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CL8 HOLDINGS LIMITED — Director's Dealing 2021
Dec 2, 2021
64658_rns_2021-12-02_ffd7d41a-2da4-4293-ae3d-b9364059dc3b.pdf
Director's Dealing
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Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
Name of entity Carly Holdings Limited ABN 60 066 153 982
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Stephen Hagop Abolakian |
|---|---|
| Date of last notice | 18 May 2021 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Indirect. | |
|---|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Willoughby Capital Pty Ltd as trustee for the Willoughby Capital Trust, of which Mr Abolakian is a potential beneficiary of the trust. |
|
| Date of change | 3 December 2021 | |
| No. of securities held prior to change | Direct Nil. _Indirect_1 24,504,628 fully paid ordinary shares (Shares). 871,388 options exercisable at $0.3750 each on or before 31 October 2022 (Tranche 2 Unquoted Options). 3,500,661 options exercisable at $0.16 each on or before 31 May2023 (Quoted CL8OB Options) |
1 MNA Family Holdings Pty Ltd ( MNA Holdings ) held 612,500 Shares, 17,500 Tranche 2 Unquoted Options and 87,500 Quoted CL8OB Options in Carly Holdings Limited. Mr Abolakian’s parents are directors and shareholders of MNA Family Holdings Pty Ltd and are beneficiaries of the Hishenk Pty Ltd Superannuation Fund.
- See chapter 19 for defined terms.
01/01/2011
Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| Class | (a) Shares. (b) Quoted CL8OB Options. |
|
|---|---|---|
| Number acquired | (a) 4,617,200 Shares. (b) 1,539,066 Quoted CL8OB Options. |
|
| Number disposed | Nil. | |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
(a) $0.08 per Share. (b) Nil. Free-attaching options on a 1-for-3 basis under the Tranche 2 Placement. |
|
| No. of securities held after change | Direct Nil _Indirect_2 29,121,828 Shares. 871,388 Tranche 2 Unquoted Options 5,039,727 Quoted CL8OB Options. |
|
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back |
Issue of Shares and Options pursuant to Tranche 2 Placement following receipt of shareholder approval at the Annual General Meeting held on 18 November 2021 (2021 AGM). |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | Subscription agreement with the Company (Subscription Agreement). Summary of key terms contained in the ASX announcement released to the market on 11 May 2021 in relation to the Rights Issue and Follow-on Placement. |
|---|---|
| Nature of interest | Subject to the Company obtaining all necessary regulatory and prior shareholder approvals, issue of Shares and Quoted CL8OB Options under the Subscription Agreement. |
| Name of registered holder (if issued securities) |
Willoughby Capital Pty Ltd as trustee for the Willoughby Capital Trust (Willoughby), of which Mr Abolakian is a potential beneficiaryof the trust. |
| Date of change | 3 December 2021 |
2 MNA Family Holdings Pty Ltd holds 612,500 Shares, 17,500 Tranche 2 Unquoted Options and 87,500 Quoted CL8OB Options in Carly Holdings Limited. Mr Abolakian’s parents are directors and shareholders of MNA Family Holdings Pty Ltd and are beneficiaries of the Hishenk Pty Ltd Superannuation Fund.
- See chapter 19 for defined terms.
01/01/2011
Appendix 3Y Page 2
Appendix 3Y Change of Director’s Interest Notice
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
Nil | |
|---|---|---|
| Interest acquired | Not applicable | |
| Interest disposed | Shareholder approval received to issue 4,617,200 Shares and 1,539,066 Quoted CL8OB Options under the Subscription Agreement. |
|
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
$0.08 per Share and free-attaching options on a 1-for-3 basis under the Subscription Agreement. |
|
| Interest after change | Direct Nil _Indirect_3 29,121,828 Shares. 871,388 Tranche 2 Unquoted Options 5,039,727 Quoted CL8OB Options. |
Part 3 –[+] Closed period
| Part 3 –+Closed period | |
|---|---|
| Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? |
No |
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
Not applicable |
| If prior written clearance was provided, on what date was this provided? |
Not applicable |
3 MNA Family Holdings Pty Ltd holds 612,500 Shares, 17,500 Tranche 2 Unquoted Options and 87,500 Quoted CL8OB Options in Carly Holdings Limited. Mr Abolakian’s parents are directors and shareholders of MNA Family Holdings Pty Ltd and are beneficiaries of the Hishenk Pty Ltd Superannuation Fund.
- See chapter 19 for defined terms.
01/01/2011
Appendix 3Y Page 3
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
Name of entity Carly Holdings Limited ABN 60 066 153 982
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Robert Pinkas Blau |
|---|---|
| Date of last notice | 18 May 2021 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Not applicable |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Not applicable1 |
| Date of change | 3 December 2021 |
| No. of securities held prior to change | Nil2 |
| Class | Not applicable3 |
| Number acquired | Not applicable4 |
1 SG Fleet Management Pty Limited, a subsidiary of SG Fleet Group Limited (ASX:SGF). Mr Blau is a director, shareholder and Chief Executive Officer of SG Fleet Group Limited, of which SG Fleet Management Pty Limited ( SG Fleet ) is a whollyowned subsidiary.
2 SG Fleet held 19,410,007 fully paid ordinary shares ( Shares ), 888,888 options exercisable at $0.3750 each on or before 31 October 2022 ( Tranche 2 Unquoted Options ) and 2,772,858 options exercisable at $0.16 each on or before 31 May 2023 ( Quoted CL8OB Options ) in Carly Holdings Limited. 3 Shares and Quoted CL8OB Options. 4 SG Fleet acquired 3,567,925 Shares and 1,189,308 Quoted CL8OB Options.
- See chapter 19 for defined terms.
01/01/2011
Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| Number disposed | Not applicable |
|---|---|
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Not applicable5 |
| No. of securities held after change | Nil6 |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back |
Not applicable7 |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | Not applicable8 |
|---|---|
| Nature of interest | Not applicable9 |
| Name of registered holder (if issued securities) |
Not applicable10 |
| Date of change | Not applicable11 |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
Not applicable |
| Interest acquired | Not applicable12 |
5 $0.08 per Share and free-attaching options on a 1-for-3 basis under the Tranche 2 Placement.
6 SG Fleet holds 22,977,932 Shares, 888,888 Tranche 2 Unquoted Options and 3,962,166 Quoted CL8OB Options after the change.
7 Issue of Shares and Options pursuant to Tranche 2 Placement following receipt of shareholder approval at the Annual General Meeting held on 18 November 2021 ( 2021 AGM ). 8 SG Fleet Management Pty Limited entered into a subscription agreement with the Company ( Subscription Agreement ). Summary of key terms contained in the ASX announcement released to the market on 12 May 2021 in relation to the Rights Issue and Follow-on Placement. 9 Subject to the Company obtaining all necessary regulatory and prior shareholder approvals by 30 November 2021, issue of Shares and Quoted CL8OB Options to SG Fleet under the Subscription Agreement. 10 SG Fleet Management Pty Limited. Mr Blau is a director, shareholder and Chief Executive Officer of SG Fleet Group Limited, of which SG Fleet Management Pty Limited is a wholly-owned subsidiary.
11 3 December 2021.
12 Not applicable
- See chapter 19 for defined terms.
01/01/2011
Appendix 3Y Page 2
Appendix 3Y Change of Director’s Interest Notice
| Interest disposed | Not applicable13 |
|---|---|
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
Not applicable14 |
| Interest after change | Not applicable15 |
Part 3 –[+] Closed period
| Part 3 –+Closed period | |
|---|---|
| Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? |
No |
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
Not applicable |
| If prior written clearance was provided, on what date was this provided? |
Not applicable |
13 Shareholder approval received to issue 3,567,925 Shares and 1,189,308 Quoted CL8OB Options under the Subscription Agreement.
14 $0.08 per Share and free-attaching options on a 1-for-3 basis under the Subscription Agreement.
15 SG Fleet holds 22,977,932 Shares, 888,888 Tranche 2 Unquoted Options and 3,962,166 Quoted CL8OB Options after the change.
- See chapter 19 for defined terms.
01/01/2011
Appendix 3Y Page 3
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
Name of entity Carly Holdings Limited ABN 60 066 153 982
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Kevin Victor Wundram |
|---|---|
| Date of last notice | 18 May 2021 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Not applicable |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Not applicable1 |
| Date of change | 3 December 2021 |
| No. of securities held prior to change | Nil2 |
| Class | Not applicable3 |
| Number acquired | Not applicable4 |
1 SG Fleet Management Pty Limited, a subsidiary of SG Fleet Group Limited (ASX:SGF). Mr Wundram is a director, shareholder and Chief Financial Officer of SG Fleet Group Limited, of which SG Fleet Management Pty Limited ( SG Fleet ) is a wholly-owned subsidiary. 2 SG Fleet held 19,410,007 fully paid ordinary shares ( Shares ), 888,888 options exercisable at $0.3750 each on or before 31 October 2022 ( Tranche 2 Unquoted Options ) and 2,772,858 options exercisable at $0.16 each on or before 31 May 2023 ( Quoted CL8OB Options ) in Carly Holdings Limited. 3 Shares and Quoted CL8OB Options. 4 SG Fleet acquired 3,567,925 Shares and 1,189,308 Quoted CL8OB Options.
- See chapter 19 for defined terms.
01/01/2011
Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| Number disposed | Not applicable |
|---|---|
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
Not applicable5 |
| No. of securities held after change | Nil6 |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back |
Not applicable7 |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | Not applicable8 |
|---|---|
| Nature of interest | Not applicable9 |
| Name of registered holder (if issued securities) |
Not applicable10 |
| Date of change | Not applicable11 |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
Not applicable |
| Interest acquired | Not applicable12 |
5 $0.08 per Share and free-attaching options on a 1-for-3 basis under the Tranche 2 Placement.
6 SG Fleet holds 22,977,932 Shares, 888,888 Tranche 2 Unquoted Options and 3,962,166 Quoted CL8OB Options after the change. 7 Issue of Shares and Options pursuant to Tranche 2 Placement following receipt of shareholder approval at the Annual General Meeting held on 18 November 2021 ( 2021 AGM ). 8 SG Fleet Management Pty Limited entered into a subscription agreement with the Company ( Subscription Agreement ). Summary of key terms contained in the ASX announcement released to the market on 12 May 2021 in relation to the Rights Issue and Follow-on Placement. 9 Subject to the Company obtaining all necessary regulatory and prior shareholder approvals by 30 November 2021, issue of Shares and Quoted CL8OB Options to SG Fleet under the Subscription Agreement. 10 SG Fleet Management Pty Limited. Mr Wundram is a director, shareholder and Chief Financial Officer of SG Fleet Group Limited, of which SG Fleet Management Pty Limited is a wholly-owned subsidiary.
11 3 December 2021.
12 Not applicable
- See chapter 19 for defined terms.
01/01/2011
Appendix 3Y Page 2
Appendix 3Y Change of Director’s Interest Notice
| Interest disposed | Not applicable13 |
|---|---|
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
Not applicable14 |
| Interest after change | Not applicable15 |
Part 3 –[+] Closed period
| Part 3 –+Closed period | |
|---|---|
| Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? |
No |
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
Not applicable |
| If prior written clearance was provided, on what date was this provided? |
Not applicable |
13 Shareholder approval received to issue 3,567,925 Shares and 1,189,308 Quoted CL8OB Options under the Subscription Agreement.
14 $0.08 per Share and free-attaching options on a 1-for-3 basis under the Subscription Agreement.
15 SG Fleet holds 22,977,932 Shares, 888,888 Tranche 2 Unquoted Options and 3,962,166 Quoted CL8OB Options after the change.
- See chapter 19 for defined terms.
01/01/2011
Appendix 3Y Page 3