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MASTERMYNE GROUP LIMITED — Major Shareholding Notification 2021
Nov 9, 2021
65392_rns_2021-11-09_21b183a7-dd74-4f54-b0e6-ebd1aaf28a8b.pdf
Major Shareholding Notification
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603 page 1/2 15 July 2001
Form 603 Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme Mastermyne Group Limited (Company)
ACN/ARSN 142 490 579
1. Details of substantial holder (1)
| Name Brencon Pty Ltd ACN 088 963 197 as trustee for the Brendan Rouse Family Trust, Brendan Paul Rouse, Holdings Pty Ltd ACN 144 787 833 as trustee for the March Pines Super Fund |
Rovest |
|---|---|
| ACN/ARSN (if applicable) | |
| The holder became a substantial holder on 5/11/2021 |
|
| 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) |
| Class of securities(4) | Number of securities | Person’s votes(5) | Voting power(6) |
|---|---|---|---|
| OrdinaryShares | 8,243,883 | 8,243,883 | 6.29% |
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:
| r are as follows: | ||
|---|---|---|
| Holder of relevant interest | Nature of relevant interest(7) | Class and number of securities |
| Brencon Pty Ltd ACN 088 963 197 as trustee for the Brendan Rouse Family Trust |
Direct interest as the holder of the shares, pursuant to s608(1)(a) of the Corporations Act 2001 |
7,002,253 fully paid ordinary shares |
| Brendan Paul Rouse | Brendan holds more than 20% of the share capital in Brencon Pty Ltd so is deemed to have a relevant interest in these shares by virtue of s 608(3) of the Corporations Act 2001. Brendan also has an indirect interest in these shares via the Brendan Rouse Family Trust of which he is a beneficiary under s608(2) of the Corporations Act |
7,002,253 fully paid ordinary shares |
| Rovest Holdings Pty Ltd ACN 144 787 833 as trustee for the March Pines Super Fund |
Direct interest as the holder of the shares, pursuant to s608(1)(a) of the Corporations Act 2001 |
1,241,630 fully paid ordinary shares |
| Brendan Paul Rouse | Brendan holds more than 20% of the share capital in Rovest Holdings Pty Ltd so is deemed to have a relevant interest in these shares by virtue of s 608(3) of the Corporations Act 2001 |
1,241,630 fully paid 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:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder(8) |
Class and number of securities |
|---|---|---|---|
| Brencon Pty Ltd ACN 088 963 197 as trustee for the Brendan |
Brencon Pty Ltd ACN 088 963 197 |
Brencon Pty Ltd ACN 088 963 197 |
7,002,253 fully paid ordinaryshares |
| ~~R~~ ~~F~~ ~~il T~~ Brendan Paul Rouse |
Brencon Pty Ltd ACN 088 963 197 |
Brencon Pty Ltd ACN 088 963 197 |
7,002,253 fully paid ordinary shares |
| Rovest Holdings Pty Ltd ACN 144 787 833 as trustee for the March Pines Super Fund |
Rovest Holdings Pty Ltd ACN 144 787 833 |
Rovest Holdings Pty Ltd ACN 144 787 833 |
1,241,630 fully paid ordinary shares |
| Brendan Paul Rouse | Rovest Holdings Pty Ltd ACN 144 787 833 |
Rovest Holdings Pty Ltd ACN 144 787 833 |
1,241,630 fully paid ordinary shares |
[8650553: 31159462_1]
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:
| ntial holder is as follows: | ||||
|---|---|---|---|---|
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Class and number of securities |
|
| Cash | Non-cash | |||
| Brencon Pty Ltd ACN 088 963 197 as trustee for the Brendan Rouse Family Trust |
5/11/2021 | Nil cash consideration. The shares were issued to Brencon Pty Ltd as consideration for the transfer of 3,333,354 shares in PYBAR Holdings Pty Ltd ACN 088 981 757 to the Company under the Share Purchase Agreement dated 6 September 2021. |
7,002,253 fully paid ordinary shares |
|
| Brendan Paul Rouse | 5/11/2021 | Nil cash consideration. This is a deemed relevant interest under section 608(3) of the Corporations Act. |
7,002,253 fully paid ordinary shares |
|
| Rovest Holdings Pty Ltd ACN 144 787 833 as trustee for the March Pines Super Fund |
Please see Annexure A. | Purchased on market. Please see Annexure A. |
1,241,630 fully paid ordinary shares |
|
| Brendan Paul Rouse | Please see Annexure A. | Nil cash consideration. This is a deemed relevant interest under section 608(3) of the Corporations Act. |
1,241,630 fully paid ordinary shares |
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603 page 2/2 15 July 2001
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 |
|---|---|
| Brencon Pty Ltd ACN 088 963 197 as trustee for the Brendan Rouse Family Trust |
All parties are associates - Company controlled by Brendan Rouse |
| Brendan Paul Rouse | All parties are associates – Director and controlling shareholder of Brencon Pty Ltd and Rovest Holdings Pty Ltd as trustee for the March Pines Super Fund |
| Rovest Holdings Pty Ltd ACN 144 787 833 as trustee for the March Pines Super Fund |
All parties are associates - Company controlled by Brendan Rouse |
| f persons named in this form are as follows: | |
| Name | Address |
| Brencon PtyLtd ACN 088 963 197 | 195 Kangaroobie Road, Orange, New South Wales, 2800, Australia |
| Brendan Paul Rouse | 343 Kangaroobie Road, Orange, New South Wales, 2800, Australia |
| Rovest Holdings Pty Ltd ACN 144 787 833 as trustee for the March Pines Super Fund |
195 Kangaroobie Road, Orange, New South Wales, 2800, Australia |
7. Addresses
The addresses of persons named in this form are as follows:
Signature
| print name Brendan Rouse capacity |
Director and shareholder | Director and shareholder |
|---|---|---|
| sign here date |
/ / 9 11 |
2021 |
| 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 | |
| paragraph 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. |
-
(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.
-
(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
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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.
-
(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.’”
[8650553: 31159462_1]
(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.
[8650553: 31159462_1]
GUIDE
This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 603.
Signature This form must be signed by either a director or a secretary of the substantial holder.
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Lodging period Nil
Lodging Fee Nil
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Other forms to be completed[Nil ]
Additional information (a) If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form.
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(b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange.
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(c) The person must give a copy of this notice: (i) within 2 business days after they become aware of the information; or (ii) by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the information if:
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(A) a takeover bid is made for voting shares in the company or voting interests in the scheme; and
(B) the person becomes aware of the information during the bid period.
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Annexures To make any annexure conform to the regulations, you must 1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides 2 show the corporation name and ACN or ARBN 3 number the pages consecutively 4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied 5 identify the annexure with a mark such as A, B, C, etc 6 endorse the annexure with the words: This is annexure (mark) of (number) pages referred to in form (form number and title)
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7 sign and date the annexure. The annexure must be signed by the same person(s) who signed the form.
.
Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice
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Annexure A
| Type | Security | Acquisition Date | Quantity | Average Price | Consideration |
|---|---|---|---|---|---|
| Buy | MYE | 02/11/2021 | 91,275 | $0.9447 | $86,227.49 |
| Buy | MYE | 01/11/2021 | 28,749 | $0.9245 | $26,578.45 |
| Buy | MYE | 29/10/2021 | 28,039 | $0.9198 | $25,790.27 |
| Buy | MYE | 28/10/2021 | 25,121 | $0.9431 | $23,691.62 |
| Buy | MYE | 27/10/2021 | 25,072 | $0.9500 | $23,818.40 |
| Buy | MYE | 26/10/2021 | 49,591 | $0.9439 | $46,808.94 |
| Buy | MYE | 25/10/2021 | 1 | $0.9400 | $0.94 |
| Buy | MYE | 22/10/2021 | 14,980 | $0.9500 | $14,231.00 |
| Buy | MYE | 21/10/2021 | 2,481 | $0.9500 | $2,356.95 |
| Buy | MYE | 11/10/2021 | 34,216 | $0.9904 | $33,887.53 |
| Buy | MYE | 08/10/2021 | 84,929 | $0.9498 | $80,665.56 |
| Buy | MYE | 07/10/2021 | 118,956 | $0.9399 | $111,806.74 |
| Buy | MYE | 06/10/2021 | 40,373 | $0.9410 | $37,990.99 |
| Buy | MYE | 05/10/2021 | 37,105 | $0.9470 | $35,138.44 |
| Buy | MYE | 04/10/2021 | 8,522 | $0.9500 | $8,905.00 |
| Buy | MYE | 01/10/2021 | 50,775 | $0.9214 | $46,784.09 |
| Buy | MYE | 30/09/2021 | 39,034 | $0.9303 | $36,313,33 |
| Buy | MYE | 29/09/2021 | 9,741 | $0.9399 | $9,155.57 |
| Buy | MYE | 28/09/2021 | 9,054 | $0.9400 | $8,510.76 |
| Buy | MYE | 27/09/2021 | 39,705 | $0.9253 | $36,739.04 |
| Buy | MYE | 24/09/2021 | 77,212 | $0.9468 | $73,104.32 |
| Buy | MYE | 23/09/2021 | 99,118 | $0.9488 | $94,043.16 |
| Buy | MYE | 22/09/2021 | 73,005 | $0.9498 | $69,340.15 |
| Buy | MYE | 21/09/2021 | 180,666 | $0.9232 | $166,790.85 |
| Buy | MYE | 20/09/2021 | 73,910 | $0.9100 | $67,258.10 |
[8650553: 31166544_2]