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EMERALD RESOURCES NL — Major Shareholding Notification 2021
Jul 26, 2021
64849_rns_2021-07-26_3f0731c9-884b-4cdb-aa56-bf3a10a1fb1a.pdf
Major Shareholding Notification
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Ellerston Capital Limited ABN 34 110 397 674 AFSL No. 283 000
Level 11, 179 Elizabeth Street Sydney NSW 2000 Phone +612 9021 7797 Fax +612 9261 0528 www.ellerstoncapital.com
TO: The Manager, Company Announcements, ASX
FAX No:
FROM: Ellerston Capital Limited
DATE: 26/07/2021
NO. OF PAGES (Including this page) 7
Dear Manager
RE:
EMERALD RESOURCES NL - Form 603
We attach our notice of becoming a substantial holder (Form 603) in respect of EMERALD RESOURCES NL.
We note that the shares reported in this Form are owned by third party accounts under the discretionary investment management of Ellerston Capital Limited.
None of Ellerston Capital Limited, nor any of its shareholders or any of their associates hold a direct interest in any shares disclosed in this Form.
Yours sincerely,
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Ian Kelly Company Secretary Ellerston Capital Limited
Form 603 Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme EMERALD RESOURCES NL
ACN/ARSN/ARBN
ACN 009 795 046
1. Details of substantial holder (1)
Name Ellerston Capital Limited (Primary Person), and its associates being those persons listed in Annexure B ACN/ARSN (if applicable) ACN 110 397 674
The holder became a substantial holder on 23/07/2021
2. Details of 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 on the date the substantial holder became a substantial holder are as follows:
| Class of securities (4) | Number of securities | Person’s votes (5) | Voting power (6) |
|---|---|---|---|
| Securities | 26,026,595 | 26,026,595 | 5.05% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
|---|---|---|
| Primary Person | The Primary Person in its capacity as investment manager for various clients or as trustee/responsible entity for investment vehicles, has the power to exercise, or control the exercise of, a right to vote attached to the securities and has the power to dispose of, or control the exercise a disposal of, the securities |
26,026,595 Securities |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest |
Registered holder of Securities |
Registered holder of Securities |
Person entitled to be registered as holder (8) |
Person entitled to be registered as holder (8) |
of securities Class and number |
|---|---|---|---|---|---|
| Primary Person | BNP Paribas Nominees Pty Limited | BNP Paribas Nominees Pty Limited | 2,524,184 Securities | ||
| Primary Person | JP Morgan Nominees Australia Limited |
JP Morgan Nominees Australia Limited |
23,502,411 Securities | ||
| for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial tantial holder is as follows: |
|||||
| See Annexure A |
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| Refer to Annexure B |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| See annexures | The Substantial Shareholder – c/- Level 11, 179 Elizabeth Street, Sydney, NSW, 2000 |
| The entities listed in Annexure A – c/- Level 11, 179 Elizabeth Street, Sydney, NSW, 2000 |
|
| EMERALD RESOURCES NL | 1110 Hay St, WEST PERTH, WA, AUSTRALIA, 6005 |
Signature
| print name | Ian Kelly | capacity | Company Secretary |
|---|---|---|---|
| sign here | date | 26/07/2021 |
DIRECTIONS
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 (1) 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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
(6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7) Include details of:
any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the (a) 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
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 (b) 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.
(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.’”
Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to (9) 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.
EMERALD RESOURCES NL ACN 009 795 046
This is Annexure A of 1 pages referred to in Form Form 603 Notice of initial substantial holder.
Signature
print name
sign here
| Ian Kelly | capacity | Company Secretary | |
|---|---|---|---|
| date | 26/07/2021 |
| Date of Change | Person whose relevant interest changed |
Consideration give in relation to change (5) |
Class (6) and number of securities affected |
|---|---|---|---|
| 26/07/2021 | PrimaryPerson | $68,059.20 | 77,340 Securities |
| 23/07/2021 | PrimaryPerson | $205,836.76 | 233,932 Securities |
| 22/07/2021 | PrimaryPerson | $40,343.60 | 45,845 Securities |
| 21/07/2021 | PrimaryPerson | $41,519.01 | 47,723 Securities |
| 20/07/2021 | PrimaryPerson | $8,580.81 | 9,863 Securities |
| 19/07/2021 | PrimaryPerson | $116,496.05 | 134,771 Securities |
| 16/07/2021 | PrimaryPerson | $1,393.74 | 1,602 Securities |
| 24/06/2020 | PrimaryPerson | $490,000.00 | 1,000,000 Securities |
| 25/03/2020 | PrimaryPerson | $0.68 | -220,279,690 Securities |
| 9/03/2020 | PrimaryPerson | $89,030.11 | 2,406,219 Securities |
| 6/03/2020 | PrimaryPerson | $42,876.21 | 1,093,781 Securities |
| 27/02/2020 | PrimaryPerson | $21,648.38 | 481,075 Securities |
| 26/02/2020 | PrimaryPerson | $72,400.33 | 1,608,896 Securities |
| 25/02/2020 | PrimaryPerson | $129,611.99 | 2,848,615 Securities |
| 23/01/2020 | PrimaryPerson | $4,854,000.00 | 121,350,000 Securities |
| 9/08/2019 | PrimaryPerson | $160,000.00 | 4,000,000 Securities |
| 8/08/2019 | PrimaryPerson | $197,000.01 | 5,000,000 Securities |
| 7/08/2019 | PrimaryPerson | $27,912.71 | 734,545 Securities |
| 15/04/2019 | PrimaryPerson | $14,041.07 | 369,502 Securities |
| 27/03/2019 | PrimaryPerson | $12,675.01 | 325,000 Securities |
| 26/03/2019 | PrimaryPerson | $390,000.00 | 10,000,000 Securities |
| 7/02/2019 | PrimaryPerson | $40,289.31 | 987,483 Securities |
| 6/02/2019 | PrimaryPerson | $105,111.90 | -2,771,695 Securities |
| Date of Change | Person whose relevant interest changed |
Consideration give in relation to change (5) |
Class (6) and number of securities affected |
|---|---|---|---|
| 17/01/2019 | PrimaryPerson | $32,932.05 | 997,941 Securities |
| 4/01/2019 | PrimaryPerson | $62,964.79 | 1,986,271 Securities |
| 31/10/2018 | PrimaryPerson | $2,800,127.28 | 93,337,576 Securities |
EMERALD RESOURCES NL ACN 009 795 046
This is Annexure B of 3 pages referred to in Form Form 603 Notice of initial substantial holder.
Signature
| capacity | Company Secretary |
|---|---|
| date | 26/07/2021 |
| Company | Company | |
|---|---|---|
| print name Ian Kelly sign here |
capacity Secretary |
|
| date 26/07/2021 |
The following entities represent the Passive Substantial Holders. Each is a related body corporate of the Principal Person or a person that controls a related body corporate of the Principal Person and so an associate of the Primary Person under section 12(2)(a) of the Corporations Act, and therefore a substantial holder in the Company.
| PARTY/ENTITY NAME | AUSTRALIAN COMPANY |
|---|---|
| Bareage PtyLtd | 060 526 865 |
| Cairnton Holdings Limited | 008 394 134 |
| Cairnton PtyLtd | 001 735 075 |
| Castwo Pty Ltd | 084 494 520 |
Cavalane Holdings PtyLtd |
080 695 754 |
| Chermon PtyLtd | 123 039 305 |
| Conpress Holdings PtyLtd | 088 047 974 |
| Conpress Securities PtyLimited | 160 602 853 |
| Consolidated Custodians PtyLtd | 008 394 492 |
| Consolidated GamingPtyLtd | 071 513 409 |
| Consolidated Press(Finance)PtyLtd | 001 557 035 |
| Consolidated Press(Finance)II PtyLtd | 603 295 834 |
| Consolidated Press(Finance)III PtyLtd | 604 881 030 |
| Consolidated Press Financial Services PtyLtd | 008 457 869 |
| Consolidated Press Holdings PtyLimited | 008 394 509 |
| Consolidated Press Investments PtyLtd | 000 089 118 |
| Consolidated Press PropertyPtyLtd | 004 160 703 |
| CPH Capital PtyLtd | 096 130 899 |
| CPH Crown Holdings PtyLimited | 603 296 804 |
| CPH Direct Investments PtyLtd | 122 328 652 |
| CPH GamingI PtyLimited | 603 295 674 |
| CPH GamingII PtyLimited | 603 295 923 |
| CPH GamingIII PtyLimited | 603 296 162 |
| CPH GamingIVA PtyLimited | 603 296 537 |
| CPH GamingIVB PtyLimited | 603 296 546 |
| CPH(Ellerston Leisure)Holdings PtyLimited | 608 726 334 |
| CPH S.One Holdings PtyLimited | 603 297 927 |
| CPH S.One I PtyLimited | 603 297 310 |
| CPH Zhaopin Holdings PtyLimited | 603 298 719 |
| CPH Zhaopin Holdings I PtyLimited | 603 298 344 |
| CPH Zillow Holdings PtyLimited | 603 300 090 |
| CPH Zillow Holdings I PtyLimited | 603 299 074 |
| ECS Investment Partners PtyLtd | 166 264 375 |
| EC Ventures GP PtyLimited | 606 074 864 |
| Ellerston Capital Limited | 110 397 674 |
| Ellerston Opportunities PtyLtd | 150 851 666 |
| Hoyts Cinemas Operations PtyLtd | 006 530 347 |
| Jaslib PtyLtd | 065 059 458 |
| Jasopt PtyLtd | 065 064 164 |
| Manoc Developments PtyLtd | 137 556 524 |
| Northkom PtyLtd | 082 885 961 |
| Northkom I PtyLimited | 604 022 899 |
| PARTY/ENTITY NAME | AUSTRALIAN COMPANY |
|---|---|
| Ridgegate ProprietaryLimited | 058 139 923 |
| S.One HoldingCompanyPtyLimited | 601 640 215 |
| Samenic PtyLimited | 066 234 900 |
| Savabow PtyLtd | 084 712 774 |
| ScrumPac PtyLtd | 602 375 253 |
| Silthree PtyLtd | 084 494 575 |
| Siltwo PtyLtd | 084 494 495 |
| Tastee Shears Holdings PtyLimited | 627 444 464 |
| Toranaga PtyLtd | 056 229 728 |
| TorayPtyLtd | 002 348 503 |
| Wilbur Holdings Aus Pty. Limited | 633 535 565 |
| Wilbur One Aus Pty. Limited | 633 536 179 |