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Metals X Limited — Major Shareholding Notification 2016
Jul 28, 2016
10401_rns_2016-07-28_145c1482-104b-4daa-a5ec-ef213e761f2e.pdf
Major Shareholding Notification
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Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| ToCompany Name/Scheme | ADITYA BIRLA MINERALS LIMITED (“ABY”) | ADITYA BIRLA MINERALS LIMITED (“ABY”) |
|---|---|---|
| ACN/ARSN | 103 515 037 | |
| 1.Details of substantial holder (1) | ||
| Name | METALS X LIMITED (“METALS X”) and its related bodies corporate listed in “Annexure A” to this notice (“Metals X Group | |
| Entities”) | ||
| ACN (if applicable) | 110 150 055 | |
| There was a change in the interests of | the substantial | 28/07/2016 |
| holder on | ||
| The previous notice was given to the company on | 27/07/2016 | |
| The previous notice was dated | 27/07/2016 |
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interest in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| Class of securities (4) | Previous notice | Previous notice | Present notice | |
|---|---|---|---|---|
| Person’s votes | Voting power(5) | Person’s votes | Voting power(5) | |
| Fully Paid Ordinary shares(“ORD”) | 287,731,082 | 91.82% | 292,708,689 | 93.40% |
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
| Date of change | Person whose relevantinterest changed | Nature of change (6) | Consideration given inrelationto change (7) | Class and number ofsecurities affected | Person’s votesaffected |
|---|---|---|---|---|---|
| 27/07/2016 –28/07/2016 | Metals X Limited andeach Metals X GroupEntity | Change in relevant interest as aresult of acceptances of offersmade under Metals X’s off-markettakeover bid for all the ordinaryshares in ABY on the terms andconditions set out in Metals X’sBidderStatementdated15October2015(andanysupplementsorvariations)(“Offer”). | Pursuant to the termsand conditions of theOffer | 4,977,607 ORD | 1.58% |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevantinterest | Registered holder ofsecurities | Person entitled to beregistered asholder(8) | Nature of relevant interest (6) | Class andnumberofsecurities | Person’s votes |
|---|---|---|---|---|---|
| Metals X Limited andeach Metals X GroupEntity | Metals X Limited | Metals X Limited | Relevant interest under ss608(1)(a), 608(1)(b) and 608(c) ofthe Corporations Act being arelevant interest arising fromholding the shares, having thepower to control the exercise ofthe right to vote attached to theshares and having the power tocontrol the disposal of the shares. | 283,916,187 ORD | 90.60% |
| Metals X Limited andeach Metals X GroupEntity | ABY Shareholders towhom the Offer wasmade and who haveaccepted the Offer | Metals X Limited | Relevant interest under ss 608(1)and/or 608(8) of the CorporationsAct pursuant to acceptances of theOffer. The shares which are thesubject of the acceptances of theOffer is qualified since Metals X isnot yet registered as the holder ofthe shares despite the Offer beingdeclared unconditional. | 8,792,502 ORD | 2.80% |
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
| Name and ACN (if applicable) | Nature of association |
|---|---|
| N/A | N/A |
6. Addresses
The addresses of persons named in this form are as follows:
| sts in the coman or scheme are as follows: | sts in the coman or scheme are as follows: | |||||
|---|---|---|---|---|---|---|
| py | ||||||
| Name a | ||||||
| nd ACN (if applicable) | Nature of association | |||||
| N/A | ||||||
| N/A | ||||||
| sses | ||||||
| es of persons named in this form are as follows: | ||||||
| NameMetalsSignature | Name | Add | ||||
| ress | ||||||
| Metals | ||||||
| X Limited | Level 3, 18 – 32 Parliament Place, WEST PER | TH WA 6005 | ||||
| print nameFiona Van Maanen | capacityCo | pany Secretary | ||||
| sign here | date29/07/2 | 016 | ||||
| (1)If tanrepa(2)Se(3)Se(4)Th(5)Th(6)In(a(bSe(7)Denbefro(8)If t(9)G | ||||||
| DIRECTIONS | ||||||
| here are a number of substantial holders with similar or related relevant interests (eg. a cor | poration and its related corporations | , or the manager and trustee of | ||||
| equity trust), the names could be included in an annexure to the form. If the relevant inerred to throuhout the form as a secificall named rou if the membershi of each ro | terests of a group of persons are ewith the names and addresses | ssentially similar, they may bef members is clearl set out in | ||||
| g py gp p gragraph 6 of the form. | p, | y | ||||
| e the definition of “associate” in section 9 of the Corporations Act 2001. | ||||||
| “ ” | ||||||
| e the definition of relevant interest in sections 608 and 671B(7) of the Corporations Act 20 | 01. | |||||
| e voting shares of a company constitute one class unless divided into separate classes. | ||||||
| e person’s votes divided by the total votes in the body corporate or scheme multiplied by 10 | 0. | |||||
| clude details of: an relevant areement or other circumstances because of which the chane in rel | vant interest occurred If subsectio | 671B(4) alies a co of an | ||||
| y g gdocument setting out the terms of any relevant agreement, and a statement by the | .person giving full and accurate det | pp, py yails of any contract, scheme or | ||||
| arrangement, must accompany this form, together with a written statement certifying | this contract, scheme or arrangeme | nt; and | ||||
| )any qualification of the power of a person to exercise, control the exercise of, or influ | ence the exercise of, the voting pow | ers or disposal of the securities | ||||
| to which the relevant interest relates (indicating clearly the particular securities to wh | ich the qualification applies). | |||||
| “ ” | ||||||
| e the definition of relevant agreement in section 9 of the Corporations Act 2001. | ||||||
| tails of the consideration must include any and all benefits money and other that any perso | n from whom a relevant interest wa | s acquired has or may become | ||||
| , ,titled to receive in relation to that acquisition. Details must be included even if the benefit isinclded of an benefit aid on behalf of the sbstantial holder or its associate in relation | conditional on the happening or noto the acisitions even if the ar | , ,t of a contingency. Details mustnot aid directl to the erson | ||||
| u y p um whom the relevant interest was acquired. | qu, y | p y p | ||||
| he substantial holder is unable to determine the identity of the person (eg. if the relevant inte | rest arises because of an option) w | rite “unknown”. | ||||
| ive details,if appropriate,of thepresent association and anychange in that association sinc | e the last substantial holdingnotice. | |||||
Annexure “A”
This Annexure “A” of 1 page referred to in the Form 604 (Notice of Change of Interests of Substantial Holder), signed by me and dated 29 July 2016.
Signed: Fiona Van Maanen
The following bodies corporate are related bodies corporate of Metals X Limited:
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Metals Exploration Pty Ltd (ACN 005 483 009); 2. Bluestone Australia Pty Ltd (ACN 108 490 820); 3. Bluestone Mines Tasmania Pty Ltd (ACN 108 492 628); 4. Metex Nickel Pty Ltd (ACN 108 243 358); 5. Hinckley Range Pty Ltd (ACN 052 098 496);
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Austral Nickel Pty Ltd (ACN 092 816 558);
-
Westgold Resources Pty Ltd (ACN 009 260 306);
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Aragon Resources Pty Ltd (ACN 114 74 662); 9. Castile Resources Pty Ltd (ACN 124 314 085); 10. Big Bell Gold Operations Pty Ltd (ACN 090 642 809); 11. Hill 51 Pty Ltd (ACN 147 473 970); 12. Avoca Resources Pty Ltd (ACN 097 083 282); 13. Avoca Mining Pty Ltd (ACN 108 547 217); 14. HBJ Minerals Pty Ltd (ACN 127 026 519); 15. Dioro Exploration Pty Ltd (ACN 009 271 532); 16. Hampton Gold Mining Areas Limited (ARBN 009 473 054)