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ENDEAVOUR GROUP LIMITED — Major Shareholding Notification 2021
Jul 4, 2021
64822_rns_2021-07-04_8ebf635a-0a51-418f-9763-870b7e12f04f.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 ALE Property Group ACN/ARSN 105 275 278 / 106 063 049 1. Details of substantial holder (1) Name Endeavour Group Limited ( Endeavour ) and each of its related bodies corporate, listed in Annexure A. ACN/ARSN (if applicable) 159 767 843 There was a change in the interests of the substantial holder on 1/7/2021 The previous notice was given to the company on 5/2/2020 The previous notice was dated 5/2/2020
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) | |
| 1/7/2021 | 17,076,936 StapledSecurities | 8.72% | 17,845,446 StapledSecurities | 8.90% |
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 ofchange | Person whoserelevant interestchanged | Nature ofchange (6) | Considerationgiven in relationto change (7) | Class andnumber ofsecuritiesaffected | Person’s votesaffected |
|---|---|---|---|---|---|
| 7/9/2020 –5/3/2021 | Endeavour | Stapled securities in ALEProperty Group were issuedon 7 September 2020 and 5March 2021 under the ALEProperty Group DividendReinvestment Plan (DRP). | 7/9/2020 – DRP price of$4.83 per Stapled Security5/3/2021 – DRP price of$4.70 per Stapled Security | 768,510 | 0.38% |
| 1/7/2020 | Endeavour | Endeavour continues to bethe registered holder andbeneficial owner of securitiesin ALE Property Groupfollowing the demerger ofEndeavour from WoolworthsGroup Limited. | N/A | 17,845,446 StapledSecurities (inclusive ofthe Stapled Securitiesacquired under the DRPas stated above) | 8.90% |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder ofrelevantinterest | Registeredholder ofsecurities | Person entitledto be registeredas holder (8) | Nature ofrelevantinterest (6) | Class andnumber ofsecurities | Person’s votes |
|---|---|---|---|---|---|
| 1/7/2020 | Endeavour | Endeavour | Endeavour continues to bethe registered holder andbeneficial owner ofsecurities in ALE PropertyGroup following thedemerger of Endeavourfrom Woolworths GroupLimited. However,Woolworths Group Limitedno longer has voting powerabove 20% in Endeavourand therefore does not haverelevant interests in thesecurities of ALE PropertyGroup. | 17,845,446 StapledSecurities | 8.90% |
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 |
|---|---|
| Woolworths Group Limited ACN 000 014 675 | As a result of the demerger of Endeavour from Woolworths Group Limited, Woolworths GroupLimited no longer has control of and does not have voting power above 20% in Endeavour andaccordingly no longer holds a relevant interest in ALE Property Group by virtue of section608(3) of the Corporations Act. |
| ddressesddresses of persons named in this form are as follows: | |
| Name | Address |
| Endeavour | 26 Waterloo Street, SurryHills NSW 2010 |
6. Addresses
The addresses of persons named in this form are as follows:
Signature
| print name | |||
|---|---|---|---|
| Taryn Morton | capacity | Company Secretary | |
| sign here | date | 05/07/2021 | |
DIRECTIONS
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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.
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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.
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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).
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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 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’”.
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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
This is Annexure A of 1 page referred to in Form 604 (Notice of change in interests of substantial holder) signed by me and dated 2 July 2021.
____________________________ Taryn Morton Company Secretary Endeavour Group Limited (ACN 159 767 843)
| ENTITY | ADDRESS |
|---|---|
| Chapel Hill Winery Pty Ltd (ABN 91 095 075 102) | 26 Waterloo Street, Surry Hills NSW 2010 |
| Dorrien Estate Winery Pty Ltd (ABN 81 003 775 139) | 26 Waterloo Street, Surry Hills NSW 2010 |
| Endeavour Custodian Pty Ltd (ACN 638 169 178) | 26 Waterloo Street, Surry Hills NSW 2010 |
| Jimmy Brings Australia Pty Limited (ABN 54 606 103 557) | 26 Waterloo Street, Surry Hills NSW 2010 |
| Pinnacle Wines Pty Limited (ABN 38 159 768 046) | 26 Waterloo Street, Surry Hills NSW 2010 |
| Endeavour Group International (NZ) Limited (355042) | 80 Favona Road, Favona, Auckland 2024 New Zealand |
| Shorty’s Liquor CBD Pty Ltd (ACN 132 758 760) | 26 Waterloo Street, Surry Hills NSW 2010 |
| Vinpac International Pty Limited (ABN 20 008 266 779) | 26 Waterloo Street, Surry Hills NSW 2010 |
| ALH Group Pty Ltd (ACN 098 212 134) | 26 Waterloo Street, Surry Hills NSW 2010 |
| Australian Leisure and Hospitality Group Pty Limited (ACN 067391 511) | 26 Waterloo Street, Surry Hills NSW 2010 |
| ALH Group Property Holdings Pty Ltd (ACN 114 682 969) | 26 Waterloo Street, Surry Hills NSW 2010 |
| Club Management (BMG) Pty Ltd (ACN 110 900 804) | 26 Waterloo Street, Surry Hills NSW 2010 |
| Management (BMG) Pty Ltd (ACN 112 009 122) | 26 Waterloo Street, Surry Hills NSW 2010 |
| Manningham Hotel (BMG) Pty Ltd (ACN 110 901 507) | 26 Waterloo Street, Surry Hills NSW 2010 |