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DEEP YELLOW LIMITED — Major Shareholding Notification 2024
Mar 26, 2024
64808_rns_2024-03-26_e777c339-556c-45f6-a370-49b3f042fb0d.pdf
Major Shareholding Notification
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Form 603 Corporations Act Section 671B
Notice of initial substantial holder
- To: DEEP YELLOW LTD (“DYL”, Ordinary Fully Paid)
1. Details of substantial holder
Citigroup Global Markets Australia Pty Limited (ACN 003 114 832) and each of the related bodies corporate in the Citigroup group of companies worldwide (for more details please visit www.citigroup.com).
The holder became a substantial holder on 25 March 2024.
2. Details of 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 had a relevant interest in on the date the substantial holder became a substantial holder are as follows:
| Class of securities | Number of securities | Person’s vote | Voting Power |
|---|---|---|---|
| Ordinary Fully Paid | 46,899,471 | 46,899,471 | 5.3306% |
3. Details of relevant interests
| Holder of relevantinterest | Nature of relevant interest | Class and number ofsecurities |
|---|---|---|
| Citigroup GlobalMarkets Limited | Citigroup Global Markets Limited holds arelevant interest in these shares pursuant tocontracts entered into subject to an obligationto return under a securities lending agreement.Refer Annexure A. | 3,882,459Ordinary Fully Paid |
| Citibank, N.A. SydneyBranch | Citibank, N.A. Sydney Branch holds a relevantinterest in these shares acting as Agent Lenderand as the holder of securities subject to anobligation to return under a securities lendingagreement. Refer Annexure A. | 41,006,296Ordinary Fully Paid |
| Citigroup GlobalMarkets Inc | Citigroup Global Markets Inc holds a relevantinterest in these shares pursuant to contractsentered into subject to an obligation to returnunder a securities lending agreement ReferAnnexure A. | 2,010,716Ordinary Fully Paid |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| follows: | ||
|---|---|---|
| Holder of relevant interest | Registered holder ofsecurities | Class and number ofsecurities |
| Citigroup Global MarketsLimited | Citicorp Nominees Pty Limited | 3,882,459OrdinaryFullyPaid |
| Citibank, N.A. Sydney Branch | Various | 41,006,296OrdinaryFullyPaid |
| Citigroup Global Markets Inc | Citicorp Nominees Pty Limited | 2,010,716OrdinaryFullyPaid |
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 ofacquisition | Consideration | Class and number ofsecurities |
|---|---|---|---|
| Citigroup Global MarketsLimited | Various | Various(ReferAnnexure A) | 3,882,459Ordinary Fully Paid |
| Citibank, N.A. SydneyBranch | Various | Various(ReferAnnexure A) | 41,006,296Ordinary Fully Paid |
| Citigroup Global MarketsInc | Various | Various(ReferAnnexure A) | 2,010,716Ordinary Fully Paid |
6. Associates
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| Citigroup Global Markets Limited | Each of the related bodies corporate in theCitigroup group of companies worldwide (formore details please visit www.citigroup.com). |
| Citibank, N.A. Sydney Branch | Each of the related bodies corporate in theCitigroup group of companies worldwide (formore detailsplease visit www.citigroup.com). |
| Citigroup Global Markets Inc | Each of the related bodies corporate in theCitigroup group of companies worldwide (formore detailsplease visit www.citigroup.com). |
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
7. Addresses
The addresses of persons named in this form are as follows:
Name
Address
| Citigroup Global Markets Limited | Citigroup Centre, Canary Wharf33 Canada SquareLondon, E14 5LB, United Kingdom |
|---|---|
| Citibank, N.A. Sydney Branch | Citigroup Centre2 Park St Sydney, NSW 2000 Australia |
| Citigroup Global Markets Inc | 388 Greenwich StNew York, NY 10013, United States |
Dated this day, 27 March 2024.
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Annexure A
This is Annexure A of 2 pages referred to in Form 603 ‘Notice of initial substantial holder’
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| Schedule (Loan) | |
|---|---|
| Type of Agreement | AMSLA/ GMSLA/MSLA |
| Parties to Agreement | Various |
| Transfer date | Various |
| Holder of voting rights | Borrower |
| **Are there any restrictions on voting rights? ** | No |
| Scheduled returndate | Unknown |
| Does the borrower have the right to return**early? ** | Yes |
| Ifyes, details | StandardAMSLA/ GMSLA/MSLAterms |
| Does the lender have the right to recall**early? ** | Yes |
| If yes, details | Standard AMSLA / GMSLA / MSLA terms |
| Will the securities be returned on**settlement? ** | n/a |
| Statement | If requested by the company to whom theprescribed form must be given, or if requestedby ASIC, Citi will give a copy of the AMSLA /GMSLA/MSLAto the company or ASIC. |
| Schedule (Agency Lending Agreement) | |
|---|---|
| Type of Agreement | SecuritiesLendingAgencyAgreement (SLAA) |
| Parties to Agreement | Various |
| Circumstances under which the agentlender can exercise the authorisations inrelation to the securities | Agent Lender can only exercise authority, asagent, in relation to the lender’s securities asdefined and agreed in the Securities LendingAgencyAgreement. |
| Circumstances under which the agentlender is subject to any restrictions in howit can deal with the securities | Lenders will define the restrictions and/orsecurities lending parameters in the SecuritiesLending Agency Agreement entered into withthe lending agent. Such restrictions/parametersinclude specific designated accounts, lendablelimits, acceptable collateral and/or cashreinvestment guidelines. |
| Does the agent lender have the right torecall early? | Agent Lenders have the right to early recall onbehalf of Lender’s instructions. However, theexpectation is the Lender and Borrower wouldhave mutually agreed no sales/recall of thesecurities during the duration of the loan term.Hence, borrowers are not obligated to returnthe securities earlyfortermedloans. |
| If yes, details | Authorised under the standard SecuritiesLending Agency Agreement terms. |
| Statement | If requested by the company to whom theprescribed form must be given, or if requestedby ASIC, Citi will give a copy of theauthorisation agreement to the company orASIC. |