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CULLEN RESOURCES LIMITED Major Shareholding Notification 2008
64724_rns_2008-04-21_d790344f-e62b-4f9a-85aa-a812551a316f.pdf
Major Shareholding Notification
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Partner Direct line Emall Our reference
Derek Pocock 07 3233 8628 [email protected] DJP:150640-00017
22 April 20088
Urgent
Fax transmission
The Manager Company Announcements Platform ASX Limited
Fax 1900 999 279
Dear Sir/Madam
Cullen Resources Limited - Notice of change of interests of substantial holder
We act for AMCI Investments Pty Ltd (AMCI), AMCI International AG (AMCI AG), FRC AMCI Intermediate BV (FRC AMCI) and FRC Australian Holdings BV (FRC Australian).
We attach:
- an ASIC Form 604 (Notice of change of interests of substantial holder) issued by AMCI and AMCI $(a)$ AG In relation to the ordinary shares of Cullen Resources Limited; and
- $(b)$ an ASIC Form 604 (Notice of change of interests of substantial holder) issued by FRC AMCI and FRC Australian in relation to the ordinary shares of Cullen Resources Limited.
Yours faithfully
Derek Pocock Partner
Copy Company Secretary Cullen Resources Limited 02 9437 4599
attachment 1675704v1/S1
This communication (including attachments) is only intended for its addressee/s and may contain privileged or confidential information. Unauthorised use, copying or distribution of any part of this document is prohibited. If you are NOT an intended recipient please notify us immediately and destroy the communication.
Level 11 Central Plaza Two 66 Eagle Street Brisbane QLD 4000 GPO Box 1855 Brisbane QLD 4001 Australia Telephone 07 3233 8888 Fax 07 3229 9949 Augdoc DX 158 Brisbane Email [email protected] Web www.mccullough.com.au ABN 42 721 345 951
Pertners Brett Heading Tim Whitney Tim whitney
Peter McKnoulty
Michael Wynter Guy Humble James Paterson Peter Kennedy Rodney Bell Jan Hazzard
Stephen Jones Peter Stewart Brad McCosker Tony Cotte Damien Clarke Ann Fitzpatrick Dominic McGano Bill Morrissey Scott Wednwood Stuart Macnaughbon
Brad Ru sell an Robertson Malcolm McBratney Mark Wr st Matthew Burgess Tony Stumm Timothy Longwill Mark Fox Trudy Neylor
Russell Thirgood Derek Pocock Reece Walker Kristan Butler Darren White Kristen Grover David Marschke
Special Counsel
Prof Joff Monn AM Peter Gill . . . . . . . .
Sophia Ward Kim Trajer Tracey Moore Lien Blumke Neal Dallas Heather Watson John Reghenzani
Consultants
Kerry Prior AM Prof Paul von Nessen
Prof Pater Little Prof Myles McGregor-Lowndes OAM Donald Palmer Jay Deeb Julie Withey Dr Amanda McBratney
604 GUIDE page 1/1 13 March 2000
Form 604 Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
| To Company Name/Scheme | Cullen Resources Limited | |
|---|---|---|
| ACN/ARSN | 006 045 790 | |
| 1. Details of substantial holder (1) | ||
| Name | Group') | FRC AMCI Intermediate BV ('FRC AMCI') and FRC Australian Holdings BV ('FRC Australian') (collectively 'FRC |
| ACN/ARSN (if applicable) | ||
| There was a change in the interests of the | ||
| substantial holder on | 18/04/2008 | |
| The previous notice was given to the company on | 17/03/2008 | |
| The previous notice was dated | 17/03/2008 |
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 schame, are as follows:
| Previous notice | Present notice | |||
|---|---|---|---|---|
| Class of securities (4) | Person's votes | Voting power (5) | Person s votes | Voting power (5) |
| Ordinary Shares (fully paid) | 48.941.677 | 18.82% | 55.016.068 | 19.92% |
3. Changes in relevant interests
Particulars of 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 follows:
| Date of channe |
Person whose relevant Interest changed |
Nature of chango $(6)$ |
Consideration given in relation to change (7) |
Class and number of securities affacted |
Person's votes affected |
|---|---|---|---|---|---|
| 18/03/2008 | FRC Group | On market Acquisition |
\$5066.25 | 48,250 Ordinary Shares |
48.250 |
| 18/03/2008 | AMCI Investments Pty On market Ltd |
Acquisition | \$5066.25 | 48,250 Ordinary Shares |
48.250 |
| 25/03/2008 | FRC Group | On markel Acquieition |
\$17,439,51 | 158,541 Ordinary Shares |
158,541 |
| 25/03/2008 | AMCI investments Pty On market Ltd |
Acquisilion | \$17.439.51 | 158.541 Ordinary Shares |
158,541 |
| 11/04/2008 | FRC Group | On market Acquisition |
\$62,098.62 | 539,988 Ordinary Shares |
539,988 |
| 11/04/2008 | AMCI invesiments Pty On market Ltd |
Acquisition | \$62.098.62 | 539.988 Ordinary Shares |
539.988 |
| 14/04/2008 | FRC Group | On market Acquisition |
\$1437.50 | 12,500 Ordinary Shares |
12.500 |
| 14/04/2008 | AMCI Invesiments Pty Ltd |
lOn market Acquisition |
\$1437.50 | 12,500 Ordinary Shares |
12,500 |
| 15/04/2008 | FRC Group | On market Acquisition |
557,500 | 500.000 Ordinary Shares |
500.000 |
| 15/04/2008 | AMCI Investments Pty On market Ltd |
Acquisition | 557.500 | 500.000 Ordinary: Shares |
500.000 |
| 16/04/2008 | FRC Group | On market Acquisition |
\$48,324.96 | 420.217 Ordinary Shares |
420.217 |
| 16/04/2008 | AMCI Investments Pty Ltd |
lOn market Acquisition |
\$48,324.64 | 420.216 Ordinary Shares |
420,216 |
| 17/04/2008 | FRC Group | On markel Acquisition |
\$7,737.55 | 67,283 Ordinary Shares |
67.283 |
| 17/04/2008 | AMCI Investments Ptv Ltd |
On market Acquisition |
57.737.66 | 87,284 Ordinary Shares |
67.284 |
| 18/04/2008 | FRC Group | On market Acquisition |
\$167,754.21 | 1,290 417 Ordinary Shares |
1.290,417 |
| 18/04/2008 | ⊥Investments Pty On market AMC LIC $\overline{\phantom{a}}$ |
Acquisition | \$167 754.08 |
1.290.416 Ordinary Shares |
.290,416 |
|---|---|---|---|---|---|
| ------------ | ------------------------------------------------------------------------- | ------------- | ----------------- | ------------------------------ | ---------- |
Present relevant interests А.
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 |
|---|---|---|---|---|---|
| IFRC AMCI | Rubicon Nominees PtylFRC AMCI and FRC Ltd |
lAustralian | Beneficial owner of isecurities purchased on imarket and under section (608(3) of the Corporations Act. FRC AMCI has a irelevant interest in the ordinary shares that FRC Australian has a relevant linterest in |
27,508,034 Ordinary 27,508,034 Shares |
|
| IFRC Australian IFRC Australian | lFRC Aust⊪ulian. | lBeneficial owner of lsecurities purchased on lmarket |
3.037,196 Ordinary lShares |
3.037.198 |
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:
| and Name applicable) |
ACN/ARSN | (If | Nature of association |
|---|---|---|---|
| Not Applicable . |
_ _______ _____ |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| AMCI Investments Pty Ltd | Level 8, Riverside Centre, 123 Eagle Street, Brisbane, Queensland, 4000 |
| IFRC AMCI Intermediate BV | Fred Roeskestraat 123, 1076 EE in Amsterdam, Netherlands |
| FRC Australian Holdings BV | Fred Ro-skestraat 123, 1076 EE in Amsterdam, Netherlands |
| Rubicon Nominees Pty Ltd | Level 21 123 Eagle Street, Brisbane, Queensland, 4000 |
| Signature | |||
|---|---|---|---|
| print name | Michael/Menzies | capacity Attorney | |
| sign here | w, المعداء بالمكر |
72/4/08 date |
|
| DIRECTIONS |
- 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 ann $(1)$ is clearly set out in paragraph 6 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. $(3)$
- The voting shares of a company constitute one class unless divided into separate classes. $(4)$
- $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
-
$(6)$ 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 $(a)$ of any document setting out the terms of any relevent 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 $(b)$ securities to which the relevant interest relates (indicaling clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
- 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, $(7)$ 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 on 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.
- If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) wrile "unknown". $(8)$
- Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$
604 GUIDE page 1/1 13 March 2000
Form 604 Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| To Company Name/Scheme | Cullen Resources Limited | |||||
|---|---|---|---|---|---|---|
| ACN/ARSN | 006 045 790 | |||||
| 1. Details of substantial holder (1) | ||||||
| Name | AMCI Investments Pty Ltd ('AMCI') and AMCI International AG ('AMCI AG') (collectively 'AMCI Group') | |||||
| ACN/ARSN (if applicable) | 112 315 661 | |||||
| There was a change in the interests of the | ||||||
| substantial holder on | 18/04/2008 | |||||
| The previous notice was given to the company on | 17/03/2008 | |||||
| The previous notice was deted | 17/03/2008 |
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:
| Previous noticu | Present notice | |||
|---|---|---|---|---|
| Class of securities (4) | Person's votes | Voting power (5) | Person's votes | Voting power (5) |
| Ordinary Shares (fully paid) | 46,941.677 | la.82% | 155,016,008 | 19.92% |
3. Changes in relevant interests
Particulars of 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 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 affected |
Person's votes affected |
|---|---|---|---|---|---|
| 18/03/2008 | FRC Australian Holdings BV and FRC AMCI Intermediate BV (collectively 'FRC Group') |
On market Acquisition |
55066.25 | 48,250 Ordinary Shares |
48.250 |
| 18/03/2008 | AMCI Group | On markel Acquisition |
\$5066.25 | 48,250 Ordinary Shares |
48.250 |
| 25/03/2008 | FRC Group | On market Acquisition |
\$17.439.51 | 158,541 Ordinary Shares |
158.541 |
| 25/03/2008 | AMCI Group | On market Acquisition |
517.439.51 | 158,541 Ordinary Sharas |
158,541 |
| 11/04/2008 | FRC Group | On market Acquisition |
562.098.62 | 539,988 Ordinary Sharas |
539.988 |
| 11/04/2008 | AMCI Group | On market Acquisition |
\$62.008.62 | 539,988 Ordinary Shares |
539.988 |
| 14/04/2008 | FRC Group | On market Acquisition |
\$1437.50 | 12,500 Ordinary Shares |
12.500 |
| 14/04/2008 | AMCI Group | On market Acquisition |
51437.50 | 12,500 Ordinary Shares |
12.500 |
| 15/04/2008 | FRC Group | On market Acquisition |
\$57.500 | 500,000 Ordinary Shares |
500,000 |
| 15/04/2008 | AMCI Group | On market Acquisition |
\$57,500 | 500,000 Ordinary Shares |
500,000 |
| 16/04/2008 | IFRC Group | On market Acquisition |
\$46,324.96 | 420.217 Ordinary Shares |
420.217 |
| 16/04/2008 | AMCI Group | On market Acquisition |
\$48.324.84 | 420.216 Ordinary Shares |
420.216 |
| 17/04/2008 | FRC Group | On market Acquisition |
57.737.55 | 67,283 Ordinary Shares |
67,283 |
| 17/04/2008 | AMCI Group | On market lAcouisilion |
57,737.66 | 67.284 Ordinary lShares |
67.284 |
| 18/04/2008 | IFRC Group | IOn market lAcaulsition |
5167.754.21 | 11.290.417 Ordinary Shares |
1.290.417 |
|---|---|---|---|---|---|
| 18/04/2008 | AMCI Group | lOn market Acquisition |
5167.754.08 | 11.290.416 Ordinary Shares |
. 290.416 --- |
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 hokier (8) |
Nature of relevanl interest (6) |
Class and number of securities |
Person's votes |
|---|---|---|---|---|---|
| IAMCI AG | IUBS Nominees Pty iLtd |
AMCI | (Under section 608(3) of the Corporations Act, ACIH has 27,508,034 Ordinery 27,508,034 ordinary shares AMCI has a Shares irelevant interest in |
||
| AMCI | UBS Nominees Ply lL1d |
IAMCI | Beneficial owner of securities purchased on Imarket |
27,508,034 Ordinary 27,508,034 IShares |
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 voling interests in the company or scheme are as follows:
| Name applicable) |
and | ACN/ARSN | (if | Nature of association |
|---|---|---|---|---|
| FRC Australian Holdings BV | ['Acting in concert' regarding the acquisition of securities in the company | |||
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| AMCI International AG | 00 Zug, Hielchistrasse 8 3 rd Floor, 63 Switzerland |
| AMCI Investments Pty Ltd | Level 8, Riverside Centre, 123 Eagle Street, Brisbane, Queensland, 4000 |
| FRC AMCI Intermediate BV | Fred Roeskestraat 123, 1076 EE in Amslerdam, Neiherlands |
| IFRC Australian Holdings BV | Fred Roeskestraat 123, 1076 EE In Amsterdam, Netherlands |
| UBS Nominaes Pty Ltd | IGPO Box 1257L, Melbourne, Victoria, 3001 |
Signature
| print name | Mark Tzannes | capacity D. rector | |||
|---|---|---|---|---|---|
| algn here | date 08 22 |
||||
| DIRECTIONS |
- 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 ann $(1)$ - 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. $(3)$
-
The voling shares of a company constitute one class unless divided into separate classes. $(4)$
-
The person's voles divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
- $(6)$ 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 $(a)$ of any document setting out the terms of any relevent 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 relevant interest relates (indi⊪ating clearly the $(b)$
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
- 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 entitied to receive in relation to that acquisition. Details m $(7)$ contingency. Details must be included on 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. - If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) wrile "unknown". $(8)$
- Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$