricted securities for so long as the breach continues.
These restrictions apply to the securities you hold in the Entity described in item 1 of the schedule below and to any other +securities attaching to or arising out of those securities that are “restricted securities” under the listing rules.
Words and expressions defined in the listing rules of ASX, and not in this notice, have the meanings given to them in the listing rules.
Schedule
References to:
-
‘item 1 of the schedule’ in this Appendix 9C restriction notice means column 1 of the table in this schedule; and
-
‘item 2 of the schedule’ in this Appendix 9C restriction notice means column 2 of the table in this schedule.
1 Restricted Securities Escrow Period
[INSERT] 19 April 2021 to 19 April 2022
[INSERT] 23 April 2021 to 23 April 2022
Dated 26.10.2021
Signed for Artrya Limited by sign here ► print name
sign here ► print name
ASIC form 603 – Annexure C
Annexure “C”
This is Annexure “C” of 4 pages referred to in the Form 603 (Notice of Initial Substantial Holder), signed by me and dated 26 November 2021
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Nathan Bartrop
Company Secretary
Artrya Limited
Appendix 9A Restriction Deed
We, the persons in:
-
Item 1 of the schedule (“entity”);
-
Item 2 of the schedule (“holder”);
-
Item 3 of the schedule (“controller”),
agree as follows.
Introduction
-
A. The entity intends to issue, or has issued, restricted securities to the holder. The holder has agreed to hold the restricted securities as set out in this deed.
-
B. We enter this deed for the purpose of complying with chapter 9 of the listing rules.
-
C. We acknowledge that the entity’s admission or continued admission to the ASX official list is conditional on the provision of this deed.
Agreement
Escrow restrictions
-
During the escrow period, the holder must not:
-
(a) +dispose of, or agree or offer to +dispose of, the restricted securities;
-
(b) create, or agree or offer to create, any security interest in the restricted securities; or
-
(c) do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities,
except as permitted in the listing rules or by ASX in writing and anything done in contravention of this clause is not binding on, and will not be recognised as legally effective by, the entity or ASX.
-
During the escrow period, a controller must not:
-
(a) +dispose of, or agree or offer to +dispose of, the controller interests;
-
(b) create, or agree or offer to create, any security interest in the controller interests; or
-
(c) do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests,
except as permitted in the listing rules or by ASX in writing and anything done in contravention of this clause is not binding on, and will not be recognised as legally effective by, the entity or ASX.
- The holder agrees that the restricted securities are to be kept on the entity’s ~~[{~~ ~~if the securities are in a class that is or is to quoted }~~[+] issuer sponsored subregister and are to have a[+] holding lock applied ~~/ {~~ ~~if the securities are not in a class that is or is to quoted } +certificated subregister and the certificates for the securities are to be held in escrow in accordance with the listing rules]~~ for the duration of the escrow period.
ASX Listing Rules Appendix 9A Restriction Deed 01/12/19
Warranties
-
If item 3 of the schedule is completed, the holder and each[+] controller warrant that:
-
(a) the holder has the[+] controllers set out in item 3 of the schedule with the controller interests identified in item 6 of the schedule;
-
(b) there are no other controllers or controller interests; and
-
(c) the holder and each[+] controller have provided ASX and the entity with all information necessary to properly form an opinion about who is a[+] controller of the holder and who is required to execute this deed.
-
If item 3 of the schedule is not completed or is marked “nil” or “n/a” (or something equivalent), the holder warrants that:
-
(a) if the holder is one or more individuals, they are the legal and beneficial owner of the restricted securities;
-
(b) if the holder is not one or more individuals, the holder has no[+] controller; and
-
(c) the holder has provided ASX and the entity with all information necessary to properly form an opinion that the holder falls within either (a) or (b) above.
-
If item 8 of the schedule is completed, the holder warrants that:
-
(a) full particulars of the security interests which have been created over the restricted securities are set out in item 8;
-
(b) apart from those security interests, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period; and
-
(c) a release of those security interests is attached.
-
If item 8 of the schedule is not completed or is marked “nil” or “n/a” (or something equivalent), the holder warrants that the holder has not created, or agreed to create, any security interests over the restricted securities.
-
If item 9 of the schedule is completed, the holder and each[+] controller warrant that:
-
(a) full particulars of security interests which have been created over the controller interests are set out in item 9;
-
(b) apart from those security interests, the[+] controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period; and
-
(c) a release of the security interests is attached.
-
If item 9 of the schedule is not completed or is marked “nil” or “n/a” (or something equivalent), the holder and each[+] controller warrant that the[+] controller has not created, or agreed to create, any security interests over the controller interests.
-
A breach of any of these warranties is a breach of this deed.
Consequences of breaching this deed
-
If the holder or a[+] controller breach this deed:
-
(a) the holder and each[+] controller must take the steps necessary to rectify the breach;
ASX Listing Rules Appendix 9A Restriction Deed 01/12/19
-
(b) the entity must take the steps necessary to enforce the agreement;
-
(c) the entity must refuse to acknowledge any[+] disposal (including, without limitation, to register any transfer) of any of the[+] restricted securities in breach of this deed; and
-
(d) the holder of the[+] restricted securities will cease to be entitled to any dividends or distributions, or to exercise any voting rights, in respect of the[+] restricted securities for so long as the breach continues.
Amendment
- This deed must not be terminated, changed or waived without ASX’s written consent.
Counterparts
- This deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this deed. Without limiting the foregoing, if the signatures on behalf of one party are on different counterparts, this shall be taken to be, and have the same effect as, signatures on the same counterpart and on a single copy of this deed.
Jurisdiction
- The laws of the State of New South Wales apply to this deed. We submit to the exclusive jurisdiction of the courts of that State.
Definitions and interpretation
In this deed:
ASX means ASX Limited.
controller has the same meaning as in the listing rules.
controller interests means the[+] securities or other rights or interests through which a controller controls, or has a substantial economic interest in, the[+] restricted securities or the holder of the[+] restricted securities, full particulars of which are set out in item 7 of the schedule.
escrow period means the period starting on the date set out in item 4 of the schedule and ending on the date set out in item 5 of the schedule.
listing rules mean the ASX Listing Rules, as in force from time to time.
restricted securities means the[+] securities set out in item 6 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities under the listing rules.
The singular includes the plural and vice versa.
A reference to a party includes its successors, personal representatives and transferees.
Other words and expressions defined in the listing rules, and not in this deed, have the meanings given to them in the listing rules.
Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.
ASX Listing Rules Appendix 9A Restriction Deed 01/12/19
Schedule
-
Entity’s name and address: Artrya Limited (ACN 624 005 741) ( Artrya ) of Suite 14A, Level 3, 88 Broadway, Crawley WA 6009
-
Holder’s name and address:
-
Each[+] controllers’ name and address:
-
Escrow period start date: Official quotation of Artrya shares on the market operated by ASX ( Official Quotation ).
-
Escrow period end date: 24 months from the date of Official Quotation.
-
Particulars of restricted securities:
-
Particulars of controller interests:
-
Particulars of security interests over restricted securities: Nil
-
Particulars of security interests over controller interests: Nil
Dated:
Executed as a deed
Signed sealed and delivered by Artrya Limited by sign here ► Company Secretary/Director print name sign here ► Director print name Holder Signed sealed and delivered by in the presence of sign here ► sign here ► Witness print name print name
ASX Listing Rules Appendix 9A Restriction Deed 01/12/19
Controller
Signed sealed and delivered by
Signed sealed and delivered by in the presence of sign here ► sign here ► Witness print name print name
ASX Listing Rules Appendix 9A Restriction Deed 01/12/19