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EMERALD RESOURCES NL — Major Shareholding Notification 2016
Sep 8, 2016
64849_rns_2016-09-08_6b52d2c7-ca6f-4d23-aa7f-72895f0f26d1.pdf
Major Shareholding Notification
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15 July 2001
604
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme Renaissance Minerals Limited
ACN/ARSN ACN 141 196 545
1. Details of substantial holder(1)
Name Emerald Resources NL ( EMR ) ACN/ARSN (if applicable) ACN 009 795 046 There was a change in the interests of the substantial holder on 08/09/16 The previous notice was given to the company on 08/09/16 The previous notice was dated 08/09/16
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 | 227,256,085 | 39.56% | 261,253,036 | 45.48% |
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 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 |
|---|---|---|---|---|---|
| 8 September 2016 |
Emerald Resources NL |
Acquisition of a relevant interest in Renaissance Minerals Limited (RNS) ordinary shares as a result of EMR receiving acceptances to its takeover offer dated 24 August 2016 (Takeover Offer) |
1.55 EMR shares for every 1 RNS Share, as per the Takeover Offer |
33,996,951 ordinary shares |
33,996,951 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 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 |
|---|---|---|---|---|---|
| Emerald Resources NL |
The parties listed in Annexure A |
The parties listed in Annexure A |
Relevant interest under section 608(1)(c) and/or section 608(8) |
54,096,902 ordinary shares |
9.42% |
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----- Start of picture text -----
of the Corporations
Act, being a relevant
interest arising under
the Pre-Bid Deeds. A
copy of a Pre-Bid Deed
is attached to EMR’s
Form 604 – Notice of
change in interests of
substantial holder
dated 20 July 2016
Relevant interest under
Emerald Emerald Emerald Resources section 608(1)(a) of the 57,444,445
Resources NL Resources NL NL Corporations Act as ordinary shares 10%
the holder of the
shares
Shareholders of Relevant interest under
Emerald Resources
RNS who have section 608(8) of the
Emerald NL subject to the 149,711,689
Resources NL accepted offers terms of the Corporations Act, as a ordinary shares 26.06%
pursuant to the Takeover Offer result of acceptance of
Takeover Offer the Takeover Offer
----- End of picture text -----
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 N/A N/A
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Emerald Resources NL | 1110 Hay Street, West Perth, WA, 6005 |
| Renaissance Minerals Ltd | 78 Churchill Avenue, Subiaco, WA, 6008 |
Signature
print name Morgan Hart Director sign here date 9/ 09/2016
sign here
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.
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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).
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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 identify 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.
Annexure A to Form 604 – Notice of change of interests of substantial holder Emerald Resources NL ACN 009 795 046
This is Annexure A of 1 page referred to the Form 604 signed by me on the date noted below.
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Signature Print name: Morgan Hart Capacity: Director Date: 9 September 2016
| Holder | ACN | Class and number of securities | Person's votes |
|---|---|---|---|
| Market Watch Pty Ltd Super Fund A/C> | 607 832 628 | 350,000 | 0.06% |
| Mr Simon David Yeo and Mrs Jennifer Dale Yeo Fund\ A/C> |
700,000 | 0.12% | |
| Mr Robert Hirzel Black | 500,000 | 0.09% | |
| Tethyan Holdings Pty Ltd Investment A/C> | 119 850 725 | 1,480,000 | 0.26% |
| Mr Kee Khoo Seah | 8,333,333 | 1.45% | |
| Attrition Holdings PtyLtd | 056 447 280 | 570,000 | 0.10% |
| BNM Holdings Pty Ltd Family A/C> | 107 483 312 | 1,490,000 | 0.26% |
| Mr Andrew McKenzie and Mrs Catherine McKenzie Super Fund A/C> |
920,000 | 0.16% | |
| Mutual Investments Pty Ltd Family A/C> |
063 869 410 | 3,333,333 | 0.58% |
| Mrs Jodi Clayton | 1,490,000 | 0.26% | |
| Mrs Melanie Jane Chessell | 1,490,000 | 0.26% | |
| Inkese Pty Ltd | 009 294 071 | 2,100,000 | 0.37% |
| Mrs Emma Jane Woods | 1,490,000 | 0.26% | |
| Zero Nominees Pty Ltd | 091 927 981 | 27,610,236 | 4.81% |
| Zero Nominees Pty Ltd | 091 927 981 | 1,490,000 | 0.26% |
| Mrs Catherine Patricia McKenzie | 750,000 | 0.13% |