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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