OPENLEARNING LIMITED — Major Shareholding Notification 2019

Dec 15, 2019

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Open Learning Ltd (OLL)
ACN/ARSN	635 890 390
1. Details of substantial holder (1) Name	Regal Funds Management Pty Ltd (RFM)
ACN/ARSN (if applicable)	107 576 821
The holder became a substantial holder on	12/12/2019

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)
DRDINARY .	.346.897	346 897	6.69%

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
l REGAL FUNDS MANAGEMENT PTY LIMITED.	REGAL FUNDS MANAGEMENT PTY LIMITED HAS ! A RELEVANT INTEREST IN ITS CAPACITY AS INVESTMENT MANAGER AND/OR TRUSTEE	9.346.897 ORDINARY

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)	Nature of relevant interest (6)	Class and number of securities	Person's votes
MERRILL LYNCH	MERRILL LYNCH (AUS)	MERRILL LYNCH	HOLDER OF	9.166.666	9.166.666
INTERNATIONAL LIMITED	NOMINEES PTY LTD	INTERNATIONAL LIMITED	SHARES	ORDINARY
I CREDIT SUISSE SECURITIES I	CREDIT SUISSE	CREDIT SUISSE SECURITIES	HOLDER OF	180 231	180 231
EUROPE LTD	SECURITIES EUROPE LTD	EUROPE LTD	SHARES	ORDINARY

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)	Class and number of securities
	See Annexure 1

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

--------------------------------------- -------------------------------- 1 (if applicable) Name and ACN/ARSN --------------- ------------------ .	----------- ----------- --------------------------------------- __ Nature of association _____ ________ ---------------------------------------
'ARIF . IC A D L .NU . .	. . _________

7. Addresses

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

Name	Address
PHILIP KING	LEVEL 47 GATEWAY 1 MACQUARIE PLACE SYDNEY NSW
	2000 ____ ----------- ---------------------------------------

Signature

print name	Kenny Ho	capacity	Company Secretary
sign here	Venny	date	16/12/2019

Annexure 1

Consideration

Date	Person whose relevant interest changed	Nature of Change	Considerati on given in relation to change	Number of securities affected	Class of securities	Persons votes affected
12/12/2019	Regal Funds Management	Buy	1000000.00	5000000	Ordinary	5000000
12/12/2019	Regal Funds Management	Conversion of 500,000 convertible notes.		4166666	Ordinary	4166666
12/12/2019	Regal Funds Management	Buv	30278.81	180231	Ordinary	180231