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CENTAURUS METALS LIMITED — Major Shareholding Notification 2009
Dec 29, 2009
64715_rns_2009-12-29_f9262855-64b5-4929-856c-70cad87bf22d.pdf
Major Shareholding Notification
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AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT
30 December 2009
GLENGARRY INTEREST IN CENTAURUS SHARES INCREASES TO 72.4%
Glengarry Resources Limited (ASX: GGY) advises that in relation to the merger between Glengarry and Centaurus Resources Limited (ASX: CUR) it has increased its relevant interest in Centaurus shares to 72.4%. A form 604 (notice of change of interests of substantial holder) is attached.
For more information, please contact:
Darren Gordon / Geoff James Managing Director / Chief Financial Officer Glengarry Resources Limited +618 9322 4929
GLENGARRY RESOURCES LIMITED ABN 40 009 468 099 Telephone: (08) 9322 4929 Facsimile: (08) 9322 5510 PO Box 975 West Perth WA 6872 35 Havelock Street West Perth WA 6005 Website: www.glengarry.com.au Email: [email protected]
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme Centaurus Resources Limited ACN/ARSN 120 281 969
1. Details of substantial holder (1)
Glengarry Resources Limited (ACN 009 468 099) and its wholly owned Name subsidiaries Glengarry Sabah Pty Ltd (ACN 122 489 669) and Semporna Mining Sdn Bhd (together “ Glengarry ”)
| ACN/ARSN (if applicable) See Above |
|
|---|---|
| There was a change in the interests of the | |
| substantial holder on | 29/12/2009 |
| The previous notice was given to the company on | 24/12/2009 |
| The previous notice was dated | 24/12/2009 |
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) | |
| Fully Paid Ordinary Shares |
27,751,923 | 70.08% | 28,651,641 | 72.35% |
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 relevant interest changed |
Nature of change (6) | Consideration given in relation to change (7) |
Class and number of securities affected |
Person’s votes affected |
|---|---|---|---|---|---|
| 29/12/2009 | Glengarry | Acquisition of relevant interests arising upon acceptance of takeover offers dated 9 December 2009 (Offers) contained in Glengarry’s Bidder’s Statement dated 3 December 2009 |
8 Fully Paid Ordinary Shares in Glengarry Resources Limited for every 1 Centaurus Resources Limited Fully Paid Ordinary Share, subject to the terms of the Offers |
899,718 Fully Paid Ordinary Shares |
899,718 |
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 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 |
|---|---|---|---|---|---|
| Glengarry | Various offerees who have accepted the Offer |
Subject to the terms of the Offers, Glengarry |
Relevant interests under sections 608 (1) and 608 (8) of the Corporations Act 2001 pursuant to acceptances of the Offers. The shares which are the subject of the acceptances have not yet been transferred to Glengarry. The power of Glengarry to vote or dispose of the shares that are the subject of acceptances of the Offers is qualified since the Offers have not been declared unconditional and it is not presently registered as the holder of the shares. |
26,956,934 Fully Paid Ordinary Shares (Inclusive of 5,822,911 Fully Paid Ordinary Shares covered by Pre-Bid Acceptance Agreements referred to below for which acceptances of the Offers have been received) |
26,956,934 |
| Glengarry | Various ordinary shareholders of Centaurus who have entered into Pre-Bid Acceptance Agreements dated 10/11/2009 with Glengarry, as set out in the Form 603 Notice of initial substantial holder dated 12/11/2009, and who have not yet accepted the Offer. |
Various ordinary shareholders of Centaurus referred to in the Form 603 Notice of initial substantial holder dated 12/11/2009 |
Power to control disposal pursuant to Pre-Bid Acceptance Agreements dated 10/11/2009 |
1,694,707 Fully Paid Ordinary Shares |
1,694,707 |
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 | N/A |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Glengarry Resources Limited, Glengarry Sabah Pty Ltd and Semporna Mining Sdn Bhd |
Mezzanine Level, 35 Havelock Street, West Perth WA 6005 |
Signature
| print name sign here |
Geoff James capacity Company Secretary |
|---|---|
| date 30/12/2009 |
DIRECTIONS
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(1) If there are a number of substantial holders with similar or related relevant interests (e.g. 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).
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 identity of the person (e.g. 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.