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CUSCAL LIMITED — Major Shareholding Notification 2024
Nov 28, 2024
64619_rns_2024-11-28_efb70cd5-bf8f-4b4c-93ed-ae9783bce41f.pdf
Major Shareholding Notification
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603 page 1/3 15 July 2001
Form603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
CUSCAL LIMITED To Company Name/Scheme 087 822 455 ACN/ARSN YARRA CAPITAL MANAGEMENT LIMITED ACN 003 376 252 ( YCML ); YARRA FUNDS 1. Details of substantial holder (1) MANAGEMENT LIMITED ACN 005 885 567 ( YFM ); YARRA CAPITAL MANAGEMENT Name HOLDINGS PTY LTD ACN 614 782 795 ( YCMH ); YARRA MANAGEMENT NOMINEES PTY LTD ACN 616 681 068 ( YMN ); AA AUSTRALIA FINCO PTY LTD ACN 614 781 172 ( FINCO ); TA SP AUSTRALIA TOPCO PTY LTD ACN 612 486 452 ( TOPCO ); TA UNIVERSAL INVESTMENT HOLDINGS LTD ( UNIVERSAL ); TYNDALL EQUITIES AUSTRALIA PTY LTD ACN 149 370 301 ( TEAL ) ACN/ARSN (if applicable) See above The holder became a substantial holder on 27/11 /2024
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 Fully Paid Shares | 10,820,000 | 10,820,000 | 5.65% |
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 |
|---|---|---|
| YCML | Relevant interest pursuant to s608(3)(b) of the Corporations | Ordinary Fully Paid Shares / |
| Act (CA), being a relevant interest held through a body | 10,820,000 | |
| corporate (TA SP Australia TopCo Pty Limited (TOPCO), AA | ||
| Australia FinCo Pty Limited (FINCO), Yarra Capital | ||
| Management Holding Pty Ltd (YCMH), Yarra Funds | ||
| Management Limited (YFM)) that YCML controls | ||
| YCMH | Relevant interest pursuant to s608(3)(b) of the Corporations | Ordinary Fully Paid Shares / |
| Act (CA), being a relevant interest held through a body | 10,820,000 | |
| corporate (YFM) that YCMH controls | ||
| YFM | Relevant interest pursuant to s608(1) of the CA, being the | Ordinary Fully Paid Shares / |
| power to exercise or control the exercise of a right to vote | 10,820,000 | |
| attached to the securities and/or the power to dispose of | ||
| securities as investment manager of trustee. | ||
| YMN | Relevant interest pursuant to s608(3)(a) of the CA, being a | Ordinary Fully Paid Shares / |
| relevant interest held through a body corporate (YCMH) in | 10,820,000 | |
| which YMN's voting power is more than 20% | ||
| FINCO | Relevant interest pursuant to s608(3)(a) of the CA, being a | Ordinary Fully Paid Shares / |
| relevant interest held through a body corporate (YCMH) in | 10,820,000 | |
| which FINCO's voting power is more than 20% | ||
| TOPCO | Relevant interest pursuant to s608(3)(b) of the CA, being a | Ordinary Fully Paid Shares / |
| relevant interest held through a body corporate (FINCO) that | 10,820,000 | |
| TOPCO controls |
603 page 2/3 15 July 2001
| 603 page 2/3 15 |
||
|---|---|---|
| UNIVERSAL | Relevant interest pursuant to s608(3)(b) of the CA, being a relevant interest held through a body corporate (TOPCO) that |
Ordinary Fully Paid Shares / 10,820,000 |
UNIVERSAL controls |
||
| TEAL | Relevant interest pursuant to s608(1) of the CA, being the power to exercise or control the exercise of a right to vote attached to the securities and/or the power to dispose of securities as investment manager |
Ordinary Fully Paid Shares / 20,000 |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph3 above are as follows:
| Holder of relevant | Registered holder of securities | Person entitled to be | Class and number |
|---|---|---|---|
| interest | registered as holder (8) | of securities | |
| All substantial | Citigroup Pty Limited | YFM as the responsible | |
| holders named in 1 above |
entity for a range of managed investment |
Ordinary Fully Paid Shares / |
|
| schemes | 1,237,238 | ||
| All substantial | JP Morgan Nominees Australia Ltd; Northern Trust | Relevant interest held | |
| holders named in 1 | Company; State Street Australia Limited |
in YFM’s capacity as | Ordinary Fully |
| above | investment manager | Paid Shares / | |
| for a range of client | 9,582,762 | ||
| portfolios |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph3 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 |
|
|---|---|---|---|---|
| Cash | Non-cash | |||
| All substantial holders names in |
28 August 2024 to 27 November 2024 |
$27,050,000 | - | 10,820,000 ordinary fully paid shares |
| 1 above |
6. Associates
The reasons the persons named in paragraph3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| N/A | |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| YCML | LEVEL 19,101 COLLINS STREET,MELBOURNE VICTORIA 3000 |
| YCMH | LEVEL 19,101 COLLINS STREET,MELBOURNE VICTORIA 3000 |
| YFM | LEVEL 19,101 COLLINS STREET,MELBOURNE VICTORIA 3000 |
| YMN | LEVEL 19,101 COLLINS STREET,MELBOURNE VICTORIA 3000 |
| FINCO | LEVEL 19,101 COLLINS STREET,MELBOURNE VICTORIA 3000 |
| TOPCO | LEVEL 19, 101 COLLINS STREET, MELBOURNE VICTORIA 3000 |
| UNIVERSAL | 3RD FLOOR,DEVONSHIRE HOUSE 1 MAYFAIR PLACE,LONDON W1J 8AJ,UNITED KINGDOM |
| TEAL | LEVEL 19,101 COLLINS STREET,MELBOURNE VICTORIA 3000 |
603 page 3/3 15 July 2001
Signature
print name Garvin Louie capacity COMPANY SECRETARY OF YFM
sign here
date 29 / 11 / 2024