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NORTHERN STAR RESOURCES LTD — Director's Dealing 2019
Oct 7, 2019
65447_rns_2019-10-07_6cbe50c8-f084-418d-a5a9-784d5cabcdf9.pdf
Director's Dealing
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8 October 2019
ASX Limited Exchange Plaza 2 The Esplanade PERTH WA 6000
Independent Director Acceptance of Takeover Offer
Echo Resources Limited (ASX: EAR, the Company or Echo ) refers to the unconditional off-market takeover bid by Northern Star Resources Limited (ASX: NST) ( Northern Star ) for all shares in the Company ( Northern Star Offer ).
The Company advises that those Independent Directors (as defined in Echo's Target's Statement) who held or controlled shares in the Company (being Mr Victor Rajasooriar, Mr Anthony McIntosh and Mr Mark Hanlon) have accepted the Northern Star Offer in accordance with the Takeover Bid Implementation Agreement. Those shares in total represent approximately 1.8% of the total issued shares in Echo.
The relevant Change of Director's Interest Notices are attached.
The other Echo directors (being Dr Alistair Cowden and Mr Alan Thom) hold no Echo shares.
The Independent Directors unanimously recommend that Echo shareholders accept the Northern Star takeover offer in the absence of a Superior Proposal. Northern Star’s intention to make a bid was announced to ASX on 27 August 2019 and since that date, no Superior Proposal has arisen or otherwise been proposed to Echo.
Echo shareholders wishing to accept the Northern Star Offer can submit their signed application forms to Northern Star’s share registry, Link Market Services Limited in accordance with Northern Star's Bidder's Statement.
The Northern Star Offer is currently scheduled to close at 7.00pm (Sydney time) on 14 October 2019 (unless it is extended).
Yours sincerely,
Kate Stoney Company Secretary Echo Resources Ltd
1
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/9/2001.
| Name of entity | Echo Resources Limited |
|---|---|
| ABN | 34 108 513 113 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Victor Rajasooriar |
|---|---|
| Date of last notice | 18 June 2019 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | (a) Indirect (b)Direct |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
(a) R V Rajasooriar and S M Rajasooriar as trustees for Early Bird Retirement Superfund (b) Susan Mary Rajasooriar |
| Date of change | 4 October 2019 and upon settlement of the acceptance of the takeover offer made by Northern Star Resources Limited |
| No. of securities held prior to **change ** |
(a) 515,385 (b) 6,000,000 |
| Class | (a) Fully Paid Ordinary Shares (b) Performance Rights |
| Number acquired | (a) nil (b)nil |
| Number disposed | (a) 515,385 (b) nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
(a) $170,077.05 ($0.33 per share) (b) N/A |
| No. of securities held after change | (a) nil (b) 6,000,000 |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
(a) Acceptance of the takeover offer made by Northern Star Resources Limited (b) N/A |
- See chapter 19 for defined terms.
Appendix 3Y Page 1
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
Part 2 – Change of director’s interests in contracts
N/A
Part 3 – Closed period
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? |
No |
|---|---|
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name of entity | Echo Resources Limited |
|---|---|
| ABN | 34 108 513 113 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Anthony McIntosh |
|---|---|
| Date of last notice | 30 August 2019 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | (a) Indirect (b) Indirect (c) Direct |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
(a) Mutual Trust Pty Ltd (custodian for Interdale Pty Ltd of which Mr McIntosh is a Director) (b) Mutual Trust Pty Ltd (Anthony McIntosh is the beneficiary of the fully paid ordinary shares) (c) Mr Anthony McIntosh |
| Date of change | 4 October 2019 and upon settlement of the acceptance of the takeover offer made by Northern Star Resources Limited |
| No. of securities held prior to change |
(a) 7,193,447 (b) 1,250,000 (c) 278,250 |
| Class | (a) Fully Paid Ordinary Shares (b) Fully Paid Ordinary Shares (c) Fully Paid Ordinary Shares |
| Number acquired | (a) nil (b) nil (c) nil |
| Number disposed | (a) 7,193,447 (b) 1,250,000 (c) 278,250 |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
(a) $2,373,837.51 ($0.33 per share) (b) $412,500.00 ($0.33 per share) (c) $91,822.50 ($0.33 per share) |
- See chapter 19 for defined terms.
Appendix 3Y Page 1
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
| No. of securities held after change | (a) nil (b) nil (c)nil |
|---|---|
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
(a) Acceptance of the takeover offer made by Northern Star Resources Limited (b) Acceptance of the takeover offer made by Northern Star Resources Limited (c) Acceptance of the takeover offer made by Northern Star Resources Limited |
Part 2 – Change of director’s interests in contracts
N/A
Part 3 –[+] Closed period
| Part 3 –+Closed period | |
|---|---|
| Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? |
No |
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11
| Name of entity | Echo Resources Limited |
|---|---|
| ABN | 34 108 513 113 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Timothy Marcus Stephen Hanlon |
|---|---|
| Date of last notice | 18 June 2019 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
(a) Buprestid Pty Ltd (b) Timothy Marcus Stephen Hanlon |
| Date of change | (a) 4 October 2019 and upon settlement of the acceptance of the takeover offer made by Northern Star Resources Limited (b) 1 October 2019 |
| No. of securities held prior to change |
(a) 3,632,885 (b)1,250,000 |
| Class | (a) Fully Paid Ordinary Shares (b) Unlisted Options |
| Number acquired | Nil |
| Number disposed | (a) 3,632,885 (b) nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
(a) $1,198,852.05 ($0.33 per share) (b) nil |
| No. of securities held after change | (a) nil (b)1,250,000 |
- See chapter 19 for defined terms.
Appendix 3Y Page 1
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
(a) Acceptance of the takeover offer made by Northern Nature of change Star Resources Limited Example: on-market trade, off-market trade, exercise (b) Option Cancellation Deed fully executed, as of options, issue of securities under dividend reinvestment plan, participation in buy-back referred to in section 6.14 of the entity's Target's Statement announced on 17 September 2019
Part 2 – Change of director’s interests in contracts
N/A
Part 3 –[+] Closed period
Were the interests in the securities or contracts detailed above traded during a No +closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade to proceed during this N/A period? If prior written clearance was provided, on N/A what date was this provided?
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011