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IGO LIMITED — Major Shareholding Notification 2016
Oct 30, 2016
65111_rns_2016-10-30_7dc2e409-3222-4241-9a11-37faed55d739.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 Windward Resources Ltd ( Windward )
ACN/ARSN
158 432 270
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 28/10/2016 The previous notice was given to the company on 26/10/2016 The previous notice was dated 26/10/2016
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 | Present notice | |||
| Person’s votes | Votingpower(5) | Person’s votes | Votingpower(5) | ||
| Fully paid ordinary shares | 58283129 | 53.94% (based on108057031 ordinary | 63190940 | 58.48% (based on108057031 ordinary | |
| ,, | ,,shares on issue) | ,, | ,,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:
| e substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:Date ofchangePerson whoserelevant interesthdNature ofchange (6)Considerationgiven in relationt h 7Class andnumber ofsecuritiesPerson’s votesaffected | e substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:Date ofchangePerson whoserelevant interesthdNature ofchange (6)Considerationgiven in relationt h 7Class andnumber ofsecuritiesPerson’s votesaffected | e substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:Date ofchangePerson whoserelevant interesthdNature ofchange (6)Considerationgiven in relationt h 7Class andnumber ofsecuritiesPerson’s votesaffected | e substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:Date ofchangePerson whoserelevant interesthdNature ofchange (6)Considerationgiven in relationt h 7Class andnumber ofsecuritiesPerson’s votesaffected | e substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:Date ofchangePerson whoserelevant interesthdNature ofchange (6)Considerationgiven in relationt h 7Class andnumber ofsecuritiesPerson’s votesaffected | e substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:Date ofchangePerson whoserelevant interesthdNature ofchange (6)Considerationgiven in relationt h 7Class andnumber ofsecuritiesPerson’s votesaffected | e substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:Date ofchangePerson whoserelevant interesthdNature ofchange (6)Considerationgiven in relationt h 7Class andnumber ofsecuritiesPerson’s votesaffected |
|---|---|---|---|---|---|---|
| Date ofchange | Person whoserelevant interesthd | Nature ofchange (6) | Considerationgiven in relationt h 7 | Class andnumber ofsecurities | Person’s votesaffected | |
| cange | o cange () | affected | ||||
| 27/10/2016 | Independence | On-market purchases aspermitted by section 611 Item 2of the Corporations Act. | Total of $101,972.05cash | 536,695 fully paidordinary shares | 536,695 | |
| Acquisition of a relevantinterest as a result ofacceptances of offers dated 17October 2016 under IGO’s | $0.19 for eachordinary Windward | 305,000 fully paid | ||||
| 27/10/2016 | Independence | takeover bid for all of the fullypaid ordinary shares in | share, subject to thet f th Off | ordinary shares | 305,000 | |
| erms o e er | ||||||
| Windward on the terms set outin IGO’s bidder’s statementdated 10 October 2016 (Offer). | ||||||
| 28/10/2016 | Independence | On-market purchases aspermitted by section 611 Item 2of the Corporations Act. | Total of $365,152.45cash | 1,921,855 fully paidordinary shares | 1,921,855 | |
| Acquisition of a relevant | ||||||
| 28/10/2016 | Independence | interest as a result ofacceptances of offers dated 17October 2016 under IGO’stakeover bid for all of the fullypaid ordinary shares inWindward on the terms set out | $0.19 for eachordinary Windwardshare, subject to theterms of the Offer | 2,144,261 fully paidordinary shares | 2,144,261 | |
| in IGO’s bidder’s statementdated 10 October 2016 (Offer). |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder ofrelevantinterest | Registeredholder ofsecurities | Person entitledto be registeredas holder (8) | Nature of relevantinterest (6) | Class andnumber ofsecurities | Person’s votes |
|---|---|---|---|---|---|
| Independence | Zero Nominees Pty Ltd | Independence | Independence has a relevantinterest under section 608(1)of the Corporations Act. | 56,605,403 fully paidordinary shares | 56,605,403 |
| Independence | Various offerees whohave accepted the Offer | Independence | Independence has a relevantinterest under section 608(1)and/or section 608(8) of theCorporations Act. The shareswhich are the subject ofacceptances of the Offer havenot yet been transferred fromthe offerees. | 4,663,682 fully paidordinary shares | 4,663,682 |
| Independence | Various sellers ofordinary shares on-market (pendingsettlement of on-marketpurchases) | Independence | Independence has a relevantinterest under section 608(1)and/or section 608(8) of theCorporations Act.The shares which are thesubject of the on-marketpurchase have not yet beentransferred from the sellers.IGO’s power to vote or disposeof the shares the subject of theon-market purchases isqualified since it is notpresently registered as theholder of the shares. | 1,921,855 fully paidordinary shares | 1,921,855 |
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 |
|---|---|
| N/A | N/A |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Independence and each company listedin Annexure A | Suite 4, Level 5, South Shore Centre, 85 South Perth Esplanade, South Perth, WesternAustralia |
| Zero Nominees Pty Ltd | Level 18, 58 Mounts Bay Road, Perth, WA 6000 |
Signature
print name JOANNE MCDONALD capacity Company Secretary sign here date 28/10/2016
ANNEXURE A
This Annexure A of 1 page referred to in Form 604 – Notice of change of interests of substantial holder signed by me and dated 28 October 2016
==> picture [108 x 54] intentionally omitted <==
Joanne McDonald Company Secretary Independence Group NL (ACN 092 786 304)
Related bodies corporate of Independence Group NL (ACN 092 786 304)
Independence Long Pty Ltd (ACN 098 270 789) Independence Jaguar Pty Ltd (ACN 060 620 751) Independence Karlawinda Pty Ltd (ACN 146 899 863) Independence Newsearch Pty Ltd (ACN 142 192 701) Independence Nova Holdings Pty Ltd (ACN 009 150 083) Independence Nova Pty Ltd (ACN 146 091 527) Independence Europe Pty Ltd (ACN 167 644 519) Independence Stockman Parent Pty Ltd (ACN 124 695 549) Independence Stockman Project Pty Ltd (ACN 124 695 567) Independence Jaguar Project Parent Pty Ltd (ACN 145 736 278) Independence Jaguar Project Pty Ltd (ACN 145 739 251) Independence Group Europe AB (entity registered in Sweden)