CVC LIMITED — Major Shareholding Notification 2014

Nov 11, 2014

605 page 1/2 15 July 2001

Form 605 Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder	Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder	Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder	Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder	Form 605 Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder
To:Company Name/Scheme Grays eCommerce GroupLimited(formerlyMnemon Limited) ACN/ARSN 125 736 914 1. Details of substantial holder (1) Name CVC Limited("CVC") ACN/ARSN (if applicable) 002 700 361 The holder ceased to be a substantial holder on 10 / 11 / 14 The previous notice was given to the company on 21 / 01 / 14 The previous notice was dated 21 / 01 / 14 2. Changes in relevant interest Particulars of each change in, or change in 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 (4) Consideration given in relation to changes (5) Class (6) and number of securities affected Person’s votes affected 10/11/2014 CVC Limited Dilution - GEG share issue n/a 2,086,352 2,086,352 10/11/2014 CVC Private EquityLimited Dilution - GEG share issue n/a 1,960,790 1,960,790 10/11/2014 Stinoc PtyLimited Dilution - GEG share issue n/a 40,780 40,780 3. Changes in association The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7), 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 4. Addresses The addresses of persons named in this form are as follows: Name Address CVC Limited Suite 601 Level 6,1 Alfred St,Sydney,NSW 2000 CVC Private EquityLimited Suite 601 Level 6,1 Alfred St,Sydney,NSW 2000 Stinoc PtyLimited Suite 601 Level 6,1 Alfred St,Sydney,NSW 2000 Signature print name John Hunter capacity Secretary			Grays eCommerce GroupLimited(formerlyMnemon Limited)
			125 736 914
			CVC Limited("CVC")
			002 700 361
	Name			Address
	CVC Limited			Suite 601 Level 6,1 Alfred St,Sydney,NSW 2000
	CVC Private Equity		Limited	Suite 601 Level 6,1 Alfred St,Sydney,NSW 2000
	Stinoc PtyLimited			Suite 601 Level 6,1 Alfred St,Sydney,NSW 2000
Signature	print name
		print name	John Hunter capacity Secretary
		sign here	date 12 / 11 / 14

print name	John Hunter	capacity	Secretary
sign here		date	12 /	11	/	14

605 page 2/2 15 July 2001

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant issues (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 4 of the form.

• (2) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• (3) See the definition of “associate” in Section 9 of the Corporations Act 2001

• (4) 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

  • 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, 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 2001.

• (5) 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.

• (6) The voting shares of a company constitute one class unless divided into a separate class.

• (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

605 GUIDE page 1/1 13 March 2000

GUIDE

Signature

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 605.

This form must be signed by a director or secretary of the substantial holder

Lodging period

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Lodging Fee

Other forms to be completed

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Nil
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Additional information

• (a) If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form.

• (b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange.

• (c) The person must give a copy of this notice: (i) within 2 business days after they become aware of the information; or (ii) by 9.30am on the next trading day of the relevant securities exchange after they become aware of the information is: (A) a takeover bid is made for voting shares in the company or voting interests in the scheme; and (B) the person becomes aware of the information during the bid period.

Annexures

• To make any annexure conform to the regulations, you must

• 1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides 2 show the corporation name and A.C.N. or A.R.B.N.

• 3 number the pages consecutively

• 4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied

• 5 identify the annexure with a mark such as A, B, C, etc

• 6 endorse the annexure with the words:

• This is annexure (mark) of (number) pages referred to in form (form number and title)

• 7 sign and date the annexure

The annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.