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METGASCO LTD Major Shareholding Notification 2017

Aug 8, 2017

65313_rns_2017-08-08_f36e3d63-407e-4360-8652-a34898c3cb78.pdf

Major Shareholding Notification

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Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Metgasco Limited ( MEL ) ACN/ARSN 088 196 383 1. Details of substantial holder (1) Name Aurora Funds Management Limited ( AFML ) as responsible entity of the Aurora Fortitude Absolute Return Fund ARSN 145 894 800 ( AFARF ), Aurora Global Income Trust ARSN 127 692 406 ( AIB ); and HHY Fund ARSN 112 579 129 ( HHY ). ACN 092 626 885 Name Seventh Orion Pty Ltd as trustee of the Aurora Investments Unit Trust ( Seventh Orion ) ACN 613 173 238 There was a change in the interests of the substantial holder on 4 April 2017 The previous notice was given to the company on 9 September 2016 The previous notice was dated 9 September 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:

Class of securities (4) Previous notice Previous notice Present notice Present notice
Person’s votes Voting power(5) Person’s votes Voting power(5)
Ordinary shares (Shares) 20,282,931 5.09% 27,454,031 6.89%

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
changed
Nature of change (6) Consideration given in
relation to change (7)
Class and number of
securities affected
Person’s votes
affected
23/01/2017 to
9/03/2017
AFML as
responsible entity of
AFARF
On-market purchases See Annexure “A” 3,739,287 Shares
(See Annexure “A”)
3,739,287
23/12/2016 to
4/04/2017
AFML as
responsible entity of
AIB
On-market purchases See Annexure “A” 3,800,285 Shares
(See Annexure “A”)
3,800,285
10/11/2016 AFML as
responsible entity of
AIB
On-market sales See Annexure “A” -368,472 Shares
(See Annexure “A”)
-368,472

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
AFML as
responsible entity of
AFARF
BNP Paribas
Nominees Pty Ltd
ACN 084 150 023 AU NOMS RETAIL\
CLIENT DRP> (BNP)
BNP Relevant interest under
section 608(1)(b) and/or
608(1)(c) of the
Corporations Act 2001
(Act), being a relevant
interest arising from
having the power to
control the exercise of the
right to vote attached to
securities and/or to
control the exercise of the
power to dispose of the
securities (in its capacity
as responsible entity of a
managed investment
scheme)
4,136,638
Shares
4,136,638
AFML as
responsible entity of
AIB
BNP BNP Relevant interest under
section 608(1)(b) and/or
608(1)(c) of the Act, being
a relevant interest arising
from having the power to
control the exercise of the
right to vote attached to
securities and/or to
control the exercise of the
power to dispose of the
securities (in its capacity
as responsible entity of a
managed investment
scheme)
4,231,813
Shares
4,231,813
AFML as
responsible entity of
HHY
AFML AFML Relevant interest under
section 608(1)(b) and/or
608(1)(c) of the Act, being
a relevant interest arising
from having the power to
control the exercise of the
right to vote attached to
securities and/or to
control the exercise of the
power to dispose of the
securities (in its capacity
as responsible entity of a
managed investment
scheme)
14,805,836
Shares
14,805,836
AFML as
responsible entity of
HHY
BNP BNP Relevant interest under
section 608(1)(b) and/or
608(1)(c) of the Act, being
a relevant interest arising
from having the power to
control the exercise of the
right to vote attached to
securities and/or to
control the exercise of the
power to dispose of the
securities (in its capacity
as responsible entity of a
managed investment
scheme)
4,279,744
Shares
4,279,744
Seventh Orion All of the above All of the above Relevant interest under
section 608(3)(a) of the
Act, being a relevant
interest in the securities in
which AFML has a
relevant interest because
Seventh Orion has voting
power above 20% in
AFML
All of the above All of the
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
Not applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name Address
AFML, AFARF, AIB, HHY Suite 613, Level 6, 370 St Kilda Road, Melbourne VIC 3004
BNP Level 7, 60 Castlereagh Street, Sydney NSW 2000
Seventh Orion Suite 613, Level 6, 370 St Kilda Road, Melbourne VIC 3004

Signature

print name Betty Poon c apacity Company Secretary sign here date 9 August 2017 DIRECTIONS

(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 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.

  • (8)

  • (9)

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’.

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A

This is page 1 of 1 Annexure A referred to in Form 604 Notice of change of interests of substantial holder, signed by me and dated 9 August 2017.

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Betty Poon, Company Secretary

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Holder of relevant interest Date of Consideration Consideration Number of Shares
acquisition cash per non-cash per acquired
Share Share
AFML as responsible entity of 23-Jan-17 $ 0.044 N/A 144,482
AFARF
N/A
2-Feb-17 $ 0.042 94,727
3-Feb-17 $ 0.042 N/A 59,710
N/A
6-Feb-17 $ 0.042 13,347
8-Feb-17 $ 0.042 N/A 132,216
N/A
13-Feb-17 $ 0.043 994,979
13-Feb-17 $ 0.043 N/A 248,720
N/A
21-Feb-17 $ 0.044 400,000
22-Feb-17 $ 0.045 N/A 220,178
N/A
9-Mar-17 $ 0.044 50,000
9-Mar-17 $ 0.044 N/A 425,000
N/A
9-Mar-17 $ 0.043 738,202
9-Mar-17 $ 0.042 N/A 108,863
N/A
9-Mar-17 $ 0.042 108,863
Holder of relevant interest Date of Consideration Consideration Number of Shares
acquisition/ cash per non-cash per acquired/sold
sale Share Share
AFML as responsible entity of 10-Nov-16 $ 0.060 N/A -68,472
AIB 10-Nov-16 $ 0.0514 N/A -300,000
23-Dec-16 $ 0.043 N/A 522,432
30-Dec-16 $ 0.045 N/A 150,000
5-Jan-17 $ 0.045 N/A 1,732,852
6-Jan-17 $ 0.045 N/A 191,706
11-Jan-17 $ 0.044 N/A 3,764
23-Jan-17 $ 0.044 N/A 746,236
8-Feb-17 $ 0.041 N/A 132,345
4-Apr-17 $ 0.044 N/A 320,950
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