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MURRAY COD AUSTRALIA LIMITED — Major Shareholding Notification 2017
Jan 19, 2017
65302_rns_2017-01-19_a85bad61-00d4-470f-be66-2274b43bb969.pdf
Major Shareholding Notification
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Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme Murray Cod Australia Limited ACN/ARSN 143 928 625
1. Details of substantial holder (1)
Name Mr Mathew Ryan ACN/ARSN (if applicable)
The holder became a substantial holder on 16 / 01 / 2017
2. Details of 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 on the date the substantial holder became a substantial holder are as follows:
| Class ofsecurities (4) | Numberofsecurities | Person'svotes (5) | Voting power(6) |
|---|---|---|---|
| Ordinary Shares | 68,928,572 | 68,928,572 | 19.87% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
|---|---|---|
| Mr Mathew John Ryan | Direct | 10,000,000 Ordinary Shares |
| M & B Ryan Pty Ltd |
Trustee and beneficiary | 58,928,572 Ordinary Shares |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Class and number of securities |
|---|---|---|---|
| Mr Mathew John Ryan | Mr Mathew John Ryan | Mr Mathew John Ryan | 10,000,000 Ordinary Shares |
| M & B Ryan Pty Ltd |
M & B Ryan Pty Ltd |
M & B Ryan Pty Ltd |
58,928,572 Ordinary Shares |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest | Date of acquisition | Consideration (9) Cash Non-cash |
Class and number of securities |
|
|---|---|---|---|---|
| Mr Mathew John Ryan | 13/11/15 | $350,000 | 10,000,000 Ordinary Shares | |
|---|---|---|---|---|
| M & B Ryan Pty Ltd |
16/01/17 | - | $2,946,429 (deemed at 5 cents per share) Shares provided as part consideration for purchase of various aquaculture assets |
58,928,572 Ordinary Shares |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| M & B Ryan Pty Ltd (ACN 151 420 530) | Mr Ryan is trustee/beneficiary |
7. Addresses
| 7. Addresses | 7. Addresses |
|---|---|
| The addresses of persons named in this form are as follows: | |
| Name | Address |
| Mr Mathew Ryan | 15 Gardiner Road, Yogali, NSW 2680 |
Signature
==> picture [330 x 79] intentionally omitted <==
----- Start of picture text -----
print name capacity Individual
Mathew Ryan
sign here date 20/01/2017
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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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
-
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
-
(7) Include details of:
-
any relevant agreement or other circumstances by which the relevant interest was acquired. 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
-
(a) 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
-
(b) 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.
-
(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) 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.
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme Murray Cod Australia Limited ACN/ARSN 143 928 625 1. Details of substantial holder (1) Name Mr Roger Commins ACN/ARSN (if applicable)
The holder became a substantial holder on 16 / 01 / 2017
2. Details of 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 on the date the substantial holder became a substantial holder are as follows:
| Class ofsecurities (4) | Numberofsecurities | Person'svotes (5) | Voting power(6) |
|---|---|---|---|
| Ordinary Shares | 24,901,443 | 24,901,443 | 7.18% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
|---|---|---|
| Commins Partnership Pty Ltd | Director and shareholder | 544,300 Ordinary Shares |
| Brigalow Enterprises Pty Ltd |
Trustee and beneficiary | 20,357,143 Ordinary Shares |
| Kaitlin Commins | Associate | 4,000,000 Ordinary Shares |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Class and number of securities |
|---|---|---|---|
| Commins Partnership Pty Ltd |
Commins Partnership Pty Ltd |
Commins Partnership Pty Ltd |
544,300 Ordinary Shares |
| Brigalow Enterprises Pty Ltd |
Brigalow Enterprises Pty Ltd |
Brigalow Enterprises Pty Ltd |
20,357,143 Ordinary Shares |
| Kaitlin Commins | Kaitlin Commins | Kaitlin Commins | 4,000,000 Ordinary Shares |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest | Date of acquisition | Consideration (9) Cash Non-cash |
Consideration (9) Cash Non-cash |
Class and number of securities |
|---|---|---|---|---|
| Commins Partnership Pty Ltd |
20/11/2015 | $21,772 | - | 544,300 Ordinary Shares |
| Brigalow Enterprises Pty Ltd |
16/01/17 | - | $1,017,857 (deemed at 5 cents per share) Shares provided as part consideration for purchase of various aquaculture assets |
20,357,143 Ordinary Shares |
| Kaitlin Commins | 16/01/17 | $200,000 | - | 4,000,000 Ordinary Shares |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| Commins Partnership Pty Ltd (ACN 073 580 864) Brigalow Enterprises Pty Ltd (ACN 117 275 288) Kaitlin Commins |
Mr Commins is a Director and Shareholder Mr Commins is trustee/beneficiary Mr Commins is an associate through family ties |
7. Addresses
| 7. Addresses | 7. Addresses |
|---|---|
| The addresses of persons named in this form are as follows: | |
| Name | Address |
| Mr Roger Commins | PO Box 40, Whitton NSW 2705 |
Signature
==> picture [327 x 80] intentionally omitted <==
----- Start of picture text -----
print name capacity Individual
Roger Commins
sign here date 20/012017
----- End of picture text -----
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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
-
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7) Include details of:
-
any relevant agreement or other circumstances by which the relevant interest was acquired. 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
-
(a) 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
- (b) 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.
-
(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) 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.