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IGO LIMITED — Major Shareholding Notification 2011
Apr 10, 2011
65111_rns_2011-04-10_f8ef3775-d2d0-492b-a88b-038a50759da4.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
Jabiru Metals Limited ( Jabiru )
ACN/ARSN
060 620 751
1. Details of substantial holder (1)
Name Independence Group NL (ACN 092 786 304) ( Independence ) and each of the entities listed in Annexure A ACN/ARSN (if applicable) See Annexure A
There was a change in the interests of the substantial holder on 08/04/11 The previous notice was given to the company on 07/04/11 The previous notice was dated 07/04/11
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) | |
| Ordinary shares | 391,376,142 |
70.06% (based on 558,654,366 ordinary shares on issue) |
423,518,433 | 75.81% (based on 558,654,366 ordinary shares on issue) |
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 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| Acquisition of relevant | ||||||||||
| interests in ordinary | ||||||||||
| shares in Jabiru as a | ||||||||||
| 08/04/2011 | Independence | result of acceptances of takeover offers made by Independence dated 28 February 2011, the terms of which are |
1 ordinary share in Independence for every 8 ordinary shares in Jabiru, subject to the terms of the Offers |
32,142,291 ordinary shares |
32,142,291 | |||||
| contained in the | ||||||||||
| documents listed in | ||||||||||
| Annexure B (Offers) | ||||||||||
| 4. | Present relevant interests | |||||||||
| Particulars | of each relevant interest of the substantial holder in voting securities after the change are as follows: | |||||||||
| Holder of | Registered | Person entitled | Nature of | Class and | ||||||
| relevant | holder of | to be registered | relevant | number of | Person’s votes | |||||
| interest | securities | as holder (8) | interest (6) | securities | ||||||
| Relevant interest under | ||||||||||
| Independence | Independence | Independence | section 608(1) of the Corporations Act as registered holder of the |
58,000,000 ordinary shares |
58,000,000 | |||||
| shares |
`
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page 1
| Independence | Independence | Various offerees who have accepted an Offer |
Various offerees who have accepted an Offer |
Subject to the terms of the Offers, Independence |
Subject to the terms of the Offers, Independence |
Relevant interest under section 608(1) and/or section 608(8) of the Corporations Act pursuant to acceptances of the Offers. The shares which are the subject of the acceptances have not yet been transferred Independence’s name. Independence’s power to vote or dispose of the shares the subject of acceptances of the Offers is qualified since the Offers have not been declared unconditional and it is not presently registered as the holder of the shares. |
365,518,433 ordinary shares |
365,518,433 | ||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 The companies listed in Annexure A Each company listed in Annexure A is an associate of Independence pursuant to section 12 of the Corporations Act as it is controlled byIndependence 6. Addresses The addresses of persons named in this form are as follows: Name Address Independence and each company listed in AnnexureA Suite 1, 183 Great Eastern Highway, Belmont, Western Australia Signature print name Kelly Ross capacity Director |
||||||||||
| Name | Address | |||||||||
| Independence and each company listed in AnnexureA |
Suite 1, 183 Great Eastern Highway, Belmont, Western Australia | |||||||||
| Signature | print name | |||||||||
| print name | Kelly Ross | capacity Director |
||||||||
| sign here | date 08/04/11 |
| print name Kelly Ross | capacity | Director |
|---|---|---|
| sign here | date | 08/04/11 |
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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.
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Annexure A
This is Annexure A of 1 page referred to in Form 604 – Notice of change of interests of substantial holder signed by me and dated 8 April 2011
==> picture [130 x 35] intentionally omitted <==
_______ Kelly Ross Director Independence Group NL (ACN 092 786 304)
Related bodies corporate of Independence Group NL (ACN 092 786 304)
Lightning Nickel Pty Ltd (ACN 098 270 789) Karlawinda Pty Ltd (ACN 146 899 863) Newsearch Pty Ltd (ACN 142 195 701)
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Annexure B
This is Annexure B of 1 page referred to in Form 604 – Notice of change of interests of substantial holder signed by me and dated 8 April 2011
==> picture [130 x 35] intentionally omitted <==
_______ Kelly Ross Director
Independence Group NL (ACN 092 786 304)
Terms of the Offers
The terms of the Offers are contained in the following documents:
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(a) section 11 of Independence’s bidder’s statement dated 23 February 2011;
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(b) Independence’s notice of variation dated 18 March 2011;
(c) Independence first supplementary bidder’s statement dated 22 March 2011;
(d) Independence’s notice of variation dated 1 April 2011; and
- (e) Independence’s second supplementary bidder’s statement dated 1 April 2011.
Copies of each of the above documents are available from ASX’s website: www.asx.com.au
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