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NEXTED GROUP LIMITED — Major Shareholding Notification 2009
Aug 25, 2009
65463_rns_2009-08-25_a664c1b1-def9-4b6f-a159-0cbbd3b7903b.pdf
Major Shareholding Notification
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603 page 1/2 15 July 2001
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company name/Scheme DIGISLIDE HOLDINGS LIMITED A.C.N. or A.R.S.N. ACN 105 012 066
1 Details of substantial holder (1)
Luceilleuceilleillee Outhredhreded & associates listed in Annexure “A” (Luceille Outhred Group)
Name Luceilleuceilleillee Outhredhreded & ACN/ARSN (if applicable) The holder became a substantial holder on 24 / 8 / 2009
- 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) |
|---|---|---|---|
| Fully paid ordinary shares | 7,237,099 | 7,237,099 | 15.53% |
- 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 | Holder of relevant interest | Holder of relevant interest | Nature of relevant interest(7) | Nature of relevant interest(7) | Nature of relevant interest(7) | Nature of relevant interest(7) | Class and number of securities | Class and number of securities | Class and number of securities |
|---|---|---|---|---|---|---|---|---|---|
| SeeAnnexure“B” | |||||||||
| ls of present registered holders ns 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 asholder(8) |
Class and number ofsecurities |
||||||
| See Annexure “C” | |||||||||
| ideration eration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holde holder is as follows: |
|||||||||
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Class and number of securities |
||||||
| Cash | Non-cash | ||||||||
| See Annexure “D” |
-
Details of present registered holders The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
-
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:
-
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 See Annexure “E”
| 7. Addresses The addresses of persons named in this form are as follows: Name Address SeeAnnexure“F” |
7. Addresses The addresses of persons named in this form are as follows: Name Address SeeAnnexure“F” |
7. Addresses The addresses of persons named in this form are as follows: Name Address SeeAnnexure“F” |
|---|---|---|
| Name | Address | |
| SeeAnnexure“F” |
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603 page 2/2 15 July 2001
Signature
| print name sign here |
LuceilleAnnette Outhred capacity Chief Executive Officer |
|---|---|
| date 24 / 8 / 2009 |
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:
-
(a) 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 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 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.
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ANNEXURE “A”
This is Annexure “A” of 1 page referred to in the Form 603 Notice of Initial Substantial Holder dated 25 August 2009
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24/8/2009
______ Luceille Outhred
AV Extraordinaire Pty Ltd (ACN 082 750 070)
Projected Investments Pty Ltd (ACN 077 652 718) Brains Incorporated Pty Ltd (ACN 087 403 325) HR Global Solutions Pty Ltd (ACN 095 775 796) Outhred English & Associates Pty Ltd (ACN 080 269 192) Workright Australia Pty Limited (ACN 063 009 521 John Outhred Michelle Ann English, Christian Outhred and Rachel Leanne Outhred
Michelle Ann English Christian Andrew Outhred
Mr John Outhred, Mrs Luceille Outhred and Mrs Michelle English as trustees for the JOLU Superannuation Fund
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ANNEXURE “B”
This is Annexure “B” of 2 pages referred to in the Form 603 Notice of Initial Substantial Holder dated 25 August 2009
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24/8/2009
______ Luceille Outhred
| Holderof relevantinterest | Nature of relevantinterest (7) | Class andnumberofsecurities |
|---|---|---|
| AV Extraordinaire Pty Ltd (ACN 082 750 070) | AV Extraordinaire Pty Ltd has a relevant interest by virtue of section 608(1)(a) of the Corporations Act |
1,121,903 ordinary |
| Projected Investments Pty Ltd (ACN 077 652 718) | Projected Investments Pty Ltd has a relevant interest by virtue of section 608(1)(a) of the Corporations Act |
2,440,566 ordinary |
| Brains Incorporated Pty Ltd (ACN 087 403 325) | Brains Incorporated Pty Ltd has a relevant interest by virtue of section 608(1)(a) of the Corporations Act |
1,659,670 ordinary |
| HR Global Solutions Pty Ltd (ACN 095 775 796) | HR Global Solutions Pty Ltd has a relevant interest by virtue of section 608(1)(a) of the Corporations Act |
615,426 ordinary shares |
| Outhred English & Associates Pty Ltd (ACN 080 269 192) | Outhred English & Associates has a relevant interest by virtue of section 608(1)(a) of the Corporations Act |
1,600 ordinary shares |
| Workright Australia Pty Limited (ACN 063 009 521 | Workright Australia Pty Ltd has a relevant interest by virtue of section 608(1)(a) of the Corporations Act |
26,590 ordinary shares |
| John Outhred | John Outhred has a relevant interest by virtue of section 608(1)(a) of the Corporations Act |
1,600 ordinary shares |
| Michelle Ann English, Christian Outhred and Rachel Leanne Outhred |
Michelle Ann English, Christian Outhred and Rachel Leanne Outhred have a relevant interest by virtue of section 608(1)(a) of the Corporations Act |
190,475 ordinary shares |
| Michelle Ann English | Michelle Ann English has a relevant interest by virtue of section 608(1)(a) of the Corporations Act |
1,600 ordinary shares |
| Christian Andrew Outhred | Christian Andrew Outhred has a relevant interest by virtue of section 608(1)(a) of the Corporations Act |
56,500 ordinary shares |
| Mr John Outhred, Mrs Luceille Outhred and Mrs Michelle English as trustees for the JOLU Superannuation Fund |
Mr John Outhred, Mrs Luceille Outhred and Mrs Michelle English have a relevant interest by virtue of section 608(1)(a) and 608(2)(a) of the Corporations Act |
1,121,169 ordinary shares |
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| Holderof relevantinterest | Nature of relevantinterest (7) | Class andnumberofsecurities |
|---|---|---|
| Luceille Outhred | 1. section 608(3)(a) – voting power in Outhred, English & Associates Pty Ltd is above 20% and Outhred, English & Associates has above 20% voting power in AV Extraordinaire Pty Ltd 2. section 608(3)(a) – voting power in Outhred, English & Associates Pty Ltd is above 20% and Outhred, English & Associates has above 20% voting power in Projected Investments Pty Ltd 3. section 608(3)(a) – voting power in Workright Australia Pty Ltd is above 20% 4. section 608(3)(a) – voting power in Brains Incorporated Pty Ltd is above 20% 5. section 608(1)(b) & (c) – power to control the voting and disposal of shares held by HR Global Solutions Pty Ltd 6. section 608(1)(b) & (c) – power to control the voting and disposal of shares held by John Outhred 7. section 608(1)(b) & (c) – power to control the voting and disposal of shares held by Michelle Ann English, Christian Outhred and Rachel Leanne Outhred 8. section 608(1)(b) & (c) – power to control the voting and disposal of shares held by Michelle Ann English 9. section 608(1)(b) & (c) – power to control the voting and disposal of shares held by Christian Andrew Outhred 10. section 608(1)(b) & (c) and 608(2) – power to control the voting and disposal of shares held by the JOLU Superannuation Fund |
As detailed above (1,121,903 ordinary) (2,440,566 ordinary) (26,590 ordinary) (1,659,670 ordinary) (615,426 ordinary) (1,600 ordinary) (190,475 ordinary) (1,600 ordinary) (56,500 ordinary) (1,121,169 ordinary) |
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24/8/2009
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ANNEXURE “C”
This is Annexure “C” of 1 page referred to in the Form 603 Notice of Initial Substantial Holder dated 25 August 2009
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24/8/2009
______ Luceille Outhred
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered asholder(8) |
Class and number ofsecurities |
|---|---|---|---|
| AV Extraordinaire Pty Ltd (ACN 082 750 070) |
AV Extraordinaire Pty Ltd (ACN 082 750 070) |
AV Extraordinaire Pty Ltd (ACN 082 750 070) |
1,121,903 ordinary |
| Projected Investments Pty Ltd (ACN 077 652 718) |
Projected Investments Pty Ltd (ACN 082 750 070) |
Projected Investments Pty Ltd (ACN 082 750 070) |
2,440,566 ordinary |
| Brains Incorporated Pty Ltd (ACN 087 403 325) |
Brains Incorporated Pty Ltd (ACN 087 403 325) |
Brains Incorporated Pty Ltd (ACN 087 403 325) |
1,659,670 ordinary |
| HR Global Solutions Pty Ltd (ACN 095 775 796) |
HR Global Solutions Pty Ltd (ACN 095 775 796) |
HR Global Solutions Pty Ltd (ACN 095 775 796) |
615,426 ordinary |
| Outhred English & Associates Pty Ltd (ACN 080 269 192) |
Outhred English & Associates Pty Ltd (ACN 080 269 192) |
Outhred English & Associates Pty Ltd (ACN 080 269 192) |
1,600 ordinary |
| Workright Australia Pty Limited (ACN 063 009 521 |
Workright Australia Pty Limited (ACN 063 009 521 |
Workright Australia Pty Limited (ACN 063 009 521 |
26,590 ordinary |
| John Outhred | John Outhred | John Outhred | 1,600 ordinary |
| Michelle Ann English, Christian Outhred and Rachel Leanne Outhred |
Michelle Ann English, Christian Outhred and Rachel Leanne Outhred |
Michelle Ann English, Christian Outhred and Rachel Leanne Outhred |
190,475 ordinary |
| Michelle Ann English | Michelle Ann English | Michelle Ann English | 1,600 ordinary |
| Christian Andrew Outhred | Christian Andrew Outhred | Christian Andrew Outhred | 56,500 ordinary |
| Mr John Outhred, Mrs Luceille Outhred and Mrs Michelle English as trustees for the JOLU Superannuation Fund |
Mr John Outhred, Mrs Luceille Outhred and Mrs Michelle English as trustees for the JOLU Superannuation Fund |
Mr John Outhred, Mrs Luceille Outhred and Mrs Michelle English as trustees for the JOLU Superannuation Fund |
1,121,169 ordinary |
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| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder(8) |
Class and number of securities |
|---|---|---|---|
| Luceille Outhred | AV Extraordinaire Pty Ltd Projected Investments Pty Ltd Brains Incorporated Pty Ltd HR Global Solutions Pty Ltd Outhred English & Associates Workright Australia Pty Ltd John Outhred Michelle Anne English, Christian Outhred and Rachel Leanne Outhred Michelle Anne English Christian Andrew Outhred Mr John Outhred, Mrs Luceille Outhred and Mrs Michelle English as trustees for the JOLU Superannuation Fund |
AV Extraordinaire Pty Ltd Projected Investments Pty Ltd Brains Incorporated Pty Ltd HR Global Solutions Pty Ltd Outhred English & Associates Workright Australia Pty Ltd John Outhred Michelle Anne English, Christian Outhred and Rachel Leanne Outhred Michelle Anne English Christian Andrew Outhred Mr John Outhred, Mrs Luceille Outhred and Mrs Michelle English as trustees for the JOLU Superannuation Fund |
(1,121,903 ordinary) (2,440,566 ordinary) (1,659,670 ordinary) (615,426 ordinary) (1,600 ordinary) (26,590 ordinary) (1,600 ordinary) (190,475 ordinary) (1,600 ordinary) (56,500 ordinary) (1,121,169 ordinary) |
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24/8/2009
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ANNEXURE “D”
This is Annexure “D” of 2 pages referred to in the Form 603 Notice of Initial Substantial Holder dated 25 August 2009
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24/8/2009
______ Luceille Outhred
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Consideration (9) | Class and number of securities |
|---|---|---|---|---|
| Cash | Non-cash | |||
| AV Extraordinaire Pty Ltd (ACN 082 750 070) |
On or about 15 August 2003 |
See note 1 below |
1,121,903 ordinary | |
| Projected Investments Pty Ltd (ACN 077 652 718) |
On or about 15 August 2003 |
See note 1 below |
2,440,566 ordinary | |
| Brains Incorporated Pty Ltd (ACN 087 403 325) |
On or about 6 June 2003 |
Services | 1,659,670 ordinary | |
| HR Global Solutions Pty Ltd (ACN 095 775 796) |
25 January 2007 | Services at the deemed rate of $0.01per share |
615,426 ordinary | |
| Outhred English & Associates Pty Ltd (ACN 080 269 192) |
19 August 2009 | $1.25 per share |
1,600 ordinary | |
| Workright Australia Pty Limited (ACN 063 009 521 |
10 November 2008 18 August 2008 |
$1.25 per share |
See note 1 below |
(9,600) (16,990) 26,590 ordinary |
| John Outhred | 19 August 2009 | $1.25 per share |
1,600 ordinary | |
| Michelle Ann English, Christian Outhred and Rachel Leanne Outhred |
27 August 2005 | See note 1 below |
190,475 ordinary | |
| Michelle Ann English | 19 August 2009 | $1.25 per share |
1,600 ordinary | |
| Christian Andrew Outhred | 28 January 2007 Late June 2009 |
$2,000 | Services at the deemed rate of $0.40 per share |
(52,500) (4,000) 56,500 ordinary |
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| Mr John Outhred, Mrs Luceille Outhred and Mrs Michelle English as trustees for the JOLU Superannuation Fund |
28 January 2007 10 November 2008 27 September 2005 31 December 2007 3 December 2008 |
Services at the deemed rate of $0.40 per share Services at the deemed rate of $1.25 See note 1 below Services at the deemed rate of $1.00 Services at the deemed rate of $1.25 |
(723,798) (139,888) (237,475) (14,027) (5,981) 1,121,169 ordinary |
|
|---|---|---|---|---|
(1) The shares were issued pursuant to the Asset Sale and Purchase Agreement, a summary of which is set out in the Prospectus dated 11 December 2008
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24/8/2009
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ANNEXURE “E”
This is Annexure “E” of 1 page referred to in the Form 603 Notice of Initial Substantial Holder dated 25 August 2009
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24/8/2009
Luceille Outhred
| AV Extraordinaire Pty Ltd (ACN 082 750 070) | The substantial holder is a director of AV Extraordinaire Pty Ltd |
|---|---|
| Projected Investments Pty Ltd (ACN 077 652 718) | The substantial holder is a director of Projected Investments Pty Ltd |
| Brains Incorporated Pty Ltd (ACN 087 403 325) | The substantial holder is a director of Brains Incorporated Pty Ltd |
| HR Global Solutions Pty Ltd (ACN 095 775 796) | The shareholders of the HR Global Solutions Pty Ltd are the children of the substantial holder |
| Outhred English & Associates Pty Ltd (ACN 080 269 192) | The substantial holder is a 50% shareholder Outhred English & Associates Pty Ltd |
| Workright Australia Pty Limited (ACN 063 009 521 | The substantial holder holds 71.4% of the A Class shares and 77.9% of the ordinaryshares of Workright Australia PtyLtd |
| John Outhred | Spouse of the substantial holder |
| Michelle Ann English, Christian Outhred and Rachel Leanne Outhred |
Children of the substantial holder |
| Michelle Ann English | Child of the substantial holder |
| Christian Andrew Outhred | Child of the substantial holder |
| Mr John Outhred, Mrs Luceille Outhred and Mrs Michelle English as trustees for the JOLU Superannuation Fund |
The substantial holder is the trustee and a beneficiary for the JOLU Superannuation Fund |
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ANNEXURE “F”
This is Annexure “F” of 1 page referred to in the Form 603 Notice of Initial Substantial Holder dated 25 August 2009
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24/8/2009
______ Luceille Outhred
| Name | Address |
|---|---|
| AV Extraordinaire Pty Ltd (ACN 082 750 070) | 100 Cavan Road, Dry Creek, South Australia, 5094 |
| Projected Investments Pty Ltd (ACN 077 652 718) | 100 Cavan Road, Dry Creek, South Australia, 5094 |
| Brains Incorporated Pty Ltd (ACN 087 403 325) | 100 Cavan Road, Dry Creek, South Australia, 5094 |
| HR Global Solutions Pty Ltd (ACN 095 775 796) | 50 Prospect Road, Prospect, South Australia, 5082 |
| Outhred English & Associates Pty Ltd (ACN 080 269 192) |
50A Prospect Road, Prospect, South Australia, 5082 |
| Workright Australia Pty Limited (ACN 063 009 521 | 100 Cavan Road, Dry Creek, South Australia, 5094 |
| John Outhred | 34 Marian Place, Prospect, South Australia, 5082 |
| Michelle Ann English, Christian Outhred and Rachel Leanne Outhred |
c/- 2 Dudley Ave, Prospect, South Australia, 5082 |
| Michelle Ann English | 2 Dudley Ave, Prospect, South Australia, 5082 |
| Christian Andrew Outhred | 34 Marian Place, Prospect, South Australia, 5082 |
| Mr John Outhred, Mrs Luceille Outhred and Mrs Michelle English as trustees for the JOLU Superannuation Fund |
34 Marian Place, Prospect, South Australia, 5082 |
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