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METRO MINING LIMITED — Major Shareholding Notification 2014
Sep 28, 2014
65351_rns_2014-09-28_5d5833ce-55c6-40e0-9114-12ffa4871619.pdf
Major Shareholding Notification
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HopgoodGanim
29 September 2014
Australian Securities Exchange Company Announcement Platform
By facsimile: 1300 135 638
Our Ref: 1486646 - Katherine Hammond
This electronic transmission is intended only for the use of the individual or entity to which it is addressed and may contain information that is privileged, confidential and/or exempt from disclosure under applicable law. If you are not the intended recipient, any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone, return the original electronic transmission to us at the address below by post and delete or destroy any electronic or other copies. Thank you.
Dear Sir/Madam
MetroCoal Limited - Off-market takeover bid for Cape Alumina Limited (Cape) - Form 604: Notice of Change of Interests of Substantial Holder
We are the solicitors for MetroCoal Limited (MetroCoal) in relation to its off-market takeover bid for all of the fully paid ordinary shares in Cape Alumina Limited ACN 107 817 694 (Cape or Target) which are not already held by the Company (or its Associates) under Part 6.5 of the Corporations Act 2001 (Cth) (Corporations Act) (Takeover Bid).
Please find attached in accordance with Section 671B(1)(b) of the Corporations Act, ASIC Form 604 "Notice of change of interests of substantial holder" for MetroCoal.
Yours faithfully
HopgoodGanim
Contact Katherine Hammond Associate T 07 3024 0343 F 07 3024 0043 E [email protected]
Partner responsible: Michael Hansel
BRISBANE
Level 8. Waterfront Place 1 Eagle Street Brisbane Qld 4000 Australia
PO Box 7822, Waterfront Place Brisbane Qld 4001 Australia
ABN: 54 105 489 661
BRISBANE
T +61 7 3024 0000 F +61730240300
PERTH
$T + 61892118111$ F +61892261696
www.hopqoodganim.com.au
Form 604 Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| To Company Name/Scheme | CAPE ALUMINA LIMITED | ||||
|---|---|---|---|---|---|
| ACN/ARSN | 107 817 694 | ||||
| 1. Details of substantial holder (1) | |||||
| Name | METROCOAL LIMITED | ||||
| ACN 117 763 443 ACN/ARSN (if applicable) |
|||||
| There was a change in the interests of the | |||||
| substantial holder on | 26.09.14 | ||||
| The previous notice was given to the company on | 23.09.14 | ||||
| The previous notice was dated | 23.09.14 |
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) |
| IORD | 147.003.049 | 160.58% of the company continued |
149 444 420 Program and Contract |
61.59% -- |
| _________ | -------------------------------------- |
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 September lto 26 September 2014 |
MetroCoal Limited | Acquisition of relevant interest in ordinary share bursuant to acceptances of the takeover bid by IMetroCoal under the IBidder's Statement dated 19 August 2014 ("Offer") |
1 MetroCoal fully paid lordinary share given for every 1.3 CapeAlumina fully paid ordinary shares |
2,441,371 ORD | 2,441,371 |
Present relevant interests 4.
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 |
|---|---|---|---|---|---|
| IMetroCoal Limited |
IMetroCoal Limited | MetroCoal Limited | Registered Owner | 138.862.510 ORD | 138,862.510 |
| MetroCoal Limited |
shareholders Various have lwho. lthe Offer |
accepted MetroCoal Limited | Relevant interest pursuant to acceptance of the Offer |
10,581,910 ORD | 10,581,910 |
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:
| A R.A. LEWIS CO., LANSING, MICH. 49-14039-1-120-2 and Name applicable) |
(if ACN/ARSN . . |
. _ _ Nature of association ______ |
|---|---|---|
| N/A | N/A . ______ ___ ___ |
|
6. Addresses
The addresses of persons named in this form are as follows:
| -------------- Name |
. dress. . |
|---|---|
| IMetroCoal .imited . |
Cnr Lytton Road and Stafford Street, East Brisbane, QLD 4169 . |
Signature
Under power of attorney ZUNE HAMMONI capacity print name from MetroCoal Limited date 29/09/14 sign here
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.
- See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
- See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
- The voting shares of a company constitute one class unless divided into separate classes. $(4)$
- The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
- Include details of: $(6)$
- any relevant agreement or other circumstances because of which the change in refevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ 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.
- 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, $(7)$ 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.
- 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". $(8)$
- Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$