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L1 GROUP LIMITED — Major Shareholding Notification 2007
May 24, 2007
65211_rns_2007-05-24_c4e679f2-f887-4872-80c5-5943d26fab33.pdf
Major Shareholding Notification
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Form 603 Corporations Act 2001
Section 671B
Notice of initial substantial holder
| To Company Name/Scheme | PLATINUM ASSET MANAGEMENT LIMITED | ||
|---|---|---|---|
| ACN/ARSN | ACN 050 064 287 | ||
| This notice is given by each of Andrew McRae Clifford, Jane Anne Clifford and Moya Pty Ltd on behalf of itself and as trustee for JAAM Trust. |
|||
| 1. Details of substantial holder (1) | |||
| Name | JANE ANNE CLIFFORD, MOYA PTY LTD | ||
| ACN/ARSN (if applicable) | ACN 101 067 261 | ||
The holder became a substantial holder on
$02.05.94$
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 shares | 32.831.449 Ordinary Shares | 32.831.449 | 5.85% |
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 |
|---|---|---|
| Mova Pty Ltd as trustee for JAAM Trust | Beneficial owner of Ordinary Shares | 4,981,317 Ordinary Shares |
| Andrew McRae Clifford | Taken under s608(3)(a) of the Corporations Act to have a relevant interest in shares beneficially owned by Moya Pty Ltd and Jane Anne Ciifford. |
32,831,449 Ordinary Shares |
| Uane Anne Clifford | Beneficial owner of Ordinary Shares and taken lunder s608(3)(a) of the Corporations Act to have a relevant interest in shares beneficially owned by 32,831,449 Ordinary Shares Moya Pty Ltd by reason of having voting power of creater than 20%. |
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 Registered holder of |
Person entitled to be | Class and number | ||
| interest | securities | registered as holder (8) | of securities | |
| Moya Pty Ltd as trustee for | Platinum Investment Management Ltd | Moya Pty Ltd as trustee for JAAM 4,981,317 Ordinary | ||
| JAAM Trust | Trust | Shares | ||
| Andrew McRae Clifford | Platinum Investment Management Ltd | Moya Pty Ltd as trustee for JAAM 32,831,449 Ordinary | ||
| Trust and Jane Anne Clifford | Shares | |||
| Uane Anne Clifford | Platinum Investment Management Ltd | Uane Anne Cliffford | 27,850,132 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) | Class and number of securities |
|---|---|---|---|
| Moya Pty Ltd as trustee for JAAM lTrust |
(See annexure A) | (See annexure A) | (See annexure A) |
| Andrew McRae Clifford | (See annexure A) | (See annexure A) | (See annexure A) |
| Uane Anne Clifford | (See annexure A) | (See annexure A) | (See annexure A) |
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 | ∣N/A |
| and the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contra | . |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Moya Pty Ltd as trustee for JAAM Trust | 34 Louisa Road, Birchgrove NSW 2041 |
| Uane Anne Clifford | 34 Louisa Road, Birchgrove NSW 2041 |
| Andrew McRae Clifford | 34 Louisa Road, Birchgrove NSW 2041 |
| Platinum Investment Management Limited |
Level 8, 7-15 Macquarie Place, Sydney NSW 2000 |
Signature
A CLIFFORT print name capacity sign here date
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 $(1)$ 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.
- $(3)$ 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:
- any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ 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.
- 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." $(8)$
- $(9)$ Details of the consideration must include any and all benefits, moneys 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.
$(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
This is the Annexure of 1 page marked "A" referred
to in the form 603 Notice of initial substantial holder
Signed by me and dated 7 May 2007
. . . . . . . . . . لرسيد ×
- Authorised Representative Andrew McRae Clifford
Detail of Consideration
| Date | Transaction | Holder of relevant interest | Consideration given in relation to change (\$AUD) |
Class and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| 04/04/07 | Reorganisation | Jane Anne Clifford | \$192,030,050 | 38,406,010 Ordinary Shares | 38,406,010 |
| 04/04/07 | Reorganisation | Andrew McRae Clifford | \$1,939,700 | 387,940 Ordinary Shares | 387,940 |
| 05/04/07 | Reorganisation | Moya Pty Ltd as trustee for the JAAM trust |
\$24,906,585 | 4,981,317 Ordinary Shares | 4,981,317 |