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IPH LIMITED — Major Shareholding Notification 2021
Mar 15, 2021
65137_rns_2021-03-15_5646c1ae-791c-4b34-9e0a-9d2c121221d9.pdf
Major Shareholding Notification
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| 604 | 15 July 2001 | |||
|---|---|---|---|---|
| Form 604 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 | 12/03/2021 | |||
| The previous notice was given to the company on | 09/03/2021 | |||
| The previous notice was dated | 08/03/2021 | |||
| 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 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 | Voting power (5) | Person's votes | Voting power (5) | |||
| Ordinary shares ______ --- |
10.934.983 | 5.06% ______ |
_ 13.903.589 ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
$ -$ . 6.43% |
||
| _____ | ------- |
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 diven in relation to change $(7)$ |
Class and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| See Annexure AlSee Annexure A | iSee Annexure A | See Annexure A | ¦See Annexure A | ISee Annexure A | |
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 |
|---|---|---|---|---|---|
| Kabouter Management, ILLC |
Kabouter IInternational lGoldman Sachs Opportunities Fund II. LLC. |
12,178,916 ordinary 12,178,916 Ishares |
|||
| lGoldman Sachs | Kabouter International Mission Fund, LLC |
Relevant interest in securities held by Kabouter |
299 102 ordinary ishares |
1299.102 | |
| Goldman Sachs | lGoldman Sachs | Management, LLC in its capacity as investment manager |
16,305 ordinary shares |
16.305 | |
| BNY Mellon | BNY Mellon | 1,298,822 ordinary shares |
1.298.822 | ||
| lFidelitv | Fidelity | 1110,444 ordinary shares |
130.444 |
| lKabouter linternational Opportunities Fund II: LLC |
ÍGoldman Sachs | Kabouter International Opportunities Fund it LLC |
Holder of securities | $\big $ 12,178,916 ordinary $\big $ 12,178,916 İshares |
|
|---|---|---|---|---|---|
| Kabouter IInternational Mission Fund iLLC. |
Goldman Sachs | Kabouter International Mission Holder of securities Fund. LLC |
299,102 ordinary shares |
299.102 | |
| lPeter Zaldivar | Goldman Sachs | Kabouter international Opportunities Fund II. LLC. |
12,178,916 ordinary 12,178,916 shares |
||
| lGoldman Sachs | İKabouter International Mission Fund, LLC |
Kabouter Management, LLC is a body corporate of which 299,102 ordinary Peter Zaldivar's voting lpower is more than 20% |
shares | 299.102 | |
| Goldman Sachs | Goldman Sachs | 16.305 ordinary | 16 305 | ||
| BNY Mellon | BNY Mellon | 1,298,822 ordinary | 1.298,822 | ||
| Fidelity | Fidelity | 110,444 ordinary shares |
110.444 | ||
| Marcel Houtzager |
Goldman Sachs | Kabouter International Opportunities Fund II. lLLC |
12,178,916 ordinary shares |
12.178.916 | |
| Goldman Sachs | Kabouter International Mission Fund, LLC |
Kabouter Management, LLC is a body corporate of which 299,102 ordinary Marcel Houtzager's voting shares loower is more than 20% |
1299.102 | ||
| Goldman Sachs | İGoldman Sachs | 16,305 ordinary shares |
16.305 | ||
| BNY Mellon | BNY Mellon | 1,298,822 ordinary shares |
|||
| Fidelity | Fidelity | 110,444 ordinary shares |
110,444 |
6. 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 |
|---|---|
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
print name Christopher Yarbrough
capacity General Counsel & CCO
sign here
Chris Cfarbrough
$_{\text{date}}$ 15/03/2021
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 equity trust), the names could be included in an ann $(1)$ 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
- any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ 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
- 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 $(b)$
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 $(7)$ 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. - $\langle 8 \rangle$ 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.
Annexure A
This is Annexure A of 2 pages referred to in Form 604 Notice of change of interests of substantial holder issued by Kabouter Management, LLC and its related
entities.
Signed:
Name:
Capacity:
Date:
Christopher Kreibrough
Christopher Kreibrough
General Counsel & Chief Compliance Officer
15 March 2021
$\mathbf{3}$ Changes in relevant interests
| Date of | Person whose relevant interest | Nature of change | Consideration | Class and | Person's |
|---|---|---|---|---|---|
| change | changed* | given in relation | number of | votes | |
| to change | securities | affected | |||
| (AUD\$) | affected | ||||
| 8/03/2021 | Kabouter Management, LLC | Acquisition of | 432 ordinary | 432 | |
| securities | 2,685.12 | shares | |||
| 8/03/2021 | Kabouter Management, LLC | Acquisition of | 47 ordinary | ||
| securities | 47 | ||||
| 8/03/2021 | Kabouter International Mission | 292.13 | shares | ||
| Acquisition of | 189 ordinary | 189 | |||
| Fund, LLC | securities | 1,174.74 | shares | ||
| 8/03/2021 | Kabouter Management, LLC | Acquisition of | 11 ordinary | 11 | |
| securities | 68.37 | shares | |||
| 8/03/2021 | Kabouter Management, LLC | Acquisition of | 426 ordinary | 426 | |
| securities | 2,647.82 | shares | |||
| 8/03/2021 | Kabouter International | Acquisition of | 8.398 ordinary | 3,398 | |
| Opportunities Fund II, LLC | securities | 52,198.18 | shares | ||
| 9/03/2021 | Kabouter Management, LLC | Acquisition of | 10,267 | 10.267 | |
| securities | 65,214.64 | ordinary shares | |||
| 9/03/2021 | Kabouter Management, LLC | Acquisition of | 1,119 ordinary | 1,119 | |
| securities | 7,107.74 | shares | |||
| 9/03/2021 | Kabouter International Mission | Acquisition of | 4,497 ordinary | 4,497 | |
| Fund, LLC | securities | 28,564.35 | shares | ||
| 9/03/2021 | Kabouter Management, LLC | Acquisition of | 267 ordinary | 267 | |
| securities | 1.695.95 | shares | |||
| 9/03/2021 | Kabouter Management, LLC | Acquisition of | 10,115 | 10,115 | |
| securities | 64,249.15 | ordinary shares | |||
| 9/03/2021 | Kabouter International | Acquisition of | 199,326 | 199 326 | |
| Opportunities Fund II, LLC | securities | 1,266,092.61 | ordinary shares | ||
| 9/03/2021 | Kabouter Management, LLC | Acquisition of | 16,465 | ||
| securities | 104,421.17 | ordinary shares | 16,465 | ||
| 9/03/2021 | Kabouter Management, LLC | Acquisition of | 1.795 ordinary | ||
| securities | 11,383.91 | shares | 1,795 | ||
| 9/03/2021 | Kabouter International Mission | Acquisition of | 7.212 ordinary | ||
| Fund, LLC | securities | 45,738.57 | shares | 7,212 | |
| 9/03/2021 | Kabouter Management, LLC | Acquisition of | |||
| securities | 2 714 38 | 428 ordinary | 428 | ||
| 9/03/2021 | Kabouter Management, LLC | Acquisition of | shares 16.221 |
||
| securities | 102,873.72 | 16.221 | |||
| 9/03/2021 | Kabouter international | Acquisition of | ordinary shares 319,658 |
||
| Opportunities Fund II, LLC | securities | 2 027 273 84 | 319,658 | ||
| 10/03/2021 | Kabouter Management, LLC | Acquisition of | ordinary shares 20.854 |
||
| securities | 20.854 | ||||
| 10/03/2021 | Kabouter Management, LLC | Acquisition of | 133,000.31 | ordinary shares | |
| securities | 2,273 ordinary | 2,273 | |||
| 10/03/2021 | Kabouter International Mission | Acquisition of | 14 496 49 | shares | |
| Fund, LLC | securities | 9.135 ordinary | 9,135 | ||
| 10/03/2021 | Kabouter Management, LLC | Acquisition of | 58,260.18 | shares | |
| 542 ordinary | 542 | ||||
| 10/03/2021 | Kabouter Management, LLC | securities | 3,456.71 | shares | |
| Acquisition of securities |
131,029.60 | 20,545 | 20,545 | ||
| 10/03/2021 | Kabouter International | Acquisition of | ordinary shares | ||
| Opportunities Fund II, LLC | securities | 2.582.147.38 | 404,872 | 404,872 | |
| 11/03/2021 | Kabouter Management, LLC | Acquisition of | ordinary shares | ||
| securities | 226.151.23 | 35.499 | 35,499 | ||
| 11/03/2021 | Kabouter Management, LLC | Acquisition of | ordinary shares | ||
| 3.869 ordinary | 3.869 | ||||
| 11/03/2021 | Kabouter International Mission | securities Acquisition of |
24,647.99 | shares | |
| Fund, LLC | securities | 15,549 | 15,549 | ||
| 11/03/2021 | Kabouter Management, LLC | Acquisition of | 99.057.03 | ordinary shares 922 ordinary |
|
| securities | 5,873.73 | shares | 922 | ||
| 11/03/2021 | Kabouter Management, LLC | Acquisition of | 34.973 | ||
| securities | 222,800.28 | ordinary shares | 34,973 | ||
| 11/03/2021 | Kabouter International | Acquisition of | |||
| Opportunities Fund II, LLC | securities | 689,188 | 689,188 | ||
| 11/03/2021 | Kabouter Management, LLC | Acquisition of | 4,390,566.33 | ordinary shares | |
| securities | 58,287.04 | 9,102 ordinary | 9.102 | ||
| 11/03/2021 | Kabouter Management, LLC | Acquisition of | shares | ||
| securities | 992 ordinary | 992 | |||
| 11/03/2021 | Kabouter International Mission | Acquisition of | 6,352.53 | shares | |
| Fund, LLC | securities | 3,987 ordinary | 3,987 | ||
| 11/03/2021 | Kabouter Management, LLC | 25,531.80 | shares | ||
| Acquisition of securities |
1,517.69 | 237 ordinary | 237 | ||
| shares |
| 11/03/2021 | Kabouter Management, LLC | Acquisition of securities |
57 422 53 | 8,967 ordinary shares |
8 9 6 7 |
|---|---|---|---|---|---|
| 11/03/2021 | Kabouter International Opportunities Fund II, LLC |
Acquisition of securities |
1,131,640.79 | 176.715 ordinary shares |
176.715 |
| 12/03/2021 | Kabouter Management, LLC | Acquisition of securities |
255.201.97 | 40.960 ordinary shares |
40.960 |
| 12/03/2021 | Kabouter Management, LLC | Acquisition of securities |
27.813.03 | 4.464 ordinary shares |
4464 |
| 12/03/2021 | Kabouter International Mission Fund, LLC |
Acquisition of securities |
111.781.70 | 17941 ordinary shares |
17.941 |
| 12/03/2021 | Kabouter Management, LLC | Acquisition of securities |
6.20 | 1 ordinary share |
|
| 12/03/2021 | Kabouter Management, LLC | Acquisition of securities |
251.420.04 | 40 353 ordinary shares |
40.353 |
| 12/03/2021 | Kabouter International Opportunities Fund II, LLC |
Acquisition of securities |
4,954,612.86 | 795.217 ordinary shares |
795,217 |
| 12/03/2021 | Kabouter Management, LLC | Acquisition of securities |
6.635.50 | 1,065 ordinary shares |
1065 |
*Note: The person whose relevant interest changed includes the following persons:
1. Kabouter Management, LLC in its capacity as investment manager;
2. Peter Zalvidar as Kabouter Management, LLC is a body corporate of whic