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CYCLOPHARM LIMITED Major Shareholding Notification 2019

Dec 30, 2019

64741_rns_2019-12-30_87467f8c-7e27-4c9c-9e1a-9175a4360d4d.pdf

Major Shareholding Notification

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Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Cyclopharm Limited
ACN/ARSN 116 931 250
1. Details of substantial holder (1)
Name
Karst Peak Capital Limited and the persons detailed in Annexure A
ACN/ARSN (if applicable) n/a

The holder became a substantial holder on

24/12/2019

2. Details of voting power

$\ddot{\phantom{a}}$

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

Class of securities (4) Number of securities Person's votes (5) Voting power (6)
See Annexure A

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:

Nature of relevant interest (7) Class and number of securities

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder (8)
Class and number
of securities
See Annexure A

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 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
See Annexure A Cash Non-cash

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association
See Annexure A

7. Addresses

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

Name ---------
Address
-------
---------------------------------------
--------
See Annexure A
_
---------------------------------------
------------------

Signature

date 30 / 12 / 2019

DIRECTIONS

  • 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 ann $(1)$ 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. $(4)$
  • The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant $(5)$ interest in.
  • The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
  • $(7)$ Include details of:
  • any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, a copy of any document setting out $(a)$ 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 disposal of the securities to which the relevant interest relates (indicating clearly the $\langle b \rangle$

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

  • 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". $(8)$
  • 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 $(9)$ 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.

Annexure A

This is Annexure A of 2 pages referred to in the Form 603 for Cyclopharm Limited ("CYC").

2. Previous and present voting power:

Notice Giver Class of Securities Person's votes Voting power
Karst Peak Asia Fully Paid Ordinary Shares 4,665,650 6.69%
Master Fund ("FPO")
("KPAMF")
Vermilion Peak FPO 3,834,350 5.50%
Master Fund
("VPMF")
Karst Peak Capital FPO 8,500,000 12.19%
Limited ("KPCL")
Adam Gregory FPO 8,500,000 12.19%
Leitzes ("AGL")

3. Details of relevant interests:

Holder of relevant interest Nature of relevant interest Class and number of securities
KPAMF Owner of FPO 4,665,650 FPO
VPMF Owner of FPO 3,834,350 FPO
KPCL Discretionary investment manager to
KPAMF and VPMF.
8,500,000 FPO
AGL Shareholder, Director and Chief
Investment Officer of KPCL, as well as a
Director of KPAMF and VPMF
8,500,000 FPO

Details of present registered holders:

Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder
Class and number of
securities
KPCL, AGL and KPAMF HSBC Bank Australia
Limited ("HSBC")
HSBC 4.665.650 FPO
KPCL, AGL and VPMF HSBC HSBC 3,834,350 FPO

5. Changes in association:

No changes in associates nor nature of their association.

6. Addresses:

Name Address
KPAMF c/o Maples Corporate Services Limited, PO Box 309,
Ugland House, Grand Cayman, KY1-1104, Cayman
Islands
VPMF c/o Maples Corporate Services Limited, PO Box 309,
Ugland House, Grand Cayman, KY1-1104, Cayman
Islands
KPCL Suite 1705 Kinwick Centre, 32 Hollywood Road,
Central, Hong Kong
AGL Suite 1705 Kinwick Centre, 32 Hollywood Road,
Central, Hong Kong
HSBC GPO BOX 5302, Sydney NWS 2001, Australia

$Vo$

Signed Ivan Goh, Authorised Signatory 30 December 2019