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CENTURIA CAPITAL GROUP — Major Shareholding Notification 2006
Oct 26, 2006
64677_rns_2006-10-26_bd62c477-259f-4ddc-93d2-0e2f0427b6fe.pdf
Major Shareholding Notification
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Form 604 Corporations Act 2001 Section 6718
Notice of change of interests of substantial holder
| To Company Name/Scheme | OFM investment Group Limited 095 454 336 |
|||
|---|---|---|---|---|
| ACN/ARSN | ||||
| 1. Details of substantial holder (1) Name |
The entities and individuals listed in Schedule 1. | |||
| ACN/ARSN (if applicable) | ||||
| There was a change in the interests of the | ||||
| substantial holder on | 19/10/06 | |||
| The previous notice was given to the company on | 07/09/06 | |||
| The previous notice was dated | 07/09/06 |
9. 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 -------- |
| Ordinary -------------------------------------- |
740 021 . |
******** .6% -------------------------------------- |
. 951.247 | 16.6% ******** |
| ----------- | . ________ . |
________ |
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 Nature of relevant interest change (6) changed |
Consideration given in relation to change $(7)$ |
Class and number of securities affected |
Person's votes affected |
|
|---|---|---|---|---|---|
| 19/10/06 Resolute |
Increase in Relevant Interest - Refer to Schedule 1 |
\$286.816.80 | Ordinary Shares 119507 |
Resolute | |
| -------------------------------------- |
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 |
|---|---|---|---|---|---|
| Refer Schedule 1 | Consideration Shares already Refer Schedule 1 | Refer Schedule 1 | Refer Schedule 1 | Refer Schadule 1 | |
| 30306066666666634mmmmmmmmmmmmmmmmmmmmmmm | ******** | ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
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 applicable) |
and | ACN/ARSN | _________ (if |
--------------------------------------- -------------------------------- Nature of association --------------------------------------- . |
|---|---|---|---|---|
| ; | ||||
6. Addresses
The addresses of persons named in this form are as follows:
| Name |
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Address |
|---|---|
| Resolute Funds Management Pty Ltd | 5 Stanhope Road, Killara, NSW 2071 " |
Signature
| print name | Control of Gallery Control of Control of Control of Control of Control of Control of Control of Control of Control of Control of Control of Control of Control of Control of Control of Control of Control of Control of Cont |
capacity | esche |
|---|---|---|---|
| sign here | ٠ | date | 10706 |
| DIRECTIONS mism of cultated and monetate with cimilar or related mismum interests (an in encoration and its related eproprations, or the manager and |
- $(1)$ If there are a number of ir relateg relovant interests. з. а согоога 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 Act 2001.
- $(3)$ See the definition of "relevant interest" in sections 608 and 6718(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:
- $(a)$ 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
- $(b)$ 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 on 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.
1. Schedule 1
Details of Relevant Interest - Nature of Relevant Interest
Under a Share Sale and Purchase Agreement ("SPA") dated 10 July 2006 OFM Investment Group Limited ("OFM") became the holder of all issued capital in Century Funds Management Limited, for consideration of cash and OFM ordinary shares ("Consideration Shares"). Each of the Substantial Holders has a relevant interest in the Consideration Shares received or to be received by the entities and individuals listed below. The entities and individuals listed below have received approximately 70% of their Consideration Shares, and remainder of the Consideration Shares will be received on or before 30 August 2006. Each of the entities and individuals listed below has a relevant interest within the meaning of s608(8) in the Consideration Shares that are yet to be received. The figures listed in column 4 represent the total Consideration Shares which the entity or individual is entitled to receive under the SPA.
| Name Substantial оf Holder |
Number and type of securities - previously heid as registered holder |
Further Shares Purchased |
Total Consideration Shares |
Details οf cash non consideration cash - 1 consideration |
Nature of association |
|---|---|---|---|---|---|
| John Edward McBain | 32,705 OFM ordinary shares |
32.705 OFM ordinary shares |
OFM ordinary shares form part of the consideration for 542 ordinary shares in Century Funds Limited Management (remainder of the consideration from OFM consisting of cash) |
Sole director of Resolute Funds Management Pty Ltd, director of Hanover Estates Pty Ltd, spouse of Trelise Leonie Presnel McBain |
|
| rkesolute Funds Management Pty Ltd ACN 083 445 345 ATF the McBain Family Trust |
3.542.979 OFM ordinary shares |
119507 OFM. Ordinary Shares Purchased |
3.662.486 OFM ordinary shares |
OFM ordinary shares form part of the consideration for 50 ordinary shares in Century Funds Management Limited σſ (remainder the consideration from OFM consisting of cash) |
|
| Hanover Estates Pty Ltd ACN 093 425 337 |
23.440 OFM ordinary shares |
23.440 OFM ordinary shares |
OFM ordinary shares form part of the consideration for 50 ordinary shares in Century Funds Limited Management tremainder οf the. consideration from OFM consisting of cash) |
||
| Trelise Leonie Presnel McBain |
32.705 OFM ordinary shares |
32.705 OFM ordinary shares |
OFM ordinary shares form part of the consideration for 50 ordinary shares in Century Funds Management Limited fremainder the ΩŤ consideration from OFM consisting of cash) |
||
| Resolute Funds Management Pty Ltd ACN 083 445 345 ATF The Hanover Property Group Staff Superannuation Fund |
199.911 OFM Ordinary Shares |
199.911 OFM ordinary shares purchased |
$\overline{\tau}^{\scriptscriptstyle \text{RF}}$ \$4,73,408.24 Öп September 2006 |
T. McBain amd J. McBain are beneficiaries of the Hanover Property Group Staff Superannuation Fund. |
|
| Total | OFM 3.831.740 Ordinary Shares |
OFM 3.951.247 ordinary shares |