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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

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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