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CYCLOPHARM LIMITED — Major Shareholding Notification 2021
Jan 28, 2021
64741_rns_2021-01-28_d6200835-3de1-48d4-86ce-7e9597c15f94.pdf
Major Shareholding Notification
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604 page 1/2 15 July 2001
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| 604 page 1/2 15 July2001 |
604 page 1/2 15 July2001 |
604 page 1/2 15 July2001 |
604 page 1/2 15 July2001 |
604 page 1/2 15 July2001 |
604 page 1/2 15 July2001 |
604 page 1/2 15 July2001 |
604 page 1/2 15 July2001 |
604 page 1/2 15 July2001 |
604 page 1/2 15 July2001 |
604 page 1/2 15 July2001 |
604 page 1/2 15 July2001 |
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| Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder |
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| ToCompany Name/Scheme Cyclopharm Limited ACN/ARSN 116 931 250 1. Details of substantial holder (1) Name Karst Peak Capital Limited and its associates, Karst Peak Shearwater Master Fund, Vermilion Peak Master Fund, and Adam Gregory Leitzes This notice is given by Karst Peak Capital Limited and on its own behalf and on behalf of Karst Peak Shearwater Master Fund, Vermilion Peak Master Fund, and Adam Gregory Leitzes ACN/ARSN (if applicable) N/A There was a change in the interests of the substantial holder on 27/01/2021 The previous notice was given to the company on 02/01/2020 The previous notice was dated 02/01/2020 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) Fully Paid Ordinary Shares (FPO) 8,500,000 10.86% 8,906,026 9.70% 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 07/01/2021 Karst Peak Shearwater Master Fund On-market purchase of securities $25,369.60 + 9,910 fully paid ordinary shares +9,910 08/01/2021 Karst Peak Shearwater Master Fund On-market purchase of securities $29,670.00 + 11,500 fully paid ordinary shares +11,500 27/01/2021 Karst Peak Shearwater Master Fund Participation in Institutional Placement announced on 21 January 2021 $1,000,001.6 + 384,616 fully paid ordinary shares +384,616 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 Karst Peak Shearwater Master Fund (KPSMF) HSBC Custody Nominees (Australia) Limited (“HSBC”) HSBC Owner of ordinary shares 5,071,676 5.52% Vermilion Peak Master Fund (VPMF) HSBC HSBC Owner of ordinary shares 3,834,350 4.18% Karst Peak Capital Limited HSBC HSBC Discretionary investment managers to KPSMF and VPMF 8,906,026 9.70% Adam Gregory Leitzes HSBC HSBC Shareholder, director and CIO of Karst Peak Capital Limited, and director of KPSMF and VPMF 8,906,026 9.70% |
Cyclopharm Limited | ||||||||||
| 116 931 250 | |||||||||||
| Karst Peak Capital Limited and its associates, Karst Peak Shearwater Master Fund, Vermilion Peak Master Fund, and Adam Gregory Leitzes This notice is given by Karst Peak Capital Limited and on its own behalf and on behalf of Karst Peak Shearwater Master Fund, Vermilion Peak Master Fund, and Adam Gregory Leitzes |
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| N/A | |||||||||||
| 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 |
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| 07/01/2021 | Karst Peak Shearwater Master Fund |
On-market purchase of securities |
$25,369.60 | + 9,910 fully paid ordinary shares |
+9,910 | ||||||
| 08/01/2021 | Karst Peak Shearwater Master Fund |
On-market purchase of securities |
$29,670.00 | + 11,500 fully paid ordinary shares |
+11,500 | ||||||
| 27/01/2021 | Karst Peak Shearwater Master Fund |
Participation in Institutional Placement announced on 21 January 2021 |
$1,000,001.6 |
+ 384,616 fully paid ordinary shares |
+384,616 | ||||||
| he 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 | ||||||
| Karst Peak Shearwater Master Fund (KPSMF) |
HSBC Custody Nominees (Australia) Limited (“HSBC”) |
HSBC | Owner of ordinary shares |
5,071,676 | 5.52% | ||||||
| Vermilion Peak Master Fund (VPMF) |
HSBC | HSBC | Owner of ordinary shares |
3,834,350 | 4.18% | ||||||
| Karst Peak Capital Limited | HSBC | HSBC | Discretionary investment managers to KPSMF and VPMF |
8,906,026 | 9.70% | ||||||
| Adam Gregory Leitzes | HSBC | HSBC | Shareholder, director and CIO of Karst Peak Capital Limited, and director of KPSMF and VPMF |
8,906,026 |
9.70% |
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 applicable) |
ACN/ARSN (if Nature of association |
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|---|---|---|---|---|---|
| N/A | N/A | ||||
| 6. | Addresses | ||||
| The | addresses of persons named in this form are as follows: | ||||
| Name | Address | ||||
| Karst Peak Capital Limited and Adam Gregory Leitzes H Code, High Block 8thFloor, Suite E, 45 Pottinger Street, |
Hong Kong | ||||
| KPSMF and VPMF | c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1- 1104, Cayman Islands |
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| HSBC | GPO BOX 5302, Sydney NSW 2001, Australia | ||||
| Signature | |||||
| print name | Andrea Sorani | capacity | Authorized Signatory | ||
| sign here | date | 29/Jan/2021 | |||
| 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. | |||
| (4) | The voting shares of a company constitute one class unless divided into separate classes. | ||||
| (5) | The person’s votes divided by | the total votes in the body corporate or scheme multiplied by 100. | |||
| (6) | Include details of: |
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(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) 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
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(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).
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See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
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(7) 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 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 on 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.
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(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’”.
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(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.