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CENTURIA CAPITAL GROUP Major Shareholding Notification 2019

Sep 26, 2019

64677_rns_2019-09-26_011f62f4-9021-4832-b930-d18522a12671.pdf

Major Shareholding Notification

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604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme CENTURIA CAPITAL GROUP ( 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

1. Details of substantial holder (1)

Name Moelis Australia Limited ( MOE ) and the entities listed in Annexure A ACN/ARSN (if applicable) 142 008 428

There was a change in the interests of the substantial holder on 25 /09/ 2019 The previous notice was given to the company on 05/11/ 2018 The previous notice was dated 05/11/ 2018

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)
Ordinary fully paid stapled
securities (Ordinary)
38,415,438 10.02% 7.18% 31,094,086

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
Refer to Annexure B and the allocation of 47,691,129 securities pursuant to an institutional placement as announced in
CNI’s Appendix 3B dated 25 September 2019

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
All holders listed above The Trust
Company
(Australia)
Limited
Moelis
Australia Asset
Management
Ltd (MAAM) in
its capacity as
trustee of the
Moelis
Australia SIV
Property Fund
Relevant interest pursuant to
section 608(3) due to holding
voting power of above 20% in
MAAM
25,794,086
Ordinary
25,794,086
All holderslisted above J.P.Morgan MAAM in its Relevantinterest pursuant to 5,300,000 5,300,000

604 page 2/2 15 July 2001

Nominees
Australia Pty
Ltd
capacity as
trustee of
the Moelis
Australia SIV
Public
Investment
Fund
section 608(1) due to the
power to exercise, or control
the exercise of, a right to
vote attached to the
securities and the power to
dispose of, or control the
exercise of a power to
dispose ofthe securities
Ordinary

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
Not applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name Name Address
See Annexure A
PETER DIXON
Signature print name
sign here
date 27/09/2019

ANNEXURE A TO FORM 604 NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

This is annexure A of one page referred to in Form 604 Notice of change of interests of substantial holder dated 27 September 2019

==> picture [86 x 35] intentionally omitted <==


PETER DIXON, COMPANY SECRETARY

Name Address
Moelis Australia Limited ACN 142 008 428 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
ACN 167 316 109 Pty Ltd ACN 167 316 109 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Armada Funds Management Pty Ltd ACN 124 754 847 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Eastern Credit Management pty Ltd ACN 623 243 336 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Global Wealth Aged Care Pty Ltd ACN 610 989 994 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Global Wealth Residential Pty Ltd ACN 607 039 216 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
KCF ST Pty Ltd ACN 623 251 196 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
MAAM GP Pty Ltd ACN 164 411 607 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
MAAM Holdings Pty Ltd ACN 621 215 450 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
MAAM TT Pty Ltd ACN 629 587 560 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
MACDF TT Pty Ltd ACN 169 652 742 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
MAF Credit Pty Ltd ACN 623 716 503 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Mendoza Limited ACN 135 855 186 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Moelis Australia Advisory Pty Ltd ACN 142 008 446 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Moelis Australia Asset Management Ltd ACN 142 008 535 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Moelis Australia Finance Pty Ltd ACN 621 554 845 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Moelis Australia Foundation Pty Ltd ACN 622 860 904 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Moelis Australia Funds Management Pty Ltd ACN 621 552 896 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Moelis Australia Hotel Management Pty Ltd ACN 619 297 228 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Moelis Australia Operations Pty Ltd ACN 138 030 289 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Moelis Australia Securities Pty Ltd ACN 122 781 560 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Moelis Australia Share Plan Pty Ltd ACN 610 383 590 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Moelis Australia Visa Fund Manager Pty Ltd ACN 142 008 482 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Redcape Hotel Group Management Ltd ACN 610 990 004 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Rockford Capital Pty Ltd ACN 116 067 497 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
TMASL Finance Pty Ltd ACN 623 313 057 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Western Funds Management Pty Ltd ACN 169 019 765 Level 27, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000

This is annexure B of one page referred to in Form 604 Notice of change of interests of substantial holder dated 27 September 2019

==> picture [86 x 34] intentionally omitted <==

______
PETER DIXON, COMPANY SECRETARY
______
PETER DIXON, COMPANY SECRETARY
______
PETER DIXON, COMPANY SECRETARY
___
Date of
Change
Holder of relevant
interest
Nature of
change
Consideration
(AUD)
Class and number of securities Person's
votes
affected
8/2/19 All holders listed
above
Sell 958022.83 675846 Ordinary 675846
11/3/19 All holders listed
above
Sell 280500 200000 Ordinary 200000
12/3/19 All holders listed
above
Sell 138319.83 99154 Ordinary 99154
13/3/19 All holders listed
above
Sell 292087.43 210377 Ordinary 210377
14/3/19 All holders listed
above
Sell 4655.11 3349 Ordinary 3349
18/3/19 All holders listed
above
Sell 17095.06 12343 Ordinary 12343
19/3/19 All holders listed
above
Sell 8237.14 5926 Ordinary 5926
20/3/19 All holders listed
above
Sell 59776.95 43005 Ordinary 43005
29/3/19 All holders listed
above
Sell 525527.04 376000 Ordinary 376000
3/4/19 All holders listed
above
Sell 55452.65 39751 Ordinary 39751
4/4/19 All holders listed
above
Sell 8862.64 6376 Ordinary 6376
15/4/19 All holders listed
above
Sell 84236.86 60152 Ordinary 60152
16/4/19 All holders listed
above
Sell 21000 15000 Ordinary 15000
17/4/19 All holders listed
above
Sell 71336.58 51013 Ordinary 51013
26/4/19 All holders listed
above
Sell 968497.38 701708 Ordinary 701708
30/4/19 All holders listed
above
Sell 1380000 1000000 Ordinary 1000000
19/9/19 All holders listed
above
Sell 5504839.2 2621352 Ordinary 2621352
19/9/19 All holders listed
above
Sell 2520000 1200000 Ordinary 1200000