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CRITICAL RESOURCES LIMITED — Major Shareholding Notification 2016
Jul 21, 2016
64708_rns_2016-07-21_bd96136a-293b-4266-8f85-0df0ca46939d.pdf
Major Shareholding Notification
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21 July 2016
ASX Market Announcements Office Australian Securities Exchange Level 40, Central Park 152-158 St Georges Terrace PERTH WA 6000
Dear Sir/Madam
Substantial Holding Notices for Sovereign Gold Company Limited ACN 145 184 667 (Company )
Patrick Glovac, Murdoch Capital Pty Ltd and Kcirtap Securities Pty Ltd refer to the orders made by the Takeovers Panel on 18 July 2016 (TP16/51) ( Orders ) in respect of a finding of association between Patrick Glovac, Rocco Tassone, Charles Thomas and Applabs Technologies Limited ( Associated Parties ).
In compliance with paragraph 9 of the Orders, please find enclosed the following substantial holder notices relating to historical acquisitions and disposals of shares in the Company:
-
(a) a notice of initial substantial holder relating to the Associated Parties obtaining a substantial holding in the Company of 8.66% on 10 July 2015;
-
(b) a notice of ceasing to be a substantial holder relating to the Associated Parties ceasing to have a substantial holding in the Company on 8 September 2015;
-
(c) a notice of initial substantial holder relating to the Associated Parties obtaining a substantial holding in the Company of 6.33% on 3 December 2015; and
-
(d) a notice of change of interests of substantial holder relating to the Associated Parties increasing their substantial holding in the Company to the current level of 21.08%.
Furthermore, please find enclosed a share transfer form dated 7 December 2015, which contains the details of Murdoch Capital Pty Ltd’s off -market acquisition of 12,166,667 shares in the Company from Hudson Resources Limited.
Yours faithfully
==> picture [69 x 39] intentionally omitted <==
Patrick Glovac
FORM 603
Notice of initial substantial holder
Corporations Act 2001 Section 671B
To Company Name/Scheme Sovereign Gold Company Limited ( SOC )
ACN/ARSN 145 184 667
1. Details of substantial holder (1)
Name Patrick Glovac ACN/ARSN (if applicable) N/A
The holder became a substantial holder on 10/07/2015
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 are as follows:
| Class of securities (4) | Number of securities | Person’s votes (5) | Voting Power (6) |
|---|---|---|---|
| Ordinary shares | 82,500,000 | 82,500,000 | 8.66% |
3. Details of relevant interests
The nature of the relevant interest or the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder as follows:
| Holder of relevant interest | Nature of relevant(7) | Class and number of securities |
|---|---|---|
| Patrick Glovac | Patrick Glovac controls Murdoch Capital Pty Ltd |
Ordinary shares 42,500,000 |
| Murdoch Capital Pty Ltd (Murdoch) |
Registered holder of shares acquired under a rights issue |
Ordinary shares 42,500,000 |
| Applabs Technologies Ltd (Applabs) |
Registered holder of shares acquired under a rights issue |
Ordinary shares 40,000,000 |
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 a holder |
Class and number of securities |
|---|---|---|---|
| � Patrick Glovac � Murdoch |
Murdoch | Murdoch | Ordinary shares 42,500,000 |
| � Patrick Glovac � Applabs |
Applabs | Applabs | Ordinary shares 40,000,000 |
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) | Consideration (9) | Class and number of securities |
|---|---|---|---|---|
| Cash | Non-cash | |||
| Murdoch | 10 July 2015 | $85,000 | - | 42,500,000 |
| Applabs | 10 July 2015 | $80,000 | - | 42,000,000 |
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 |
|---|---|
| Murdoch | Patrick Glovac holds 100% of the issued capital in Murdoch. |
| Kcirtap Securities Pty Ltd (Kcirtap) |
Patrick Glovac holds 100% of the issued capital in Kcirtap. |
| Applabs | Applabs had an agreement, arrangement or understanding with Patrick Glovac, Rocco Tassone and Charles Thomas for the purpose of controlling or influencing the composition of the board of SOC and is associated under s 12(2)(b) of the Corporations Act. Alternatively, Applabs is acting in concert with Patrick Glovac, Rocco Tassone and CharlesThomas in relation to SOC’s affairs and is associated with them under s12(2)(c)of the Corporations Act. |
| Rocco Tassone | Patrick Glovac, Rocco Tassone and Charles Thomas had a shared goal of achieving control of the board of SOC, and an agreement, arrangement or understanding for the purpose of controlling or influencing the composition of the board of SOC and are associated under s 12(2)(b) of the Corporations Act. Alternatively, Patrick Glovac, Rocco Tassone and Charles Thomas are acting in concert in relation to SOC’s affairs and are associated under 12(2)(c) of the Corporations Act. |
| Syracuse Securities Pty Ltd (Syracuse) |
Rocco Tassone holds 100% of the issued capital in Syracuse. |
| Charles Thomas | Patrick Glovac, Rocco Tassone and Charles Thomas had a shared goal of achieving control of the board of SOC, and an agreement, arrangement or understanding for the purpose of controlling or influencing the composition of the board of SOC and are associated under s 12(2)(b) of the Corporations Act. Alternatively, Patrick Glovac, Rocco Tassone and Charles Thomas are acting in concert in relation to SOC’s affairs and are associated under 12(2)(c) of the Corporations Act. |
| Mounts Bay Investments Pty Ltd (MBI) |
Charles Thomas holds 100% of the issued capital in MBI. |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Patrick Glovac | 81B Kintail Road, Applecross WA 6153 |
| Murdoch | 81B Kintail Road, Applecross WA 6153 |
| Kcirtap | 81B Kintail Road, Applecross WA 6153 |
| Rocco Tassone | Suite 7, 234 Churchill Ave, Subiaco WA 6008 |
| Syracuse | c/- DLC Accounting, Suite 6, 16 Main Street, Osborne Park WA 6017 |
| Charles Thomas | c/- 3 Calver Place, City Beach WA 6015 |
| MBI | c/- 3 Calver Place, City Beach WA 6015 |
| Applabs | c/- Suite 7, 234 Churchill Avenue, Subiaco WA 6008 |
Signature
Mr Patrick Glovac
Mr Patrick Glovac Director Print name capacity Sign here date 22nd July 2016/ /
Directions
-
If there are a number of substantial holders with similar or related relevant interests (e.g. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be include 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.
-
Se e the definition of “associate” in section 9 of the Corporations Act 2001.
-
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.
-
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.
-
The person’s votes divided by the total votes in the body corpora te or scheme multiplied by 100.
-
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 Corporation s Act.
-
If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write “unknown”.
-
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 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.
FORM 605
Corporations Act 2001 Section 671B
Notice of ceasing to be a substantial holder
To Company Name/Scheme Sovereign Gold Company Limited ( SOC ) ACN/ARSN 145 184 667
1. Details of substantial holder (1)
Name Patrick Glovac ACN/ARSN (if applicable) N/A
The holder ceased to be a substantial holder on 08/09/2015 The previous notice was given to the 22/07/2016 company on 22/07/2016 The previous notice was dated
2. Changes in relevant interests
Particulars 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 or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
| Date of change | Person whose relevant interest changed |
Nature of change (6) | Consideration given in relation to change(7) |
Class and number of securities |
Person’s votes affected |
|---|---|---|---|---|---|
| 28 Jul 2015 | Murdoch Capital Pty Ltd (Murdoch) |
On-market disposal by Murdoch |
$37,895.50 | Ordinary shares 9,500,000 |
9,500,000 |
| 29 Jul 2015 | Murdoch | On-market disposal by Murdoch |
$1,994.50 | Ordinary shares 500,000 |
500,000 |
| 03 Aug 2015 | Murdoch | On-market disposal by Murdoch |
$11,928.50 | Ordinary shares 4,000,000 |
4,000,000 |
| 03 Aug 2015 | Applabs Technologies Ltd (Applabs) |
On-market disposal by Applabs |
$13,351.50 | Ordinary shares 4,500,000 |
4,500,000 |
| 04 Aug 2015 | Murdoch | On-market disposal by Murdoch |
$5,972.50 | Ordinary shares 2,000,000 |
2,000,000 |
| 04 Aug 2015 | Applabs | On-market disposal by Applabs |
$26,018.00 | Ordinary shares 8,724,995 |
8,724,995 |
| 05 Aug 2015 | Applabs | On-market disposal by Applabs |
$8,260.91 | Ordinary shares 2,775,005 |
2,775,005 |
| Date of change | Person whose relevant interest changed |
Nature of change (6) | Consideration given in relation to change(7) |
Class and number of securities |
Person’s votes affected |
|---|---|---|---|---|---|
| 14 Aug 2015 | Murdoch | On-market disposal by Murdoch |
$1,407.01 | Ordinary shares 471,598 |
471,598 |
| 18 Aug 2015 | Murdoch | On-market disposal by Murdoch |
$2,473.32 | Ordinary shares 829,000 |
829,000 |
| 19 Aug 2015 | Murdoch | On-market disposal by Murdoch |
$2,088.45 | Ordinary shares 700,000 |
700,000 |
| 24 Aug 2015 | Murdoch | On-market disposal by Murdoch |
$238.88 | Ordinary shares 80,065 |
80,065 |
| 03 Sept 2015 | Murdoch | On-market disposal by Murdoch |
$89.50 | Ordinary shares 30,000 |
30,000 |
| 04 Sept 2015 | Murdoch | On-market disposal by Murdoch |
$596,70 | Ordinary shares 200,000 |
200,000 |
| 8 Sept 2015 | Murdoch | On-market disposal of 600,000 ordinary shares by Murdoch |
$1,790.10 | Ordinary shares 600,000 |
600,000 |
3. Changes in association The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
| Name and ACN/ARSN(if applicable) | Nature of association |
|---|---|
| Murdoch | Patrick Glovac holds 100% of the issued capital in Murdoch. |
| Kcirtap Securities Pty Ltd (Kcirtap) |
Patrick Glovac holds 100% of the issued capital in Kcirtap. |
| Applabs | Applabs had an agreement, arrangement or understanding with Patrick Glovac, Rocco Tassone and Charles Thomas for the purpose of controlling or influencing the composition of the board of SOC and is associated under s 12(2)(b) of the Corporations Act. Alternatively, Applabs is acting in concert with Patrick Glovac, Rocco Tassone and Charles Thomas in relation to SOC’s affairs and is associated with them under s12(2)(c)of the Corporations Act. |
| Rocco Tassone | Patrick Glovac, Rocco Tassone and Charles Thomas had a shared goal of achieving control of the board of SOC, and an agreement, arrangement or understanding for the purpose of controlling or influencing the composition of the board of SOC and are associated under s 12(2)(b) of the Corporations Act. Alternatively, Patrick Glovac, Rocco Tassone and Charles Thomas are acting in concert in relation to SOC’s affairs and are associated under 12(2)(c) of the Corporations Act. |
| Syracuse Securities Pty Ltd (Syracuse) |
Rocco Tassone holds 100% of the issued capital in Syracuse. |
|---|---|
| Charles Thomas | Patrick Glovac, Rocco Tassone and Charles Thomas had a shared goal of achieving control of the board of SOC, and an agreement, arrangement or understanding for the purpose of controlling or influencing the composition of the board of SOC and are associated under s 12(2)(b) of the Corporations Act. Alternatively, Patrick Glovac, Rocco Tassone and Charles Thomas are acting in concert in relation to SOC’saffairs and are associated under 12(2)(c) of the Corporations Act. |
| Mounts Bay Investments Pty Ltd (MBI) |
Charles Thomas holds 100% of the issued capital in MBI. |
4. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Patrick Glovac | 81B Kintail Road, Applecross WA 6153 |
| Murdoch | 81B Kintail Road, Applecross WA 6153 |
| Kcirtap | 81B Kintail Road, Applecross WA 6153 |
| Rocco Tassone | Suite 7, 234 Churchill Ave, Subiaco WA 6008 |
| Syracuse | c/- DLC Accounting, Suite 6, 16 Main Street, Osborne Park WA 6017 |
| Charles Thomas | c/- 3 Calver Place, City Beach WA 6015 |
| MBI | c/- 3 Calver Place, City Beach WA 6015 |
| Applabs | c/- Suite 7, 234 Churchill Avenue, Subiaco WA 6008 |
Signature
| Print name Sign here |
capacity Mr Patrick Glovac Director |
|---|---|
| date / / 22nd July 2016 |
|
DIRECTIONS
-
If there are a number of substantial holders with similar or related relevant interests (e.g. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be include 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 6 of the form.
-
Se e the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
-
See the definition of “associate” in section 9 of the Corporations Act 2001.
-
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.
-
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 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.
-
The voting shares of a company constitute one class unless divided into separate classes.
-
Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
FORM 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme Sovereign Gold Company Limited ( SOC )
ACN/ARSN 145 184 667
1. Details of substantial holder (1)
Name Patrick Glovac
ACN/ARSN (if applicable) N/A
The holder became a substantial holder on 03/12/2015
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 are as follows:
| Class of securities (4) | Number of securities | Person’s votes (5) | Voting Power (6) |
|---|---|---|---|
| Ordinary shares | 60,300,000 | 60,300,000 | 6.33% |
3. Details of relevant interests
The nature of the relevant interest or the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder as follows:
| Holder of relevant interest | Nature of relevant interest(7) | Class and number of securities |
|---|---|---|
| Kcirtap Securities Pty Ltd (Kcirtap) |
Registered holder of shares acquired on-market |
Ordinary shares 14,300,000 |
| Applabs Technologies Ltd (Applabs) |
Registered holder of shares acquired under a rights issue |
Ordinary shares 46,000,000 |
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 a holder |
Class and number of securities |
|---|---|---|---|
| Kcirtap | Kcirtap | Kcirtap | Ordinary shares 14,300,000 |
| Applabs | Applabs | Applabs | Ordinary shares 46,000,000 |
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) | Consideration (9) | Class and number of securities |
|---|---|---|---|---|
| � | Cash | Non-cash | ||
| � Patrick Glovac � Kcirtap |
03 December 2015 | $43,371.90 | - | Ordinary shares 14,300,000 |
| � Patrick Glovac � Applabs |
10 September 2015 | $139,463.51 | - | Ordinary shares 45,982,032 |
| � Patrick Glovac � Applabs |
27 November 2015 | $54.49 | - | Ordinary shares 17,968 |
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 |
|---|---|
| Murdoch | Patrick Glovac holds 100% of the issued capital in Murdoch. |
| Kcirtap Securities Pty Ltd (Kcirtap) |
Patrick Glovac holds 100% of the issued capital in Kcirtap. |
| Applabs | Applabs had an agreement, arrangement or understanding with Patrick Glovac, Rocco Tassone and Charles Thomas for the purpose of controlling or influencing the composition of the board of SOC and is associated under s 12(2)(b) of the Corporations Act. Alternatively, Applabs is acting in concert with Patrick Glovac, Rocco Tassone and Charles Thomas in relation to SOC’s affairs and is associated with them under s12(2)(c)of the Corporations Act. |
| Rocco Tassone | Patrick Glovac, Rocco Tassone and Charles Thomas had a shared goal of achieving control of the board of SOC, and an agreement, arrangement or understanding for the purpose of controlling or influencing the composition of the board of SOC and are associated under s 12(2)(b) of the Corporations Act. Alternatively, Patrick Glovac, Rocco Tassone and Charles Thomas are acting in concert in relation to SOC’s affairs and are associated under 12(2)(c) of the Corporations Act. |
| Syracuse Securities Pty Ltd (Syracuse) |
Rocco Tassone holds 100% of the issued capital in Syracuse. |
| Charles Thomas | Patrick Glovac, Rocco Tassone and Charles Thomas had a shared goal of achieving control of the board of SOC, and an agreement, arrangement or understanding for the purpose of controlling or influencing the composition of the board of SOC and are associated under s 12(2)(b) of the Corporations Act. Alternatively, Patrick Glovac, Rocco Tassone and Charles Thomas are acting in concert in relation to SOC’saffairs and are associated under 12(2)(c) of the Corporations Act. |
| Mounts Bay Investments Pty Ltd (MBI) |
Charles Thomas holds 100% of the issued capital in MBI. |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Patrick Glovac | 81B Kintail Road, Applecross WA 6153 |
| Murdoch | 81B Kintail Road, Applecross WA 6153 |
| Kcirtap | 81B Kintail Road, Applecross WA 6153 |
| Rocco Tassone | Suite 7, 234 Churchill Ave, Subiaco WA 6008 |
| Syracuse | c/- DLC Accounting, Suite 6, 16 Main Street, Osborne Park WA 6017 |
| Charles Thomas | c/- 3 Calver Place, City Beach WA 6015 |
| MBI | c/- 3 Calver Place, City Beach WA 6015 |
| Applabs | c/- Suite 7, 234 Churchill Avenue, Subiaco WA 6008 |
Signature
Mr Patrick Glovac
Director
| Mr Patrick Glovac Director |
|
|---|---|
| Print name Sign here |
capacity |
| date / / 22nd July 2016 |
Directions
-
If there are a number of substantial holders with similar or related relevant interests (e.g. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be include 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.
-
Se e the definition of “associate” in section 9 of the Corporations Act 2001.
-
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.
-
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.
-
The person’s votes divided by the total votes in the body corpora te or scheme multiplied by 100.
-
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 Corporation s Act.
-
If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write “unknown”.
-
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 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.
FORM 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme
Sovereign Gold Company Limited ( SOC )
ACN/ARSN
145 184 667
1. Details of substantial holder (1)
Name
Patrick Glovac
ACN/ARSN (if applicable) N/A
There was a change in the interests of the 04/12/2015 substantial holder on: The previous notice was given to the 22/07/2016 company on 22/07/2016 The previous notice was dated
2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| Class of securities (4) | Previous notice | Previous notice | Present Notice | Present Notice |
|---|---|---|---|---|
| Person’s votes | Voting Power (5) | Person’s votes | Voting Power (5) | |
| Ordinary shares | 60,300,000 | 6.33% | 294,715,998 | 21.08% |
3. Changes in relevant issues
Particulars for each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follow:
| Date of change | Person whose relevant interest changed |
Nature of change (6) | Consideration given in relation to change(7) |
Class and number of securities |
Person’s votes affected |
|---|---|---|---|---|---|
| 04 Dec 2015 | Murdoch Capital Pty Ltd (Murdoch) |
On-market acquisition of 20,903,751 ordinary shares by Murdoch |
$63,401.07 | Ordinary shares 20,903,751 |
20,903,751 |
| 04 Dec 2015 | Kcirtap Securities Pty Ltd (Kcirtap) |
On-market acquisition of 700,000 ordinary shares by Kcirtap |
$1,875.60 | Ordinary shares 700,000 |
700,000 |
| 07 Dec 2015 | Murdoch | Off-market acquisition of 96,249 ordinary |
$288.74 | Ordinary shares 96,249 |
96,249 |
| shares by Murdoch |
|||||
|---|---|---|---|---|---|
| 09 Dec 2015 | Murdoch | Off-market acquisition of 12,166,667 ordinary shares by Murdoch (see Annexure A) |
$34,091.00 | Ordinary shares 12,166,667 |
12,166,667 |
| 14 Dec 2015 | Syracuse Capital Pty Ltd (Syracuse) |
Off-market acquisition of 13,333,333 ordinary shares by Syracuse |
$40,000.00 | Ordinary shares 13,333,333 |
13,333,333 |
| 14 Dec 2015 | Syracuse | On-market acquisition of 3,289,843 ordinary shares by Syracuse |
$9,869.53 | Ordinary shares 3,289,843 |
3,289,843 |
| 14 Dec 2015 | Mounts Bay Investments Pty Ltd (MBI) |
Off-market acquisition of 10,000,000 ordinary shares by MBI |
$30,000.00 | Ordinary shares 10,000,000 |
10,000,000 |
| 15 Dec 2015 | Syracuse | On-market acquisition of 5,466,664 ordinary shares by Syracuse |
$16,399.99 | Ordinary shares 5,466,664 |
5,466,664 |
| 16 Dec 2015 | Syracuse | On-market acquisition of 15,012,721 ordinary shares by Syracuse |
$45,038.16 | Ordinary shares 15,012,721 |
15,012,721 |
| 17 Dec2015 | Syracuse | On-market acquisition of 1,133,333 ordinary shares by Syracuse |
$3,400.00 | Ordinary shares 1,133,333 |
1,133,333 |
| 18 Dec2015 | Syracuse | On-market acquisition of 97,439 ordinary shares by Syracuse |
$292.32 | Ordinary shares 97,439 |
97,439 |
| 18 Jan 2016 | MBI | On-market acquisition of 1,275,000 ordinary shares by MBI |
$3,846.04 | Ordinary shares 1,275,000 |
1,275,000 |
| 19 Jan 2016 | MBI | On-market acquisition of 1,730,191 ordinaryshares |
$5,219.12 | Ordinary shares 1,730,191 |
1,730,191 |
| by MBI | |||||
|---|---|---|---|---|---|
| 20 Jan 2016 | MBI | On-market acquisition of 156,000ordinary shares by MBI |
$470.57 | Ordinary shares 156,000 |
156,000 |
| 11 Apr 2016 | Murdoch | On-market acquisition of 12,000,000 ordinary shares by Murdoch |
$36,000.00 | Ordinary shares 12,000,000 |
12,000,000 |
| 12 Apr 2016 | Murdoch | On-market acquisition of 18,000,000 ordinary shares by Murdoch |
$54,000.00 | Ordinary shares 18,000,000 |
18,000,000 |
| 12 Apr 2016 | Kcirtap | On-market acquisition of 5,000,000 ordinary shares by Kcirtap |
$15,000.00 | Ordinary shares 5,000,000 |
5,000,000 |
| 12 Apr 2016 | MBI | On-market acquisition of 662,567 ordinary shares by MBI |
$2,097.70 | Ordinary shares 662,567 |
662,567 |
| 13 Apr 2016 | Kcirtap | On-market acquisition of 10,000,000 ordinary shares by Kcirtap |
$40,000.00 | Ordinary shares 10,000,000 |
10,000,000 |
| 13 Apr 2016 | MBI | On-market acquisition of 10,000,000 ordinary shares by MBI |
$40,120.93 | Ordinary shares 10,000,000 |
10,000,000 |
| 14 Apr 2016 | Syracuse | On-market acquisition of 11,406,509 ordinary shares by Syracuse |
$45,626,.04 | Ordinary shares 11,406,509 |
11,406,509 |
| 15 Apr 2016 | Syracuse | On-market acquisition of 1,494,725 ordinary shares by Syracuse |
$5,978.90 | Ordinary shares 1,494,725 |
1,494,725 |
| 25 May 2016 | Murdoch | Rights issue of 25,228,168 ordinary shares to Murdoch |
$75,684.50 | Ordinary shares 25,228,168 |
25,228,168 |
| 25 May 2016 | Kcirtap | Rights issue of 12,000,000 ordinary shares to Kcirtap |
$36,000.00 | Ordinary shares 12,000,000 |
12,000,000 |
| 25 May 2016 | Syracuse | Rights issue of 15,333,334 ordinary shares to Syracuse |
$46,000.00 | Ordinary shares 15,333,334 |
15,333,334 |
|---|---|---|---|---|---|
| 25 May 2016 | MBI | Rights issue of 9,529,504 ordinary shares to MBI |
$28,588.51 | Ordinary shares 9,529,504 |
9,529,504 |
| 25 May 2016 | Applabs | Rights issue of 18,400,000 ordinary shares to Applabs |
$55,200.00 | Ordinary shares 18,400,000 |
18,400,000 |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder(8) |
Nature of relevant interest (6) |
Class and number of securities |
Person’s votes |
|---|---|---|---|---|---|
| � Patrick Glovac � Murdoch |
Murdoch | Murdoch | Murdoch is the registered holder of the shares. Patrick Glovac holds 100% of the issued capital in Murdoch. |
Ordinary shares 88,298,586 |
88,394,835 |
| � Patrick Glovac � Kcirtap |
Kcirtap | Kcirtap | Kcirtap is the registered holder of the shares. Patrick Glovac holds 100% of the issued capital in Kcirtap. |
Ordinary shares 42,000,000 |
42,000,000 |
| � Syracuse � Rocco Tassone |
Syracuse | Syracuse | Syracuse has been deemed to be an associate of Patrick Glovacpursuant to a declaration by the Takeovers Panel under s6571A of the Corporations Act (2001) dated 11 July 2016. |
Ordinary shares 66,567,901 |
66,567,901 |
| � MBI � Charles Thomas |
MBI | MBI | MBI has been deemed to be an associate of Patrick Glovacpursuant to a declaration by the Takeovers Panel under s6571A of the Corporations Act (2001) dated 11 July 2016. |
Ordinary shares 33,353,262 |
33,353,262 |
| � Applabs Technologies Ltd (Applabs) |
Applabs | Applabs | Applabs has been deemed to be an associate of Patrick Glovacpursuant to a declaration by the Takeovers Panel under s6571A of the Corporations Act (2001) dated 11 July 2016. |
Ordinary shares 18,400,000 |
18,400,000 |
|---|---|---|---|---|---|
| � Applabs | Zero Nominees Pty Ltd |
Applabs | Zero Nominees Pty Ltd holds the shares as bare trustee on behalf of Applabs. |
Ordinary shares 46,000,000 |
46,000,000 |
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
| Name and ACN/ARSN(if applicable) | Nature of association |
|---|---|
| Murdoch | Patrick Glovac holds 100% of the issued capital in Murdoch. |
| Kcirtap | Patrick Glovac holds 100% of the issued capital in Kcirtap. |
| Applabs | Applabs had an agreement, arrangement or understanding with Patrick Glovac, Rocco Tassone and Charles Thomas for the purpose of controlling or influencing the composition of the board of SOC and is associated under s 12(2)(b) of the Corporations Act. Alternatively, Applabs is acting in concert with Patrick Glovac, Rocco Tassone and Charles Thomas in relation to SOC’s affairs and is associated with them under s12(2)(c)of the Corporations Act. |
| Rocco Tassone | Patrick Glovac, Rocco Tassone and Charles Thomas had a shared goal of achieving control of the board of SOC, and an agreement, arrangement or understanding for the purpose of controlling or influencing the composition of the board of SOC and are associated under s 12(2)(b) of the Corporations Act. Alternatively, Patrick Glovac, Rocco Tassone and Charles Thomas are acting in concert in relation to SOC’s affairs and are associated under 12(2)(c) of the Corporations Act. |
| Syracuse | Rocco Tassone holds 100% of the issued capital in Syracuse. |
| Charles Thomas | Patrick Glovac, Rocco Tassone and Charles Thomas had a shared goal of achieving control of the board of SOC, and an agreement, arrangement or understanding for the purpose of controlling or influencing the composition of the board of SOC and are associated under s 12(2)(b) of the Corporations Act. Alternatively, Patrick Glovac, Rocco Tassone and Charles Thomas are acting in concert in relation to SOC’s affairs and are associated under 12(2)(c) of the Corporations Act. |
| MBI | Charles Thomas holds 100% of the issued capital in MBI. |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Patrick Glovac | 81B Kintail Road, Applecross WA 6153 |
| Murdoch | 81B Kintail Road, Applecross WA 6153 |
| Name | Address |
|---|---|
| Kcirtap | 81B Kintail Road, Applecross WA 6153 |
| Rocco Tassone | Suite 7, 234 Churchill Ave, Subiaco WA 6008 |
| Syracuse | c/- DLC Accounting, Suite 6, 16 Main Street, Osborne Park WA 6017 |
| Charles Thomas | c/- 3 Calver Place, City Beach WA 6015 |
| MBI | c/- 3 Calver Place, City Beach WA 6015 |
| Applabs | c/- Suite 7, 234 Churchill Avenue, Subiaco WA 6008 |
| Zero Nominees Pty Ltd | c/- Suite 7, 234 Churchill Avenue, Subiaco WA 6008 |
Signature
Mr Patrick Glovac
Mr Patrick Glovac Director Print name capacity Sign here date 22nd July 2016/ /
Directions
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If there are a number of substantial holders with similar or related relevant interests (e.g. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be include 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 6 of the form.
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See the definition of “associate” in section 9 of the Corporations Act 2001.
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See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
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The voting shares of a company constitute one class unless divided into separate classes.
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The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
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Include details of:
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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
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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).
See the definition of “relevant agreement” in section 9 of the Corporations Act.
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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 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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If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write “unknown”.
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Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.