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CL8 HOLDINGS LIMITED — Director's Dealing 2021
May 17, 2021
64658_rns_2021-05-17_aff5bcc2-0e8b-4fd6-abcb-8af7a8153d1e.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 | Christopher James Noone |
|---|---|
| Date of last notice | 29 December 2020 |
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. |
Noone Holdings Pty Ltd as trustee for the C and K Noone Family Trust Mr Noone is a director and shareholder of the company and a beneficiary of the trust. |
|
| Date of change | 14 May 2021 | |
| No. of securities held prior to change | Direct Nil. Indirect 516,500 fully paid ordinary shares (Shares). 26,666 options exercisable at $0.3750 each on or before 31 October 2022 (Tranche 2 Unquoted Options). |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| 1,620,000 exercisable at $0.3750 each on or before 19 November 2025(Executive Options)1. |
||
|---|---|---|
| Class | (a) Shares. (b) Options exercisable at $0.16 each on or before 31 May 2023 (Quoted CL8OB Options). |
|
| Number acquired | (a) 387,375 Shares. (b) 129,125 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 Rights Issue. |
|
| No. of securities held after change | Direct Nil. Indirect 903,875 Shares 26,666 Tranche 2 Unquoted Options 129,125 Quoted CL8OB Options 1,620,000 Executive 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 |
(a) Participation in Rights Issue. (b) Participation in Rights Issue. |
1 1,620,000 Executive Options (post-consolidation) are subject to satisfaction of performance conditions and vesting periods as set out in the ASX announcement released to the market on 20 October 2020.
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
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 applicable |
|---|---|
| Nature of interest | Not applicable |
| Name of registered holder (if issued securities) |
Not applicable |
| Date of change | Not applicable |
| 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 applicable |
| Interest disposed | Not applicable |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
Not applicable |
| Interest after change | Not applicable |
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 |
- 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 | Adrian Maxwell Bunter |
|---|---|
| Date of last notice | 29 December 2020 |
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 | Direct. |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Not applicable. |
| Date of change | 14 May 2021 |
| No. of securities held prior to change | 501,333 fully paid ordinary shares (Shares). 26,666 options exercisable at $0.375 each on or before 31 October 2022 (Tranche 2 Unquoted Options). |
| Class | (a) Shares. (b) Options exercisable at $0.16 each on or before 31 May 2023 (Quoted CL8OB Options). |
| Number acquired | (a) 156,250 Shares. (b) 52,083 Quoted CL8OB Options. |
| Number disposed | Nil. |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| 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 Rights Issue. |
|---|---|
| No. of securities held after change | 657,583 Shares. 26,666 Tranche 2 Unquoted Options. 52,083 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 |
(a) Participation in Rights Issue. (b) Participation in Rights Issue. |
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 applicable |
|---|---|
| Nature of interest | Not applicable |
| Name of registered holder (if issued securities) |
Not applicable |
| Date of change | Not applicable |
| 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 applicable |
| Interest disposed | Not applicable |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
Not applicable |
| Interest after change | Not applicable |
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 |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
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 | 29 December 2020 |
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 | 14 May 2021 | |
| No. of securities held prior to change | Direct Nil. _Indirect_1 14,002,645 fully paid ordinary shares (Shares). 871,388 options exercisable at $0.3750 each on or before 31 October 2022 (Tranche 2 Unquoted Options). |
1 MNA Family Holdings Pty Ltd ( MNA Holdings ) held 350,000 Shares and 17,500 Tranche 2 Unquoted 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) Options exercisable at $0.16 each on or before 31 May 2023 (Quoted CL8OB Options). |
|
|---|---|---|
| Number acquired | (a) 10,501,983 Shares. (b) 3,500,661 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 Rights Issue. |
|
| No. of securities held after change | Direct Nil _Indirect_2 24,504,628 Shares. 871,388 Tranche 2 Unquoted Options 3,500,661 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 |
(a) Participation in Rights Issue. (b) Participation in Rights Issue. |
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 | 11 May 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.
Appendix 3Y Page 2
01/01/2011
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 | Subscription for 4,617,200 Shares and 1,539,066 Quoted CL8OB Options under the Subscription Agreement. |
|
| Interest disposed | Not applicable | |
| 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 | Assuming all necessary approvals are received and subscription for securities pursuant to the Subscription Agreement: Direct Nil _Indirect_3 29,121,828 Shares. 871,388 Tranche 2 Unquoted Options 5,039,727 Quoted CL8OB Options. |
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 | 2 December 2020 |
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 | 14 May 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 11,091,433 Shares and 888,888 options exercisable at $0.3750 each on or before 31 October 2022 ( Tranche 2 Unquoted Options ) in Carly Holdings Limited. 3 Fully paid ordinary shares ( Shares ) and options exercisable at $0.16 each on or before 31 May 2023 ( Quoted CL8OB Options ). 4 SG Fleet acquired 8,318,574 Shares and 2,772,858 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 |
| Interest disposed | Not applicable |
5 $0.08 per Share and free-attaching options on a 1-for-3 basis under the Rights Issue. 6 SG Fleet holds 19,410,007 Shares, 888,888 Tranche 2 Unquoted Options and 2,772,858 Quoted CL8OB Options after the change. 7 Participation in Rights Issue. 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 11 May 2021.
12 Subscription for 3,567,925 Shares and 1,189,308 Quoted CL8OB Options under the Subscription Agreement.
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
Not applicable13 |
|---|---|
| Interest after change | Not applicable14 |
Part 3 –[+] Closed period
Were the interests in the No securities or contracts detailed above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance Not applicable provided to allow the trade to proceed during this period? If prior written clearance was Not applicable provided, on what date was this provided?
13 $0.08 per Share and free-attaching options on a 1-for-3 basis under the Subscription Agreement.
14 SG Fleet will hold 22,977,932 Shares, 888,888 Tranche 2 Unquoted Options and 3,962,166 Quoted CL8OB Options (assuming all necessary approvals are received and subscription for securities pursuant to the Subscription Agreement).
- 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 | 2 December 2020 |
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 | 14 May 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 11,091,433 Shares and 888,888 options exercisable at $0.3750 each on or before 31 October 2022 ( Tranche 2 Unquoted Options ) in Carly Holdings Limited. 3 Fully paid ordinary shares ( Shares ) and options exercisable at $0.16 each on or before 31 May 2023 ( Quoted CL8OB Options ). 4 SG Fleet acquired 8,318,574 Shares and 2,772,858 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 |
| Interest disposed | Not applicable |
5 $0.08 per Share and free-attaching options on a 1-for-3 basis under the Rights Issue. 6 SG Fleet holds 19,410,007 Shares, 888,888 Tranche 2 Unquoted Options and 2,772,858 Quoted CL8OB Options after the change. 7 Participation in Rights Issue. 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 11 May 2021.
12 Subscription for 3,567,925 Shares and 1,189,308 Quoted CL8OB Options under the Subscription Agreement.
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
Not applicable13 |
|---|---|
| Interest after change | Not applicable14 |
Part 3 –[+] Closed period
Were the interests in the No securities or contracts detailed above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance Not applicable provided to allow the trade to proceed during this period? If prior written clearance was Not applicable provided, on what date was this provided?
13 $0.08 per Share and free-attaching options on a 1-for-3 basis under the Subscription Agreement.
14 SG Fleet will hold 22,977,932 Shares, 888,888 Tranche 2 Unquoted Options and 3,962,166 Quoted CL8OB Options (assuming all necessary approvals are received and subscription for securities pursuant to the Subscription Agreement).
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3