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IVE GROUP LIMITED — Major Shareholding Notification 2022
Sep 26, 2022
65109_rns_2022-09-26_c03210d2-3f95-414a-b5c3-082ad3c557da.pdf
Major Shareholding Notification
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27 September 2022
ASX Limited 20 Bridge Street, Sydney NSW 2000
By Electronic Lodgement
Dear Sir/Madam
Notice of initial substantial holder for IGL
Please find attached a Form 603 - Notice of initial substantial holder ( Notice ) required to be lodged under the Corporations Act 2001 ( the Act ). The Notice sets out a technical interest which WHSP is deemed to hold under the Act due to holding voting power of more than 20% of the ordinary fully paid shares in Pengana Capital Group Limited (PCG).
This announcement has been authorised for release to the ASX by the Company Secretary.
Yours sincerely
Washington H Soul Pattinson and Company Limited
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Ida Lawrance Company Secretary
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603 page 1 of 7
15 July 2001
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme
IVE GROUP LIMITED (ASX: IGL)
ACN/ARSN ACN 606 252 644
1. Details of substantial holder(1)
Name WASHINGTON H. SOUL PATTINSON AND COMPANY LIMITED (WHSP) ACN/ARSN (if applicable) ACN 000 002 728
The holder became a substantial holder on 26/09/2022
The substantial holder’s relevant interest arises solely due to its holding of more than 20% of the voting power in Pengana Capital Group Limited (PCG).
2. Details of 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 on the date the substantial holder became a substantial holder are as follows:
| Class of securities (4) | Number of Securities |
Person’s votes (5) | Voting power (6) |
|---|---|---|---|
| Ordinary Fully Paid | 7,179,881 | 7,179,881 | 5.003% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
ubstantial holder are as follows: |
||
|---|---|---|
| Holderof relevantinterest | Nature of relevantinterest (7) | Class andnumberofsecurities |
| WHSP | RELEVANT INTEREST DUE TO HOLDING VOTING POWER OF MORE THAN 20% IN PENGANA CAPITAL GROUP LIMITED (PCG) ORDINARY FULLY PAIDSHARES |
7,179,881 |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered asholder(8) |
Class and number of securities |
|---|---|---|---|
| WHSP | See PCG’s Notice of initial substantial holding for IGL lodged on 26 September 2022 and attached (Attachment A). |
7,179,881 ORDINARY SHARES |
|
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest | Date of acquisition | Consideration (9) | Consideration (9) | Class and number of securities |
|---|---|---|---|---|
| See PCG’s Notice of initial substantial holding for IGL lodged on 26 September 2022 and attached (Attachment A). | ||||
603 page 2 of 7 15 July 2001
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable) Nature of association
7. Addresses
The addresses of persons named in this form are as follows:
| f persons named in this form are as follows: | |
|---|---|
| Name | Address |
| WHSP | Level 14, 151 Clarence Street, Sydney, NSW 2000 |
| Pengana Capital Group Limited | Level 12, 167 Macquarie Street, Sydney, NSW 2000 |
Signature
Ida Lawrance Capacity Company Secretary print name
sign here
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Date 27/09/2022
DIRECTIONS
-
(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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
-
(6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
-
(7) Include details of:
-
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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
-
(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).
See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.
-
(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”.
-
(9) 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 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.
page 3 of 7
Attachment A Form 603 Notice of initial substantial holder by Pengana Capital Group Ltd (ACN 059 300 426) and its subsidiaries
This is Attachment A of 4 pages referred to in Form 603 – Notice of initial substantial holder by WHSP.
Name: Ida Lawrance
Capacity: Company Secretary
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Signature:
Date: 27/09/2022
603 Page 4 of 7 15 July 2001
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme IVE GROUP LIMITED (ASX:IGL) ACN/ARSN ACN 606 252 644
1. Details of substantial holder (1)
Name Annexure A ACN/ARSN (if applicable) Annexure A
The holder became a substantial holder on 21 / 09 / 2022
2. Details of 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 on the date the substantial holder became a substantial holder are as follows:
| Class of securities (4) | Number of securities | Person's votes (5) | Voting power (6) |
|---|---|---|---|
Fully Paid OrdinaryShares |
7,179,881 |
7,179,881 |
5.003% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
|---|---|---|
Annexure B |
||
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Class and number of securities |
|---|---|---|---|
Annexure B |
|||
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Consideration (9) | Class and number of securities |
|---|---|---|---|---|
| Cash | Non-cash | |||
Annexure C |
||||
603 Page 5 of 7 15 July 2001
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
N/A |
|
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
Annexure D |
|
Signature
| print name sign here |
Katrina Glendinningcapacity Chief Fnancial Officer |
|---|---|
date26/09/2022 |
|
DIRECTIONS
-
(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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
-
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
-
(7) Include details of:
-
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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
-
(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).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
-
(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".
-
(9) 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 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.
page 6 of 7
| Annexure A | |
|---|---|
| Details of Substantial Holder Pengana Capital Group Ltd Pengana Capital Ltd Pengana Investment Management Limited |
ACN 059 300 426 103 800 568 063 081 612 107 462 966 |
| Pengana International Equities Limited |
| Annexure B | |||
|---|---|---|---|
| Holder of Relevant Interest Pengana Capital Group Ltd Pengana Capital Ltd Pengana Investment Management Limited |
Registered Holder of Securities and person entitled to be Registered as Holder As below BNP Paribas Nominees Pty Limited (ACN 084 150 023) on behalf of Pengana Capital Ltd BNP Paribas Nominees Pty Limited (ACN 084 150 023) on behalf of Pengana Investment Management Ltd |
Nature of Relevant Interest Pengana Capital Group has a relevant interest in the said securities as it wholly owns Pengana Capital Ltd and Pengana Investment Management Limited Relevant interest arising as a result of Pengana Capital Limited having power to control the voting and/ or disposal of securities pursuant to position held as an investment manager of various unit trusts. Relevant interest arising as a result of Pengana Investment Management Limnited having power to control the voting and/ or disposal of securities pursuant to position held as an investment manager of various unit trusts. |
Class and number of shares 7,179,881 |
| Pengana International Equities Limited |
BNP Paribas Nominees Pty Limited (ACN 084 150 023) on behalf of Pengana International Equities Limited |
Relevant interest arising as a result of Pengana Investment Management Limnited having power to control the voting and/ or disposal of securities pursuant to position held as an investment manager of various unit trusts. |
page 7 of 7
| Annexure C | Annexure C | ||||
|---|---|---|---|---|---|
| Date of Change 23/05/2022 25/05/2022 02/06/2022 03/06/2022 06/06/2022 07/06/2022 08/06/2022 09/06/2022 10/06/2022 21/06/2022 21/07/2022 14/09/2022 20/09/2022 21/09/2022 |
Nature of Change Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase |
No of Shares 21,618.00 27,013.00 15,474.00 75,456.00 17,947.00 11,827.00 64,266.00 147,228.00 47,394.00 5,000.00 77,253.00 179,682.00 12,106.00 208,063.00 |
Consideration $ 37,399.14 $ 47,324.07 $ 26,265.57 $ 129,263.67 $ 30,253.26 $ 19,848.07 $ 109,239.35 $ 246,238.83 $ 76,977.33 $ 7,650.00 $ 147,962.67 $ 431,218.83 $ 27,480.62 $ 476,048.14 |
Holder Pengana Capital Limited Pengana Capital Limited Pengana Capital Limited Pengana Capital Limited Pengana Capital Limited Pengana Capital Limited Pengana Capital Limited Pengana Capital Limited Pengana Capital Limited Pengana Capital Limited Pengana Capital Limited Pengana Capital Limited Pengana Capital Limited Pengana Capital Limited |
|
| Annexure D | |
|---|---|
| Pengana Capital Group Ltd Pengana Capital Ltd Pengana Investment Management Limited |
L1,2,3 60 Martin Place, Sydney, NSW 2000 L1,2,3 60 Martin Place, Sydney, NSW 2000 L1,2,3 60 Martin Place, Sydney, NSW 2000 L1,2,3 60 Martin Place,Sydney,NSW 2000 |
| Pengana International Equities Limited |