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COMMS GROUP LTD — Major Shareholding Notification 2022
Aug 9, 2022
64618_rns_2022-08-09_3440d6dc-9d51-408f-91fe-e9a23b8e077a.pdf
Major Shareholding Notification
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Form 605 Corporations Act 2001 Section 671B
Notice of ceasing to be a substantial holder
To Company Name/Scheme Comms Group Limited ( CCG ) ACN/ARSN 619 196 539
1. Details of substantial holder (1)
| Form 605Corporations Act 2001Section 671BNotice of ceasing to be a substantial holder | Form 605Corporations Act 2001Section 671BNotice of ceasing to be a substantial holder | Form 605Corporations Act 2001Section 671BNotice of ceasing to be a substantial holder | Form 605Corporations Act 2001Section 671BNotice of ceasing to be a substantial holder | Form 605Corporations Act 2001Section 671BNotice of ceasing to be a substantial holder | Form 605Corporations Act 2001Section 671BNotice of ceasing to be a substantial holder | Form 605Corporations Act 2001Section 671BNotice of ceasing to be a substantial holder | Form 605Corporations Act 2001Section 671BNotice of ceasing to be a substantial holder |
|---|---|---|---|---|---|---|---|
| Notice of ceasi | ng to be a substantial | older | |||||
| ToCompany Name/SchemeComms Group Limited(CCG)ACN/ARSN619 196 5391. Details of substantial holder (1) | |||||||
| me/SchemeComms Group Limited(CC | G) | ||||||
| 619 196 539 | |||||||
| NameComms Group LimitedACN/ARSN (if applicable)619 196 539The holder ceased to be asubstantial holder on29 July2022The previous notice was given to the company on29 January2021The previous notice was dated29 January20212. Changes in relevant interestsParticulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company orscheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:Date ofchangePerson whoserelevant interestchangedNature ofchange (4)Considerationgiven in relationto change (5)Class (6) andnumber ofsecuritiesaffectedPerson’s votesaffectedSee Annexure A3. Changes in associationThe persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder inrelation to voting interests in the company or scheme are as follows:Name and ACN/ARSN(if applicable)Nature of associationN/AN/A4. AddressesThe addresses of persons named in this form are as follows:NameAddress | Comms Group Limited | ||||||
| 619 196 539 | |||||||
| ed to be a | |||||||
| r on | 29 July2022 | ||||||
| ice was given to the company on | 29 January2 | 021 | |||||
| ice was dated | 29 January | 021 | |||||
| CCGLevel 6,56 Clarence Street,Sydney,New South Wales 2000Nashar(as defined in Annexure A)Level 16,1 Market Street,Sydney,New South Wales 2000GMNM(as defined in Annexure A)6 KapyongStreet,Belrose,New South Wales 2085Manion(as defined in Annexure A)29 Iona Avenue,North Rocks,New South Wales 2151Kylie.co.nz(as defined in Annexure A)2 Auburn Street,Takapuna,Auckland,0622 New ZealandPesca(as defined in Annexure A)Level 34,100 Miller Street,North Sydney,New South Wales 2060Cecpam(as defined in Annexure A)176 Dath Henderson Road,Lake Macdonald,Queensland 4563 |
| Name | Address |
|---|---|
| CCG | Level 6,56 Clarence Street,Sydney,New South Wales 2000 |
| Nashar(as defined in Annexure A) | Level 16,1 Market Street,Sydney,New South Wales 2000 |
| GMNM(as defined in Annexure A) | 6 KapyongStreet,Belrose,New South Wales 2085 |
| Manion(as defined in Annexure A) | 29 Iona Avenue,North Rocks,New South Wales 2151 |
| Kylie.co.nz(as defined in Annexure A) | 2 Auburn Street,Takapuna,Auckland,0622 New Zealand |
| Pesca(as defined in Annexure A) | Level 34,100 Miller Street,North Sydney,New South Wales 2060 |
| Cecpam(as defined in Annexure A) | 176 Dath Henderson Road,Lake Macdonald,Queensland 4563 |
Legal/79493275_2
Signature
capacity Company Secretary
print name Andrew Metcalfe
sign here
==> picture [115 x 27] intentionally omitted <==
date 5 August 2022
DIRECTIONS
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(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 4 of the form.
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(2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
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(3) See the definition of "associate" in section 9 of the Corporations Act 2001.
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(4) Include details of:
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(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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
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(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).
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See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
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(5) 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.
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(6) The voting shares of a company constitute one class unless divided into separate classes.
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(7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Legal/79493275_2
ANNEXURE A
Comms Group Limited (ACN 619 196 539)
This is Annexure A of one (1) page referred to in Form 605 (Notice of ceasing to be a substantial holder)
2. Changes in relevant interests
| Date ofchange | Personwhoserelevantinterestchanged | Nature of change | Considerationgiven inrelation tochange | Class and numberof securitiesaffected | Person’s votesaffected |
|---|---|---|---|---|---|
| 25 February2022 | CCG | Ceasing to hold a relevant interest for the purposes ofsection 671B of the_Corporations Act 2001_(Cth)pursuant to ASIC Instrument 21-0031 in the50,082,806 Shares the subject of voluntary escrowarrangements and held by:1. Nashar Pty Limited ACN 071 435 231 astrustee for the Ryan O'Hare Family No. 2Discretionary Trust ABN 88 592 272 398(Nashar) – 20,729,650 Shares;2. GMNM Consulting Pty Ltd ACN 128 913 673as trustee for the GMNM Consulting TrustABN 97 340 189 395 (GMNM) – 9,377,864Shares;3. Mark Lawrence Manion (Manion) –15,668,161 Shares;4. Annette Sylvia Presley and ProfessionalTrustees Limited NZCN 2317528 as jointtrustees for the Kylie.co.nz Trust IRD number083-847-123 (Kylie.co.nz) – 2,100,432Shares;5. Pesca Holdings Pty Limited ACN 003 822 384as trustee for OHare Family Trust ABN 73 878239 791 (Pesca) – 566,830 Shares; and6. Cecpam Pty Ltd ACN 160 608 266 as trusteefor the Karen Jones Superfund ABN 86 371394 224 (Cecpam) – 1,639,869 Shares. | Not applicable | 50,082,806 Shares | 50,082,806 |
| 29 July 2022 | CCG | Ceasing to hold a relevant interest for the purposes ofsection 671B of the_Corporations Act 2001_(Cth)pursuant to ASIC Instrument 21-0031 in the20,729,650 Shares held by Nashar and the subject ofvoluntary escrow arrangements. | Not applicable | 20,729,650 Shares | 20,729,650 |
SIGNATURE
Andrew Metcalfe [insert] Print name Date
Sign here
Legal/79493275_2