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ENERGY ACTION LIMITED Major Shareholding Notification 2012
64812_rns_2012-09-09_395fa3d8-5f7e-4e19-9c60-88a6823d3a3f.pdf
Major Shareholding Notification
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Form 605
Corporations Act 2001 Section 671B
Notice of ceasing to be a substantial holder
| To | Company Name/Scheme | Energy Action Limited | |||
|---|---|---|---|---|---|
| ACN/ARSN | 137 363 636 | ||||
| 1. Details of substantial holder (1) | |||||
| Name | Energy Action Limited ("EAX") and its related bodies corporate, being Energy Action (Australia) Pty Limited, EActive Consulting Pty Ltd, EAIP Pty Ltd, ACN 087 790 770 Pty Limited and Ward Consulting Services (NSW) Pty Limited ACN 087 790 903 (together the "Energy Action Group") |
||||
| ACN/ARSN (if applicable) | Energy Action Limited ACN 137 363 636 | ||||
| Energy Action (Australia) Pty Limited ACN 103 365 199 | |||||
| EActive Consulting Pty Ltd ACN 138 007 208 | |||||
| EAIP Pty Ltd ACN 135 666 090 | |||||
| ACN 087 790 770 Pty Limited ACN 087 790 770 | |||||
| Ward Consulting Services (NSW) Pty Limited ACN 087 790 903 | |||||
| The holder ceased to be a substantial holder on |
22 August 2012 | ||||
| The previous notice was given to the company on | 19 October 2012 | ||||
| The previous notice was dated | 13 October 2012 |
2. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required
| Date of change |
Person whose relevant interest |
Nature of change (4) |
Consideration given in relation to change (5) |
Class (6) and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| 22/08/12 | Energy Action Group |
Refer to the Voluntary Escrow Agreement between Energy Action Limited and others that was contained in Appendix B of the notice of initial substantial holder (Form 603) lodged by EAX with the ASX on 19 October 2011. EAX had a relevant interest in each share that was escrowed, for the escrow period. The escrow period ended on 22 August 2012. |
N/A | 8,826,182 ordinary shares |
8,826,182 |
| 1/08/12 | Energy Action Group |
Refer to the annexed Side Letter between Energy Action Limited and Jennifer Anne Ward (Ward) marked "A". Ward has made an undertaking to EAX that she will not dispose of the shares within 12 months after the date of their issue. EAX has a relevant interest in each of the shares because it controls the exercise of a power to dispose of those shares. |
N/A | 41,976 ordinary shares |
41,976 |
3. Changes in association
The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as fo
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| ACN 087 790 770 Pty Limited | The company is a member of the Energy Action Group and is a body corporate controlled by EAX. EAX acquired control of this company on 1 August 2012. |
| Ward Consulting Services (NSW) Pty Limited (ACN 087 790 903) |
The company is a member of the Energy Action Group and is a body corporate controlled by EAX. EAX acquired control of this company on 1 August 2012. |
4. Addresses
The addresses of persons named in this form are as follows:
AT STOLE
| Name | Address |
|---|---|
| Energy Action Limited | Level 5, 56 Station Street, Parramatta NSW 2150 |
| Each member of the EA Group, being a related body corporate of Energy Action Limited |
|
| ACN 087 790 770 Pty Limited | |
| Ward Consulting Services (NSW) Pty Limited (ACN 087 790 903) |
|
| Jennifer Anne Ward | 3 Colbourne Avenue, Glebe, NSW 2037 |
Signature
| print name | Nathan Francis | Capacity Company Secretary | ||
|---|---|---|---|---|
| sign here | date | 05/09/12 | ||
$"A"$
Energy Action Limited Level 5, 56 Station Street Parramatta NSW 2150 Bmail: [email protected] Web: www.energyaction.com.au
Engig Action Limited
Acn 137 363 636
Friday, 27 July 2012
Jennifer Ward 3 Colbourne Avenue GLEBE NSW 2037
Dear Jennifer,
Sale and Purchase Agreement -- Issue and allotment of shares in Energy Action Limited
Set out below are the terms upon which Energy Action Limited ACN 137 363 636 (EA) shall issue and allot to you (the Vendor) shares in EA as required by the Sale and Purchase Agreement between EA and you, dated on or about the date of this Deed (the SPA), and the terms upon which you shall hold those shares. This is the Side Letter referred to in the SPA.
Capitalised terms used in this Deed which are not defined in this Deed shall have the meaning given to them in the SPA.
1. ISSUE AND ALLOTMENT
$1.1.$ Terms
Subject to Completion occurring under the SPA, EA shall, pursuant to the terms and conditions of the SPA and this Deed, issue and allot to the Vendor such number of ordinary shares in EA as specified in the SPA (EA Shares).
$1.2.$ Acceptance
The Vendor accepts the EA Shares and the terms upon which they are issued, and agrees to be bound by the terms of EA's constitution.
$\mathbf{2}$ SOPHISTICATED INVESTOR
The Vendor represents and warrants to the Purchaser that, for the purposes of acquiring the EA Shares, the Vendor is, as at the date of this Deed, a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act, and undertakes to provide to the Purchaser a certificate given by a qualified accountant no more than 3 months prior to the date of this Deed, which certifies that the Vendor has:
- $(a)$ net assets of at least \$2.5 million; or
- a gross income for each of the last two (2) financial years of at least \$250,000 per year, $(b)$
in accordance with section 708(8)(c) of the Corporations Act.
| This is annexure "A" of 3 pages referred to in | ||
|---|---|---|
| Form 605: Notice of ceasing to be a substantial holder Date: 1910 Signature: $\sqrt{\sqrt{5.925}}$ |
||
| CALL AND STATE | GIVING | THE POWER- |
| Allegation Property No. of Contract Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of th |
Bnergy Action Limited Level 5, 56 Station Street Parramatta NSW 2150 Emall: [email protected] Web: yvvvv.energyaction.com.au
3. 12 MONTH RESTRICTION FROM ON-SALE
$3.1.$ Warranty
The Vendor represents and warrants to EA that, as at the date of this Deed, she is not acquiring the EA Shares in order to sell or transfer the BA Shares, or grant, issue or transfer interests in, or options over the BA Shares (each an action to Dispose) within twelve (12) months of the date of issue of those EA Share to the Vendor.
$3,2,$ Undertaking
- The Vendor undertakes to EA that she will not Dispose of an EA Share issued to the Vendor pursuant $(a)$ to the SPA within twelve (12) months of the date of issue of that EA Share to the Vendor.
- $(b)$ The Vendor consents to EA procuring the imposition of a holding lock for the 12 month period specified in 3.2(a) on any EA Shares issued in accordance with the SPA.
3.3. Indemnity
The Vendor Indemnifies EA for any loss EA may suffer as a result of a breach by the Vendor of clauses 3.1 and 3.2 of this Deed.
Ą. ISSUE OF EA SHARES
$4.1.$ Documents of title to be delivered
As soon as reasonably practicable after an issue of EA Shares by the Purchaser in accordance with the SPA and this Deed, the Purchaser must procure the delivery to the Vendor of the holding statement relating to those EA Shares.
$4.2.$ Quotation of EA Shares
Within seven Business Days after the issue of EA Shares to the Vendor pursuant to the SPA and this Deed, the Purchaser must apply for quotation on the Australian Securities Exchange of those EA Shares.
5. GENERAL
$5.1.$ Remedies
The Vendor acknowledges that:
- any loss, damage or expense incurred by BA that is caused either directly or indirectly by a breach by $(a)$ the Vendor of a warranty or term of this Deed may not be adequately compensated for by damages; and
- in addition to any other remedles available to EA, EA is entitled to an order of specific performance or $(b)$ an injunction, whichever is appropriate in the circumstances, as a remedy for an actual or threatened breach by the Vendor, as the case may be, of any term of this Deed.
$5.2.$ Governing Law
This Deed is governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction there.
5.3. Counterparts
This Deed may be executed in any number of counterparts and all counterparts taken together constitute one document.
CONSTRUCTION
GIVING
THE POWER
Energy Action Limited Level 5, 56 Station Street Parramatia NSW 2150 Email: [email protected] Web: www.energyaction.com.au
5.4. Assignment
No party may assign, transfer or otherwise deal with any right or obligation pursuant to this Deed without the prior written consent of the other party.
$-$
Please acknowledge your agreement to the terms and conditions of this Deed by signing and returning a copy to EA.
Executed and delivered as a deed:
Executed by Energy Action Limited in accordance with section 127(1) of the Corporations Act 2001 (Cth):
Signature of director
Signature of director/company secretary
VALERIE DUNCAN Name of director (print)
. . . . . . . .
Name of director/company secretary (print)
Signed by Jennifer Ward in the presence of:
Signature of witness
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Name of witness (print)
Signature of Jennifer Ward
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SALESWORK
GIVING
THE POWER: