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HEALIUS LIMITED Major Shareholding Notification 2022

Jun 8, 2022

65058_rns_2022-06-08_67c2ca58-33fa-4473-a964-3caa4866e55f.pdf

Major Shareholding Notification

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Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Healius Limited

ACN/ARSN 064 530 516

1. Details of substantial holder (1) Name Tanarra Capital Australia Pty Ltd and each other entity listed in the column headed 'Entity' in Annexure A (collectively Tanarra Entities) ACN/ARSN (if applicable) 114 164 331

The holder became a substantial holder on

06/06/2022

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)
Ordinaryshares 29,816,008 29,816,008 5.15%

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:

r are as follows:
Holder of relevant interest Nature of relevant interest(7) Class and number of securities
Tanarra Entities As set out in Annexure A 29,816,008 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 as holder(8)
Class and number
of securities
Tanarra Entities J.P. Morgan Nominees Australia
Limited Ltd
N/A 3,338,451 ordinary
shares
Tanarra Entities J.P. Morgan Nominees Australia
Limited
N/A 304,062 ordinary
shares
Tanarra Entities State Street Australia Limited N/A 12,465,304 ordinary
shares
Tanarra Entities Citigroup Pty Limited N/A 13,708,191 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:

Holder of relevant
interest
Date of acquisition Consideration (9) Consideration (9) Class and number
of securities
Cash Non-cash
SeeAnnexure B

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
Tanarra Entities Each entity referred to in the list in Annexure A is an associate of each of each other
under section 12 of the Corporations Act 2001 as they are controlled directly or
indirectly by Tanarra Pty Ltd ACN 604 735 542 as trustee of the Tanarra Holdings
Trust

7. Addresses

The addresses of persons named in this form are as follows:

Name Address
Tanarra Entities See Annexure A

Signature

print name David Birkbeck
capacity
Company Secretary
sign here
date
08/06/2022
DIRECTIONS
er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
paragraph 7 of the form.
  • (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.

This is Annexure A of 2 pages referred to in the Form 603, Notice of substantial holder signed by me and dated 8 June 2022

……………………………………. David Birkbeck Company Secretary Tanarra Capital Australia Pty Ltd

Entity ACN Registered Address Nature of relevant interest
1.
Tanarra Pty Ltd 604 735 542 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Control of Tanarra Group Pty Ltd
2.
Tanarra Group Pty Ltd 157 818 463 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Control of the remaining entities
listed in this Annexure A
3.
Investment Ops No. 1 Pty Ltd 628 499 285 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Control of the remaining entities
listed in this Annexure A
4.
Tanarra LTV Fund 1 Pty Ltd 631 878 781 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
5.
Tanarra Capital Pty Ltd 604 388 892 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
6.
Tanarra Capital Australia Pty Ltd 114 164 331 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
Various
client
Investment
mandates with discretionary power
to vote and/or dispose of shares,
including some of the shares
covered by this notice.
7.
Tanarra Nominees Pty Ltd 613 347 185 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
8.
Tanarra Consulting Pty Ltd 602 913 548 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
9.
Tanarra Foundation Pty Ltd 604 388 990 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
10. Tanarra PE Investments Pty Ltd 605 670 979 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
11. Tanarra Investments Pty Ltd 615 223 464 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
12. CWC COF1 Investments Pty Ltd 126 132 536 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
13. CWC COFA Pty Ltd 113 611 911 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
14. CWC COFB Pty Ltd 114 881 113 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
15. COF2 VCMP GP Pty Ltd 152 806 409 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
16. Tanarra Capital Private GP1 Pty Ltd 604 820 671 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
17. TCP 1A Pty Ltd 605 695 814 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
18. Tanarra Data Analytics Pty Ltd 658 431 933 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.
19. Tanarra Ventures Pty Ltd 659 497 748 Suite 4, Level 41, Grosvenor Place, 225
George Street, Sydney NSW 2000
Controlled by Tanarra Group Pty
Ltd as its controller and associate
of entities with relevant interests in
the shares covered by this notice.

This is Annexure B of 1 page referred to in the Form 603, Notice of substantial holder signed by me and dated 8 June 2022

……………………………………. David Birkbeck Company Secretary Tanarra Capital Australia Pty Ltd

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:

Holder of relevant
interest
Date of acquisition Consideration (9) Consideration (9) Class and number
of securities
Cash Non-cash
Tanarra Entities 13/03/2020 28,914.94 11,779
Tanarra Entities 16/03/2020 467,545.99 190,673
Tanarra Entities 18/03/2020 7,233,882.05 2,887,663
Tanarra Entities 19/03/2020 2,038,436.62 819,254
Tanarra Entities 20/03/2020 3,518,564.14 1,457,748
Tanarra Entities 23/03/2020 1,766,251.37 764,687
Tanarra Entities 24/03/2020 18,711,362.50 8,497,696
Tanarra Entities 25/03/2020 5,423,943.38 2,394,071
Tanarra Entities 27/03/2020 4,543,171.00 2,081,167
Tanarra Entities 30/03/2020 661,202.33 330,090
Tanarra Entities 1/04/2020 2,102,523.64 1,006,191
Tanarra Entities 3/04/2020 654,019.76 319,315
Tanarra Entities 10/11/2021 (80,793.26) (16,691)
Tanarra Entities 22/11/2021 (854,177.92) (176,402)
Tanarra Entities 23/11/2021 (638,467.39) (131,808)
Tanarra Entities 29/11/2021 (1,551,049.94) (316,812)
Tanarra Entities 30/11/2021 (97,549.23) (20,023)
Tanarra Entities 8/12/2021 (341,250.21) (70,516)
Tanarra Entities 9/12/2021 (759,456.56) (156,931)
Tanarra Entities 10/12/2021 (4,205,462.30) (860,781)
Tanarra Entities 13/12/2021 (1,987,234.61) (402,103)
Tanarra Entities 14/12/2021 (1,243,882.43) (250,000)
Tanarra Entities 15/12/2021 (1,726,388.71) (345,956)
Tanarra Entities 16/12/2021 (2,122,490.68) (404,044)
Tanarra Entities 29/12/2021 (1,369,854.68) (250,000)
Tanarra Entities 30/12/2021 (1,337,151.77) (250,000)
Tanarra Entities 31/12/2021 (1,320,663.14) (250,000)
Tanarra Entities 4/01/2022 (1,296,416.60) (250,000)
Tanarra Entities 28/02/2022 10,105.68 2,345
Tanarra Entities 3/03/2022 2,012,016.05 466,927
Tanarra Entities 7/04/2022 11,434,164.82 2,616,758
Tanarra Entities 11/05/2022 400,980.22 100,000
Tanarra Entities 12/05/2022 12,425,542.50 3,055,000
Tanarra Entities 16/05/2022 2,079,114.01 500,000
Tanarra Entities 17/05/2022 1,452,328.11 350,000
Tanarra Entities 18/05/2022 3,635,281.49 863,659
Tanarra Entities 19/05/2022 5,266,104.05 1,251,142
Tanarra Entities 20/05/2022 2,945,477.49 700,328
Tanarra Entities 31/05/2022 270,471.44 62,790
Tanarra Entities 3/06/2022 7,770,056.60 2,000,000
Tanarra Entities 6/06/2022 1,389,084.72 370,014
Tanarra Entities 7/06/2022 1,875,466.97 500,000
Tanarra Entities 8/06/2022 1,389,840.61 368,778

Notes:

  1. All of the above acquisitions were transactions on the Australian Securities Exchange or another prescribed financial market. All of the securities acquired are fully paid ordinary shares.

  2. The Tanarra Entities have a relevant interest in the above securities pursuant to the discretionary client mandates referred to in Annexure A.