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MGX RESOURCES LIMITED Major Shareholding Notification 2016

Jun 27, 2016

65331_rns_2016-06-27_50aec420-e611-4ca9-984c-c8da565ee914.pdf

Major Shareholding Notification

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22/F., Allied Kajima Building, 138 Gloucester Road, Hong Kong

Telephone: 2519 2288, 2519 2222 Fax: 2598 5518, 2598 0419

Allied Properties Investments (1) Company Limited

To: David Stokes Company Secretary Mount Gibson Iron Limited By fax: +61 8 9485 2305

To: Australian Securities Exchange Company Announcements Office

From: Mark Wong Director

By fax: +61 2 9778 0999

28 June 2016

Dear Sir / Madam

Mount Gibson Iron Limited (ACN 008 670 817) - Notice of Change of Interests of Substantial Holder

We enclose a Notice of Change of Interests of Substantial Holder (Form 604) in respect of the interests held by Allied Properties Investments (1) Company Limited and its related entities (Allied Group) in Mount Gibson Iron Limited (ASX: MGX) (MGX).

We note that Allied Group holds a relevant interest under section 608(3) of the Corporations Act 2001 (Cth) in the same securities in MGX in which APAC Resources Limited and any of its related bodies corporate (APAC Group) have a relevant interest. Any change of interests held by APAC Group in MGX will also result in the same change of interests held by Allied Group in MGX and may not be separately notified in the future.

Yours faithfully.

Mall.

Mark Wong Director

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 Allied Properties Investments (1) Company Limited and its related bodies corporate, including the related bodies
corporate and other entities listed in Section 1 of Annexure A ("Allied Group")
ACN/ARSN (if applicable) N/A
There was a change in the interests of the
substantial holder on 23/06/2016
The previous notice was given to the company on 24/06/2016
The previous notice was dated 24/06/2016
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 Present notice
Person's votes Voting power (5) Person's votes Voting power (5).
resume that the company of the contract of the company of the company of the first contract of the company of the company of the company of the company of the company of the company of the company of the company of the com
See section 2 of Annexure A
--------------------------------------
---------------
_________

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
affecied
Person's votes
affected
See section 3 of Annexure A

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of Registered Person entitled Nature of Class and Person's votes
relevant holder of to be registered relevant number of
interest securities as holder (8) interest (6) securities
See section 4 of Annexure A

page 2/2

15 July 2001

604

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)
.
Between the continues of the continues
______
___
Nature of association
__
________

INot applicable
_________
Not applicable
iki wa kata wa kutoka maji wa kata wa
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
______
______

6. Addresses

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

Name
.
Address .
.

---------------------------------------
---------------------------------------
_
.
See section 6 of Annexure A
.
_____

_________
-------------------
Name
Mark Wong Communications Authorised Signature(s)
Director
capacity
print name
28/06/2016
date
sign here

DIRECTIONS

  • 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 $(1)$ 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.
  • 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. $(5)$
  • $(6)$ Include details of:
  • 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,
    become entitled to receive in relation to that acquisition. Details m $(7)$ 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". $(3)$
  • Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

Annexure "A"

Form 604 Notice of Change of Interests of Substantial Holder

Mount Gibson Iron Limited ACN 008 670 817

This Annexure "A" of 4 pages referred to in the Form 604 (Notice of Change of Interests of Substantial Holder), signed by me and dated 28 June 2016.

For and on behalf of
ALIED PROPERTIES INVESTMENTS (I) COMPANY LIMITED

Signed: Mark Wong

****************************
Authorised Signature(s)

$\mathbf 1$ Details of substantial holder

Substantial holder (Allied Group)

Allied Properties Investments (1) Company Limited (being a wholly owned subsidiary of APOL)

Allied Properties Overseas Limited (APOL) (being a wholly owned subsidiary of APHKL)

Allied Properties (H.K.) Limited (APHKL) (being a subsidiary of AGL)

Allied Group Limited (AGL) (being a subsidiary of Lee and Lee Trust)

Lee and Lee Trust (trustees: Lee Seng Hui, Lee Su Hwei and Lee Seng Huang)

$2.$ Previous and present voting power

Class of securities (4) Previous notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
Fully paid ordinary shares
(Shares)
307,047,374 28.14%
(Based on
1,091,279,435
Shares on issue)
323 780 748 29.67%
(Based on
1,091,279,435
Shares on issue)

$3.$ Changes in relevant interest

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
23/06/2016 Allied
Group
On-market
acquisitions by
APAC Resources
Limited and its
related bodies
corporate ("APAC
Group")
Acquisitions
16.733.374
Shares at the
consideration of
AUD4, 183, 343.50
acquired by
APAC Group
16,733,374
Shares
16,733,374

$\hat{\mathcal{A}}$

4. Present relevant interests

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
Allied
Group
Sun Hung Kai
Investment
Services Ltd
APAC
Resources
Capital Limited
Allied Group holds a relevant
interest under section 608(3)
of the Corporations Act 2001
(Cth) in the same securities in
which APAC Resources
Capital Limited has a relevant
interest. Any change of
interests held by APAC
Resources Capital Limited in
Mount Gibson Iron Limited will
also result in the same
change of interests held by
Allied Group in Mount Gibson
Iron Limited and may not be
separately notified in the
future.
40,053,818
Shares
40,053,818
Allied
Group
BNP Paribas
Nominees Pty
Ltd
APAC
Resources
Capital Limited
Allied Group holds a relevant
interest under section 608(3)
of the Corporations Act 2001
(Cth) in the same securities in
which APAC Resources
Capital Limited has a relevant
interest. Any change of
interests held by APAC
Resources Capital Limited in
Mount Gibson Iron Limited will
also result in the same
change of interests held by
Allied Group in Mount Gibson
Iron Limited and may not be
separately notified in the
future.
48,113,843
Shares
48,113,843
Allied
Group
Sun Hung Kai
Investment
Services Ltd
Fortune Desire
Investments
Limited
Allied Group holds a relevant
interest under section 608(3)
of the Corporations Act 2001
(Cth) in the same securities in
which Fortune Desire
Investments Limited has a
relevant interest. Any change
of interests held by Fortune
Desire Investments Limited in
Mount Gibson Iron Limited will
also result in the same
change of interests held by
Allied Group in Mount Gibson
Iron Limited and may not be
separately notified in the
future.
151,523,460
Shares
151,523,460

$\mathbf 2$

$\frac{1}{2}$ .

$\bar{\beta}$

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
Allied
Group
Sun Hung Kai
Investment
Services Ltd
<client apacResources A/C>
APAC
Resources
Strategic
Holdings
Limited
Allied Group holds a relevant
interest under section 608(3)
of the Corporations Act 2001
(Cth) in the same securities in
which APAC Resources
Strategic Holdings Limited
has a relevant interest. Any
change of interests held by
APAC Resources Strategic
Holdings Limited in Mount
Gibson Iron Limited will also
result in the same change of
interests held by Allied Group
in Mount Gibson Iron Limited
and may not be separately
notified in the future.
1,189,627
Shares
1,189,627
Allied
Group
APAC
Resources
Investments
Limited
APAC
Resources
Investments
Limited
Allied Group holds a relevant
interest under section 608(3)
of the Corporations Act 2001
(Cth) in the same securities in
which APAC Resources
Investments Limited has a
relevant interest. Any change
of interests held by APAC
Resources Investments
Limited in Mount Gibson Iron
Limited will also result in the
same change of interests held
by Allied Group in Mount
Gibson Iron Limited and may
not be separately notified in
the future.
82,900,000
Shares
82,900,000

5. Change in association

Name and ACN/ARSN (if applicable) Nature of association
N/A N/A

$6.$ Addresses

Name Address
Allied Properties Investments (1) Company Limited P.O. Box 957, Offshore Incorporations Centre, Road
Town, Tortola, British Virgin Islands
Allied Properties Overseas Limited P.O. Box 957, Offshore Incorporations Centre, Road
Town, Tortola, British Virgin Islands
Allied Properties (H.K.) Limited 22nd Floor, Allied Kajima Building. 138 Gloucester
Road, Wanchai, Hong Kong
Allied Group Limited 22nd Floor, Allied Kajima Building, 138 Gloucester
Road, Wanchai, Hong Kong

$\mathbf{3}$

4

and LIT t
LI
Bula
K
na
22nd Floor, Aled
138 Gloucesti
Roed, Wmohei, Hong Kong