CVC LIMITED — Major Shareholding Notification 2019

Jan 16, 2019

$17 - 01 - 19$ ; $14:15$ ;

P11 D &

TRACEY

$#$ $1/6$

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

17 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.

We note that this notice does not record a change in the number of shares in which Mr Leaver has a relevant interest, nor a change in the percentage of shares in which Mr Leaver has a relevant interest as disclosed in his notice of 28 September 2018.

Rather, the notice confirms a transfer of shares from the legal owner specified in Mr Leaver's 28 September 2018 notice to Mr Leaver who was the beneficial owner of those shares.

Whilst Mr Leaver does not concede it is strictly necessary for him, pursuant to s 671B of the Corporations Act 2001 (Cth), to lodge the enclosed notice; he does so in the interests of transparency and for abundant caution.

Yours faithfully

AND STRACEY

Speed and Stracey is the business name of Speed and Stracey Lawyers Pty Limited ABN 43 104 5/1 315.

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	18/12/2018
The previous notice was given to the company on	28/09/2018
The previous notice was dated	28/09/2018

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
	Voting power (5) Person's votes		Person's votes	Voting power (5)
ORDINARY SHARES	50,228,546	42.02%	50,228,546	42.02%

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

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

print name	JOHN SCOTT LEAVER	capacity
sign here		17 / 1 / 19 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 $(1)$ 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.
• (4) The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• 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
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ 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".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

$3/$ 6

$17 - 01 - 19$ ; $14:15$ ;

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 $12019$ me and dated 17 月 )

j

Signed

John Scott Leaver

3. Changes in relevant interests

The number of ordinary shares in which the substantial shareholder has a relevant interest, as disclosed in the substantial shareholder's last disclosure on 28 September 2018, has not changed. What has changed since the substantial shareholder's last disclosure on 28 September 2018 is the capacity in which that relevant interest can be attributed to the substantial shareholder, with such change occurring on 18 December 2018.

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	Persons votes affected
18 DECEMBER 2018	BENNETT ESTATES LIMITED	CHANGE FROM LEGAL OWNER TO BENEFICIAL OWNER (A)	NIL	15,575,978 ORDINARY SHARES	15,575,978
18 DECEMBER 2018	SAUDI FILM INVESTMENTS FUND LIMITED	CHANGE FROM LEGAL OWNER TO BENEFICIAL OWNER (B)	NIL	3,264,711 ORDINARY SHARES	3.264.711

(A). On 18 December 2018 the substantial shareholder became the registered holder of 15,575,978 ordinary shares previously held on trust for the substantial shareholder by Bennett Estates Limited. The transfer of those shares from Bennett Estates 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). On 18 December 2018 the substantial shareholder also became the registered holder of 3,264,711 ordinary shares previously held on trust for the substantial shareholder by Saudi Film Investments Fund Limited. The transfer of those shares from Saudi Film Investments Fund 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,

4. Present relevant interests

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	Persons votes
JOHN SCOTT LEAVER	JOHN SCOTT LEAVER	JOHN SCOTT LEAVER	RELEVANT INTEREST UNDER s $608(1)(a)$ OF CORPORATIONS ACT 2001 (стн) Аз NOLDER OF	15,575,978 ORDINARY SHARES	15.575.978

$\sim 10$

			THE
			SECURITIES
JOHN SCOTT LEAVER	JOHN SCOTT LEAVER	JOHN SCOTT LEAVER	RELEVANT INTEREST	3,264,711 ORDINARY	3,264,711
			UNDER s	SHARES
			$608(1)(a)$ OF
			CORPORATIONS
			ACT 2001
			(CTH) AS
			HOLDER OF
			THE
MUK MIN FA	MUK MIN FA	MUK MIN FA LTD	SECURITIES RELEVANT	7,280,246	7,280,246
LTD	LTD		INTEREST	ORDINARY
			UNDER s	SHARES
			$60B(1)(a)$ OF
			CORPORATIONS
			ACT 2001
			(CTH) AS HOLDER OF
			THE
			SECURITIES
JOHN SCOTT	MUK MIN FA	MUK MIN FA LTD	RELEVANT	7,280,246	7.280.246
LEAVER	LTD		INTEREST	ORDINARY
			UNDER 8	SHARES
			$609(1)(b)$ , $(c)$ AND $c$
			$608(2)$ OF
			THE
			CORPORATIONS
			ACT AS
			BENEFICIAL OWNER OF THE
			SECURITIES
LEAGOU PTY	LEAGOU PTY	LEAGOU PTY LTD	RELEVANT	20,704,611	20,704,611
LTD.	LTD		INTEREST	ORDINARY
			UNDER s	SHARES
			608(1)(a) OF CORPORATIONS
			ACT 2001
			(CTH) AS
			HOLDER OF
			THE. SECURITIES
WENOLA	LEAGOU PTY	LEAGOU PTY LTD	DEEMED	20,704,611	20.704.611
SERVICES	LTD		RELEVANT	ORDINARY
PTY LTD*			INTEREST	SHARES
			UNDER 8
			608(3)(a) OF CORPORATIONS
			ACT 2001
			$(CH)$ AS A
			RESULT OF
			HAVING VOTING POWER
			OF 50% IN
			LEAGOU PTY
			LTD
JOHN SCOTT	LEAGOU PTY	LEAGOU PTY LTD	DEEMED	20,704,611	20,704,611
LEAVER*	LTD		RELEVANT INTEREST	ORDINARY SHARES
			UNDER s
			608(3)(b) OF
			THE
			CORPORATIONS
			ACT BY REASON OF
			CONTROLLING
			WENOLA
			SERVICES PTY
			LTD AS OWNER
			OF 100% OF ITS SHARES.
WENOLA PTY	WENOLA PTY	WENOLA PTY LTD	RELEVANT	3,403,000	3,403,000
LTD	LTD		INTEREST	ORDINARY
			UNDER S	SHARES
			609(1)(a) OF

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			CORPORATIONS ACT 2001 (CTH) AS HOLDER OF THE SECURITIES
JOHN SCOTT LEAVER	WENOLA PTY LTD	WENOLA PTY LTD	RELEVANT INTEREST UNDER a $608(3)(b)$ OF THE CORPORATIONS ACT AS A RESULT OF CONTROLLING WENOLA FTY LTD AS ITS SOLE SHAREHOLDER	3,403,000 ORDINARY SHARE3	3,403,000

$\ddot{\phantom{a}}$

*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 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 33.36% in CVC Limited rather than 42.02%.