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CENTURIA CAPITAL GROUP — Major Shareholding Notification 2017
Oct 15, 2017
64677_rns_2017-10-15_46408573-2400-47fc-8ff5-9920bce1d812.pdf
Major Shareholding Notification
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Section 671B
Notice of initial substantial holder
| To Company Name/Scheme | CENTURIA CAPITAL LIMITED (CNI) (consisting of CENTURIA CAPITAL LIMITED and CENTURIA FUNDS MANAGEMENT LIMITED AS RESPONSIBLE ENTITY OF THE CENTURIA CAPITAL FUND) |
|---|---|
| ACN/ARSN | CENTURIA CAPITAL LIMITED ABN 22 095 454 336 CENTURIA FUNDS MANAGEMENT LIMITED ACN 607 153 588 CENTURIA CAPITAL FUND ARSN 613 856 358 |
| Details of substantial holder (1) 1. |
|
| Name | MAGIC TT PTY LTD (MTT) ANDREW PRIDHAM and the entities listed in Annexure A (AP) |
| ACN/ARSN (if applicable) | 143 275 138 |
| The holder became a substantial holder on | 16 October 2017 |
2. Details of 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 on the date the substantial holder became a substantial holder are as follows:
| Class of securities (4) | Number of securities | Person's votes (5) | Voting power (6) | |
|---|---|---|---|---|
| Ordinary fully paid stapled securities (Ordinary) |
29,580,165 | 29.580.165 | 11.31% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
|---|---|---|
| MTT | MTT has a deemed relevant interest in the Ordinary Shares held by Moelis Australia Asset Management Limited (MAAM) due to it holding above 20% in Moelis Australia Limited (MOE) and a deemed relevant interest in those Ordinary Shares held by AP and its associates. |
29,580,165 Ordinary Shares |
| AP | AP has a deemed relevant interest under section 608 of the Corporations Act resulting from the relevant interests held by MTT and the entities listed lin Annexure A. |
29,580,165 Ordinary Shares |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Class and number of securities |
|---|---|---|---|
| All holders listed above | Pershing Australia Nominees Pty Ltd ACN 137 911 730 |
MAAM | 25,318,108 Ordinary Shares |
| All holders listed above | Cicerone Capital Pty Ltd | Cicerone Capital Pty Ltd | 3,512,057 Ordinary Shares |
| All holders listed above | AJA Investments Pty Ltd | AJA Investments Pty Ltd | 750,000 Ordinary Shares |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Class and number of securities |
|
|---|---|---|---|---|
| Cash | Non-cash | |||
| Refer to Annexure B The control of the fields and the control of |
||||
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| Refer to Annexure A | Each is controlled by AP. |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Magic TT Pty Ltd | Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 |
| Andrew Pridham | C/- Moelis Australia, Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 |
| Refer to Annexure A |
Signature
| print name | Andrew Pridham | capacity | Director and in his own capacity |
|---|---|---|---|
| sign here | date $16/10/2017$ | ||
ANNEXURE A TO FORM 603 NOTICE OF INITIAL SUBSTANTIAL HOLDER
This is Annexure A referred to in Form 603 - Notice of initial substantial holder.
Signed:
oes $\overline{\phantom{a}}$ į.
Name: Andrew Pridham
Date: 16 OCTOBER 2017
| Name | Address |
|---|---|
| AJA Investments Pty Limited ACN 071 729 603 | Level 2, 23-25 O'Connell Street, Sydney NSW 2000 |
| Cicerone Capital Pty Limited ACN 136 097 259 | Level 2, 23-25 O'Connell Street, Sydney NSW 2000 |
ANNEXURE B TO FORM 603 NOTICE OF INITIAL SUBSTANTIAL HOLDER
This is Annexure B referred to in Form 603 - Notice of initial substantial holder.
T Signed:
Name: Andrew Pridham
Date: 16 OCTOBELR 2017
| Holder of relevant interest |
Date of acquisition |
Consideration (9) | Class and number of securities |
|
|---|---|---|---|---|
| Cash | Non-cash | |||
| MTT and AP | Per Moelis Australia Limited Substantial Holder Notice dated 16 October 2017 |
25,318,108 Ordinary | ||
| MTT and AP | 30-Dec-16 | \$750,000 | 750,000 Ordinary | |
| MTT and AP | 30-Dec-16 | \$3,512,057 | 3,512,057 Ordinary |