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HAWSONS IRON LTD — Major Shareholding Notification 2011
Feb 27, 2011
65053_rns_2011-02-27_bf8377bf-778b-45f4-8ebd-60b9b46348e8.pdf
Major Shareholding Notification
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603 page 1/3 15 July 2001
Form 603 Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme Carpentaria Exploration Limited ACN/ARSN 095 117 981 This notice is given by Atlas Iron Limited on behalf of itself and each of its controlled bodies corporate ( Atlas Associates ) named in the list of 1 page annexed to this notice and marked " A ". 1. Details of substantial holder (1) Name Atlas Iron Limited ACN/ARSN (if applicable) 110 396 168 The holder became a substantial holder on 14/02/2011 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) Fully paid ordinary shares 8,568,220 8,568,220 9.08%
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:
| Holderof relevantinterest Nature of relevantinterest (7) Class andnumberofsecurities Atlas Iron Limited Taken under section 608(3)(b) of the Corporations Act to have a relevant interest by reason of Atlas Iron Limited having control of Giralia Resources NL 8,568,220 ordinary shares Associates of Atlas Iron Limited Each of the Atlas Associates is an associate under section 12(2)(a) of the Corporations Act and has a relevant interest in the shares in which Atlas Iron Limited has a relevant interest in pursuant to the above. 8,568,220 ordinary shares 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 Person entitled to be registered asholder(8) Class and number ofsecurities Atlas Iron Limited Giralia Resources NL Giralia Resources NL 8,568,220 ordinary shares |
Holderof relevantinterest | Nature of relevantinterest (7) | Nature of relevantinterest (7) | Nature of relevantinterest (7) | Class andnumberofsecurities | Class andnumberofsecurities |
|---|---|---|---|---|---|---|
| Atlas Iron Limited | Taken under section 608(3)(b) of the Corporations Act to have a relevant interest by reason of Atlas Iron Limited having control of Giralia Resources NL |
8,568,220 ordinary shares | ||||
| Associates of Atlas Iron Limited | Each of the Atlas Associates is an associate under section 12(2)(a) of the Corporations Act and has a relevant interest in the shares in which Atlas Iron Limited has a relevant interest in pursuant to the above. |
8,568,220 ordinary shares | ||||
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered asholder(8) |
Class and number ofsecurities |
|||
| Atlas Iron Limited |
Giralia Resources NL | Giralia Resources NL | 8,568,220 ordinary shares |
|||
5. Consideration
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:
| a substantial holder is as follows: | |||
|---|---|---|---|
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Class and number of securities |
| Atlas Iron Limited | 14/02/2011 | 1.5 Atlas Iron Limited shares or 1.33 Atlas Iron Limited shares plus $0.50 cash for every Giralia Resources NL share payable to Giralia Resources NL shareholders, pursuant to the terms of the takeover offer by Atlas Iron Limited contained in the Bidder's Statement dated 7 January 2011 |
8,568,220 ordinary shares |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
603 page 2/3 15 July 2001
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Name and ACN/ARSN (if applicable) Nature of association
Atlas Iron Limited is the ultimate holding company of each of the Atlas Associates listed in
Part A of Annexure A.
Each of the Atlas Associates Atlas Iron Limited has control of each of the Atlas Associates listed in Part B of Annexure A.
Each of the Atlas Associates is therefore an associate under section 12(2)(a) of the
Corporations Act 2001 (Cth).
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
Atlas Iron Limited Ground Floor, 10 Richardson Street, WEST PERTH WA 6005
Atlas Associates See Annexure A.
Signature
print name Anthony M. Walsh capacity Company Secretary
sign here date 28/02/2011
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 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:
(a) 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 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
(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.
(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.’”
(9) 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 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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Atlas Iron Limited ACN 110 396 168 Annexure A Atlas Associates
This is the annexure of 1 page marked "A" referred to in the Form 603, Notice of initial substantial holder signed by me and dated 28 February 2011.
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Anthony M. Walsh – Company Secretary
| Part A | ||
|---|---|---|
| Name | ACN/ARSN | Address |
| Atlas OperationsPtyLtd | ACN 122835 947 | GroundFloor,10RichardsonStreet,WEST PERTH WA6005 |
| St GeorgeMagnetitePtyLtd | ACN 122999 044 | GroundFloor,10RichardsonStreet,WEST PERTH WA6005 |
| Mt GouldMineralsPtyLtd | ACN 118 341 147 | GroundFloor,10RichardsonStreet,WEST PERTH WA6005 |
| WeldRangeIronOrePtyLtd | ACN 118 340 686 | GroundFloor,10RichardsonStreet,WEST PERTH WA6005 |
| Tiziflower InvestmentInc | N/A | 53rd Street, URB.Obarrio, SwissTower,16th Floor,Panama,Republic of Panama,Panama |
| Jakkitower Enterprises SA | N/A | 53rd Street, URB.Obarrio, SwissTower,16th Floor,Panama,Republic of Panama,Panama |
| Warwick ResourcesPtyLtd | ACN063 506 963 | GroundFloor,10RichardsonStreet,WEST PERTH WA6005 |
| Aurox ResourcesLtd | ACN 106793 560 | GroundFloor,10RichardsonStreet,WEST PERTH WA6005 |
| Ferro Metals Australia PtyLtd | ACN 113 996 106 | Ground Floor,10 Richardson Street,WEST PERTH WA 6005 |
| Part B | ||
| Name | ACN/ARSN | Address |
| Giralia Resources NL | ACN 009 218 204 | Level 2,33 Ord St,West Perth,WA 6005 |