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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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