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MGX RESOURCES LIMITED — Major Shareholding Notification 2006
Nov 9, 2006
65331_rns_2006-11-09_f759ce61-5d8f-4d56-a5b6-b8e259e273ab.pdf
Major Shareholding Notification
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604 page 1/2 15 July 2001
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| To., Company Name/Scheme | Mount Gibson Iron Limited |
|
|---|---|---|
| ACN/ARSN | 008 670 817 . |
1. Details of substantial holder(1)
| Name | Sun Hung Kai Investment Services Limited (Accounts of Honest Opportunity | |
|---|---|---|
| ACN/ARSN (if applicable) | [imited ("HOL") and New Fortress Investments Limited ("NFIL"))("SHKIS") | |
| There was a change in the interests of the substantial holder on |
.06.41.06. | *Pursuant to the Agreement for Sale and Purchase eritered into between HOL, NFIL ("HOL and NFIL as Vendors") and Fortune Desire Investments Limited (as Purchaser) on |
| The previous notice was given to the company on The previous notice was dated |
10/10/06 $-10/10/06$ |
27/10/2006, 48,373,197 ordinary shares of Mount Gibson Iron Limited were disposed by the Vendors to the Purchaser (the "Disposal"). The Disposal will be completed on |
| 2. Provious and present voting power | or before 7/2/2007. |
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 r
| Class of securities (4) | Previous notice | -- - | Present notice | --------------------------------------- . |
|---|---|---|---|---|
| Person's votes | Voting power (5) | Person's votes! | Votina power (5) | |
| . | לחו ΛQ |
con ser | IF 19. | |
| --- | . |
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 lest required to give
| Date of change |
Person whose relevant interest changed |
Nature of слапде (6) |
Consideration given in relation to change (7) |
Class and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| COLLE | |||||
| - |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of refevant interest |
Registered colder of securities |
Person entitled to be registered as holder (8) |
Nature of relevant inte est (6) |
Class and number of secur ties |
Person's votes |
|---|---|---|---|---|---|
| SKIS. | SHKIS. | НŪ | As-custodian_for HOL |
||
| LSHKIS | SHKIS | NFTI. | lAs custodian for 31,691,899 31,691,899. |
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 voling Interests in the company or scheme are as follows:
| Name and table _________ . -------- |
والأكال لينكب فاستنقذت فالمتناقش للبار المتكاسب والمتبارين . --- --- --- Nature of asscciation |
|---|---|
| --- -- | |
| ___ π |
--- |
6 Addresses
The addresses of persons named in this form are as follows:
| Name | Address | |
|---|---|---|
| SHKIS | Level 12, 1 Pacific Place, 88 Queensway, Hong Kong | |
| HOL and NFIL | 47/F., China Online Centre, 333 Lockhart Road, Wanchai, Hong Kong | |
| Note : | HOL and NFIL are the indirect wholly-owned subsidiaries of COL Capital Limited. | |
| Therefore, NFIL is a fellow subsidiary of HOL. |
Signature
| print name | Kong Muk Yin | Director of New Fortress . н. Investments Limited capacity |
|---|---|---|
| sign here | sate $09 / 11 / 2006$ | |
| F | ||
| 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 frelevant 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:
- any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies, a copy of any $\left( 3\right)$ 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 bower 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 interast 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 accuired has, or may, become entitled to receive in relation to that acquisition. Details must be included oven 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.
側 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".
(S) Give details, if appropriate, of the prosent association and any change in that association since the last substantial holding notice.
504 page 1/2 15 July 2001
| Form 604 | |
|---|---|
| ----------------- | -- |
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| To Company Name/Scheme | Mount Gibson Iron Limited | |
|---|---|---|
| ACN/ARSN | 008 670 817 |
1. Details of substantial holder(1)
| Name | Sun Hung Kai Investment Services Limited (Accounts of Honest Opportunity Limited) ("HOL") |
||
|---|---|---|---|
| ACN/ARSN (if applicable) | ("SHKIS") | Eutume Rise Investments Limited ("FRIL") and New Fortress Investments Limited ("NFIL") | |
| There was a change in the interests of the substantial holder on |
07/11/06 | *Pursuant to the Agreement for Sale and Purchase entered into between HOL, NFIL ("HOL and NFIL as Vendors") and |
|
| The previous notice was given to the company on | 09/11/06 | Fortune Desire Investments Limited (as Purchaser) on | |
| The previous notice was dated | 09/11/06 | 27/10/2006, 48,373,197 ordinary shares of Mount Gibson | |
| 2. Previous and present voting power | Iron Limited were disposed by the Vendors to the Purchaser (the "Disposal"). The Disposal will be completed bn |
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 reculred, and when now r
| Class of securities (4) | ------ Previous notice |
Present notice | ||
|---|---|---|---|---|
| . | Person's votes | Voting power $(5)$ | Person's votes | Voting power (5) |
| Ordinary __ |
48,373, .197 |
8.7864% | $\cdot$ 107 \pi 154,5/ |
9.9125% |
| The Company of Company |
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 reculred to give
| 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 |
|---|---|---|---|---|---|
| 7/11/06 | SHKIS | Оn market |
See Annexure | Ordinary פמל -681. |
Н۲ |
| Purchase | Ordinary .891.899 |
NF U. | |||
| Ordinary mn mn ᠊ᠣᢋᢦᢦᢦᡇᠷᡆᡉᠣ |
FRII |
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 hotder of securities |
Person entitled to be registered as holder (8) |
Nature of relevant interest (6) |
Class and n⊔mber of securities |
Person's votes |
|---|---|---|---|---|---|
| SHKIS | SHKIS | HOI | custodian for | 16.6R1 29A |
|
| SHKIS | SHKIS | NFIL | custodian for | 16,681,298 | |
| SHK IS | SHKIS | FRIL | 45 'c ustodian for FRIt |
6,000,000 | .31,891,899 31,891,899 6,000,000 |
$\mathcal{A}$
604 page 2/2 15 July 2001
5. Changes in association
The persons who have become associates (2) of, coased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to veting interests in the company or scheme are as follows:
| ALC: UNK Name and ACN/ARSN (if applicable) _ |
. Nature of association |
|---|---|
| ----- | |
6. Addresses
Signature
The addresses of persons named in this form are as follows:
| Name | Address | |
|---|---|---|
| 'SHKı. | 1 Pacific Place, 88 Queensway, Hong Kong Level |
|
| -NFT and |
, China Online Centre, 333 Lockhart Road, Wanchai, Hon g Kong | |
| Note: FRIL and |
$NFI$ are the indirect wholly conce existing as $\frac{1}{N}$ CM $\frac{1}{N}$ is the $N$ . |
HOL, FRIL and NFIL are the indirect wholly-owned subsidiaries of COL Capital LImited. Therefore, NIFL is a fellow subsidary of HOL and FRIL.
| print name Kong Muk Yin |
Director of New Fortress Investments Limited capacity |
|---|---|
| sign here | date 09 / 11 / 2006 |
| DIRECTIONS |
If there are a number of substant al 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 arm $(1)$ throughout the form as a specifically named group if the mambership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the
- $(2)$ 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.
- $\left( 4\right)$ 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:
- any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6716(4) applies, a copy of any 间 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 securities to (b) 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, become $\left( 7\right)$ 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.
- 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". 佃)
- Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. (C
Annexure to item 3
| To: | Company Name/Scheme | MOUNT GIBSON IRON LIMITED __ |
|
|---|---|---|---|
| ACN/ARSN | 008 670 817 |
Consideration Schedule
Holder of Relevant Interest: Sun Hung Kai Investment Services Limited (as custodian for Accounts of Honest Opportunity Limited, Future Rise Investments Limited ("FRIL") and New Fortress Investments Limited ("NFIL"))
| Date of acquisition |
Class of securities |
Number of securities |
Cost and expenses (AUD) |
|
|---|---|---|---|---|
| NFIL | 07/11/2006 | Ordinary | 200,000 | 156,390.00 |
| FRIL | 07/11/2006 | Ordinary | 6,000,000 | 4,368,561.44 $\cdot$ |
| Total | 6,200,000 | 4,524,951.44 |
Signature
| Print Name: | Kong Muk Yin | Capacity: | Director of New Fortress Investments Limited |
|
|---|---|---|---|---|
| Sign Here | Date: | 09.11.2006 | ||