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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.
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(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.
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(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.
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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 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.
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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’”.
-
(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 |