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DEVELOP GLOBAL LIMITED Major Shareholding Notification 2011

Feb 8, 2011

64801_rns_2011-02-08_6896ccf6-1744-4400-974b-3a9627cb08ca.pdf

Major Shareholding Notification

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Venturex Resources Limited
ACN/ARSN ACN 122 180 205
1. Details of substantial holder (1)
Name Regent Pacific Group Limited ("Regent Pacific") and each of its related bodies corporate
listed in the Annexure, each of which has given authority to Regent Pacific to lodge this
notice on its behalf (together, "Regent Pacific Group")
ACN/ARSN (if applicable) N/A
There was a change in the interests of the
substantial holder on
09/02/2011
The previous notice was given to the company on 16/08/2010
The previous notice was dated 16/08/2010

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 130,360,123 130,360,123
(19.897%)
256,069,176 256,069.176
(26.343%)

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a related 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
14/09/2010 Regent Pacific Group Acquisition of 600,000
shares on the
market, which did not
trigger any disclosure
obligation
A\$49,200 600.000
fully paid ordinary
shares
600,000
fully paid ordinary
shares
01/02/2011 Regent Pacific Group Subscription of
19,644.018 shares
pursuant to VXR's
Placement (as
announced by VXR
on 21/01/2011)
A\$1,767,961.62 19,644,018
fully paid ordinary
shares
19,644,018
fully paid ordinary
shares
09/02/2011 Regent Pacific Group Subscription of
60,241,656 shares
pursuant to VXR's 2
for 5 Entitlement
Offer (as announced)
by VXR on
21/01/2011) & sub-
underwriting of
45,223,379 shares of
the shortfall of the
Entitlement Offer
A\$9,491,853.15 105,465,035
fully paid ordinary
shares
105,465,035
fully paid ordinary
shares

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of Registered Person entitled Nature of Class and
relevant holder of to be registered relevant number of Person's votes
interest securities as holder (8) interest (6) securities
Regent Pacific Group Nefco Nominees Pty
Limited
Regent Pacific Controller/beneficial
owner of shares
[256,069,176 fully paid
ordinary shares
256,069,176
fully paid ordinary
shares

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
---------
-----

6. Addresses

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

Name .
Tress
----
Please see Continuation Sheet
-----
__
_________
--
_____

Signature

print name Stella Fund Capacity Company Secretary sign here date 09/02/2011

DIRECTIONS

  • If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related $(1)$ 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:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If (a) 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
  • $(b)$ 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).

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

  • $(7)$ 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 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 $(9)$ holding notice.

GUIDE

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form

604.
Signature This form must be signed by either a director or a secretary of the substantial holder.
Lodging period Nil.
Lodging fee Nil.
Other forms to be
completed
Nil.
Additional information If additional space is required to complete a question, the information may be included on a
(a)
separate piece of paper annexed to the form.
This notice must be given to a listed company, or the responsible entity for a listed managed
(b)
investment scheme. A copy of this notice must also be given to each relevant securities exchange.
The person must give a copy of this notice:
(c) —
(i)
within 2 business days after they become aware of the information; or
(ii)
by 9.30 am on the next trading day of the relevant securities exchange after they become
aware of the information if:
a takeover bid is made for voting shares in the company or voting interests
(A)
in the scheme; and
the person becomes aware of the information during the bid period.
(B)
Annexures
To make any annexure conform to the regulations, you must
1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
2 show the corporation name and ACN or ARBN
3 number the pages consecutively
4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible
when photocopied
5 identify the annexure with a mark such as A, B, C, etc
6 endorse the annexure with the words:
This is annexure (mark) of (number) pages referred to in form (form number and title)
7 sign and date the annexure
The annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

Continuation Sheet to Form 604 dated 9 February 2011 filed by Regent Pacific Group Limited

6. Addresses

Name Address
Regent Pacific Group Registered office address: P.O. Box 309, Ugland
House, Grand Cayman, KY1-1104, Cayman Islands
Correspondence address: Suite 1001, Henley Building,
5 Queen's Road Central, Hong Kong
Nefco Nominees Pty Limited GPO Box W2024, Perth WA 6846

Henguild

Stella Fung
Company Secretary
Regent Pacific Group Limited
9 February 2011

Annexure

This is the Annexure of one (1) page mentioned in the ASIC Form 604 signed by me and dated 9 February 2011.

Kenignon

Stella Fung Company Secretary Regent Pacific Group Limited 9 February 2011

List of related bodies corporate of Regent Pacific Group Limited

  • $1.$ Abagagi Changjiang Mining Co., Ltd.
  • $2.$ Alphorn Management Limited
  • $3l$ AstroEast.com (Hong Kong) Limited
  • $\overline{4}$ . AstroEast.com Limited
  • $51$ Amerinvest Coal Industry Holding Company (BVI) Limited
  • Amerinvest Coal Industry Holding Company (Hong Kong) Limited 6.
  • Amerinvest Coal Industry Holding Company Limited $7.$
    1. Capital Nominees Limited
  • Interman Holdings Limited 9.
  • Interman Limited $10.$
  • MinMetallurgical Consultants Limited $11.$
  • PT Regent Resources Indonesia $12.$
  • $13.$ Regent (Australia) Limited
  • Regent Coal (Beijing) Consulting Limited $14.$
  • Regent Coal (BVI) Limited $15.$
  • Regent Coal (Holdings) Limited $16.$
  • $17.$ Regent Corporate Finance Limited
  • $18.$ Regent Financial Services Limited
  • Regent Fund Management (Asia) Limited 19.
    1. Regent Fund Management Limited
  • $21.$ Regent (Indonesia I) Limited
  • Regent (Indonesia II) Limited $22.$
  • Regent Metals Australia Pty Limited 23.
  • 24 Regent Metals Holdings Limited
    1. Regent Metals (Jersey) Limited
    1. Regent Minerals Limited
    1. Regent Pacific Group (Hong Kong) Limited
    1. Regent Pilbara II Pty Limited
    1. Regent Pilbara Pty Limited
  • $30.$ RPG (Bahamas) Limited
  • RPG Investments I Limited $31.$
  • $32.$ Simao Regent Minerals Limited