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MACH7 TECHNOLOGIES LIMITED — Major Shareholding Notification 2017
Mar 5, 2017
65285_rns_2017-03-05_fdaa156e-5235-4cb7-ae0c-62410453f431.pdf
Major Shareholding Notification
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By Facsimile
6 March 2017
The Company Secretary Mach7 Technologies Limited Unit 4, 435 Williamstown Street, Port Melbourne VIC 3207
Fax: (03) 9645 4707
Dear Ms Tai
Notice of Initial Substantial Holder
We enclose Corporations Act 2001 Form 603, Notice of Initial Substantial Holder, lodged today with the Australian Securities Exchange.
Yours faithfully
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I.D. Bloodworth Company Secretary
603 GUIDE page 1/1 13 March 2000
Form 603 Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme Mach7 Technologies Limited ( MTL ) ACN/ARSN ACN 007 817 192
1. Details of substantial holder (1)
Name Washington H. Soul Pattinson and Company Limited ( WHSP ) and WHSP Hunter Hall Pty Ltd ( Bidder ) ACN/ARSN (if applicable) ACN 000 002 728 and ACN 616 648 241
The holder became a substantial holder on 20/02/2017
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 | 11,423,689 | 11,423,689 | 9.66% |
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) | Nature of relevant interest (7) | Class and number of securities |
|---|---|---|---|
| WHSP and Bidder | Acquisition of a "relevant interest" in all shares in which Hunter Hall International Limited (HHL) has a "relevant interest", as a result of the Bidder and its parent WHSP acquiring voting power of more than 20% in HHL (sections 608(3)(a), 608(3)(b) and 608(1)(a) of the_Corporations Act 2001_(Cth)). |
11,423,689 ordinary shares | |
| ails of present registered holders 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 |
| Hunter Hall Investment Management Limited (HHIML) |
JP Morgan Chase Bank, N.A. as the Custodian of the Hunter Hall Value Growth Trust (5,617,953 ORD), Hunter Hall Global Deep Green Trust (634,928 ORD), Hunter Hall High Conviction Equities Trust (2,245,894 ORD), and Hunter Hall Global Value Limited (2,924,914 ORD). |
JP Morgan Chase Bank, N.A. as the Custodian of the Hunter Hall Value Growth Trust (5,617,953 ORD), Hunter Hall Global Deep Green Trust (634,928 ORD), Hunter Hall High Conviction Equities Trust (2,245,894 ORD), and Hunter Hall Global Value Limited (2,924,914 ORD). |
11,423,689 ordinary shares |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
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 | Date of acquisition | Consideration (9) | Consideration (9) | Class and number |
|---|---|---|---|---|
| Cash | Non-cash | |||
| Neither WHSP nor Bidder have acquired shares in MTL during the four months prior to 20/02/17. |
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 |
|---|---|
| WHSP and the Bidder | The Bidder is a wholly owned subsidiary of WHSP. |
HHL and HHIML HHIML is a wholly owned subsidiary of HHL.
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| WHSP | Level 1, 160 Pitt Street Mall, Sydney NSW 2000 |
| Bidder | Level 1, 160 Pitt Street Mall, Sydney NSW 2000 |
| HHL | Level 2, 56 Pitt St, Sydney NSW 2000 |
| HHIML | Level 2, 56 Pitt St, Sydney NSW 2000 |
| print name Ian David Bloodworth capacity Company Secretary |
|---|
| sign here date 6 March 2017 |
| DIRECTIONS |
| er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and |
| trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, |
| ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is |
| ragraph 7 of the form. |
| f "associate" in section 9 of the Corporations Act 2001. |
| f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. |
| of a company constitute one class unless divided into separate classes. |
| f 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 |
| divided by the total votes in the body corporate or scheme multiplied by 100. |
| nt agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any |
| setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme |
| ment, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and |
| cation of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the |
| to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). |
| f "relevant agreement" in section 9 of the Corporations Act 2001. |
| older is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’” |
| deration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, |
| receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a |
| ils 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 |
| the person from whom the relevant interest was acquired. |
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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).
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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, 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.