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HOLISTA COLLTECH LIMITED — Major Shareholding Notification 2021
Mar 30, 2021
65044_rns_2021-03-30_16216971-b398-4dd5-ac8d-51cabb8379e1.pdf
Major Shareholding Notification
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604 page 1/2 15 July 2001
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
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To Company Name/Scheme Holista Colltech Limited
ACN/ARSN 094 515 992
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1. Details of substantial holder(1)
Name Dr Rajen Manicka ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on see attached table / / The previous notice was given to the company on 15 7 2009 / / The previous notice was dated 10 7 2009 / /
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) | |
| Fully paid ordinary shares | 77,000,000 | 71.48% |
85,735,272 | 31.14% |
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 of change |
Person whose relevant interest changed |
Nature of change (6) |
Consideration given in relation to change (7) |
Class and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| See attached ta | ble | ||||
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Nature of relevant interest (6) |
Class and number of securities |
Person's votes |
|---|---|---|---|---|---|
| See attached ta | ble | ||||
604 page 2/2 15 July 2001
| 5. Changes in association | 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 |
||
| Galen Biomedical Inc An entity controlled by Dr Manicka |
||
| 6. Addresses | ||
| The addresses of persons named in this form are as follows: | ||
| Name Address |
||
| 1771, POST ROAD EAST #178, WESPORT CT 06880, UNITED STATES OF AMERICA USA Galen Biomedical Inc |
||
| Signature | ||
| print name capacity Dr Rajen Manicka |
||
| sign here date / / 31 3 2021 |
||
| 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 | 6 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 person's votes divided by the total votes in the body corporate or scheme multiplied by 100. | |
| (6) | Include details of: | |
| (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 | ||
| (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. | ||
| (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, becom`e | |
| 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. | ||
| (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) | Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. |
Attachment to form 604
Item 3 – Changes in relevant interest
| Date | Person whose relevant interest changed |
Nature of change | Consideration given for the change |
Class and number of securities affected |
Person’s affected votes |
|---|---|---|---|---|---|
| 6/Aug/09 | Dr Manicka | Dilution | N/A | N/A | -3.16% |
| 14/Oct/09 | Dr Manicka | Dilution | N/A | N/A | -5.47% |
| 6/Nov/09 | Dr Manicka | Dilution | N/A | N/A | 0.001% |
| 19/Nov/09 | Dr Manicka | Dilution | N/A | N/A | -3.34% |
| 5/Jan/11 | Dr Manicka | Purchase | $5,910 | 39,400 FPO shares | 0.03% |
| 10/Oct/13 | Dr Manicka | Disposal | $218,750.00 | (3,125,000) FPO shares | -2.41% |
| 17/Dec/13 | Dr Manicka | Dilution | N/A | N/A | -4.71% |
| 25/Sep/14 | Dr Manicka | Dilution | N/A | N/A | -4.33% |
| 23/Oct/15 | Dr Manicka | Dilution | N/A | N/A | -1.26% |
| 1/Apr/16 | Dr Manicka | Disposal of interest arising by reason of section 606(1)(a) and acquisition by reason of section 606(3)(b) |
See notice of meeting dated 23 October 2015[●]. |
58,514,245 FPO shares | 0.00% |
Page 1
HJA:Table - annexure to form 604 (KPC00179324-003) (1).docx
| Date | Person whose relevant interest changed |
Nature of change | Consideration given for the change |
Class and number of securities affected |
Person’s affected votes |
|---|---|---|---|---|---|
| 8/Mar/16 | Dr Manicka | Dilution | N/A | N/A | -1.14% |
| 8/Apr/16 | Dr Manicka | Dilution | N/A | N/A | -0.14% |
| 8/Apr/16 | Dr Manicka | Dilution | N/A | N/A | -1.55% |
| 28/Apr/16 | Dr Manicka | Dilution | N/A | N/A | -0.31% |
| 18/Aug/16 | Dr Manicka | Dilution | N/A | N/A | -0.47% |
| 18/Aug/16 | Dr Manicka | Dilution | N/A | N/A | -0.08% |
| 24/Mar/17 | Dr Manicka | Dilution | N/A | N/A | -1.46% |
| 18/Apr/17 | Dr Manicka | Dilution | N/A | N/A | -0.39% |
| 15/Jun/17 | Dr Manicka | Dilution | N/A | N/A | -0.38% |
| 26/Sep/17 | Dr Manicka | Dilution | N/A | N/A | -0.34% |
| 6/Oct/17 | Dr Manicka | Dilution | N/A | N/A | -0.33% |
| 12/Feb/18 | Dr Manicka | Dilution | N/A | N/A | -1.37% |
| 6/Aug/18 | Dr Manicka | Dilution | N/A | N/A | -1.67% |
Page 2
HJA:Table - annexure to form 604 (KPC00179324-003) (1).docx
| Date | Person whose relevant interest changed |
Nature of change | Nature of change | Consideration given for the change |
Class and number of securities affected |
Person’s affected votes |
|---|---|---|---|---|---|---|
| 7/Aug/18 | Dr Manicka | Acquisition SPP) |
(Underwritten | $362,661.04 | 5,180,872 FPO shares | 1.12% |
| 10/Aug/18 | Dr Manicka | Dilution | N/A | N/A | -1.78% | |
| 13/Aug/18 | Dr Manicka | Dilution | N/A | N/A | -1.16% | |
| 24/Aug/18 | Dr Manicka | Dilution | N/A | N/A | -0.54% | |
| 6/Sep/18 | Dr Manicka | Dilution | N/A | N/A | -0.53% | |
| 28/Sep/18 | Dr Manicka | Acquisition (Underwritten SPP) |
$208,772.13 | 2,982,459 FPO shares | 0.84% | |
| 1/Nov/18 | Dr Manicka | Off-market sale | $70,000.00 | 1,000,000 FPO shares | -0.43% | |
| 1/Nov/18 | Dr Manicka | Off-market sale | $35,000.00 | 500,000 FPO shares | -0.21% | |
| 15/Jan/20 | Dr Manicka | Dilution | N/A | N/A | -0.06% | |
| 24/Jan/19 | Dr Manicka | Off-market sale | $103,772.13 | 1,482,459 FPO shares | -0.63% | |
| 31/Jan/19 | Dr Manicka | Acquisition | $2,600 | 50,000 FPO shares | 0.02% | |
| 1/Feb/19 | Dr Manicka | Acquisition | $12,562.82 | 228,415 FPO shares | 0.10% |
Page 3
HJA:Table - annexure to form 604 (KPC00179324-003) (1).docx
| Date | Person whose relevant interest changed |
Nature of change | Consideration given for the change |
Class and number of securities affected |
Person’s affected votes |
|---|---|---|---|---|---|
| 5/Feb/19 | Dr Manicka | Acquisition | $3,387.17 | 61,585 FPO shares | 0.03% |
| 11/Feb/20 | Dr Manicka | Dilution | N/A | N/A | -1.65% |
| 19/Feb/20 | Dr Manicka | Dilution | N/A | N/A | -1.50% |
| 4/Mar/20 | Dr Manicka | Dilution | N/A | N/A | -1.21% |
| 25/Mar/20 | Dr Manicka | Disposal of interest arising by reason of section 606(1)(a) and acquisition by reason of section 606(1)(c) |
Funds available under a non-recourse loan and springing securities pledge agreement dated 24 March 2020 |
20,541,627 FPO shares | 0% |
| 3/Apr/20 | Dr Manicka | Acquisition (performance share) |
See notice of meeting announced 2 December 2016 for details of the performance rights, the conversion of which resulted in the acquisition of FPO shares[●] |
6,300,000 FPO shares | 1.79% |
Page 4
HJA:Table - annexure to form 604 (KPC00179324-003) (1).docx
| Date | Person whose relevant interest changed |
Person whose relevant interest changed |
Nature of change | Nature of change | Consideration given for the change |
Class and number securities affected |
of | Person’s affected votes |
|---|---|---|---|---|---|---|---|---|
| 3/Apr/20 | Dr Manicka | Disposal of interest arising by reason of section 606(1)(a) and acquisition by reason of section 606(1)(c) |
Funds available under a non-recourse loan and sprining securities pledge agreement dated 24 March 2020 |
6,300,000 FPO shares | 0% | |||
| Item 4 – present relevant interest | ||||||||
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder |
Nature of relevant interest |
Class and number of securities |
Person’s votes | |||
| Dr Manicka | Galen Biomedical | Galen Biomedical | Relevant interest by reason of sections 608(1)(b) and 608(1)(c) of the Corporations Act |
58,514,245 FPO shares |
58,514,245 | |||
| Dr Manicka | Dr Manicka | Relevant interest by reason of section 608(1)(c) of the Corporations Act |
26,841,627 FPO shares |
0 |
Page 5
HJA:Table - annexure to form 604 (KPC00179324-003) (1).docx
Attachment to form 604
Item 3 – Changes in relevant interest
| Date | Person whose relevant interest changed |
Nature of change | Consideration given for the change |
Class and number of securities affected |
Person’s affected votes |
|---|---|---|---|---|---|
| 6/Aug/09 | Dr Manicka | Dilution | N/A | N/A | -3.16% |
| 14/Oct/09 | Dr Manicka | Dilution | N/A | N/A | -5.47% |
| 6/Nov/09 | Dr Manicka | Dilution | N/A | N/A | 0.001% |
| 19/Nov/09 | Dr Manicka | Dilution | N/A | N/A | -3.34% |
| 5/Jan/11 | Dr Manicka | Purchase | $5,910 | 39,400 FPO shares | 0.03% |
| 10/Oct/13 | Dr Manicka | Disposal | $218,750.00 | (3,125,000) FPO shares | -2.41% |
| 17/Dec/13 | Dr Manicka | Dilution | N/A | N/A | -4.71% |
| 25/Sep/14 | Dr Manicka | Dilution | N/A | N/A | -4.33% |
| 23/Oct/15 | Dr Manicka | Dilution | N/A | N/A | -1.26% |
| 1/Apr/16 | Dr Manicka | Disposal of interest arising by reason of section 606(1)(a) and acquisition by reason of section 606(3)(b) |
See notice of meeting dated 23 October 2015. |
58,514,245 FPO shares | 0.00% |
H:Table - annexure to form 604 (KPC00179324-003)_v2.docx
Page 1
| Date | Person whose relevant interest changed |
Nature of change | Consideration given for the change |
Class and number of securities affected |
Person’s affected votes |
|---|---|---|---|---|---|
| 8/Mar/16 | Dr Manicka | Dilution | N/A | N/A | -1.14% |
| 8/Apr/16 | Dr Manicka | Dilution | N/A | N/A | -0.14% |
| 8/Apr/16 | Dr Manicka | Dilution | N/A | N/A | -1.55% |
| 28/Apr/16 | Dr Manicka | Dilution | N/A | N/A | -0.31% |
| 18/Aug/16 | Dr Manicka | Dilution | N/A | N/A | -0.47% |
| 18/Aug/16 | Dr Manicka | Dilution | N/A | N/A | -0.08% |
| 24/Mar/17 | Dr Manicka | Dilution | N/A | N/A | -1.46% |
| 18/Apr/17 | Dr Manicka | Dilution | N/A | N/A | -0.39% |
| 15/Jun/17 | Dr Manicka | Dilution | N/A | N/A | -0.38% |
| 26/Sep/17 | Dr Manicka | Dilution | N/A | N/A | -0.34% |
| 6/Oct/17 | Dr Manicka | Dilution | N/A | N/A | -0.33% |
| 12/Feb/18 | Dr Manicka | Dilution | N/A | N/A | -1.37% |
| 6/Aug/18 | Dr Manicka | Dilution | N/A | N/A | -1.67% |
H:Table - annexure to form 604 (KPC00179324-003)_v2.docx
Page 2
| Date | Person whose relevant interest changed |
Nature of change | Consideration given for the change |
Class and number of securities affected |
Person’s affected votes |
|---|---|---|---|---|---|
| 7/Aug/18 | Dr Manicka | Acquisition (Underwritten SPP) |
$362,661.04 | 5,180,872 FPO shares | 1.12% |
| 10/Aug/18 | Dr Manicka | Dilution | N/A | N/A | -1.78% |
| 13/Aug/18 | Dr Manicka | Dilution | N/A | N/A | -1.16% |
| 24/Aug/18 | Dr Manicka | Dilution | N/A | N/A | -0.54% |
| 6/Sep/18 | Dr Manicka | Dilution | N/A | N/A | -0.53% |
| 28/Sep/18 | Dr Manicka | Acquisition (Underwritten SPP) |
$208,772.13 | 2,982,459 FPO shares | 0.84% |
| 1/Nov/18 | Dr Manicka | Off-market sale | $70,000.00 | 1,000,000 FPO shares | -0.43% |
| 1/Nov/18 | Dr Manicka | Off-market sale | $35,000.00 | 500,000 FPO shares | -0.21% |
| 15/Jan/20 | Dr Manicka | Dilution | N/A | N/A | -0.06% |
| 24/Jan/19 | Dr Manicka | Off-market sale | $103,772.13 | 1,482,459 FPO shares | -0.63% |
| 31/Jan/19 | Dr Manicka | Acquisition | $2,600 | 50,000 FPO shares | 0.02% |
| 1/Feb/19 | Dr Manicka | Acquisition | $12,562.82 | 228,415 FPO shares | 0.10% |
H:Table - annexure to form 604 (KPC00179324-003)_v2.docx
Page 3
| Date | Person whose relevant interest changed |
Nature of change | Consideration given for the change |
Class and number of securities affected |
Person’s affected votes |
|---|---|---|---|---|---|
| 5/Feb/19 | Dr Manicka | Acquisition | $3,387.17 | 61,585 FPO shares | 0.03% |
| 11/Feb/20 | Dr Manicka | Dilution | N/A | N/A | -1.65% |
| 19/Feb/20 | Dr Manicka | Dilution | N/A | N/A | -1.50% |
| 4/Mar/20 | Dr Manicka | Dilution | N/A | N/A | -1.21% |
| 25/Mar/20 | Dr Manicka | Disposal of interest arising by reason of section 606(1)(a) and acquisition by reason of section 606(1)(c) |
Funds available under a non-recourse loan and springing securities pledge agreement dated 24 March 2020 |
20,541,627 FPO shares | 0% |
| 3/Apr/20 | Dr Manicka | Acquisition (performance share) |
See notice of meeting announced 2 December 2016 for details of the performance rights, the conversion of which resulted in the acquisition of FPO shares |
6,300,000 FPO shares | 1.79% |
H:Table - annexure to form 604 (KPC00179324-003)_v2.docx
Page 4
| Date | Person whose relevant interest changed |
Person whose relevant interest changed |
Nature of change | Nature of change | Consideration given for the change |
Class and number securities affected |
of | Person’s affected votes |
|---|---|---|---|---|---|---|---|---|
| 3/Apr/20 | Dr Manicka | Disposal of interest arising by reason of section 606(1)(a) and acquisition by reason of section 606(1)(c) |
Funds available under a non-recourse loan and sprining securities pledge agreement dated 24 March 2020 |
6,300,000 FPO shares | 0% | |||
| Item 4 – present relevant interest | ||||||||
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder |
Nature of relevant interest |
Class and number of securities |
Person’s votes | |||
| Dr Manicka | Galen Biomedical | Galen Biomedical | Relevant interest by reason of sections 608(1)(b) and 608(1)(c) of the Corporations Act |
58,514,245 FPO shares |
58,514,245 | |||
| Dr Manicka | Dr Manicka | Relevant interest by reason of section 608(1)(c) of the Corporations Act |
26,841,627 FPO shares |
0 |
H:Table - annexure to form 604 (KPC00179324-003)_v2.docx
Page 5