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Immuron Ltd — Regulatory Filings 2020
Feb 11, 2020
35121_rns_2020-02-11_02ed0610-ac3f-4a46-87e1-c680317bf652.pdf
Regulatory Filings
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Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| To Company Name/Scheme - | Immuron Limited |
|---|---|
| ACN/ARSN | 063 114 045 |
| 1. Details of substantial holder (1) Name |
The Bank of New York Mellon Corporation (BNYMC) and each Group Entity listed in Annexure A (Group Entity), (together BNYMC Group) |
| ACN/ARSN (if applicable) | |
| There was a change in the interests of the Substantial holder on |
10 February 2020 |
| The previous notice was dated - 02 December 2019 | The previous notice was given to the company on $-$ 03 December 2019 |
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) | Revious notice | Present notice | ||
|---|---|---|---|---|
| Person's votes | Voting power (5) | Person's votes | Voting power (5) | |
| Ordinary shares 26,848,920 | 15.15% | 24,906,784* | 14.05%* | |
* See Note 1 in Annexure C
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 Annexure B |
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 |
Nature of relevant interest (6) |
Class and number of securities |
Person's votes |
|---|---|---|---|---|---|
| See Annexure C | |||||
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 f
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| BNYMC and each Group Entity | Each Group Entity is an associate of BNYMC pursuant to section 12(2)(a) of the Corporations Act 2001 (Cth) as each entity is directly or indirectly lowned and controlled by BNYMC. |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address | |
|---|---|---|
| The Bank of New York Mellon Corporation |
240 Greenwich Street, New York, NY 10286 USA | |
| Each Group Entity | 240 Greenwich Street, New York, NY 10286 USA |
Signature
| print name | Ivan Arias | capacity Attorney-In-Fact |
|---|---|---|
| sign here | Date 11 February 2020 |
Annexure A
This is Annexure A of 1 page referred to in Form 604 Notice of Change of Interests of Substantial Holder given by The Bank of New York Mellon Corporation and its related bodies corporate
The Bank of New York Mellon Corporation is the ultimate parent company of a corporate group comprised of a large number of operating and holding companies. Details of the entities directly owned and controlled by The Bank of New York Mellon Corporation are listed below.
- The Bank of New York Mellon $\bullet$
- Pershing Group LLC $\bullet$
- Pershing LLC
| Attorney-In-Fact | |
|---|---|
| $\omega$ sign here 11 February 2020 date |
Annexure B
This is Annexure B of 1 page referred to in Form 604 Notice of Change of Interests of Substantial Holder given by The Bank of New York Mellon Corporation and its related bodies corporate
Changes in relevant interests
| (284,000) (482, 520) (420, 120) (197, 200) (360,000) 212,920 (404,040) (395, 200) 80,000 100,000 208,000 24 ⋚ ⋚ $\frac{8}{2}$ $\frac{8}{2}$ $\frac{4}{2}$ ≶∕ ⋚ ≸ ⋚ ⋚ ⋚ ≸ Transfer out of securities Transfer out of securities Transfer out of securities Transfer out of securities Transfer out of securities Transfer out of securities Transfer out of securities Deposit of securities Deposit of securities Deposit of securities Deposit of securities Transfer In Viellon Mellon Mellon Mellon Mellon Viellon Viellon Viellon Viellon Viellon Viellon The Bank of New York I The Bank of New York I The Bank of New York I The Bank of New York I The Bank of New York The Bank of New York! The Bank of New York The Bank of New York The Bank of New York The Bank of New York Pershing LLC The Bank of New York 17-Dec-19 10-Dec-19 23-Dec-19 13-Dec-19 26-Dec-19 10-Feb-20 9-Dec-19 14-Jan-20 $3-Feb-20$ 4-Dec-19 5-Dec-19 4-Feb-20 |
Date of change | interest Person whose relevant changed |
Nature of Change | in relation to change Consideration given |
Class and number of securities affected (Ordinary Shares) |
Person's votes affected |
|---|---|---|---|---|---|---|
| (284,000) | ||||||
| (482, 520) | ||||||
| 80,000 | ||||||
| 100,000 | ||||||
| 212,920 | ||||||
| 208,000 | ||||||
| 404,040) | ||||||
| (420,120) | ||||||
| 24 | ||||||
| (395, 200) | ||||||
| (197, 200) | ||||||
| (360,000) |
Print Name - Ivan Arias
Capacity - Attorney - In - Fact
Sign Here
Date - 11 February 2020
$\bar{\mathrm{t}}$ $\left{ \right}$
Annexure C
This is Annexure C of 2 pages referred in Form 604 Notice of Change of Interests be of Substantial Holder given by The Bank of New York Mellon Corporation and its related bodies corporate
Present relevant interests
| Holder of relevant interest | Nature of relevant interest | Class and number of securities |
|---|---|---|
| The Bank of New York Mellon (BNYM) |
Remote Interest Held Under Deposit Agreement Relevant interest under section 608(1)(c) of the Corporations Act 2001 (Cth) arising from BNYM having the limited power to dispose of, or control the exercise of a power to dispose of, securities deposited with or held by BNYM (or its custodian or agent) in its capacity as depositary administering an ADR program for Immuron Limited (Company) under the Deposit Agreement dated May 31, 2017 between the Company, holders of American depositary receipts (ADRs) and BNYM (Deposit Agreement). l*See Note 1 below1. |
24,906,760 ordinary shares |
| BNYMC Group (other than BNYM) |
Relevant interest under section 608(3)(a) and/or section 608(3)(b) of the Corporations Act 2001 (Cth) being a relevant interest held through a body corporate (namely BNYM) in which the voting power of each other entity in the BNYMC Group is above 20%, or that each other entity in the BNYMC Group controls. [*See Note 1 and Note 2 below] |
24,906,760 ordinary shares |
| Pershing LLC | Relevant interest under sections 608(1) of the Corporations Act 2001 (Cth) arising from Pershing LLC being the registered owner of the securities. |
24 ordinary shares |
| BNYMC Group (other than Pershing LLC) |
Relevant interest under section 608(3)(a) and/or section 608(3)(b) of the Corporations Act 2001 (Cth) being a relevant interest held through a body corporate (namely Pershing LLC) in which the voting power of each other entity in the BNYMC Group is above 20%, or that each other entity in the BNYMC Group controls. [*See Note 2 below] |
24 ordinary shares |
| NOTE: | ||
|---|---|---|
*Note 1: Of the total of 24,906,784 securities in which the BNYMC Group has a relevant interest, BNYM has a relevant interest in 24,906,760 securities as depositary for Immuron Limited ADR program administered under the Deposit Agreement. BNYM's relevant interest in these securities arises as a result of the Deposit Agreement containing rights for BNYM to dispose of securities held under the ADR program in limited circumstances. Under the Deposit Agreement, ADR holders retain their rights to dispose of those securities and to give voting instructions for the exercise of voting rights attached to the securities. BNYMC Group's power to vote or dispose of these securities is qualified accordingly.
*Note 2: Each Group Entity is a direct or indirect wholly owned subsidiary of BNYMC, the ultimate parent company. Other than BNYM in respect of 24,906,760 securities (of which BNYM's power to only dispose of 24,906,760 securities is limited - see Note 1), and Pershing LLC in respect of 24 securities, none of the BNYMC Group entities are entitled to be registered as holder of the securities and their power to vote or dispose of the securities is qualified accordingly.
print name Ivan Arias capacity Attorney-In-Fact $\mathcal{L}_{n}$ sign here date 11 February 2020