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DEVELOP GLOBAL LIMITED Major Shareholding Notification 2019

Aug 5, 2019

64801_rns_2019-08-05_c28ee01a-639f-42a2-a0bb-3c3141c01bc5.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 28 122 180 205
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
01/08/2019
The previous notice was given to the company on 22/03/2019
The previous notice was dated 22/03/2019
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  1. 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)
Ordinary shares 40.084.733 40.084.733
(14.328%)
35.414.733 35.414,733
(12.659%)

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
Please refer to
continuation sheet

4. Present relevant interests

mentionlars 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 Person's votes
relevant holder of to be registered relevant number of
interest securities as holder (8) interest (6) securities
Please refer to
contination sheet

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:

As per continuation sheet

Signature

print name Stella Fung Capacity Company Secretary
sign here Acresponts date 02/08/2019

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.
  • See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
  • See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
  • The voting shares of a company constitute one class unless divided into separate classes. $(4)$
  • The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
  • Include details of: $(6)$
  • 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
  • any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the $(b)$ 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.

  • Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant $(7)$ 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.
  • If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an $(8)$ option) write "unknown".
  • Give details, if appropriate, of the present association and any change in that association since the last substantial $(9)$ holding notice.

This guide does not form part of the prescribed form and is GUIDE included by ASIC to assist you in completing and lodging form 604. This form must be signed by either a director or a secretary of the substantial holder. Signature Lodging period Nil. Lodging fee Nil. Other forms to be completed Nil. If additional space is required to complete a question, the information may be included on a Additional information $(a)$ 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: $(c)$ within 2 business days after they become aware of the information; or $(i)$ $(ii)$ 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.

Section 3 of the Form 604 dated 2 August 2019 filed by Regent Pacific Group Limited

$3.$ 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
Consideration
given in relation
to change (7)
Class and
number of
securities
affected
Person's votes
affected
02/04/2019 Regent Pacific
Group and
Galloway Limited
(a company
indirectly wholly
owned by James
Mellon, being a
Director and a
substantial
shareholder of
Regent Pacific
Group Limited)
Disposal of an
aggregate of
2,170,000 VXR
shares by
Regent Pacific to
the market.
which did not
trigger any
disclosure
obligation for
Regent Pacific
A\$477,400.00 2,170,000
ordinary shares
2,170,000
Ordinary shares
03/04/2019 Regent Pacific
Group, Galloway
and Jamie
Alexander
Gibson (the
Executive
Director and
Chief Executive
Officer of Regent
Pacific Group
Limited)
Transfer of an
aggregate of
2,435,369 VXR
shares by
Regent Pacific to
Jamie Alexander
Gibson, which
did not trigger
any disclosure
obligation for
Regent Pacific
A\$535,781.18 2,435,369
ordinary shares
2,435,369
Ordinary shares
15/04/2019 Regent Pacific
Group,
Galloway, Jamie
Alexander
Gibson and
James Mellon
Transfer of
1,217,684 VXR
shares by Jamie
Alexander
Gibson to James
Mellon, which did
not trigger any
disclosure
obligation for
Regent Pacific
A\$267,890.48 1,217,684
ordinary shares
1,217,684
ordinary shares
30/07/2019 Regent Pacific
Group,
Galloway, Jamie
Alexander
Gibson and
James Mellon
Transfer of
7.140,817 VXR
shares by
Regent Pacific to
Galloway
Limited, which
did not trigger
any disclosure
obligation for
Regent Pacific
A\$1,428,163.40 7.140.817
ordinary shares
7,140,817
ordinary shares
01/08/2019 Regent Pacific
Group,
Galloway, Jamie
Alexander
Gibson and
James Mellon
Disposal of an
aggregate of
2,500,000 VXR
shares by
Regent Pacific to
the market
A\$500,000 2,500,000
ordinary shares
2,500,000
ordinary shares

Section 4 of the Form 604 dated 2 August 2019
filed by Regent Pacific Group Limited

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
affected
Regent Pacific
Group
Regent Pacific
Group Limited
Regent Pacific
Group Limited
Controller/
Beneficial owner
of shares
24,899,455
ordinary shares
24.899,445
ordinary shares
Galloway Limited Pershing
Nominees
Limited
Galloway Limited Controller/
Beneficial owner
of shares
8.079.919
ordinary shares
8.079.919
ordinary shares
Jamie Alexander
Gibson
Zero Nominees
Pty Limited
Jamie Alexander
Gibson
Controller/
Beneficial owner
of shares
1,217,685
ordinary shares
1,217,685
ordinary shares
James Mellon Pershing
Nominees
Limited
James Mellon Controller/
Beneficial owner
of shares
1.217,684
ordinary shares
1.217.684
ordinary shares

$\lambda$ a $\gamma$ 67 $\zeta$

Stella Fung
Company Secretary
Regent Pacific Group Limited
2 August 2019

Section 6 of the Form 604 dated 2 August 2019
filed by Regent Pacific Group Limited

$6.$ Addresses

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

Name Address
Regent Pacific Group Limited Registered office address: P.O. Box 309, Ugland House,
Grand Cayman, KY1-1104, Cayman Islands
Correspondence address: 8th Floor, Henley Building, 5
Queen's Road Central, Hong Kong
Galloway Limited P.O. Box 3186, Palm Grove House, Road Town, Tortola, VG
1110, British Virgin Islands
Pershing Nominees Limited The Royal Liver Building, Pier Head, Liverpool, L3 1LL,
United Kingdom
Jamie Alexander Gibson 4 Links Avenue, Montagu Street, Blanco, George 6531,
South Africa
Zero Nominees Pty Ltd. P.O. Box Z5036, Perth, St Georges Tce, WA 6831, Australia
James Mellon Collinson House, Spaldrick, Port Erin, Isle of Man

Very Ćл

Stella Fung Company Secretary
Regent Pacific Group Limited
2 August 2019

Annexure

This is the Annexure of one (1) page mentioned in the ASIC Form 604 signed by me and dated 2 August 2019.

$\partial$ $\sim$ 4 $/$

Stella Fung Company Secretary Regent Pacific Group Limited 2 August 2019

List of related bodies corporate of Regent Pacific Group Limited

  • $1.$ Alphorn Management Limited
  • Amerinvest Coal Industry Holding Company (BVI) Limited $2.$
  • Amerinvest Coal Industry Holding Company (Hong Kong) Limited $3.$
  • Amerinvest Coal Industry Holding Company Limited $\overline{4}$ .
  • AstroEast.com Limited $5.$
  • Capital Nominees Limited $6.$
  • Interman Holdings Limited $71$
  • Interman Limited 8.
  • MinMetallurgical Consultants Limited $91$
  • Plethora Solutions Holdings plc $10.$
  • Plethora Solutions Limited $11.$
  • Regent (Australia) Limited $12.$
  • Regent Coal (Holdings) Limited $13.$
  • Regent Corporate Finance Limited 14.
  • Regent Financial Services Limited $15.$
  • Regent Fund Management (Asia) Limited $16.$
  • Regent Fund Management Limited $17.$
  • Regent (Indonesia I) Limited $18.$
  • $19.$ Regent (Indonesia II) Limited
  • $20.$ Regent Metals Holdings Limited
  • Regent Pacific Group (Hong Kong) Limited $21.$
  • RPG (Bahamas) Limited $22.$
  • RPG Investments I Limited 23.