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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.
  • (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.