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CADOUX LIMITED — Major Shareholding Notification 2018
May 28, 2018
64620_rns_2018-05-28_5355dde2-bd6c-4308-bd51-4391159dff80.pdf
Major Shareholding Notification
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Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme
FYI Resources Limited
ACN/ARSN 061 289 218
1. Details of substantial
holder(1)
Name Roland Hill ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on
substantial holder on 25/05/2018 The previous notice was given to the company 01/02/2016 on The previous notice was dated 01/02/2016
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) | 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 lastrequired, andwhen now required, to give a substantial holdingnotice to the company orscheme, are asfollows: | |
| Class of securities (4)Previous noticePresent notice | |
| Person’svotesVoting power(5)Person’svotesVoting power(5) | |
| Ordinary shares7,642,1019.38%18,455,0259.93% |
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 are as follows:
| Date of | Person whose | Nature of change | Consideration given in relation | Class and number of | Person’s votes |
|---|---|---|---|---|---|
| change | relevantinterest changed | (6) | to change (7) | securities affected | affected |
| 28/06/2016 | Roland Hill | On and off market | $16,043 | Ordinary shares | 445,645 |
| trade | 445,645 | ||||
| 23/12/2016 | Capstone Capital Pty Ltd | Shares issued in | Shares issued in lieu of fees | Ordinary shares | 1,800,000 |
| lieu of fees of | of $90,000 | 1,800,000 | |||
| $90,000 | |||||
| 08/05/2017 | Roland Hill | Off market | $36,000 | Ordinary shares | 1,000,000 |
| purchase | 1,000,000 | ||||
| 06/02/2018 | Capstone Capital Pty Ltd | On market | $11,046 | 147,279 | 147,279 |
| purchase | |||||
| 20/02/2018 | Roland Hill | Shares issued in | Shares issued in lieu of fees | Ordinary shares | 420,000 |
| lieu of fees of | of $50,400 | 420,000 | |||
| $50,400 | |||||
| 25/05/2018 | Roland Hill | Option to purchase | Option fee of $80,000. | Ordinary shares | 7,000,000 |
| shares | Minimum price of 12 cents per | 7,000,000 | |||
| share plus 60% of the FYI | |||||
| share price above 12 cents | |||||
| when the option is exercised, | |||||
| net ofthe option fee. |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevant | Registered holder of | Person entitled to be | Nature of relevant interest | Class and | Person’s votes |
|---|---|---|---|---|---|
| interest | securities | registered as holder (8) | (6) | number of | |
| securities | |||||
| Roland Hill | Roland Hill | Roland Hill | Direct | Ordinary shares | 6,037,074 |
| 6,037,074 | |||||
| Roland Hill | Capstone Capital Pty Ltd | Capstone Capital Pty Ltd | Indirect (Director & shareholder | Ordinary shares | 5,417,951 |
| of Capstone Capital Pty Ltd) | 5,417,951 | ||||
| Roland Hill | Empire Resources Limited | Empire Resources Limited | Option agreement to acquire | Ordinary shares | 7,000,000 |
| FYI Resources Ltd shares held | 7,000,000 | ||||
| byEmpireResourcesLtd |
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 andACN/ARSN(ifapplicable) | Nature ofassociation |
|---|---|
| Empire Resources Ltd | Option to acquire FYI Resources Ltd shares from Empire |
| ACN092 471513 | ResourcesLtd |
6. Addresses
The addresses of persons named in this form are:
| Name | Address |
|---|---|
| Roland Hill | 19 Gill Street, Mosman Park, WA 6012 |
| Capstone Capital Pty Ltd | 19 Gill Street, Mosman Park, WA 6012 |
| Empire Resources Limited | 53 Canning Highway, Victoria Park, WA 6100 |
Signature
| print nameRoland Hill | capacity |
|---|---|
| sign here | |
| Date29/05/2018 | |
| DIRECTIONS | |
| r of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the | |
| e of an equity trust), the names could be included in an annexure to the | form. If the relevant interests of a group of persons |
| ar, they may be referred to throughout the form as a specifically named | group if the membership of each group, with the |
| es of members is clearly set out in paragraph 6 of the form. | |
| “associate” in section 9 of the Corporations Act 2001. | |
| “relevant interest” in sections 608 and 671B(7) of the Corporations Act | 2001. |
| f a company constitute one class unless divided into separate classes. | |
| divided by the total votes in the body corporate or scheme multiplied by | 100. |
| greement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, | |
| document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of | |
| scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or | |
| and | |
| on of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of | |
| to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). | |
| ant agreement” in section 9 of the Corporations Act 2001. |
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(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
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(2) See the definition of “associate” in section 9 of the Corporations Act 2001.
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(3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
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(4) The voting shares of a company constitute one class unless divided into separate classes.
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(5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
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(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).
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See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.
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(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.
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(8) If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write “unknown”.
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(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.