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ASSOCIATE GLOBAL PARTNERS LIMITED — Director's Dealing 2018
Aug 23, 2018
64401_rns_2018-08-23_f4a2c25b-9c98-4956-9622-cf8f045e1557.pdf
Director's Dealing
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24 August 2018
The Manager ASX Market Announcements Australian Securities Exchange Limited Melbourne VIC 3000
By e‐Lodgement
Dear Manager,
Appendix 3Y and clarification to Notice of Meeting and Explanatory Statement
Please find attached Appendix 3Y, Change of Director’s Interest Notice, in respect of Martin Switzer.
For completeness, Contango Asset Management Limited (the Company ) has also revised the table set out in section 2.4 of the Explanatory Statement in the Company’s Notice of Meeting dated 14 August 2018 ( Notice ) relating to the meeting to be held on Wednesday, 12 September 2018 to approve the acquisition of Switzer Asset Management Limited. The revised table includes the shares in the Appendix 3Y and is attached as an annexure to this announcement.
The Company regrets that the Appendix 3Y is lodged late due to an administrative oversight at the time the shares were acquired. The Company considers its current arrangements are adequate for ensuring timely and accurate notification. However, as a result of the oversight on this isolated occasion, the Company has reviewed its procedures to ensure that it meets its disclosure obligations. Directors are aware of their obligation to notify the Company Secretary of any changes in securities holdings.
Independent Expert Report
The Company also notes that the Independent Expert Report provided with the Notice refers to “ responsible entity management fees paid to CGA” at Note 2 in paragraph 74. The independent expert, Lonergan Edwards and Associates Limited, agrees that this item is more correctly described as “ administrative and shared services fees paid to CGA ”.
Yours faithfully,
Hari Morfis Company Secretary
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Contango Asset Management Limited
ABN: 56 080 277 998 ASX: CGA Phone: +61 2 9048 7888 Level 6, 10 Spring Street, Sydney NSW, Australia 2000 [email protected] www.contango.com.au
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
Contango Asset Management Limited (the “Company”)
ABN 56 080 277 998
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Martin Francis Switzer |
|---|---|
| Date of last notice | 23 March 2018 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct |
|---|---|
| Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest. | N/A |
| Date of change | 27 March 2018 |
| No. of securities held prior to change | 838,469 |
| Class | Ordinary Shares |
| Number acquired | 53,000 |
| Number disposed | Nil |
| Value/ConsiderationNote: If consideration is non‐cash, provide details and estimatedvaluation | $26,500 |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| No. of securities held after change | 838,469 Ordinary Shares held as follows:20,000 Ordinary Shares held directly byMartin Francis Switzer294,652 Ordinary Shares held indirectly(via controlled entity Barcom HoldingsPty Ltd ACN 613 555 847)576,817 Ordinary Shares held jointly byPeter William Switzer, Maureen ElizabethSwitzer and Martin Francis Switzer ATFSwitzer Family Super Fund |
|---|---|
| Nature of changeExample: on‐market trade, off‐market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy‐back | On‐market purchase |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | As notified by the Company to the ASX on 21 March2018, the Company entered a Share Sale Agreementpursuant to which it will acquire shares in SwitzerAsset Management Limited (ACN 123 611 978) heldby Switzer Financial Group Pty Ltd (ACN 112 294649) (SFG) and the Company will, subject toshareholder approval, issue 6,166,668 OrdinaryShares in the Companyto SFG as consideration. |
|---|---|
| Nature of interest | Martin Switzer has an indirect interest in thecontract as he is a director of the corporate trustee,and a beneficiary of the discretionary trust, thatholds shares in SFG (which will, subject toshareholder approval, be issued the Ordinary Sharesin the Company referred to above on completion ofthe Share Sale Agreement). |
| Name of registered holder(if issued securities) | |
| Date of change | No change - interest in contract notified 23 March2018 |
| No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed | Nil |
| Interest acquired | Nil |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
| I | I | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| I | nterest dispose | d | Nil | |||||||
| Value/ConsideraNote: If consideration | tionis non‐cash, provid | e details | ||||||||
| and an estimated valua | tion | |||||||||
| Interest after change | 6,166,668 Ordinary Shares |
Part 3 –[+] Closed period
| Part 3 –+Closed period | |
|---|---|
| Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required? | No |
| If so, was prior written clearance provided to allow the tradeto proceed during this period? | N/A |
| If prior written clearance was provided, on what date was thisprovided? | N/A |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3
Annexure
| nnexure | nnexure | nnexure | nnexure | nnexure | |
|---|---|---|---|---|---|
| Switzer Financial Group(and any associates)Tao Te(and any associates)Other Shareholdin the Company | ers | ||||
| Number of Contango Shares held as at the dateof this notice and before completion of theSAML Acquisition1,256,583Nil40,651,778 | |||||
| Voting power as at the date of this noticeapproximately 3.0%0%approximately 97.0 % | |||||
| Number of Contango Shares to be issued inconnection with the SAML Acquisition6,166,668999,9990 | |||||
| Number of Contango Shares held immediatelyfollowing completion of the SAML Acquisition7,423,251999,99940,651,778 | |||||
| owing completion of t | he SAML Acquisition | ||||
| Votof t | ing power immediatel | y following completionappr | oximately 15.1%approxim | ately 2.0%approximately 8 | 2.9% |
| h SAML Aiii | |||||
| e cquston | |||||
| ChaimmAcq | 4.1% | ||||
| nge in voting power iediately following co | mmediately before andmpletion of the SAMLincreappr | ase ofoximately 12.1%increaseapproxim | ofately 2.0%decrease ofapproximately 1 | ||
| uisition | |||||
The above table has been prepared:
-
(a) on the basis of the information available to the Company as at the date of this Notice;
-
(b) on the assumption that:
-
(1) there are no other changes to the issued share capital of the Company; and
-
(2) none of the SAML Sellers (or their associates) acquire, or dispose of, Contango shares;
-
between the date of this Notice and the date of completion of the SAML Acquisition, other than the proposed issue of new Contango Shares to the SAML Sellers under the Share Sale Agreement.