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BLACKWALL LIMITED — Major Shareholding Notification 2024
Oct 16, 2024
64590_rns_2024-10-16_0919bc1b-dcb9-41f7-a393-44cbefd1aba9.pdf
Major Shareholding Notification
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page 1/2 15 July 2001
604
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
WOTSO PROPERTY (stapled entity comprising Ostow Limited (ACN 636 701 267), WOTSO To: Company Name/Scheme Property Trust (ARSN 109 684 773) and Planloc Limited (ACN 062 367 560)) ACN/ARSN As above 1. Details of substantial holder (1) Name BlackWall Limited ACN/ARSN (if applicable) 146 935 131 There was a change in the interests of the 15 / 10 / 24 substantial holder on The previous notice was given to the company on 10 / 04 / 24 The previous notice was dated 10 / 04 / 24
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:
| Class of securities (4) | Previous notice | Present notice | ||
|---|---|---|---|---|
| Person’s votes | Voting power (5) | Person’s votes | Voting power (5) | |
| ORD Securities | 45,805,162 | 28.23% | 40,966,105 | 25.26% |
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 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 |
|---|---|---|---|---|---|
| 21/06/2024 | BlackWall Limited | On-market disposal | $27,000.00 | (30,000) ORD | (30,000) |
| 26/06/2024 | BlackWall Limited | On-market acquisition |
$761.51 | 852 ORD | 852 |
| 27/06/2024 | BlackWall Limited | On-market acquisition |
$26,233.19 | 29,148 ORD | 29,148 |
| 15/10/2024 | BlackWall Limited | Transfer of WOT securities to BlackWall Limited shareholders as a dividend in specie |
$0.00 | (4,839,057) ORD |
(4,839,057) |
4. Present relevant interest
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 |
|---|---|---|---|---|---|
| BlackWall Limited |
Pelorus Private Equity Limited |
Pelorus Private Equity Limited |
BlackWall Limited has a relevant interest in the registered holder |
25,236,105 ORD | 25,236,105 |
| BlackWall Limited |
SAO Investments Pty Ltd |
SAO Investments Pty Ltd |
BlackWall Limited has a relevant interest in the registered holder |
15,730,000 ORD | 15,730,000 |
page 2/2 15 July 2001
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| 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 Not applicable 6.Addresses The addresses of persons named in this form are as follows: |
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| Name and ACN/ARSN (if applicable) | Nature of association | |||
| Not applicable | ||||
| 6.Addresses The addresses of persons named in this form are |
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| Name | Address | |||
| Pelorus Private Equity Limited | Level 1, 50 Yeo Street, Neutral Bay 2089 | |||
| SAO Investments Pty Ltd | Level 1, 50 Yeo Street, Neutral Bay 2089 | |||
| Signature print name David Vlotman capacity Company Secretary sign here date 17-10-2024 DIRECTIONS (1) If there are a number of substantial holders with similar or related relevant issues (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 Act2001. (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act2001. (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 schememultiplied by 100. (6) 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, 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 in unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write “unknown”. (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. |
David Vlotman capacity Company Secretary |
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| date 17-10-2024 |
| 604 page2/2 15 July2001 |
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|---|---|---|---|---|
| 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 Not applicable 6.Addresses The addresses of persons named in this form are as follows: |
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| Name and ACN/ARSN (if applicable) | Nature of association | |||
| Not applicable | ||||
| 6.Addresses The addresses of persons named in this form are |
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| Name | Address | |||
| Pelorus Private Equity Limited | Level 1, 50 Yeo Street, Neutral Bay 2089 | |||
| SAO Investments Pty Ltd | Level 1, 50 Yeo Street, Neutral Bay 2089 | |||
| Signature print name David Vlotman capacity Company Secretary sign here date 17-10-2024 DIRECTIONS (1) If there are a number of substantial holders with similar or related relevant issues (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 Act2001. (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act2001. (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 schememultiplied by 100. (6) 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, 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 in unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write “unknown”. (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. |
David Vlotman capacity Company Secretary |
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| date 17-10-2024 |
page 1/2 15 July 2001
604
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
WOTSO PROPERTY (stapled entity comprising Ostow Limited (ACN 636 701 267), WOTSO To: Company Name/Scheme Property Trust (ARSN 109 684 773) and Planloc Limited (ACN 062 367 560)) ACN/ARSN As above 1. Details of substantial holder (1) Name Joseph Glew
ACN/ARSN (if applicable) There was a change in the interests of the 15 / 10 / 24 substantial holder on The previous notice was given to the company on 21 / 11 / 23 The previous notice was dated 21 / 11 / 23
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:
| Class of securities (4) | Previous notice | Present notice | ||
|---|---|---|---|---|
| Person’s votes | Voting power (5) | Person’s votes | Voting power (5) | |
| ORD Securities | 34,512,656 | 21.24% | 36,854,835 | 22.72% |
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 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 |
|---|---|---|---|---|---|
| See annexure A |
4. Present relevant interest
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 |
|---|---|---|---|---|---|
| See annexure B |
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|---|---|---|---|---|
| 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 Not applicable 6.Addresses The addresses of persons named in this form are as follows: |
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| Name and ACN/ARSN (if applicable) | Nature of association | |||
| Not applicable | ||||
| 6.Addresses The addresses of persons named in this form are |
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| Name | Address | |||
| Joseph Glew and each holder of Relevant Interests |
PO Box 612, Neutral Bay NSW 2089 | |||
| Signature print name Joseph Glew capacity sign here date DIRECTIONS (1) If there are a number of substantial holders with similar or related relevant issues (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 Act2001. (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act2001. (4) The voting shares of a company constitute one class unless divided into separate classes. (5) The person’svotes 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 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, 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 in unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write “unknown”. (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. ���������� |
Joseph Glew capacity |
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| date ���������� |
This is Annexure “A” referred to in Form 604 Notice of Change of Interests of Substantial Holder in WOTSO Property (stapled entity compromising Ostow Limited, WOTSO Property Trust and Planloc Limited) dated 17 October 2024.
Annexure A
| Date of change |
Person whose relevant interest changed |
Nature of change | Consideration given in relation to the change |
Class and number of securities affected (WOT Ord) |
Persons votes affected |
|---|---|---|---|---|---|
| 23/11/2023 | Joseph Glew | On-market acquisition | $4,571.40 | 4,010 ORD | 4,010 |
| 24/11/2023 | Joseph Glew | On-market acquisition | $21.66 | 19 ORD | 19 |
| 27/11/2023 | Joseph Glew | On-market acquisition | $11,666.58 | 9,929 ORD | 9,929 |
| 28/11/2023 | Joseph Glew | On-market acquisition | $16,252.14 | 13,773 ORD | 13,773 |
| 28/11/2023 | Joseph Glew | On-market acquisition | $5,791.44 | 4,908 ORD | 4,908 |
| 22/12/2023 | Joseph Glew | On-market disposal | $120,000.00 | (100,000) ORD | (100,000) |
| 27/12/2023 | Joseph Glew | On-market acquisition | $94,400.00 | 80,000 ORD | 80,000 |
| 27/12/2023 | Joseph Glew | On-market acquisition | $7,547.70 | 6,364 ORD | 6,364 |
| 28/12/2023 | Joseph Glew | On-market acquisition | $52.80 | 44 ORD | 44 |
| 5/1/2024 | Joseph Glew | On-market acquisition | $32.40 | 27 ORD | 27 |
| 8/1/2024 | Joseph Glew | On-market acquisition | $4,278.00 | 3,565 ORD | 3,565 |
| 16/1/2024 | Joseph Glew | On-market acquisition | $17,550.00 | 15,000 ORD | 15,000 |
| 16/1/2024 | Joseph Glew | On-market acquisition | $11,772.86 | 9,977 ORD | 9,977 |
| 17/1/2024 | Joseph Glew | On-market acquisition | $2.36 | 2 ORD | 2 |
| 18/1/2024 | Joseph Glew | On-market acquisition | $24.78 | 21 ORD | 21 |
| 4/3/2024 | Joseph Glew | On-market acquisition | $6,000.00 | 5,000 ORD | 5,000 |
| 2/4/2024 | Joseph Glew | Off-market acquisition | $29,500.00 | 25,000 ORD | 25,000 |
| 8/4/2024 | Joseph Glew | Receipt of WOT securities from BlackWall Limited as a dividend in specie |
$0.00 | 825,307 ORD | 825,307 |
| 9/4/2024 | Joseph Glew | On-market acquisition | $9,708.66 | 8,298 ORD | 8,298 |
| 10/4/2024 | Joseph Glew | On-market acquisition | $7.02 | 6 ORD | 6 |
| 23/4/2024 | Joseph Glew | Off-market acquisition | $155,571.60 | 129,643 ORD | 129,643 |
| 27/5/2024 | Joseph Glew | Reconciliation to exclude holdings not falling within definition of notifiable interest of a director |
$0.00 | (111,744) ORD | (111,744) |
| 15/10/2024 | Joseph Glew | Receipt of WOT securities from BlackWall Limited as a dividend in specie |
$0.00 | 1,413,030 ORD | 1,413,030 |
This is Annexure “B” referred to in Form 604 Notice of Change of Interests of Substantial Holder in WOTSO Property ( stapled entity compromising Ostow Limited, WOTSO Property Trust and Planloc Limited) dated 17 October 2024.
Annexure B
| Holder of Relevant Interest |
Registered holder of securities |
Person entitled to be registered as holder |
Nature of relevant interest |
Class and number of securities |
Person’s votes |
|---|---|---|---|---|---|
| Joseph Glew | Seno Management Pty Limited Super Fund\ A/C> |
Seno Management Pty Limited Super Fund A/C> |
Director of the trustee and beneficiary of the fund |
2,307,795 ORD | 2,307,795 |
| Joseph Glew | Seno Management Pty Limited Trust> |
Seno Management Pty Limited Trust> |
Director of the trustee and beneficiary of the trust |
6,756,875 ORD | 6,756,875 |
| Joseph Glew | Alerik Pty Limited A/C> |
Alerik Pty Limited A/C> |
Relevant interest above 20% in registered holder |
4,257,914 ORD | 4,257,914 |
| Joseph Glew | Seno Management Services Ltd |
Seno Management Services Ltd |
Controls registered holder | 2,416 ORD | 2,416 |
| Joseph Glew | PRSC Pty Ltd | PRSC Pty Ltd | Controls registered holder | 3,746,073 ORD | 3,746,073 |
| Joseph Glew | Freymas Project Management |
Freymas Project Management |
Controls registered holder | 2,416 ORD | 2,416 |
| Joseph Glew | Jagar Holdings Pty Ltd |
Jagar Holdings Pty Ltd |
Controls registered holder | 19,522,888 ORD | 19,522,888 |
| Joseph Glew | RPSSC Fund Pty Ltd |
RPSSC Fund Pty Ltd | Controls registered holder | 40,000 ORD | 40,000 |
| Joseph Glew | Seno Investments Pty Ltd |
Seno Investments Pty Ltd |
Controls registered holder | 218,458 ORD | 218,458 |