LARK DISTILLING CO. LTD - Major Shareholding Notification 2018

603 GUIDE page 1/1 13 March 2000

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Australian Whisky Holdings Limited ("AWY") ACN/ARSN ACN 104 600 544

1. Details of substantial holder (1)

Name

AW FIV Holdings, L.P. and all the other persons listed in section 3 below (each a "Substantial Holder" and together the "Substantial Holders")

ACN/ARSN (if applicable) N/A The holder became a substantial holder on 30/05/2018

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:

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Class of securities (4) Number of securities Person’s votes (5) Voting power (6)
Fully Paid Ordinary Shares in 9.70% (based on 1,031,287,384
100,000,000 100,000,000
AWY ("AWY Shares") AWY Shares on issue)
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
Holder of relevant interest Nature of relevant interest (7) Class and number of securities
Relevant interest arises under section
608(1)(a) of the Corporations Act 2001 (Cth)
("Corporations Act") as registered holder
of the AWY Shares. The AWY Shares were
AW FIV Holdings, L.P. 100,000,000 AWY Shares
issued pursuant to a Confirmation of
Investment Commitment dated 25 April
2018, a copy of which is attached as
Annexure A.
Relevant interest arises under sections
608(1)(b) and 608(1)(c) of the Corporations Act
by virtue of AW FIV Holdings GP, Ltd. being
General Partner of AW FIV Holdings GP, Ltd.
AW FIV Holdings GP, Ltd. and, in that capacity, having power to exercise 100,000,000 AWY Shares
(or control the exercise of) rights to vote the
AWY Shares and power to dispose of (or
control the exercise of a power to dispose of)
the AWY Shares.
Relevant interest arises under s608(3) of the
DMS Bank & Trust Ltd. Corporations Act as DMS Bank & Trust Ltd 100,000,000 AWY Shares
holds 100% of the issued shares in AW FIV
Holdings GP, Ltd.
DMS Governance Ltd., Rogert H. Each of these persons is taken under section
Hanson, David Bree, DMS 608(3) of the Corporations Act to have a
Organization Ltd., relevant interest in the AWY Shares because of 100,000,000 AWY Shares
Seymour Family Holdings Limited and the person's interests in shares in DMS Bank &
Greta Eloise Seymour Trust Ltd. or in an entity that sits above DMS
Bank & Trust Ltd.
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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:

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
Each Substantial Holder	AW FIV Holdings, L.P.	AW FIV Holdings, L.P.	100,000,000 AWY 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
AW FIV Holdings, L.P.	30/05/2018, by way of issue of AWY Shares pursuant to a Confirmation of Investment Commitment dated 25 April 2018, a copy of which is attached asAnnexureA.	A$3,000,000	100,000,000 fully paid ordinary shares
Each other Substantial Holder	30/05/2018	None	100,000,000 AWY Shares

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	N/A

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
AW FIV Holdings, L.P. and AW FIV Holdings GP, Ltd.	c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands
Each Substantial Holder (other than AW FIV Holdings, L.P. and AW FIV Holdings GP, Ltd.)	DMS House, 20 Genesis Close, PO Box 2587, KY1-1103, Cayman Islands

Signature

Signed on behalf of the Substantial Holders print name[Amber Ramsey, Sole Director of AW FIV Holdings GP, Ltd, GP of AW FIV ] capacity Authorised signatory Holdings, L.P. sign here date 31/05/2018

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, 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.

Annexure A

This is Annexure "A" of 12 pages (including this page) referred to in the accompanying Form 603.

print name sign here	Signed on behalf of the Substantial Holders Amber Ramsey, Sole Director of AW FIV Holdings GP, Ltd, GP of AW FIV Holdings, L.P. capacity Authorised signatory
	date 31/05/2018

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Date: 25 April 2018 AW FIV Holdings, L.P.

BY EMAIL

Dear Sirs:

Confirmation of Investment Commitment

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Yours sincerely,

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Terry Cuthbertson Chairman

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Australian Whisky Holdings Limited ACCEPTANCE AND APPLICATION FORM

To: The Company secretary Australian Whisky Holdings Limited ("AWY") By Email: [email protected]

The Acceptance and Application Form is lodged by �� �� ��:

Individual/Company Name:	AW FIV Holdings, L.P.
Account Designation	N/A
Address
Telephone:
E-Mail:

The Subscriber acknowledges, and agrees with AWY as follows:

(a) to be bound by all the terms and conditions and to give all representations and warranties as set out in AWY’s letter dated 25 April 2018. The Subscriber understands that upon acceptance, our Commitment is both unconditional and irrevocable subject to the terms and conditions of the letter; a
(b) not in any way to assign, transfer, lay-off, sub-syndicate or in any other manner deal with our rights or obligations detailed in AWY’s letter dated 25 April 2018 without AWY’s prior written approval;
(c) t��Acceptance��

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The Subscriber hereby accepts the offer of 25 April 2018 and as summarised below:

Firm Allocation Commitment (Securities)	Application Monies (A$)
100,000,000	3,000,000

SIGNED ON BEHALF OF THE SUBSCRIBER BY:

Name: ��	Signature:
Title: ��
Organisation:	Date: ��

Payment of application monies for the Securities are due 27 April 2018 to be held in escrow pending settlement on the Settlement Date:

Direct Credit

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AI assistant

LARK DISTILLING CO. LTD Major Shareholding Notification 2018

65265_rns_2018-05-31_c030d13f-06cb-4acd-ba59-5ea3156d849a.pdf

Form 603

Notice of initial substantial holder

1. Details of substantial holder (1)

2. Details of voting power

3. Details of relevant interests

4. Details of present registered holders

5. Consideration

6. Associates

7. Addresses

Signature

DIRECTIONS

Annexure A

This is Annexure "A" of 12 pages (including this page) referred to in the accompanying Form 603.

Confirmation of Investment Commitment

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Australian Whisky Holdings Limited ACCEPTANCE AND APPLICATION FORM

Direct Credit

AI assistant

LARK DISTILLING CO. LTD — Major Shareholding Notification 2018

65265_rns_2018-05-31_c030d13f-06cb-4acd-ba59-5ea3156d849a.pdf

Form 603

Notice of initial substantial holder

1. Details of substantial holder (1)

2. Details of voting power

3. Details of relevant interests

4. Details of present registered holders

5. Consideration

6. Associates

7. Addresses

Signature

DIRECTIONS

Annexure A

This is Annexure "A" of 12 pages (including this page) referred to in the accompanying Form 603.

Confirmation of Investment Commitment

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Australian Whisky Holdings Limited ACCEPTANCE AND APPLICATION FORM

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