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METGASCO LTD — Major Shareholding Notification 2016
Nov 17, 2016
65313_rns_2016-11-17_40cb37ee-edc3-4574-b177-56f92bb43a7b.pdf
Major Shareholding Notification
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604 GUIDE page 1/1 13 March 2000
Form 604 Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| ToCompany Name/Scheme | Metgasco Limited | Metgasco Limited | ||||
|---|---|---|---|---|---|---|
| ACN/ARSN | 088 196 383 | |||||
| 1. Details of substantial holder (1) | ||||||
| Name | Lawndale Group Pty Ltd, M&A Advisory Pty Ltd, Annexure A1 |
Amanda Purcell, Andrew Purcell and their associates in | ||||
| ACN/ARSN (if applicable) | 600 817 749 | |||||
| There was a change in the interests of the | ||||||
| substantial holder on | Between 24/08/2016 to 16/11/2016 | |||||
| The previous notice was given to the company | 22/08/2016 | |||||
| on The previous notice was dated |
22/08/2016 | |||||
| 2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows: | ||||||
| Previous notice | Present notice | |||||
| Class of securities (4) | Person’s votes | Voting power (5) | Person’s votes |
Voting power(5) |
||
| OrdinaryShares | 75,375,197 | 18.79% | 76,516,908 | 19.20% |
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 relevant interest |
Nature of change (6) |
Consideration given in relation to change (7) |
Class and number of securities affected |
Person’s votes affected |
|
|---|---|---|---|---|---|---|
| Acquisition of relevant interests in | ||||||
| ordinary shares under sections | ||||||
| 608(1)(c) and 608(8) of the | ||||||
| 25 | August 2016 | Lawndale Group Pty Ltd |
Corporations Act pursuant to agreement with Paul McIntyre and Julie McIntyre to acquire ordinary |
$4,687.50 | 62,500 | 0.02% |
| shares in the form annexed to this | ||||||
| notice as Annexure B ("Sale | ||||||
| Agreement") | ||||||
| Acquisition of relevant interests in | ||||||
| ordinary shares under sections | ||||||
| 608(1)(c) and 608(8) of the | ||||||
| Corporations Act pursuant to an | ||||||
| agreement with Dalefored Way Pty Ltd | ||||||
| to acquire ordinary shares in the form | ||||||
| of the Sale Agreement. Lawndale | ||||||
| As | above | Lawndale Group Pty Ltd |
Group Pty Ltd nominated M&A Advisory Pty Ltd to acquire the |
$419,027.10 | 5,587,028 | 1.4% |
| relevant shares at completion of the | ||||||
| sale. Note that the ASIC Form 604 | ||||||
| dated 22 August 2016 aggregated the | ||||||
| holdings of J & A Vaughan Super Pty. | ||||||
| Limited and Daleford Way Pty. | ||||||
| Limited. Those share sales occurred | ||||||
| separately. See Annexure "C". |
1 Note that this filing is for completeness. Mr Purcell's relevant interest was disclosed in the Appendix 3X filed on 30 September 2016. The change in voting power disclosed in this notice is less than 1% of the voting power of the Company. In this notice, references to M&A Advisory Pty Ltd are references to M&A Advisory in its capacity as trustee of the Purcell Family Trust. References to Amanda Purcell as shareholder of the Lawndale Group Pty Ltd are references to Amanda Purcell in her capacity as trustee of the Purcell Family Trust No 1. In addition, the beneficiaries under the Purcell Family Trust and Purcell Family Trust No 1 (being Andrew Purcell, Amanda Purcell and their immediate family) do not have a relevant interest in MEL shares through their interests in the trusts as the trusts are discretionary in nature.
| As above | Amanda Purcell | Acquisition of relevant interests in ordinary shares under section 608(3)(b) of the Corporations Act as the sole shareholder of Lawndale Group Pty Ltd under the sale agreements between Lawndale Group Pty Ltd and Dalefored Way Pty Limited and Paul McIntyre and Julie McIntyre described above. |
$423,714.60 | 5,649,528 | 1.42% |
|---|---|---|---|---|---|
| On the dates specified in Annexure C. |
Lawndale Group Pty Ltd |
Lawndale Group Pty Ltd nominated M&A Advisory Pty Ltd and Breakwater Holdings Pty Ltd as its nominees under agreements to acquire ordinary shares in MEL in the form of the Sale Agreement with the vendors set out in column 1 of the table in Annexure C. Following completion under each Sale Agreement, Lawndale ceased to hold relevant interests under sections 608(1)(c) and 608(8) of the Corporations Act. This reflects completion of the Sale Agreements entered into by Lawndale Group Pty Ltd but under which M&A Advisory became the registered holder on completion of the relevant sales. |
$4,747,176.38 | 65,126,173 | 16.34% |
| On the dates specified in Annexure C. |
M&A Advisory Pty Ltd |
Following completion under each Sale Agreement described above (except in relation to the Sale Agreement with Ronald James Goodlad), M&A Advisory acquired a relevant interest in ordinary shares pursuant to section 608(1) of the Corporations Act. |
$4,597,176.38 |
63,026,173 | 15.84% |
| On the dates specified in Annexure C. |
Amanda Purcell |
Acquisition of relevant interests in ordinary shares under section 608(3)(a) of the Corporations Act as a shareholder of M&A Advisory Pty Ltd. Ceased to hold relevant interests in ordinary shares under section 608(3)(b) of the Corporations Act as the sole shareholder in Lawndale GroupPtyLtd. |
As above | As above | As above |
| On the dates specified in Annexure C. |
Andrew Purcell |
Acquisition of relevant interests in ordinary shares under section 608(3)(a) of the Corporations Act as a shareholder of M&A Advisory Pty Ltd. |
As above |
As above | As above |
| 24 August 2016 | M&A Advisory Pty Ltd |
Became the registered holder of ordinary shares following completion under an undocumented verbal agreement with Terra Capital. |
$396,900.00 | 6,300,000 | 1.57% |
| As above | Andrew Purcell and Amanda Purcell |
Acquisition of relevant interests in ordinary shares under section 608(3)(b) of the Corporations Act as shareholders of M&A Advisory Pty Ltd. |
As above |
As above | As above |
| 23 August 2016 | M&A Advisory Pty Ltd |
Acquisition of relevant interests in ordinary shares under sections 608(1) of the Corporations Act as the registered holder of ordinary shares purchased on market. |
$ 22,985.42 | 368,687 | 0.09% |
| As above | Andrew Purcell and Amanda Purcell |
Acquisition of relevant interests in ordinary shares under section 608(3)(a) of the Corporations Act as shareholders of M&A Advisory Pty Ltd. |
As above |
As above | As above |
| 07 September 2016 | M&A Advisory Pty Ltd |
Acquisition of relevant interests in ordinary shares under sections 608(1) of the Corporations Act as the registered holder of ordinary shares purchased on market. |
$45,443.07 | 710,048 | 0.18% |
| As above | Andrew Purcell and Amanda Purcell |
Acquisition of relevant interests in ordinary shares under section 608(3)(a) of the Corporations Act as shareholders of M&A Advisory Pty Ltd. |
As above |
As above | As above |
| Breakwater Holdings Pty Ltd acquired | ||||||||
|---|---|---|---|---|---|---|---|---|
| a relevant interest in ordinary shares | ||||||||
| pursuant to section 608(1) of the | ||||||||
| Corporations Act on completion under | ||||||||
| the Sale Agreement entered into by | ||||||||
| 07 | September | 2016 | Breakwater Holdings Pty Ltd |
Ronald James Goodlad and Lawndale Group Pty Ltd. Breakwater Holdings |
$150,000 | 2,000,000 | 0.50% | |
| Pty Ltd became the registered holder | ||||||||
| on completion of the relevant sale as | ||||||||
| Lawndale Group Pty Ltd nominated | ||||||||
| Breakwater Holdings Pty Ltd as its | ||||||||
| nominee under the Sale Agreement. | ||||||||
| Acquisition of a relevant interests in | ||||||||
| ordinary shares under section | ||||||||
| 608(1)(b) and (c) of the Corporations | ||||||||
| As | above | M&A Pty Ltd |
Advisory | Act through the power to exercise or control the exercise of the right to vote |
As above | As above | As above | |
| or dispose of the shares held by | ||||||||
| Breakwater Holdings Pty Ltd pursuant | ||||||||
| to an undocumented agreement. | ||||||||
| As | above | Andrew and Purcell |
Purcell Amanda |
Acquisition of relevant interests in ordinary shares under section 608(3)(b) of the Corporations Act as shareholders of M&A Advisory Pty Ltd. |
As above |
As above | As above |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Nature of relevant interest (6) |
Class and number of securities |
Person’s votes |
|---|---|---|---|---|---|
| M&A Advisory Pty Ltd |
M&A Advisory Pty Ltd |
M&A Advisory Pty Ltd | Relevant interest as the registered holder of ordinary shares pursuant to section 608(1) of the Corporations Act. |
74,516,908 | 18.70% |
| Andrew Purcell |
M&A Advisory Pty Ltd |
M&A Advisory Pty Ltd | Relevant interests in ordinary shares under section 608(3)(a) of the Corporations Act as a shareholder of M&A Advisory Pty Ltd |
As above | As above |
| Amanda Purcell |
M&A Advisory Pty Ltd |
M&A Advisory Pty Ltd | As above | As above | As above |
| Breakwater Holdings Pty Ltd |
Breakwater Holdings Pty Ltd |
Breakwater Holdings Pty Ltd | Relevant interest as the registered holder of ordinary shares pursuant to section 608(1) of the Corporations Act. |
2,000,000 |
0.50% |
| M&A Advisory Pty Ltd |
Breakwater Holdings Pty Ltd |
Breakwater Holdings Pty Ltd | A relevant interests in ordinary shares under section 608(1)(b) and (c) of the Corporations Act through the power to exercise or control the exercise of the right to vote or dispose of the shares held by Breakwater Holdings Pty Ltd pursuant to an undocumented agreement or arrangement between M&A Advisory Pty Ltd and Breakwater Holdings Pty Ltd. |
As above |
As above |
| Andrew Purcell |
Breakwater Holdings Pty Ltd |
Breakwater Holdings Pty Ltd | Relevant interests in ordinary shares under section 608(3)(a) of the Corporations Act as a shareholder of M&A Advisory Pty Ltd |
As above |
As above |
| Amanda Purcell |
Breakwater Holdings Pty Ltd |
Breakwater Holdings Pty Ltd | Relevant interests in ordinary shares under section 608(3)(a) of the Corporations Act as a shareholder of M&A Advisory Pty Ltd |
As above |
As above |
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/ARSN (if applicable) |
Nature of association |
|---|---|
| See Annexure A. | See Annexure A. |
| f persons named in this form are as follows: | |
| Name | Address |
| Lawndale GroupPtyLtd | SUITE 407, 12 CENTURY CIRCUIT, BAULKHAM HILLS NSW 2153 |
| Amanda Purcell | 16 KENT ROAD, ROSE BAY NSW 2029 |
| Andrew Purcell | 16 KENT ROAD, ROSE BAY NSW 2029 |
| M&A AdvisoryPtyLtd | SUITE 407, 12 CENTURY CIRCUIT, BAULKHAM HILLS NSW 2153 |
| Twinkle Capital PtyLtd | LEVEL 6, 41 EXHIBITION STREET, MELBOURNE VIC 3000 |
| Breakwater Holdings PtyLtd | LEVEL 1, 261 GEORGE STREET, SYDNEY NSW 2000 |
6. Addresses
The addresses of persons named in this form are as follows:
Signature
| print nameAndrew Purcell capacity |
Company Secretary |
|---|---|
| sign here date |
18 Nov 2016 |
| 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 6 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. | |
| divided by the total votes in the body corporate or scheme multiplied by 100. |
-
(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 6 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 person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
-
(6) Include details of:
-
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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.
-
(7) 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 on 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.
-
(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) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
This is Annexure "A" of 1 page referred to in the FORM 604 signed by me and dated 18 Nov 2016
18 Nov 2016 __________ Date Andrew Purcell, Company Secretary
Associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| M&A Advisory Pty Ltd (ACN 113 972 473) |
Associate of Lawndale Group Pty Ltd by virtue of section 12(2)(c) of the Corporations Act in respect of participation in the acquisitions of ordinary shares in Metgasco Limited under the Sale Agreements. Associate of Twinkle Capital Pty Ltd and Breakwater Holdings Pty Ltd by virtue of section 12(2)(b) of the Corporations Act in respect of a unsecured and undocumented loan to assist M&A Advisory in funding the acquisition of MEL shares. May be deemed to be an associate of Andrew Purcell by virtue of section 12(2)(c) of the Corporations Act as a result of his relationship with Amanda Purcell (and her interests as a shareholder in Lawndale Group Pty Ltd and M&A Advisory Pty Ltd), his interests as a shareholder in M&A Advisory and/or being a director of both Lawndale Group Pty Ltd M&A Advisory Pty Ltd. For completeness, see footnote 1 on page one of this form 604. |
| Twinkle Capital Pty Ltd (ACN 604 735 748) |
Associate of Lawndale Group Pty Ltd and M&A Advisory Pty Ltd by virtue of section 12(2)(c) of the Corporations Act in respect of participation in the acquisition of ordinary shares in Metgasco Limited under the Sale Agreements. Associate of M&A Advisory Pty Ltd by virtue of section 12(2)(b) of the Corporations Act in respect of a unsecured and undocumented loan to assist M&A Advisory in funding the acquisition of MEL shares. |
| Breakwater Holdings Pty Ltd (ACN 164 047 956) |
Associate of Lawndale Group Pty Ltd and M&A Advisory Pty Ltd by virtue of section 12(2)(c) of the Corporations Act in respect of participation in the acquisition of ordinary shares in Metgasco Limited under the Sale Agreements. Associate of M&A Advisory Pty Ltd by virtue of section 12(2)(b) of the Corporations Act in respect of an unsecured and undocumented loan to assist M&A Advisory in funding the acquisition of MEL shares. |
| Andrew Purcell | May be deemed to be an associate of Lawndale Group Pty Ltd, M&A Advisory Pty Ltd and Amanda Purcell by virtue of section 12(2)(c) of the Corporations Act as a result of his relationship with Amanda Purcell (and her interests as a shareholder in Lawndale Group Pty Ltd and M&A Advisory Pty Ltd), his interests as a shareholder in M&A Advisory, and/or being a director of both Lawndale Group Pty Ltd M&A Advisory Pty Ltd. For completeness, see footnote 1 on page one of this form 604. |
| Amanda Purcell | May be deemed to be an associate of Andrew Purcell by virtue of section 12(2)(c) of the Corporations Act as a result of her relationship with Andrew Purcell (and her interests as a shareholder in Lawndale Group Pty Ltd and M&A Advisory Pty Ltd) and/or Andrew Purcell being a director of both Lawndale Group Pty Ltd M&A Advisory Pty Ltd. For completeness, see footnote 1 on page one of this form 604. |
| Lawndale Group Pty Ltd | Associate of M&A Advisory Pty Ltd, Twinkle Capital Pty Ltd and Breakwater Holdings Pty Ltd by virtue of section 12(2)(c) of the Corporations Act in respect of participation in the acquisition of ordinary shares in Metgasco Limited under the Sale Agreements. May be deemed to be an associate of Andrew Purcell by virtue of section 12(2)(c) of the Corporations Act as a result of his relationship with Amanda Purcell (and her interests as a shareholder in Lawndale Group Pty Ltd and M&A Advisory Pty Ltd), his interests as a shareholder in M&A Advisory and/or being a director of both Lawndale Group Pty Ltd M&A Advisory Pty Ltd. For completeness, see footnote 1 on page one of this form 604. |
This is Annexure "B" of 3 pages referred to in the FORM 604 signed by me and dated 18 Nov 2016
18 Nov 2016 __________ Date Andrew Purcell, Company Secretary
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604 GUIDE page 1/1 13 March 2000
This is Annexure "C" of 1 page referred to in the FORM 604 signed by me and dated 18 Nov 2016
18 Nov 2016 __________ Date Andrew Purcell, Company Secretary
| Sellers | Settlement Date |
Buyer | No. of Shares | Person's votes effected |
Sale Price ($/share) |
Consideration |
|---|---|---|---|---|---|---|
| Saje Properties Pty. Limited |
30/Aug/16 | M&A Advisory | 10,481,397 | 2.63% | 0.065 | $681,290.81 |
| Saje FM Pty. Limited |
30/Aug/16 | M&A Advisory | 3,247,263 | 0.81% | 0.065 | $211,072.10 |
| GOODLAD, Ronald James |
07/Sep/16 | Breakwater Holdings |
2,000,000 | 0.50% | 0.075 | $150,000.00 |
| Hush-Hush Pty. Limited |
09/Sep/16 | M&A Advisory | 7,000,000 | 1.76% | 0.075 | $525,000.00 |
| Miniata Technologies Pty. Limited |
09/Sep/16 | M&A Advisory | 3,200,000 | 0.80% | 0.075 | $240,000.00 |
| Myoora Pty. Limited |
09/Sep/16 | M&A Advisory | 7,500,000 | 1.88% | 0.075 | $562,500.00 |
| NJM Nominees Pty. Limited ATF N&L Morrison Retirement Fund |
09/Sep/16 | M&A Advisory | 1,502,083 | 0.38% | 0.075 | $112,656.23 |
| NJM Nominees Pty. Limited ATF NJ Morrison FamilyTrust |
09/Sep/16 | M&A Advisory | 305,193 | 0.08% | 0.075 | $22,889.48 |
| NJM Nominees Pty. Limited ATF NJ Morrison FamilyTrust |
09/Sep/16 | M&A Advisory | 400,000 | 0.10% | 0.075 | $30,000.00 |
| KENNY,Deborah | 09/Sep/16 | M&A Advisory | 150,000 | 0.04% | 0.075 | $11,250.00 |
| Dunham Holdings Pty. Limited |
07/Sep/16 | M&A Advisory | 700,000 | 0.18% | 0.075 | $52,500.00 |
| Dunham Holdings Pty. Limited |
07/Sep/16 | M&A Advisory | 300,000 | 0.08% | 0.075 | $22,500.00 |
| Kalsie Holdings Pty. Limited |
14/Nov/16 | M&A Advisory | 900,000 | 0.23% | 0.075 | $67,500.00 |
| J & A Vaughan Super Pty. Limited |
09/Sep/16 | M&A Advisory | 20,816,4712 | 5.22% | 0.075 | $1,561,235.33 |
| USHER,Piera | 16/Nov/16 | M&A Advisory | 100,000 | 0.03% | 0.075 | $7,500.00 |
| Ramectin Australasia Pty Ltd |
14/Nov/16 | M&A Advisory | 874,238 | 0.22% | 0.075 | $65,567.85 |
| Daleford Way Pty. Limited |
09/Sep/16 | M&A Advisory | 5,587,0283 | 1.40% | 0.075 | $419,027.10 |
| MCINTYRE, Paul + MCINTYRE,Julie |
21/Sep/16 | M&A Advisory | 62,500 | 0.02% | 0.075 | $4,687.50 |
2 Note that ASIC Form 604 dated 22 August 2016 aggregated the holdings of J & A Vaughan Super Pty. Limited and Daleford Way Pty. Limited 3 As above.