CLUEY LTD — Major Shareholding Notification 2020

Dec 10, 2020

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ASX Release

Friday, 11 December 2020

Notice of initial substantial holder

Cluey Ltd (ASX: CLU) ( Cluey or Company ) encloses a copy of a Form 603 ‘Notice of initial substantial shareholder’ ( Form 603 ) which is being filed with ASX to notify the market of Cluey’s technical relevant interest in 40,431,327 fully paid ordinary shares which arises by virtue of the voluntary escrow arrangements which were entered into between Cluey and certain of its shareholders as part of its initial public offering ( IPO ).

Yours sincerely

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Greg Fordred Company Secretary Cluey Ltd

For enquiries please contact:

Investors

Mark Rohald Greg Fordred CEO Company Secretary investor.relations@clueylearning.com investor.relations@clueylearning.com

ABOUT CLUEY

Cluey is an innovative, ASX-listed Edtech company that combines education, technology and data to deliver quality education outcomes and an enhanced experience for students. With a tested and proven business model and technology platform, strong growth in customers and high satisfaction scores, Cluey is looking to further scale and grow, as well as potentially explore international expansion. Cluey has a highly experienced management team and Board with a track record of building successful education businesses and is supported by an Independent Education Advisory Board comprising five eminent independent education sector thought leaders.

Cluey has been recognised in the prestigious HolonIQ inaugural list of most innovative Edtech companies in Australia.

603 page 1/2 15 July 2001

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme

Cluey Ltd ( Cluey )

ACN/ARSN

644 675 909

1. Details of substantial holder (1)

Name Cluey ACN/ARSN (if applicable) 644 675 909

The holder became a substantial holder on 09 / 12 / 2020

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)
FPO	40,431,327	40,431,327	33.8%

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:

r are as follows:	r are as follows:
Holder of relevant interest		Nature of relevant interest(7)		Class and number of securities
Cluey		Restrictions on disposal of shares under voluntary escrow arrangements disclosed in Cluey's prospectus dated 23 October 2020 technically give Cluey a relevant interest in its own shares under section 608(1)(c) of the_Corporations Act 2001_ (Cth). Cluey has no right to acquire these shares or to control the voting rights attaching to these shares.		40,431,327 FPO
resent registered holders istered as holders of the securities referred to inparagraph 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
Cluey	Those persons listed in Annexure A		Those persons listed in Annexure A		40,431,327 FPO

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

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:

ntial holder, is as follows:
Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Cluey	9/12/2020	N/A		40,431,327 FPO

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
NA
f persons named in this form are as follows:
Name	Address
Cluey Ltd	Level 8, 51 Pitt Street, Sydney, NSW, 2000

7. Addresses

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

Signature

print name capacity Company Secretary
sign hereGreg Fordred date 11/12/2020
DIRECTIONS
er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
paragraph 7 of the form.
f "associate" in section 9 of the Corporations Act 2001.
f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
of a company constitute one class unless divided into separate classes.
f votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a
divided by the total votes in the body corporate or scheme multiplied by 100.
nt agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any
setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
cation of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
f "relevant agreement" in section 9 of the Corporations Act 2001.
older is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”
deration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or
ed to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a
ils must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
y to the person from whom the relevant interest was acquired.

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and 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 7 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 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.

• (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) Details of the consideration must include any and all benefits, moneys 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 of 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.

This is Annexure A referred to in the Form 603 ‘ Notice of initial substantial holder ’ for Cluey Ltd ACN 644 675 909. The following parties entered into voluntary escrow deeds in respect of the restricted securities noted below:

#	Name	Restricted Securities	Release date
1	Mistdean Pty Ltd	4,112,501	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
2	Rohald Pty Ltd	833,333	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
3	Sarwill Pty Ltd	3,289,521	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
4	Dufus Pty Ltd	3,253,682	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.

#	Name	Restricted Securities	Release date
5	Shreg Pty Ltd	708,331	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
6	GSF No1 Pty Ltd	541,667	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
7	Gregory Fordred	1	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
8	Owlephant Pty Ltd	1,080,840	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
9	BT McDougall Pty Ltd	649,639	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E

#	Name	Restricted Securities	Release date
			and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
10	D&L Super Find	366,246	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
11	Keirhys Family Trust	366,246	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
12	Quartet Education (SPV) Pty Ltd ATF The Cluey Investor Trust	540,420	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
13	Hashley Investments Pty Ltd ATF the Hashley Unit Trust	547,438	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E

#	Name	Restricted Securities	Release date
			and annual financial report for the year ending 30 June 2021.
14	Quartet Education (SPV) Pty Ltd ATF Quartet Education Holdings Employee Option Share Trust	1,530,065	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
15	Allectus Capital Limited	1,414,564	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2020
		2,829,128	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
		1,414,564	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2021.
16	Thistle Custodians Pty Ltd	1,406,077	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2020
		2,277,422	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.

#	Name	Restricted Securities	Release date
		1,406,077	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2021.
17	58 Jarque Pty Ltd	155,602	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2020
		311,204	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
		155,602	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2021.
18	Jasforce Pty Ltd	67,899	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2020
		112,549	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
		67,899	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2021.
19	Urban Land Nominees Pty Ltd	67,899	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2020
		112,549	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E

#	Name	Restricted Securities	Release date
			and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
		67,899	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2021.
20	Starcask Pty Ltd	3,309,216	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
21	Agincourt Investments Pty Ltd	475,000	The commencement of trading on the trading day immediately after the earlier of: • the date on which the Company releases to ASX its Appendix 4E and preliminary final report for the year ending 30 June 2021; and • the date on which the Company releases to ASX its Appendix 4E and annual financial report for the year ending 30 June 2021.
22	Milford Private Equity II LP	1,980,390	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2020
		1,872,556	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2021.
23	Acorn Capital Investment Fund Limited - BNP Paribas Nominees Pty Ltd	167,920	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2020
		158,777	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2021.

#	Name	Restricted Securities	Release date
24	Australian Microcap Investments Pty Limited as trustee for the Microcap Investment Trust 3 - BNP Paribas Nominees Pty Ltd	173,679	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2020
		164,222	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2021.
25	Acorn Capital Expansion Fund LP	717,442	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2020
		678,376	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2021.
26	Acorn Capital Private Opportunities Fund LP	311,772	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2020
		294,775	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2021.
27	Media Super Limited - BNP Paribas Nominees Pty Ltd	226,331	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2020
		214,007	The commencement of trading on the trading day immediately after the Company releases to ASX its Appendix 4D and financial statements for the half year ending 31 December 2021.
	TOTAL	40,431,327