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COMPLII FINTECH SOLUTIONS LTD — Major Shareholding Notification 2021
Nov 2, 2021
64639_rns_2021-11-02_a815ca0e-14e1-4112-8289-8d4533b105dc.pdf
Major Shareholding Notification
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Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial shareholder
| To: | Company name/ Scheme | COMPLII FINTECH SOLUTIONS LTD |
|---|---|---|
| ACN/ ARSN | 098 238 585 | |
| 1. Details of substantial holder (1) | ||
| Name | HERBERT GAVIN SOLOMON | |
| ACN/ ARSN (if applicable) | NOT APPLICABLE | |
| The holder became substantial on | 03/11/2021 |
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 shareh
| Class securities 10. -------------------------------------- |
cunues | votes erson. |
-61 Vounc 'ower ----------------------- --------- |
|---|---|---|---|
| 21 I I PAII 11 N A R Y |
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,502 -04 14 |
4.502 014 --------------------------------------- |
6.68% |
3. Details in relevant interests
The nature of, a relevant interest of 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:
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
|---|---|---|
| MR HERBERT GAVIN SOLOMON | DIRECTLY HELD | 69,738 FULLY PAID ORDINARY SHARES |
| CONRAD CORPORATION PTY LIMITED |
INDIRECTLY HELD | 25,684,852 FULLY PAID ORDINARY SHARES |
| CONRAD CORPORATION PTY LIMITED |
INDIRECTLY HELD | 213,826 FULLY PAID ORDINARY SHARES |
| PANCHO (NSW) PTY LIMITED <gavsol SUPER FUND A/C></gavsol |
INDIRECTLY HELD | 1.046.086 FULLY PAID ORDINARY SHARES |
4. Details of present registered holders
The persons registered as holders of the securities referred to in 3 paragraph 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 |
|---|---|---|---|
| MR HERBERT GAVIN SOLOMON | MR HERBERT GAVIN SOLOMON | MR HERBERT GAVIN SOLOMON | 69,738 FULLY PAID ORDINARY SHARES |
| CONRAD CORPORATION PTY LIMITED <conrad discretionaryAIC> |
CONRAD CORPORATION PTY LIMITED <conrad DISCRETIONARY A/C></conrad |
CONRAD CORPORATION PTY LIMITED <conrad discretionaryAIC> |
25,684,852 FULLY PAID ORDINARY SHARES |
| CONRAD CORPORATION PTY LIMITED <h g="" solomonDISCRETIONARY A/C> |
CONRAD CORPORATION PTY LIMITED <h g="" solomonDISCRETIONARY A/C> |
CONRAD CORPORATION PTY LIMITED <h b="" g="" solomon<=""> DISCRETIONARY A/C> |
213,826 FULLY PAID ORDINARY SHARES |
| PANCHO (NSW) PTY LIMITED |
PANCHO (NSW) PTY LIMITED |
PANCHO (NSW) PTY LIMITED |
1,046,086 FULLY PAID ORDINARY SHARES |
5. Consideration
The persons registered as holders of the securities referred to in 3 paragraph above are as follows:
| Holder of relevant interest | Date of acquisition | Consideration (9) | Class and number of securities | |
|---|---|---|---|---|
| Cash | Non-cash | |||
| MR HERBERT GAVIN SOLOMON | 3 NOVEMBER 2021 | SEE NOTE 1 | 69,738 FULLY PAID ORDINARY SHARES | |
| CONRAD CORPORATION PTY LIMITED |
3 NOVEMBER 2021 | SEE NOTE 1 | 25.684.852 FULLY PAID ORDINARY SHARES | |
| CONRAD CORPORATION PTY LIMITED |
3 NOVEMBER 2021 | SEE NOTE 1 | 213,826 FULLY PAID ORDINARY SHARES | |
| PANCHO (NSW) PTY LIMITED <gavsol SUPER FUND A/C></gavsol |
3 NOVEMBER 2021 | SEE NOTE 1 | 1,046,086 FULLY PAID ORDINARY SHARES |
Note 1: These shares were issued in consideration for the off-market takeover offer all of the fully paid ordinary shares on issue in PrimaryMarkets Limited (ACN 136 368 244).
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial shareholder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association | |
|---|---|---|
| CONRAD CORPORATION PTY LIMITED |
DIRECTOR, SHAREHOLDER AND BENEFICIARY OF THE TRUST | |
| CONRAD CORPORATION PTY LIMITED <h b="" g<=""> SOLOMON DISCRETIONARY A/C> |
DIRECTOR, SHAREHOLDER AND BENEFICIARY OF THE TRUST | |
| PANCHO (NSW) PTY LIMITED <gavsol< b=""> SUPER FUND A/C></gavsol<> |
DIRECTOR, SHAREHOLDER AND BENEFICIARY OF THE SUPERANNUATION FUND |
|
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address | |
|---|---|---|
| CONRAD CORPORATION PTY LIMITED |
PO BOX 676 MITTAGONG NSW 2575 | |
| CONRAD CORPORATION PTY LIMITED <h gSOLOMON DISCRETIONARY A/C> | PO BOX 676 MITTAGONG NSW 2575 | |
| PANCHO (NSW) PTY LIMITED <gavsol SUPER FUND A/C></gavsol |
PO BOX 676 MITTAGONG NSW 2575 |
| Signature | print name | HEREERT GAVIN SOLOMON | capacity | lo | ||
|---|---|---|---|---|---|---|
| sign here | Ш | date | ||||
| DIRECTIONS |
- If there are a number of substantial holders with similator 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 anne $(1)$ 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.
- See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
- $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
- The voting shares of a company constitute one class unless divided into separate classes. $(4)$
- 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. $(5)$
- The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
- $(7)$ Include details of:
- 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 $(a)$ 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
- 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 $(b)$ 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.
- 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". $(8)$
- Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive $(9)$ 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.