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LGI LIMITED — Major Shareholding Notification 2022
Oct 5, 2022
65230_rns_2022-10-05_4a79dd80-a170-4643-83d2-e1c955dee500.pdf
Major Shareholding Notification
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603 Page 1 of 2 15 July 2001
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme LGI Limited
ACN/ARSN 138 085 551
1. Details of substantial holder (1)
Name LGI Limited (or “LGI”) ACN/ARSN (if applicable) 138 085 551
The holder became a substantial holder on 06 October 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 Ordinary Shares (Shares) |
49,078,612 | 49,078,612 | 55.60% |
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 LGI Limited |
Nature of relevant interest (7) | Class and number of securities |
|---|---|---|
| A restriction of disposal of shares under voluntary escrow arrangements, as disclosed in the Company’s pre- quotation disclosure dated 4 October 2022, gives LGI a ‘relevant interest’ in its own shares under section 608(1) (c) of the Corporations Act 2001. |
49,078,612 Shares |
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 |
|---|---|---|---|
| LGI Limited | Holders listed in Annexure A | Holders listed in Annexure A | 49,078,612 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 |
|---|---|---|---|---|
| Cash | Non-cash | |||
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
603 Page 2 of 2 15 July 2001
Name and ACN/ARSN (if applicable) Nature of association
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| LGI Limited ACN 138 085 551 |
57 Harvey Street N, Eagle Farm, QLD 4009 |
Signature
print name Hasaka Martin Capacity Company Secretary sign here date 06 October 2022
DIRECTIONS
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(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.
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(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
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(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
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(4) The voting shares of a company constitute one class unless divided into separate classes.
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(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.
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(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
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(7) Include details of:
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(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
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(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.
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(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".
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(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.
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Annexure A
ESCROWED SECURITIES
Director IPO Escrow Shares
Mr Vik Bansal received 283,333 Director IPO Escrow Shares and Ms Abigail Cheadle received 80,000 Director IPO Escrow Shares in connection with the IPO. The Director IPO Escrow Shares are the subject of a voluntary escrow agreement for three years from the date of listing.
| Shareholder | Three Year Voluntary Escrowed Shares |
|---|---|
| Ariana Vernon Holdings Pty Ltd ACN 619 487 142 as trustee of the VB Family Trust |
283,333 Shares |
| Freggie Pty Ltd ACN 600 327 428 as trustee for the Cheadle FamilyTrust |
80,000 Shares |
Founders, Key Management Personnel, and Director Voluntary Escrow
48,715,279 Shares held by Founders, Key Management Personnel, and Board members of the Company are subject to a voluntary escrow, with the escrow release occurring in accordance with the following schedule:
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One third (1/3) of their Shareholding can be dealt with two business days after release of Half Year 2023 results;
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One third (1/3) of their Shareholding can be dealt with two business days after release of Full Year 2023 results; and
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One third (1/3) of their Shareholding can be dealt with two business days after release of Half Year 2024 results.
| Shareholder | Voluntary Escrowed Securities |
|---|---|
| Ariana Vernon Holdings Pty Ltd ACN 619 487 142 as trustee for the VB FamilyTrust |
171,429 Shares |
| McGavin Holdings (Aust) Pty Ltd ACN 107 036 082 as trustee for the T&S McGavin FamilyTrust |
13,282,930 Shares |
| RD & KA McGavin Pty Ltd ACN 109 779 946 as trustee for the RD & KA McGavin S/F |
142,856 Shares |
| Blakin Technologies Pty Ltd ACN 145 281 116 |
17,593,232 Shares |
| Andrew Peters as trustee for the Highcrest FamilyTrust |
490,858 Shares |
| Jessica North | 1,299,200 Shares |
| Picarra Holdings Pty Ltd ACN 117 568 724 as trustee for the Picarra Land Trust |
10,048,064 Shares |
| Rodney Bloomer & Vivienne Bloomer as trustees for the The Coolabine Family Trust |
5,036,500 Shares |
| Jarryd Doran | 378,214 Shares |
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LGI Limited (ABN: 49 138 085 551) 57 Harvey Street N, Eagle Farm QLD 4009 Australia
1
www.lgi.com.au
271,996 Shares
Dean Wilkinson
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LGI Limited (ABN: 49 138 085 551) 57 Harvey Street N, Eagle Farm QLD 4009 Australia
2
www.lgi.com.au