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DEVELOP GLOBAL LIMITED — Regulatory Filings 2021
Apr 11, 2021
64801_rns_2021-04-11_3562e624-8984-4e6c-835d-a561ffbdf6c2.pdf
Regulatory Filings
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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
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 08/04/2021 The previous notice was given to the company on 26/02/2021 The previous notice was dated 26/02/2021
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 | Previous notice | Present notice | Present notice |
|---|---|---|---|---|
| Person’s votes | Voting power (5) | Person’s votes | Voting power (5) | |
| Ordinary shares | 30,610,210 | 30,610,210 (7.901%) |
28,999,433 | 28,999,433 (6.904%) |
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
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 asholder(8) |
Nature of relevant interest (6) |
Class and number of securities |
Person’s votes |
|---|---|---|---|---|---|
| Please refer to continationsheet |
|||||
604 page 2/2 15 July 2001
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:
Signature
Name Address As per continuation sheet print name Stella Fung Capacity Company Secretary sign here date 09/04/2021
DIRECTIONS
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(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.
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(2) See the definition of “associate” in section 9 of the Corporations Act 2001.
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(3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
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(4) The voting shares of a company constitute one class unless divided into separate classes.
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(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).
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 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.
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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.
604 GUIDE page 1/1 13 March 2000 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 (a) If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form. (b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange. (c) The person must give a copy of this notice: (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) a takeover bid is made for voting shares in the company or voting interests in the scheme; and (B) the person becomes aware of the information during the bid period. 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 9 April 2021 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 |
|---|---|---|---|---|---|
| 01/03/2021 | (i) Regent Pacific Group; (ii) Galloway Limited (a company indirectly wholly owned by James Mellon, being a Director and a substantial shareholder of Regent Pacific Group Limited); & (iii) James Mellon |
Disposal of 677,874 VXR shares by Galloway Limited, to the market, which did not trigger any disclosure obligation for Regent Pacific |
A$234,654.52 | Ordinary Shares | 677,874 Ordinary Shares |
| 02/03/2021 | (i) Regent Pacific Group; (ii) Galloway Limited; & (iii) James Mellon |
Exercise of option & subscription of 909,090 new VXR shares by Galloway Limited, which did not trigger any disclosure obligation for Regent Pacific |
A$90,909.00 | Ordinary Shares | 909,090 Ordinary Shares |
| 17/03/2021 | (i) Regent Pacific Group; (ii) Galloway Limited; & (iii) James Mellon |
Disposal of 1,628,853 VXR shares by Galloway Limited to the market, which did not trigger any disclosure obligation for Regent Pacific |
A$814,426.50 | Ordinary Shares | 1,628,853 Ordinary Shares |
| 08/04/2021 | (i) Regent Pacific Group; (ii) Galloway Limited; & (iii) James Mellon |
Disposal of 213,140 VXR shares by Galloway Limited to the market |
A$97,683.98 | Ordinary Shares | 213,140 Ordinary Shares |
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Stella Fung Company Secretary Regent Pacific Group Limited 9 April 2021
Page 1 of 1
Section 4 of the Form 604 dated 9 April 2021 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 |
23,849,445 Ordinary Shares |
23,849,445 Ordinary Shares |
| Galloway Limited | Citicorp Nominees Pty Limited |
Galloway Limited | Controller/ Beneficial owner of shares |
3,932,304 Ordinary Shares |
3,932,304 Ordinary Shares |
| James Mellon | Citicorp Nominees Pty Limited |
James Mellon | Controller/ Beneficial owner of shares |
1,217,684 Ordinary Shares |
1,217,684 Ordinary Shares |
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Stella Fung Company Secretary Regent Pacific Group Limited 9 April 2021
Section 6 of the Form 604 dated 9 April 2021 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 |
| Citicorp Nominees Pty Limited | P.O. Box 764G, Melbourne VIC 3001, Australia |
| James Mellon | Collinson House, Spaldrick, Port Erin, Isle of Man |
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Stella Fung Company Secretary Regent Pacific Group Limited 9 April 2021
Annexure
This is the Annexure of one (1) page mentioned in the ASIC Form 604 signed by me and dated 9 April 2021.
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Stella Fung Company Secretary Regent Pacific Group Limited 9 April 2021
List of related bodies corporate of Regent Pacific Group Limited
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Amerinvest Coal Industry Holding Company (BVI) Limited
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Amerinvest Coal Industry Holding Company Limited
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Capital Nominees Limited
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Deep Longevity, Inc
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Deep Longevity Limited
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Endurance RP Limited (formerly known as “Amerinvest Coal Industry Holding Company (Hong Kong) Limited”)
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Interman Holdings Limited
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MinMetallurgical Consultants Limited
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Plethora Pharma Solutions Limited
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Plethora Solutions Holdings plc
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Plethora Solutions Limited
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Regent Coal (Holdings) Limited
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Regent Corporate Finance Limited
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Regent Financial Services Limited
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Regent Pacific Group (Hong Kong) Limited
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RPG (Bahamas) Limited