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METRO MINING LIMITED — Major Shareholding Notification 2014
Mar 17, 2014
65351_rns_2014-03-17_46e39435-df79-4fa5-bb62-f1ca6e85c806.pdf
Major Shareholding Notification
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HopgoodGanim
18 March 2014
Australian Securities Exchange Company Announcement Platform By facsimile: 1300 135 638
Our Ref: 1455450 - 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 ACN 117 763 443 - On-Market Takeover Bid for Cape Alumina Limited ACN 107 817 694 - Form 604: Notice of change of Interests of Substantial Holder
We are the solicitors for MetroCoal Limited ACN 117 763 443 (Company).
The Company has today announced an on-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)(c) of the Corporations Act, ASIC Form 604 "Notice of change of interests of substantial holder" for the Company.
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 +61 7 3024 0300
PERTH
$T + 61892118111$ F +61892261696
www.hopgoodganim.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/ARSN (if applicable) | 117 763 443 | ||
| There was a change in the interests of the | |||
| substantial holder on | 18/03/2014 | ||
| The previous notice was given to the company on | 10/12/2013 | There there is no change. This is being lodged in _ accordance with section 6718(c) as a bidder!) |
|
| The previous notice was dated | 10/12/2013 | Statement for a takeover biol was lodged on 18/03/14] |
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:
| Class of securities (4) | Previous notice | . | Present notice | ||
|---|---|---|---|---|---|
| Person's votes | Voting power (5) | Person's votes | Voting power (5) | ||
| 16.666.667 ORD fully paid shares |
16.87% | 16.666.667 | 6.87% | ||
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:
| the substantial notice, was last required to give a substantial notarig notice to the company of soneme 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 |
|||
| 18/03/2014 | MetroCoal Limited | No change - notice being provided in accordance with section $671B(1)(c)$ |
N/A | lNil | ΙNΙ |
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 |
|---|---|---|---|---|---|
| MetroCoal Limited |
MetroCoal Limited | MetroCoal Limited | Holder of ORD shares | 16,666,667 | 16.666.667 |
604 GUIDE page 1/1 13 March 2000
This guide does not form part of the prescribed form GUIDE and is included by ASIC to assist you in completing and lodging form 604.
| Signature | This form must be signed by either a director or a secretary of the substantial holder. | ||
|---|---|---|---|
| Lodging period | |||
| Lodging Fee | ΝiΙ | ||
| Other forms to be completed |
Nil | ||
| Additional information | (a) | If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form. |
|
| (b) | This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange. |
||
| (c) | The person must give a copy of this notice: | ||
| (i) within 2 business days after they become aware of the information; or |
|||
| (ii) by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the information if: |
|||
| (A) a takeover bid is made for voting shares in the company or voting interests in the scheme; and |
|||
| (B) the person becomes aware of the information during the bid period. |
|||
| Annexures | To make any annexure conform to the regulations, you must | ||
| 1 2 |
use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides show the corporation name and A.C.N or ARBN |
||
| 3 | number the pages consecutively | ||
| 4 | print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied | ||
| 5 | identify the annexure with a mark such as A, B, C, etc. | ||
| 6 | endorse the annexure with the words: This is annexure (mark) of (number) pages referred to in form (form number and title) |
||
| 7 | sign and date the annexure. | ||
| The annexure must be signed by the same person(s) who signed the form. | |||
Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.
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 applicable) --------- |
ACN/ARSN _________ |
--------------------------------------- (if ------- |
__ ______ --------------------------------------- ------------- ------ ------ --------- --------------------------------------- ------- Nature of association ------ |
|---|---|---|---|
| applicable Barrows --------------------------------------- |
------------- | _ ----- ------ ______ ------ ______ ____ |
|
| __ | ------- -------- ------ __ _____ --------- ------- ------ ----- _ _________ |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| lMetroCoal Limited ------ |
Cnr Lytton Road and Stafford Street East Brisbane, Queensland, 4169 --------------------------------------- |
Signature
| print name | Michael Hansel | ||
|---|---|---|---|
| sign here | ------------- ------- -------- CONTRACTOR -- ______ _____ -- ______ _____ |
----- date |
_____ _ |
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.
- Include details of: $(6)$
- any relevant agreement or other circumstances because of which the change in relevant 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
- 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 $(b)$ 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.
$(8)$ 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.