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Brockman Mining Limited — Major Shareholding Notification 2011
Jun 15, 2011
48994_rns_2011-06-15_9597453f-7081-4749-afb7-fa0bab1a97de.pdf
Major Shareholding Notification
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ANNOUNCEMENT TO THE AUSTRALIAN STOCK EXCHANGE
16 June 2011
1 of 5 pages
Company Announcements Office Australian Stock Exchange Limited 10[th] Floor, 20 Bond Street
SYDNEY NSW 2000
By Fax: +61 2 9347 0005 or +61 2 9778 0999
Cc: Brockman Resources Limited
By Fax: +61 8 9389 3033
Dear Sir/Madam,
RE: NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER – FORM 604
The Directors of Wah Nam International Holdings Limited enclose a “Form 604 – Notice of change of interests of substantial holder” in listed company, Brockman Resources Limited (ASX code: BRM).
Should you have any questions, please do not hesitate to contact us on (852) 3169 3631.
Yours faithfully,
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Chan Kam Kwan, Jason Executive Director
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604 GUIDE page 1/1 13 March 2000
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| To:Company Name/Scheme | BROCKMAN | RESOURCES LIMITED (BRM) |
|---|---|---|
| ACN/ARSN | ACN 009 372 | 150 |
| 1. Details of substantial holder (1) | ||
| Name | Wah Nam International Holdings Limited ARBN 143 211 867 (Wah Nam) and its controlled bodies corporate (refer to | |
| Annexure A) | ||
| ACN\ARSN (if applicable) | N/A | |
| There was a change in the interests of the | ||
| substantial holder on | 15 / 6 / 2011 | |
| The previous notice was given to the company on | 24 / 5 / 2011 | |
| The previous notice was dated | 24 / 5 / 2011 |
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:
| nterests in the scheme that the substantial holder or an associate (2) had atial holding notice to the company or scheme, are as follows: | nterests in the scheme that the substantial holder or an associate (2) had atial holding notice to the company or scheme, are as follows: | nterests in the scheme that the substantial holder or an associate (2) had atial holding notice to the company or scheme, are as follows: | nterests in the scheme that the substantial holder or an associate (2) had atial 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) | ||
| Ordinary Fully Paid Shares | 76,756,734 | 53.01% (based on144,803,151 ordinary shareson issue) | 80,113,433 | 55.33% (based on144,803,151 ordinary shareson issue) |
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme, are as follows:
| Date of change | Person whose relevantinterest changed | Nature of change (6) | Consideration given | Class and number of | Person’s votes | ||
| in relation to change | securities affected | ||||||
| (7) | |||||||
| 23 / 5 / 11 -15 / 6 / 11(inclusive) | Wah Nam, Wah Nam IronOre Company LimitedARBN 139 095 855 (WNIron Ore) and Wah NamInternational Australia PtyLtd ACN 134 696 727 (WNAustralia) | Increase of relevant interest inBRM ordinary shares arisingupon acceptance of offersmade under the off-markettakeover bid by WN Australiaon the terms set out in thereplacement bidder'sstatement dated 6 December2010 (Offer). | t in | 100,700,970 Wah | 3,356,699 ordinary | 3,356,699 | |
| Nam ordinary | shares | ||||||
| shares(based on | |||||||
| considerationffd f 30 Wh | |||||||
| er | oere o aNam ordinaryshares for every 1 | ||||||
| BRM ordinary share | |||||||
| held) | |||||||
604 GUIDE page 2/1 13 March 2000
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevantinterest | Registered holderof securities | Person entitled to beregistered as holder(8) | Nature of relevant interest (6) | Class and numberof securities | Person’s votes |
|---|---|---|---|---|---|
| WN Australia | Acceptingordinaryshareholders ofBRM | WN Australia | WN Australia's relevant interest arisesunder section 608(1) of theCorporations Act 2001 (Cth)(Corporations Act) as a result ofacceptances ofthe Offer. | 47,766,028 ordinaryfully paid shares | 47,766,028 |
| WN Australia | Holdex NomineesPty Ltd <NO 404A/C> (Holdex) | WN Australia | WN Australia's relevant interest arisesunder section 608(1) of theCorporations Act as a person who hasthe power to exercise, or control theexercise of, a right to vote attached toordinary shares or the power todispose of, or control the exercise of apower to dispose of, ordinary sharesas aresult ofon-market purchases. | 31,347,405 ordinaryfully paid shares | 31,347,405 |
| WN Australia | WN Australia | WN Australia | WN Australia's relevant interest arisesunder section 608(1) of theCorporations Act as the holder ofordinary shares as a result of an off-market purchase. | 1,000,000 ordinaryfully paid shares | 1,000,000 |
| WN Iron Ore | Holdex, WNAustralia andacceptingordinaryshareholders ofBRM | WN Australia | WN Iron Ore's relevant interest arisesunder 608(3)(b) of the CorporationsAct as WN Iron Ore controls WNAustralia. | 80,113,433 ordinaryfully paid shares | 80,113,433 |
| Wah Nam | Holdex, WNAustralia andacceptingordinaryshareholders ofBRM | WN Australia | Wah Nam's relevant interest arisesunder 608(3)(b) of the CorporationsAct as Wah Nam controls WN IronOre and WN Australia. | 80,113,433 ordinaryfully paid shares | 80,113,433 |
604 GUIDE page 3/1 13 March 2000
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 | |
|---|---|---|
| N/A | ||
| 6. Addresses | ||
| The addresses ofthe personsnamedinthisformare asfollows: | ||
| Name | Address | |
| Wah Nam, WN Iron Ore and WN Australia | Room 2805, 28/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, | |
| HongKong | ||
| Holdex Nominees Pty Ltd | 26thLevel, 360 Collins Street,MelbourneVic 3000,Australia |
Signature
print name Chan Kam Kwan, Jason capacity Director of Wah Nam International Holdings Limited ARBN 143 211 867
sign here
date 16 June 2011
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 person’s votes divided by the total votes in the body corporate or scheme multiplied by 100. (6) Include details of:
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(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
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(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
(8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown".
- (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Annexure A
This is annexure marked "A" of 1 page referred to in the Form 604 (Notice of change of interests of substantial holder) signed by me and dated _ 16 June 2011__.
………………………..
Chan Kam Kwan, Jason Director
Wah Nam International Holdings Limited ARBN 143 211 867
Subsidiaries of Wah Nam International Holdings Limited ARBN 143 211 867
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Wah Nam International (HK) Limited (incorporated in Hong Kong ("HK"))
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Wah Nam Iron Ore Company Limited ARBN 139 095 855 (incorporated in the British Virgin Islands (the "BVI"))
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Wah Nam International Australia Pty Ltd ACN 134 696 727 (incorporated in Australia)
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Perryville Group Limited (incorporated in the BVI)
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Airport Shuttle Services Limited (incorporated in HK)
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Parklane Limousine Service Limited (incorporated in HK)
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Parklane Limousine Service (Shenzhen) Limited (incorporated in the People's Republic of China (the "PRC"))
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Guangzhou Parklane Consultancy Limited (incorporated in the PRC)
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Guangzhou Parklane Limousine Service Limited (incorporated in the PRC)
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Beijing Parklane Limousine Service Limited (incorporated in the PRC)
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Parklane Limousine Service (Shanghai) Limited (incorporated in the PRC)
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Shanghai Parklane Limousine Service Limited (incorporated in the PRC)
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Parklane Chauffeur Limousine Limited (incorporated in HK)
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Hong Kong Creations Limited (incorporated in HK)
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Golden Genie Limited (incorporated in the BVI)
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Smart Year Investments Limited (incorporated in the BVI)
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Luchun Xingtai Mining Co. Ltd (incorporated in the PRC)