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ONE CLICK GROUP LIMITED — Major Shareholding Notification 2020
Feb 3, 2020
64250_rns_2020-02-03_da8e0118-f02f-4af2-9aca-97e687582ab3.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
| ToCompany Name/Scheme ACN/ARSN |
UUV Aquabotix Ltd |
|---|---|
| 616 062 072 |
1. Details of substantial holder (1)
| . Details of substantial holder (1) | |
|---|---|
| Name ACN/ARSN (if applicable) |
Azalea Investments Pty Ltd |
| 080 332 985 |
The holder became a substantial holder on
31 / 01 / 2020
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 of securities (4) | Number of securities | Person's votes (5) | Voting power (6) |
|---|---|---|---|
| Fully paid ordinary shares (Shares) | 107,427,265 | 107,427,265 | 18.08% |
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:
| substantial holder are as follows: | ||
|---|---|---|
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
| Azalea Investments Pty Ltd | Beneficial Holder of Shares | 88,722,265 Shares |
| The Britt and Winton Willesee Family Trust | Beneficial Holder of Shares | 13,750,000 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 |
|---|---|---|---|
| Azalea Investments Pty Ltd | Azalea Investments Pty Ltd | Azalea Investments Pty Ltd | 83,722,265 Shares |
| Azalea Investments Pty Ltd | Chincherinchee Nominees Pty Ltd | Azalea Investments Pty Ltd | 5,000,000 Shares |
| Azalea Family Holdings Pty Ltd ATF The Britt and Winton Willesee Family Trust |
Chincherinchee Nominees Pty Ltd | Azalea Family Holdings Pty Ltd ATF The Britt and Winton Willesee Family Trust |
13,750,000 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) | Consideration (9) | Class and number of securities |
|---|---|---|---|---|
| Cash | Non-cash | |||
| Azalea Investments Pty Ltd | 7 October 2019 | $20,000.00 | Nil | 5,000,000 Shares |
| AzaleaInvestmentsPtyLtd | 30 January2020 | $77,500.00 | Nil | 77,500,000 Shares |
603 Page 2/2 15 July 2001
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| . Associates he 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 |
| Azalea Investments Pty Ltd | These entities are associates of each other by virtue of section 12(2)(a) of the Corporations Act. |
| Azalea Family Holdings Pty Ltd ATF The Britt andWinton WilleseeFamilyTrust |
These entities are associates of each other by virtue of section 12(2)(a) of the Corporations Act. |
7. Addresses
The addresses of persons named in this form are as follows:
| . Addresses he addresses of persons named in this form |
are as follows: |
|---|---|
| Name | Address |
| Azalea Investments Pty Ltd | Suite 5 CPC, 145 Stirling Highway, Nedlands WA 6009 |
| Azalea Family Holdings Pty Ltd | Suite 5 CPC, 145 Stirling Highway, Nedlands WA 6009 |
| Chincherinchee Nominees Pty Ltd | Suite 5 CPC, 145 Stirling Highway, Nedlands WA 6009 |
Signature
| print name sign here |
Winton Willesee capacity Director |
|---|---|
| date 4 February 2020 |
|
DIRECTIONS
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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.
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2) See the definition of "associate" in section 9 of the Corporations Act 2001.
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3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
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4) The voting shares of a company constitute one class unless divided into separate classes.
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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.
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6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
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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 (b) 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.
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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".
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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.