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CVC LIMITED Major Shareholding Notification 2019

Jan 29, 2019

64728_rns_2019-01-29_bd7084f4-6cb1-459e-8877-8e02c410081b.pdf

Major Shareholding Notification

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$S$ P 1 1 10 $\&$

STRACIY

  • P | (02) 9251 8000
  • F | (02) 9251 5788
  • W | www.speedandstracey.com.au
  • A | Lovel 4, 131 Macquarie Street, Sydney NSW 2000

30 January 2019

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Company Announcements ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

BY FACSIMILIE: 1300 135 638

Dear Sir / Madam

We act for John Leaver.

Please find enclosed, on behalf of Mr Leaver, a Notice of Change of Interests of Substantial Holder.

Yours faithfully

SPÉED AND STRACEY

Speed and Stracey is the business name of Speed and Stracey Lawyers Pty Limited ABN 43 104 571 315

Liability limited by a scheme approved under the Professional Standards Legislation. Legal practitioners who are directors or employees of

Speed and Stracey Lawyers Pty Limited are members of the scheme.

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme CVC LIMITED
ACN/ARSN 002 700 361
1. Details of substantial holder (1)
Name JOHN SCOTT LEAVER
ACN/ARSN (If applicable)
There was a change in the interests of the
substantial holder on
18/01/2019
The previous notice was given to the company on 17/01/2019
The previous notice was dated 17/01/2019

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 Present notice
. Person's votes
Voting power (5)
Person's votes Voting power (5)
ORDINARY SHARES 50,228,546
42.02%
50,000,137
41.83%

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
Son
annexure
А
See annexure
A
See annexure A See annexure A See annexure
А
See annexure
А

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
See
annexure
A
See annexure
A
See annexure A See annexure A See annexure
А
See annexure
А

7

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
N/A N/A

6. Addresses

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

Name Address
JOHN SCOTT LEAVER
--
4 ST MERVYNS AVENUE, POINT PIPER NSW 2027

Signature

prinț name JOHN SCOTT LEAVER
capacity
sign here when the group date 30/1
79
--------

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 6 of the form.
  • (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
  • (3) 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. $(4)$
  • $(5)$ 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) $(a)$ 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 2001,

  • Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(7)$ 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.
  • $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
  • $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure "A" to Form 604

This is the annexure "A" referred to in Form 604 - Notice of change of interests of substantial holder signed by me and dated 30 JANUART 2019

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Ź F

Signed

John Scott Leaver

3. Changes in relevant interests

Date of Person whose Nature of Consideration Class and Persons
change relevant change (6) given in number of votes
interest relation to securities affected
changed change (7) affected
18 JANUARY MUK MIN FA CHANGE FROM NIL 7,280,246 7.280.246
2019 LIMITED LEGAL OWNER TO ORDINARY
BENEFICIAL SHARES
OWNER (A)
21 WENOLA PTY ON MARKET \$2.600 PER 400 400
DECEMBER LTD DISPOSAL (b) SHARE ORDINARY
2018 SHARES
21 JOHN SCOTT ON MARKET \$2.600 PER 400 400
DECEMBER LEAVER DISPOSAL BY SHARE TO
HOLDER OF
ORDINARY
SHARES
2018 HOLDER OF
SHARES (b)
SHARES
17 WENOLA PTY ON MARKET S2.600 PER 25,000 25,000
DECEMBER TTD DISPOSAL (D) SHARE ORDINARY
2018 SHARES
17 JOHN SCOTT ON MARKET \$2.600 PER 25,000 25,000
DECEMBER LEAVER DISPOSAL BY SHARE TO ORDINARY
2018 HOLDER OF HOLDER OF SHARES
SHARES (B) SHARES
13 WENOLA PTY ON MARKET \$2.600 PER 94,502 84,502
DECEMBER LTD DISPOSAL(B) SHARE ORDINARY
2018 SHARES
13 JOHN SCOTT ON MARKET \$2.600 PER 84,502 84.502
DECEMBER LEAVER DISPOSAL BY SHARE TO ORDINARY
2019 HOLDER OF HOLDER OF SHARES
SHARES (*) SHARES
11 WENOLA PTY ON MARKET \$2.600 PER 25,507 25,507
DECEMBER LTD DISPOSAL (3) SHARE ORDINARY
SHARES
2019 25,507
11 JOHN SCOTT ON MARKET \$2.600 PER
SHARE TO
25,507
ORDINARY
DECEMBER LEAVER DISPOSAL BY
HOLDER OF
HOLDER OF SHARES
2018 SHARES (b) SHARES
10 WENOLA PTY ON MARKET \$2.660 PER 7.000 7,000
DECEMBER LTD DISPOSAL (a) SHARE ORDINARY
2018 SHARES
10 JOHN SCOTT ON MARKET \$2.660 PER 7,000 7,000
DECEMBER LEAVER DISPOSAL BY SHARE TO ORDINARY
2018 HOLDER OF HOLDER OF SHARES
SHARES (n) SHARES
3 DECEMBER WENOLA PTY ON MARKET \$2.654 PER 11,000 11,000
2018 LTD DISPOSAL (a) SHARE ORDINARY
SHARES
3 DECEMBER JOHN SCOTT ON MARKET \$2.654 PER 11,000 11,000
2018 LEAVER DISPOSAL BY SHARE TO ORDINARY
HOLDER OF HOLDER OF SHARES
SHARES SHARES
29 WENOLA PTY ON MARKET S2.629 PER 21,500 21,500
NOVEMBER LTD DISPOSAL (b) SHARE ORDINARY
SHARES
2018

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29 JOHN SCOTT ON MARKET 32.629 PER 21.500 21,500
NOVEMBER LEAVER DISPOSAL BY SHARE TO ORDINARY
2018 HOLDER OF HOLDER OF SHARES
SHARES(9) SHARES
28 WENOLA PTY ON MARKET S2.600 PER 9.000 9,000
NOVEMBER LTD DISPOSAL (b) SHARE ORDINARY
2018 SHARES
28. JOHN SCOTT ON NARKET \$2.600 PER 9,000 9,000
NOVEMBER LEAVER DISPOSAL BY SHARE TO ORDINARY
2019 HOLDER OF HOLDER OF SHARES
SHARES (B) SHARES
26 WENCLA PTY ON MARKET \$2.585 PER 24.500 24,500
NOVEMBER L TD DISPOSAL (a) SHARE ORDINARY
2018 SHARES
26 JOHN SCOTT ON MARKET \$2.585 PER 24,500 24,500
NOVEMBER LEAVER DISPOSAL BY SHARE TO ORDINARY
2018 HOLDER OF HOLDER OF SHARES
SHARES (a) SHARES
18 OCTOBER WENOLA PTY ON MARKET 52.750 PER 5,000 5,000
2018 LTD DISPOSAL (b) SHARE ORDINARY
SHARES
18 OCTOBER JOHN SCOTT ON MARKET \$2.750 PER 5,000 5,000
2018 LEAVER DISPOSAL BY SHARE TO ORDINARY
HOLDER OF HOLDER OF SHARES
SHARES (D) STARES
16 OCTOBER WENCLA PTY ON MARKET \$2.751 PER 15,000 15,000
2018 LTD DISPOSAL (0) SHARE ORDINARY
SHARES
16 OCTOBER JOHN SCOTT ON MARKET S2.751 PER 15,000 15,000
2018 LEAVER DISPOSAL BY SHARE TO ORDINARY
HOLDER OF HOLDER OF SHARES
SHARES (a) SHARES

(A). On 18 January 2019 the substantial shareholder became the registered holder of 7,280,246 ordinary shares previously held on trust for the substantial shareholder by Muk Min Fa Limited. The transfer of those shares from Muk Min Fa Limited to the substantial shareholder was a transfer from the legal owner of the shares to the beneficial owner of the shares for no consideration.

(B). The change of the holdings of Wenola Pty Ltd and the substantial shareholder, as the controller of Wenola Pty Ltd, transactions between 16 October 2018 - 21 December 2018 amounted to a change of less than 1% of the substantial holder's relevant interest in the shares of CVC Limited. Accordingly, the substantial shareholder was not required to notify the ASX of these changes. These transactions are being disclosed in this notice for complete transparency. Their omission from the substantial shareholder's change in substantial shareholder notice on 17 January 2019 was due to error.

Holder of
relevant
Interest
Kegistered
holder of
securities
Person entitled to
be registered as
holder (8)
Nature of
relevant
Interest (6)
Glass and
number of
securities
Fersons
votes
JOHN SCOTT
LEAVER
JOHN SCOTT
LEAVER
JOHN SCOTT
LEAVER
RELEVANT
INTEREST
UNDER s
$608(1)(a)$ OF
CORPORATIONS
ACT 2001
(CTH) AS
HOLDER OF
THE
SECURITIES
15,575,978
ORDINARY
SHARES
15,575,978
JOHN SCOTT
LEAVER
JOHN SCOTT
LEAVER
JOHN SCOTT
LEAVER
RELEVANT
INTEREST
UNDER s
$608(1)(a)$ OF
CORPORATIONS
ACT 2001
(СТК) АЭ
HOLDER OF
THE
3,264,711
ORDINARY
SHARES
3,264,711

...................................... —

4. Present relevant interests

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SECURITIES
JOHN SCOTT
LEAVER
JOHN SCOTT
LEAVER
JOHN SCOTT
LEAVER
RELEVANT
INTEREST
UNDER S
7,280,246
ORDINARY
SHARES
7.280.246
$608(1)(a)$ OF
CORPORATIONS
ACT 2001
(CTH) AS
HOLDER OF
THE
SECURITIES
LEAGOU PTY LEAGOU PTY LEACOU PTY LTD RELEVANT 20,704,611 20,704,611
LTD LTD INTEREST
UNDER a
ORDINARY
SHARES
$608(1)(a)$ OF
CORPORATIONS
ACT 2001
(CTH) AS
HOLDER OF
THE
WENOLA LEAGOU PTY LEAGOU PTY LTD SECURITIES
DEEMED
20,704,611 20,704,611
SERVICES Ï.TD RELEVANT ORDINARY
PTY LTD- INTEREST SHARES
UNDER S
$608(3)(a)$ OF
CORPORATIONS
ACT 2001
(CTH) AS A
RESULT OF
HAVING
VOTING POWER
OF 50% IN
LEAGOU PTY
LTD
JOHN SCOTT
LEAVER*
LEAGOU PTY
LTD
LEAGOU PTY LTD DEEMED
RELEVANT
20,704,611
ORDINARY
20,704,611
INTEREST SHARES
UNDER s
$608(3)(b)$ OF
THE
CORPORATIONS
ACT BY
REASON OF
CONTROLLING
WENOLA
SERVIÇES PTY
LTD AS OWNER
OF 100% OF
ITS SHARES.
WENOLA PTY WENOLA PTY WENOLA PTY LTD RELEVANT 3,174,591 3,174,591
LTD LTD INTEREST
UNDER 6
ORDINARY
SHARES
608(1)(a) OF
CORPORATIONS
ACT 2001
$(CTH)$ AS
HOLDER OF
THE
SECURITIES
JOHN SCOTT WENOLA PTY WENOLA PTY LTD RELEVANT 3,174,591 3,174,591
LEAVER LTD INTEREST
UNDER 8
ORDINARY
SHARES
608(3)(b) OF
THE.
CORPORATIONS
ACT AS A
RESULT OF
CONTROLLING
WENOLA PTY
LTD AS ITS
SOLE
SHAREHOLDER

"Wenola Services Pty Limited as trustee for the John Leaver Family Trust ('Trust') holds 50% of the issued
shares in Leagou Pty Limited ('Leagou'), and therefore has a 50% economic interest in the shares Leagou

l,

holds in CVC Limited. But for the deemed relevant interest in all of Leagou's CVC Limited shares, if the relevant interest of John Leaver in these shares was equal to the Trust's 50% economic interest in the shares, Mr Leaver would have a relevant interest in 10,352,305 of those shares, and voting power of 33.17% In CVC Limited rather than 41.83%.

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