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EBOS GROUP LIMITED Major Shareholding Notification 2019

Oct 15, 2019

64813_rns_2019-10-15_4414ab35-46bc-4129-825f-16102d4609cd.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

MedAdvisor Limited

ACN/ARSN

ACN 145 327 617

1. Details of substantial holder (1)

The following persons:

Name

• EBOS Group Limited ("EBOS"), EBOS PH Pty Ltd ("EBOS PH") and each of the parties listed in Annexure 'A'

• Sybos Holdings Pte Limited and the Zuellig Group Incorporated (together "Zuellig") and related bodies, (the foregoing persons collectively being the "Substantial Holders")

ACN/ARSN (if applicable)

There was a change in the interests of the substantial holder on 11/10/2019 The previous notice was given to the company on 25/10/2017 The previous notice was dated 25/10/2017

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)
Fully paid ordinary shares
("Shares")
185,217,391 14.10% (based on
1,313,277,982 Shares on
issue)
185,217,391 10.78% (based on
1,718,569,088 Shares
on issue)

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
11/10/2019 Substantial
Holders
Decrease in relevant interest as a result
of 340,000,000 Shares issued, further
details of which are set out in the
Appendix 3B lodged with the ASX by
MedAdvisor Limited on 11 October 2019
("October 2019 Appendix 3B").
N/A 185,217,391 Shares 185,217,391
11/10/2019 Substantial
Holders
Decrease in relevant interest as a result
of 2,500,000 Shares issued, further
details of which are set out in the October
2019 Appendix 3B.
N/A 185,217,391 Shares 185,217,391
11/10/2019 Substantial
Holders
Decrease in relevant interest as a result
of 2,686,666 Shares issued, further
details of which are set out in the October
2019 Appendix 3B.
N/A 185,217,391 Shares 185,217,391
30/07/2019 Substantial
Holders
Decrease in relevant interest as a result
of 1,470,000 Shares issued, further
details of which are set out in the
Appendix 3B lodged with the ASX by
MedAdvisor Limited on 30 July 2019.
N/A 185,217,391 Shares 185,217,391
17/06/2019 Substantial
Holders
Decrease in relevant interest as a result
of 1,299,999 Shares issued, further
details of which are set out in the
Appendix 3B lodged with the ASX by
MedAdvisor Limited on 17 June 2019.
N/A 185,217,391 Shares 185,217,391
22/05/2019 Substantial
Holders
Decrease in relevant interest as a result
of 2,653,332 Shares issued, further
details of which are set out in the
Appendix 3B lodged with the ASX by
MedAdvisor Limited on 22 May 2019
("May 2019 Appendix 3B").
N/A 185,217,391 Shares 185,217,391
22/05/2019 Substantial
Holders
Decrease in relevant interest as a result
of 5,000,000 Shares issued, further
details of which are set out in the May
2019 Appendix 3B.
N/A 185,217,391 Shares 185,217,391
29/03/2019 Substantial
Holders
Decrease in relevant interest as a result
of 2,250,000 Shares issued, further
details of which are set out in the
Appendix 3B lodged with the ASX by
MedAdvisor Limited on 8 February 2019
("March 2019 Appendix 3B").
N/A 185,217,391 Shares 185,217,391
29/03/2019 Substantial
Holders
Decrease in relevant interest as a result
of 194,445 Shares, further details of
which are set out in the March 2019
Appendix 3B.
N/A 185,217,391 Shares 185,217,391
08/02/2019 Substantial
Holders
Decrease in relevant interest as a result
of 22,500,000 Shares issued, further
details of which are set out in the
Appendix 3B lodged with the ASX by
MedAdvisor Limited on 8 February 2019
("February 2019 Appendix 3B").
N/A 185,217,391 Shares 185,217,391
08/02/2019 Substantial
Holders
Decrease in relevant interest as a result
of 4,886,664 Shares issued, further
details of which are set out in the
February 2019 Appendix 3B.
N/A 185,217,391 Shares 185,217,391
12/11/2018 Substantial
Holders
Decrease in relevant interest as a result
of 10,000,000 Shares issued, further
details of which are set out in the
Appendix 3B lodged with the ASX by
MedAdvisor Limited on 12 November
2018.
N/A 185,217,391 Shares 185,217,391
24/08/2018 Substantial
Holders
Decrease in relevant interest as a result
of 5,200,000 Shares issued, further
details of which are set out in the
Appendix 3B lodged with the ASX by
MedAdvisor Limited on 24 August 2018.
N/A 185,217,391 Shares 185,217,391
16/04/2018 Substantial
Holders
Decrease in relevant interest as a result
of 3,650,000 Shares, further details of
which are set out in the Appendix 3B
lodged with the ASX by MedAdvisor
Limited on 16 April 2018 ("April 2018
Appendix 3B").
N/A 185,217,391 Shares 185,217,391
16/04/2018 Substantial
Holders
Decrease in relevant interest as a result
of 1,000,000 Shares issued, further
details of which are set out in the April
2018 Appendix 3B.
N/A 185,217,391 Shares 185,217,391

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
Nature of
relevant
interest (6)
Class and
number of
securities
Person’s
votes
EBOS PH EBOS PH EBOS PH Registered holder of securities. 185,217,391
Shares
185,217,391
EBOS EBOS PH EBOS PH Deemed under section 608(3)(b) of the
Corporations Act 2001(Cth) to have a
relevant interest in the Shares in which
EBOS has a relevant interest
185,217,391
Shares
185,217,391
Zuellig EBOS PH EBOS PH Deemed under section 608(3)(a) of the
Corporations Act 2001(Cth) to have a
relevant interest in the Shares in which
EBOS has a relevant interest
185,217,391
Shares
185,217,391

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
Nature's Recipe Pet Foods(NZ)Ltd Ceased to be an associate
Warner and Webster Pty. Limited Became an associate
W & W Management Services Pty Ltd Became an associate
Mega Save Management Pty Ltd Became an associate
CC Pharmacy Investments Pty Ltd Became an associate
CC Pharmacy Management Pty Ltd Became an associate
PBA Finance No. 1 Pty Ltd Became an associate
Collaboration Medical Clinics Pty Ltd Became an associate
BFCMC Pty Ltd Became an associate
Ventura Health Pty Ltd Became an associate
Cincotta Holding Company Pty Ltd Became an associate
You Save Management Pty Ltd Became an associate
CC Pharmacy Promotions Pty Limited Became an associate
Healthcare Supply Partners Pty Ltd Became an associate
EBOS Medical Devices NZ Limited Became an associate
National Surgical Pty Ltd Became an associate
EBOS Medical Devices Australia Pty Ltd Became an associate
LMT Surgical Pty Ltd Became an associate
Shanghai EBOS Business Management
Co. Ltd
Became an associate

6. Addresses

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

Name Address
EBOS PH, EBOS and each of the
parties listed in Annexure 'A'
Level 7, 737 Bourke Street, Docklands, Victoria 3008
Zuellig and related bodies 2003-2006 Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong

Signature

Signed on behalf of the Substantial Holders

print name
sign here
John Cullity
capacity
Authorised Signatory
Date 15 / 10 / 2019

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:

  • (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

  • (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 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.

  • (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’”.

  • (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A

This is Annexure "A" of 1 page referred to in the accompanying Form 604.

Signature on behalf of the Substantial Holders

print name
sign here
John Cullity
capacity
Authorised Signatory
Date
15
/ 10 / 2019
Pet Care Holdings Australia Pty Limited Terry White Group Limited
EBOS Group Australia Pty Limited Developing People Pty Ltd
EBOS Health & Science Pty Limited Chemmart Holdings Pty Limited
PRNZ Limited TW&CM Pty Ltd
Pharmacy Retailing NZ Limited TWC IP Pty Ltd
Pet Care Distributors Pty Limited PBA Wholesale Pty Ltd
Masterpet Corporation Limited VIM Health Pty Ltd
Masterpet Australia Pty Limited PBA Finance No. 1 Pty Ltd
Botany Bay Imports Exports Pty Limited PBA Finance No. 2 Pty Ltd
Aristopet Pty Ltd Chem Plus Pty Ltd
Richard Thomson Pty Ltd Pharmacy Brands Australia Pty Ltd
Pets International Pty Ltd VIM Health IP Pty Ltd
Beaphar Pty Ltd Tony Ferguson Weight Management Pty Ltd
Black Hawk Premium Pet Care Pty Limited Lite Living Pty Ltd
Shanghai EBOS Business Management Co. Ltd Collaboration Medical Clinics Pty Ltd
Masterpet Logistics Pty Ltd BFCMC Pty Ltd
Vitapet Corporation Pty Ltd Alchemy Holdings Pty Limited
EAHPL Pty Limited Alchemy Sub-Holdings Pty Ltd
ZHHA Pty Ltd HPS Holdings Group (Aust) Pty Ltd
ZAP Services Pty Ltd HPS Hospitals Pty Ltd
Symbion Pty Ltd HPS Corrections Pty Ltd
Intellipharm Pty Ltd HPS Services Pty Ltd
Clinect Pty Ltd Hospharm Pty Ltd
Lyppard Australia Pty Ltd HPS IVF Pty Ltd
DoseAid Pty Limited HPS Finance Pty Ltd
Symbion Pharmacy Services Trade Receivables Trust HPS Brands Pty Ltd
Clinect NZ Pty Ltd Ventura Health Pty Ltd
Endeavour Consumer Health Limited Cincotta Holding Company Pty Ltd
Nexus Australasia Pty Limited You Save Management Pty Ltd
Endeavour CH Pty Ltd CC Pharmacy Promotions Pty Limited
ACN 618 208 969 Pty Ltd Healthcare Supply Partners Pty Ltd
Warner and Webster Pty. Limited EBOS Medical Devices NZ Limited
W & W Management Services Pty Ltd National Surgical Pty Ltd
Mega Save Management Pty Ltd EBOS Medical Devices Australia Pty Ltd
CC Pharmacy Investments Pty Ltd LMT Surgical Pty Ltd
CC Pharmacy Management Pty Ltd