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EMERALD RESOURCES NL — Major Shareholding Notification 2016
Sep 4, 2016
64849_rns_2016-09-04_b7a3d982-900f-4911-b307-8a99ab864a96.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 RenaissanceMineralsLimited |
To Company Name/Scheme RenaissanceMineralsLimited |
To Company Name/Scheme RenaissanceMineralsLimited |
To Company Name/Scheme RenaissanceMineralsLimited |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ACN/ARSN | ACN 141 196 545 | |||||||||||||
| 1. Details of substantial holder(1) | ||||||||||||||
| Name | EmeraldResourcesNL(EMR) | |||||||||||||
| ACN/ARSN (if applicable) | ACN 009 795 046 | |||||||||||||
| There was a change in the interests of the | ||||||||||||||
| substantial holder on | 02/09/16 | |||||||||||||
| The previous notice was given to the company | ||||||||||||||
| on | 02/09/16 | |||||||||||||
| The previous notice was dated | 02/09/16 | |||||||||||||
| 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 | Present notice | ||||||||||||
| Person’s votes | Voting power (5) | Person’s votes | Voting power (5) | |||||||||||
| Ordinary shares | 145,161,133 | 25.27% | 257,643,302 | 44.85% | ||||||||||
| 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 | Person whose | Nature of | Consideration | Class and | Person’s votes | |||||||||
| change | relevant interest | change (6) | given in relation to | number of | affected | |||||||||
| changed | change (7) | securities | ||||||||||||
| affected | ||||||||||||||
| Acquisition of a | ||||||||||||||
| relevant | ||||||||||||||
| interest in | ||||||||||||||
| Renaissance | ||||||||||||||
| Minerals | ||||||||||||||
| 1 September 2016 |
Emerald Resources NL |
Limited (RNS) ordinary shares as a result of EMR receiving acceptances to |
1.55 EMR shares for every 1 RNS Share, as per the Takeover Offer |
112,482,169 ordinary shares |
112,482,169 ordinary shares |
|||||||||
| its takeover | ||||||||||||||
| offer dated 24 | ||||||||||||||
| August 2016 | ||||||||||||||
| (Takeover | ||||||||||||||
| Offer) | ||||||||||||||
| 4. Present relevant interests | ||||||||||||||
| Particulars of each relevant interest of the substantial holder in voting | securities after the change are | as follows: | ||||||||||||
| Holder of | Registered | Person entitled to | Nature of relevant | Class and | Person’s | |||||||||
| relevant | holder of | be registered as | interest (6) | number of | votes | |||||||||
| interest | securities | holder (8) | securities |
| 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% |
| 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 dated20 July2016 |
|||||
|---|---|---|---|---|---|
| Emerald Resources NL |
Emerald Resources NL |
Emerald Resources NL |
Relevant interest under section 608(1)(a) of the Corporations Act as the holder of the shares |
57,444,445 ordinary shares |
10% |
| Emerald Resources NL |
Shareholders of RNS who have accepted offers pursuant to the TakeoverOffer |
Emerald Resources NL subject to the terms of the Takeover Offer |
Relevant interest under section 608(8) of the Corporations Act, as a result of acceptance of theTakeoverOffer |
146,101,955 ordinary shares |
25.43% |
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 andACN/ARSN(ifapplicable) | Nature ofassociation |
|---|---|
| N/A | N/A |
| sses sses 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 |
6. Addresses
The addresses of persons named in this form are as follows:
Signature
| print name Morgan Hart Director |
|---|
| sign here |
| date 5/ 09/2016 |
| DIRECTIONS |
| r of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the |
| of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons |
| r, they may be referred to throughout the form as a specifically named group if the membership of each group, with the |
| s of members is clearly set out in paragraph 6 of the form. |
| “associate” in section 9 of the Corporations Act 2001. |
| “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001. |
| a company constitute one class unless divided into separate classes. |
| ivided by the total votes in the body corporate or scheme multiplied by 100. |
| greement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, |
| document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of |
| cheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or |
| and |
| on of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of |
| to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). |
| “relevant agreement” in section 9 of the Corporations Act 2001. |
| eration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, |
| tled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or |
| Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the |
| they are not paid directly to the person from whom the relevant interest was acquired. |
| der is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write “unknown”. |
| priate,of thepresent association and anychange in that association since the last substantial holdingnotice. |
sign here
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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.
-
(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.
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(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.
-
(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.
==> picture [82 x 35] intentionally omitted <==
Signature Print name: Morgan Hart Capacity: Director Date: 5 September 2016
| Holder | ACN | Class and number of securities | Person's votes |
|---|---|---|---|
| Market Watch Pty Ltd Super FundA/C> | 607832628 | 350,000 | 0.06% |
| Mr Simon David Yeo and Mrs Jennifer Dale Yeo A/C> |
700,000 | 0.12% | |
| Mr RobertHirzel Black | 500,000 | 0.09% | |
| Tethyan Holdings Pty Ltd InvestmentA/C> | 119 850725 | 1,480,000 | 0.26% |
| Mr KeeKhoo Seah | 8,333,333 | 1.45% | |
| Attrition HoldingsPtyLtd | 056447 280 | 570,000 | 0.10% |
| BNM Holdings Pty Ltd FamilyA/C> | 107 483 312 | 1,490,000 | 0.26% |
| Mr Andrew McKenzie and Mrs Catherine McKenzie Super FundA/C> |
920,000 | 0.16% | |
| Mutual Investments Pty Ltd FamilyA/C> | 063 869410 | 3,333,333 | 0.58% |
| Mrs JodiClayton | 1,490,000 | 0.26% | |
| MrsMelanie Jane Chessell | 1,490,000 | 0.26% | |
| InkesePtyLtd | 009294071 | 2,100,000 | 0.37% |
| MrsEmma JaneWoods | 1,490,000 | 0.26% | |
| ZeroNomineesPtyLtd | 091927981 | 27,610,236 | 4.81% |
| ZeroNomineesPtyLtd | 091927981 | 1,490,000 | 0.26% |
| Mrs CatherinePatriciaMcKenzie | 750,000 | 0.13% |