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IPH LIMITED — Major Shareholding Notification 2021
Aug 10, 2021
65137_rns_2021-08-10_6e37f75c-a801-4203-9356-bf6a7e93e3fc.pdf
Major Shareholding Notification
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Form604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| To Company Name/Scheme | IPH Limited | |||||
|---|---|---|---|---|---|---|
| ACN/ARSN | 169 015 838 | |||||
| 1. Details of substantial holder(1) Name |
Kabouter Management, LLC; Kabouter International Opportunities Fund II, LLC; Kabouter International Mission Fund, LLC; Peter Zaldivar; Marcel Houtzager |
|||||
| ACN/ARSN (if applicable) | N/A | |||||
| There was a change in the interests of the substantial holder on |
09/08/2021 | |||||
| The previous notice was given to the company on The previous notice was dated |
16/03/2021 15/03/2021 |
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 r
| Class of securities(4) | Previous notice | |||
|---|---|---|---|---|
| Person's votes | Voting power (5) | Person's votes | Voting power (5) | |
| Ordinary Shares | 13.903.589 | 6.43% | 16.406,878 | 17.55% |
- 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
| 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 See Annexure A | See Annexure A | See Annexure A | See Annexure See Annexure A | ||
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change areas follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered asholder(8) |
Nature of relevant interest(6) |
Class and number of securities |
Person's votes |
|---|---|---|---|---|---|
| ÍKabouter. Management. ILLC. |
Goldman Sachs | Kabouter International Relevant interest in Opportunities Fund II. LLC |
securities held by Kabouter Management. LLC in its capacity as |
14,271,128 ordinary shares |
14.271.128 |
| Goldman Sachs | Kabouter International linvestment manager Mission Fund, LLC |
341,337 ordinary Ishares |
341.337 | ||
| Goldman Sachs | Goldman Sachs | 19.158 ordinary shares |
19.158 | ||
| BNY Mellon | BNY Mellon | 1,650,491 ordinary 1,650,491 |
| shares | |||||
|---|---|---|---|---|---|
| Fidelity | Fidelity | 124 764 ordinary shares |
124.764 | ||
| Kabouter International Opportunities Fund II, LLC |
Goldman Sachs | Kabouter International Holder of securities Opportunities Fund II. LLC |
14,271,128 ordinary shares |
14,271,128 | |
| Kabouter International Mission Fund, LLC |
Goldman Sachs | Kabouter International Holder of securities Mission Fund, LLC |
341,337 ordinary shares |
341,337 | |
| Peter Zaldivar Goldman Sachs | LLC | Kabouter International Kabouter Management. Opportunities Fund II. LLC is a body corporate ordinary shares of which Peter Zaldivar's voting power is more |
14.271.128 | 14.271.128 | |
| Goldman Sachs | Kabouter International than 20% Mission Fund, LLC |
341.337 ordinary shares |
341.337 | ||
| Goldman Sachs | Goldman Sachs | 19,158 ordinary shares |
19.158 | ||
| BNY Mellon | BNY Mellon | 1,650,491 ordinary 1 650,491 shares |
|||
| Fidelity | Fidelity | 124.764 ordinary shares |
124,764 | ||
| Marcel Houtzager |
Goldman Sachs | LLC | Kabouter International Kabouter Management, Opportunities Fund II, LLC is a body corporate ordinary shares of which Peter Zaldivar's voting power is more |
14.271.128 | 14.271.128 |
| Goldman Sachs | Kabouter International than 20% Mission Fund, LLC |
341,337 ordinary shares |
341,337 | ||
| Goldman Sachs | Goldman Sachs | 19,158 ordinary shares |
19.158 | ||
| BNY Mellon | BNY Mellon | 1,650 491 ordinary 1.650,491 shares |
|||
| Fidelity | Fidelity | 124.764 ordinary shares |
124,764 |
5. Changes in association
$\bar{z}$
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9), the substantial holder in relation to voting
interests in the company or scheme areas follows:
| Name and ACN/ARSN (if applicable) | Nature of association | ||
|---|---|---|---|
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Kabouter Management, LLC | 401 N. Michigan Avenue, Suite 2510, Chicago, IL 60611 |
| Kabouter International Opportunities Fund II, LLC | 401 N. Michigan Avenue, Suite 2510, Chicago, IL 60611 |
| Kabouter International Mission Fund, LLC | 401 N. Michigan Avenue, Suite 2510, Chicago, IL 60611 |
| Peter Zaldivar | 401 N. Michigan Avenue, Suite 2510, Chicago, IL 60611 |
| Marcel Houtzager | 401 N. Michigan Avenue, Suite 2510, Chicago, IL 60611 |
Signature
| Christopher Yarbrough | General Counsel & CCO | ||
|---|---|---|---|
| print name | capacity | ||
| Christopher Clarbrough | |||
DIRECTIONS
- 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 $(1)$ 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 mambership of each group, with the names and addresses of mambers 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:
- 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 statemen $(a)$ - 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 $\left( 0\right)$ 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.
- 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 m $(7)$ 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. - If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write "unknown". $(8)$
- $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holder notice.
Annexure A
This is Annexure A of 2 pages referred to in the Form 604: Notice of change of interests of substantial holder issued by Kabouter Management, LLC and its related entities.
Signed: Name:
Capacity:
Date:
Christopher Garbrough
Christopher K. Yarbrough
General Counsel & Chief Compliance Officer
10/08/2021
3. Changes in relevant interests
| Date of change |
Person whose relevant interest changed* |
Nature of change (6) | Consideration given in relation to the change (7) |
Class and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| 16/03/2021 | Kabouter Management, LLC | Acquisition of securities | (110, 119.81) | 21,758 ordinary shares | 21.758 |
| 30/03/2021 | Kabouter Management, LLC | Sale of securities | 80,151.22 | 15,932 ordinary shares | (15, 932) |
| 1/04/2021 | Kabouter International Opportunities Fund II, LLC |
Acquisition of securities | (900,028.10) 133,459 ordinary shares | 133 459 | |
| 7/04/2021 | Kabouter International Opportunities Fund II, LLC |
Acquisition of securities | (696,720.31) 99,842 ordinary shares | 99 842 | |
| 7/04/2021 | Kabouter Management, LLC | Acquisition of securities | (443,920.02) 63,615 ordinary shares | 63.615 | |
| 13/04/2021 | Kabouter International Opportunities Fund II, LLC |
Acquisition of securities | (176,052.89) 24,153 ordinary shares | 24.153 | |
| 13/04/2021 | Kabouter Management, LLC | Acquisition of securities | (112,171.49) 15,389 ordinary shares | 15.389 | |
| 14/04/2021 | Kabouter International Opportunities Fund II, LLC |
Acquisition of securities | (268,992.12) 36,928 ordinary shares | 36.928 | |
| 14/04/2021 | Kabouter Management, LLC | Acquisition of securities | (171,397.98) 23,530 ordinary shares | 23.530 | |
| 3/05/2021 | Kabouter Management, LLC | Acquisition of securities | (3,436.42) | 385 ordinary shares | 385 |
| 1/06/2021 | Kabouter Management, LLC | Acquisition of securities | (1,768.22) | 323 ordinary shares | 323 |
| 15/06/2021 | Kabouter Management, LLC | Acquisition of securities | (152, 419.06) | 21,723 ordinary shares | 21 723 |
| 15/06/2021 | Kabouter Management, LLC | Acquisition of securities | (16.327.36) | 2,327 ordinary shares | 2.327 |
| 22/07/2021 | Kabouter International Mission Fund, LLC |
Sale of securities | 41.428.61 | 5,230 ordinary shares | (5, 230) |
| 29/07/2021 | Kabouter Management, LLC | Sale of securities | 29,793.06 | 5,105 ordinary shares | (5.105) |
| 2/08/2021 | Kabouter Management, LLC | Acquisition of securities | (2, 140.87) | 354 ordinary shares | 354 |
| 2/08/2021 | Kabouter International Opportunities Fund II, LLC |
Acquisition of securities | 1,227,713.37 | 153,862 ordinary shares | (153, 862) |
| 6/08/2021 | Kabouter Management, LLC | Acquisition of securities | (5,217.99) | 643 ordinary shares | 643 |
| 6/08/2021 | Kabouter Management, LLC | Acquisition of securities | (228, 203, 95) | 28,121 ordinary shares | 28.121 |
| 6/08/2021 | Kabouter Management, LLC | Acquisition of securities | (165.896.42) | 20,443 ordinary shares | 20 443 |
| 6/08/2021 | Kabouter Management, LLC | Acquisition of securities | (18, 202.11) | 2,243 ordinary shares | 2.243 |
| 6/08/2021 | Kabouter International Mission Fund, LLC |
Acquisition of securities | (86,060.34) | 10,605 ordinary shares | 10.605 |
| 6/08/2021 | Kabouter International Opportunities Fund II, LLC |
Acquisition of securities | (3,553,955.30) 437,945 ordinary shares | 437.945 | |
| 9/08/2021 | Kabouter Management, LLC | Acquisition of securities | (16,591.96) | 2,020 ordinary shares | 2.020 |
| 9/08/2021 | Kabouter Management, LLC | Acquisition of securities | (725,421.69) 88,317 ordinary shares | 88 317 | |
| 9/08/2021 | Kabouter Management, LLC | Acquisition of securities | (527, 377.80) | 64,206 ordinary shares | 64 206 |
| 9/08/2021 | Kabouter Management, LLC | Acquisition of securities | (57, 858.29) | 7,044 ordinary shares | 7.044 |
| 9/08/2021 | Kabouter International Mission Fund, LLC |
Acquisition of securities | (273,570.15) 33,306 ordinary shares | 33.306 | |
| 9/08/2021 | Kabouter International Opportunities Fund II, LLC |
Acquisition of securities *Note: The person whose relevant interest changed includes the following persons: |
(11,297,528.86) 1,375,426 ordinary shares | 1.375.426 | |
| 1. 2. 3. |
Kabouter Management, LLC in its capacity as investment manager; | Peter Zalvidar as Kabouter Management, LLC is a body corporate of which Peter Zalvidar's voting power is more than 20%; and Marcel Houtzager as Kabouter Management, LLC is a body corporate of which Marcel Houtzager's voting power is more than 20%. |