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METGASCO LTD — Major Shareholding Notification 2016
Aug 21, 2016
65313_rns_2016-08-21_76e84bb2-499f-42c5-a9b6-7068a6644c55.pdf
Major Shareholding Notification
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603 GUIDE page 1/1 13 March 2000
Form 603 Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme
Metgasco Limited
ACN/ARSN 088 196 383
1. Details of substantial holder (1) Name Lawndale Group Pty Ltd, Amanda Purcell and their associates in section 6 ACN/ARSN (if applicable) 600 817 749 The holder became a substantial holder on 17/08/2016
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) |
|---|---|---|---|
| Ordinaryshares | 64,088,959 | 64,088,959 | 15.97% |
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 | Holder of relevant interest | Nature of relevant interest(7) | Nature of relevant interest(7) | Class and number of securities | Class and number of securities |
|---|---|---|---|---|---|
| Lawndale Group Pty Ltd | Relevant interests in 64,088,959 ordinary shares under sections 608(1)(c) and 608(8) of the Corporations Act pursuant to agreements to acquire ordinary shares in the form annexed to this notice as Annexure A ("Sale Agreement") |
64,088,959 |
|||
| Amanda Purcell | Relevant interests in 64,088,959 ordinary shares under section 608(3)(b) of the Corporations Act as the sole shareholder of Lawndale Group Pty Ltd. |
64,088,959 |
|||
| resent registered holders istered as holders of the securities referred to in paragraph 3 above ar |
e as follows: | ||||
| Holder of relevant Interest |
Registered holder of securities |
Person entitled to be registered as holder(8) |
Class and number of securities |
||
| Lawndale Group Pty Ltd | Saje Properties Pty Ltd | Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement |
10,481,397 | ||
| Lawndale Group Pty Ltd | Saje FM Pty Ltd | Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement |
3,247,263 |
||
| Lawndale Group Pty Ltd | Myoora Pry Ltd | Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement |
7,500,000 |
||
| Lawndale Group Pty Ltd | Hush Hush Pty Ltd | Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement |
7,000,000 |
||
| Lawndale Group Pty Ltd | Miniata Technologies Pty Ltd | Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement |
3,200,000 |
||
| Lawndale Group Pty Ltd | Ronald James Goodlad | Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement |
2,000,000 |
||
| Lawndale Group Pty Ltd | NJM Nominees Pty. Limited ATF N&L Morrison Retirement Fund |
Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement |
1,502,083 |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Lawndale Group Pty Ltd | NJM Nominees Pty. Limited ATF NJ Morrison Family Trust |
Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement |
705,193 |
|---|---|---|---|
| Lawndale Group Pty Ltd | Deborah Kenny | Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement |
150,000 |
| Lawndale Group Pty Ltd | Dunham Holdings Pty. Limited | Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement |
1,000,000 |
| Lawndale Group Pty Ltd | Kalsie Holdings Pty. Limited | Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement |
900,000 |
| Lawndale Group Pty Ltd | J & A Vaughan Super Pty. Limited | Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement |
26,403,023 |
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:
| Lawndale Group Pty Ltd NJM Nominees Pty. Limited ATF NJ Morrison Family Trust Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 705,193 Lawndale Group Pty Ltd Deborah Kenny Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 150,000 Lawndale Group Pty Ltd Dunham Holdings Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 1,000,000 Lawndale Group Pty Ltd Kalsie Holdings Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 900,000 Lawndale Group Pty Ltd J & A Vaughan Super Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 26,403,023 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: |
Lawndale Group Pty Ltd NJM Nominees Pty. Limited ATF NJ Morrison Family Trust Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 705,193 Lawndale Group Pty Ltd Deborah Kenny Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 150,000 Lawndale Group Pty Ltd Dunham Holdings Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 1,000,000 Lawndale Group Pty Ltd Kalsie Holdings Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 900,000 Lawndale Group Pty Ltd J & A Vaughan Super Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 26,403,023 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: |
Lawndale Group Pty Ltd NJM Nominees Pty. Limited ATF NJ Morrison Family Trust Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 705,193 Lawndale Group Pty Ltd Deborah Kenny Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 150,000 Lawndale Group Pty Ltd Dunham Holdings Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 1,000,000 Lawndale Group Pty Ltd Kalsie Holdings Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 900,000 Lawndale Group Pty Ltd J & A Vaughan Super Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 26,403,023 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: |
Lawndale Group Pty Ltd NJM Nominees Pty. Limited ATF NJ Morrison Family Trust Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 705,193 Lawndale Group Pty Ltd Deborah Kenny Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 150,000 Lawndale Group Pty Ltd Dunham Holdings Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 1,000,000 Lawndale Group Pty Ltd Kalsie Holdings Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 900,000 Lawndale Group Pty Ltd J & A Vaughan Super Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 26,403,023 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: |
Lawndale Group Pty Ltd NJM Nominees Pty. Limited ATF NJ Morrison Family Trust Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 705,193 Lawndale Group Pty Ltd Deborah Kenny Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 150,000 Lawndale Group Pty Ltd Dunham Holdings Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 1,000,000 Lawndale Group Pty Ltd Kalsie Holdings Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 900,000 Lawndale Group Pty Ltd J & A Vaughan Super Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 26,403,023 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: |
Lawndale Group Pty Ltd NJM Nominees Pty. Limited ATF NJ Morrison Family Trust Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 705,193 Lawndale Group Pty Ltd Deborah Kenny Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 150,000 Lawndale Group Pty Ltd Dunham Holdings Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 1,000,000 Lawndale Group Pty Ltd Kalsie Holdings Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 900,000 Lawndale Group Pty Ltd J & A Vaughan Super Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 26,403,023 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: |
Lawndale Group Pty Ltd NJM Nominees Pty. Limited ATF NJ Morrison Family Trust Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 705,193 Lawndale Group Pty Ltd Deborah Kenny Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 150,000 Lawndale Group Pty Ltd Dunham Holdings Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 1,000,000 Lawndale Group Pty Ltd Kalsie Holdings Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 900,000 Lawndale Group Pty Ltd J & A Vaughan Super Pty. Limited Lawndale Group Pty Ltd or its nominee on completion under the Sale Agreement 26,403,023 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 Interest |
Date of acquisition | Consideration (9) | Class and number of securities |
|||
| Lawndale Group Pty Ltd | 16 August 2016 | $ 681,291 | 10,481,397 Ordinary Shares |
|||
| Lawndale Group Pty Ltd | 16 August 2016 | $ 211,072 | 3,247,263 Ordinary Shares |
|||
| Lawndale Group Pty Ltd | 17 August 2016 | $ 562,500 | 7,500,000 Ordinary Shares |
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| Lawndale Group Pty Ltd | 17 August 2016 | $ 525,000 | 7,000,000 Ordinary Shares |
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| Lawndale Group Pty Ltd | 17 August 2016 | $ 240,000 | 3,200,000 Ordinary Shares |
|||
| Lawndale Group Pty Ltd | 17 August 2016 | $150,000 | 2,000,000 Ordinary Shares |
|||
| Lawndale Group Pty Ltd | 18 August 2016 | $112,656 | 1,502,083 Ordinary Shares |
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| Lawndale Group Pty Ltd | 18 August 2016 | $52,889 | 705,193 Ordinary Shares |
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| Lawndale Group Pty Ltd | 18 August 2016 | $11,250 | 150,000 Ordinary Shares |
|||
| Lawndale Group Pty Ltd | 18 August 2016 | $75,000 | 1,000,000 Ordinary Shares |
|||
| Lawndale Group Pty Ltd | 19 August 2016 | $67,500 | 900,000 Ordinary Shares |
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| Lawndale Group Pty Ltd | 19 August 2016 | $1,980,226 | 26,403,023 Ordinary Shares |
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| 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 M&A Advisory Pty Ltd (ACN 113 972 473) Associate of Lawndale Group Pty Ltd by virtue of section12(2)(c) of the Corporations Act in respect of proposed participation in the acquisition of ordinary shares in Metgasco Limited under the Sale Agreement. Twinkle Capital Pty Ltd (ACN 604 735 748) Associate of Lawndale Group Pty Ltdl by virtue of section 12(2)(c) of the Corporations Act in respect of proposed participation in the acquisition of ordinary shares in Metgasco Limited under the Sale Agreement. Breakwater Holdings Pty Ltd (ACN 164 047 956) Associate of Lawndale Group Pty Ltd by virtue of section 12(2)(c) of the Corporations Act in respect of proposed participation in the acquisition of ordinary shares in Metgasco Limited under the Sale Agreement. 7. Addresses The addresses of persons named in this form are as follows: Name Address Lawndale GroupPtyLtd SUITE 407, 12 CENTURY CIRCUIT, BAULKHAM HILLS NSW 2153 |
||||||
| Name | Address | |||||
| Lawndale GroupPtyLtd | SUITE 407, 12 CENTURY CIRCUIT, BAULKHAM HILLS NSW 2153 |
| Amanda 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 |
Signature
| print name Andrew Purcell capacity |
Company Secretary |
|---|---|
| sign here date |
22/08/2016 |
| 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 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. |
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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.
This is Annexure "A" of 3 pages referred to in the FORM 603 signed by me and dated __ August 2016 22 __ __________ 22/08/2016 Date Andrew Purcell, Company Secretary
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