COVENTRY GROUP LIMITED — Major Shareholding Notification 2014

Jun 18, 2014

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

Coventry Group Limited (ASX:CYG) To: Company Name/Scheme

ACN 008 670 102 ACN/ARSN

1. Details of substantial holder (1)
Name	Dorsett Investments Pty Ltd
ACN/ARSN (if applicable)	ACN 008 676 819

The holder became a substantial holder on 17 June 2014

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)
Ordinary Shares	2.973,776	776. . --- . .	7.8% _
			.

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:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Sandon Capital Pty Ltd	Power to exercise (or to control) voting power and dispose of securities as investment manager of Sandon Capital Activist Fund.	1,617,116
	Sandon Capital Activist Institutional Fund and Sandon Capital Investments Limited
Fundhost Limited as trustee of Sandon Capital Activist Fund	National Nominees Ltd as custodian for Sandon Capital Activist Fund	92.950
Fundhost as trustee of Sandon Capital Activist Institutional Fund	National Nominees Ltd as custodian for Sandon Capital Activist Institutional Fund	625.865
Sandon Capital Investments Limited	One Managed Investments Limited as custodian for Sandon Capital Investments Limited	898.301
Dorsett Investments Ptv Ltd	Registered holder	1.356,660

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 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
Sandon Capital Pty Ltd and Fundhost Ltd as trustee of Sandon Capital Activist Fund	National Nominees	Fundhost Ltd as trustee of Sandon Capital Activist Fund	92.950
Sandon Capital Pty Ltd and Fundhost Ltd as trustee of Sandon Capital Activist Institutional Fund	National Nominees	Fundhost Ltd as trustee of Sandon Capital Activist Institutional Fund	625 865
Sandon Capital Pty Ltd and Sandon Capital Investments Limited	One Managed Investments Limited	Sandon Capital Investments I imited	898 301
Dorsett Investments Pty Ltd	Dorsett Investments Pty Ltd	Dorsett Investments Ptv Ltd	1.356.660

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:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
Sandon Capital Pty Ltd and Fundhost Ltd as trustee of Sandon Capital Activist Fund	5/2/14-16/6/14	Cash \$102.094	Non-cash	38.258
Sandon Capital Pty Ltd and Fundhost Ltd as trustee of Sandon Capital Activist Institutional Fund	12/2/14-16/6/14	\$1,128,562		424,478
Sandon Capital Pty Ltd and Sandon Capital Investments Limited	5/2/14-16/6/14	\$824.328		301.474

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
Sandon Capital Pty Ltd ACN 130 853 691	Relevant agreement with respect to the affairs of the Company as detailed in Annexure A
- Dorsett Investments Ptv Ltd ACN 008 676 819	Relevant agreement with respect to the affairs of the Company as detailed in Annexure A

7. Addresses

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

_____ Name	Address
Sandon Capital Pty Ltd	Level 11, 139 Macquarie Street, Sydney NSW, 2000
Sandon Capital Investments Limited	Level 11, 139 Macquarie Street, Sydney NSW, 2000
Fundhost Limited	Suite 1, Level 9, 70 Castlereagh Street, Sydney, NSW, 2000
Dorsett investments Pty Ltd	36 Simpson Avenue, Bunbury, WA, 6230

Signature

print name	Lor na Dorsett	Director capacity
sign here	A . . aeacht المحتور	date -1-1

DIRECTIONS

• $(1)$ 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.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $(?)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $\langle 4 \rangle$ The voting shares of a company constitute one class unless divided into separate classes.
• 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 $(5)$ relevant interest in.
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

Annexure A - This is a true copy of the original letter dated 17 June 2014

Signed: Lorna Dorsett $\lambda$ Deaders

SANDON CAPITAL Sandon Capital Pty Ltd 1380 分段 1385 年 and in Level 11 139 Macquarie Street Sydney NSW 2000

17 June 2014

Mrs Lorna Dorsett Dorsett Investments Pty Ltd 59 Forrest Avenue Bunbury WA 6230

By email: lorna@dorsett.com.au

Dear Lorna

Coventry Group Limited (ASX: CYG) - Proposed board changes

We confirm that funds managed by Sandon Capital Pty Ltd (Sandon) currently hold 1,592,785 approximately 4.1% of the issued shares in CYG.

We understand that Oorsett Investments Pty Ltd (Dorsett Investments) holds 1,356,660 shares representing approximately 3.6% of CYG. Should Sandon and Dorsett Investments co-operate they can requisition a general meeting of CYG shareholders under section 249D of Corporations Act.

The sole purpose of this letter is to set out the terms upon which Sandon and Dorsett Investments would agree to act in concert with respect to the composition of the board of CYG. Those activities would see Sandon (and associated Sandon managed funds) and Dorsett Investments become associates solely for the purposes of:

• $\triangleright$ entering into a relevant agreement for the purpose of controlling or influencing the composition of CYG's board (by agreeing to requisition a CYG shareholders meeting); and
• agreeing how to vote at any meeting of CVG which is called with respect to the composition of the ÷. CYG board.

In this regard, it is proposed that Sandon and Dorsett would collectively requisition a meeting of shareholders of CYG and seek the appointment of new directors and the removal of some of the current directors (as thought appropriate at the time of the requisition).

If you wish to enter into a relevant agreement as to the appointment and removal of directors please countersign this letter.

Neither Sandon nor Dorsett Investments wishes to enter into any other relevant agreement with respect to any other matter relevant to CYG's affairs and they should not be considered as associates for any other nuroose.

Each of Sandon and Dorsett Investments retain the absolute discretion to act as they choose with respect to any other matter relating to CYG including, but limited to, the manner in which they may vote on any other resolution considered by CYG shareholders.

Yours sincerely

Gabriel Radzyminski Sandon Capital Pty Ltd

I agree to the arrangements set out above.

Authorised signatory: 4 Deolled

LORNA DORSETT