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PERSEUS MINING LIMITED Major Shareholding Notification 2014
46513_rns_2014-03-26_4c1ab83c-c2ac-47c1-9267-aa49889aeae2.pdf
Major Shareholding Notification
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AURORA PLACE, 88 PHILLIP STREET, SYDNEY NSW 2000, DX 117 SYDNEY
| T 0 | Company announcements officeASX | Facsimile | 1300 135 638 |
|---|---|---|---|
| Company SecretaryPerseus Mining Limited | Facsimile | +61 8 6144 1799 | |
| From | Henry WongEmail: [email protected] | FacsimileDirect lineOur Ref | $+61299218058$$+61$ 2 9921 8536HLW:SSE:20-6818439 |
| Date | 27 March 2014 | Number of pages (including this one): 6 | |
Notice of change of interests of substantial holder Subject
Please find attached a notice of change of interests of substantial holder in relation to shares in Perseus Mining Limited from Van Eck Associates Corporation.
Regards MINTER ELLISON
If you do not receive all pages please telephone +61 2 9921 8536
IMPORTANT - The contents of this facsimile may be privileged and confidential. Any unauthorised use of the contents is expressly prohibited. If you have received the document in error, please advise us by telephone (reverse charges) immediately and then shred the document. Thank you.
| 604 | page 2/2 | 15 July 2001 | |||||
|---|---|---|---|---|---|---|---|
| Form 604Corporations Act 2001Saction 671B | |||||||
| Notice of change of Interests of substantial holder | |||||||
| To Company Name/Scheme | Perseus Mining Limited | ||||||
| ACN/ARSN | 108 809 986 | ||||||
| 1. Datalis of substantial holder (1) | |||||||
| NameACN/ARSN (il applicable) | Van Eck Associates Corporation (and its essociates referred to in paragraph 6).N/A | ||||||
| There was a change in the interests of the24/03/2014substantial holder on18/02/2014The previous notice was given to the company on18/02/2014The previous notice was dated |
2. Pravious and present 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 associato (2) had a relevant interest (3) in when last required, and when now required, to give a aubstantial holding notice to the company or scheme, are as follows:
| Pravious natice | Present notice. | |||
|---|---|---|---|---|
| Class of securities (4) | --------Parson's votes | Voting power (5)-------- | -----Parson's votes--------------------------------------- | Voting power (6) |
| iOrdinary shares | 136,097,664. | 7.88%_____ | 48.728.287------------ | 9.25% |
| ._______________________________________ | -- |
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a autostantial holding notice to the company or scheme are as follows!
÷.
| Date ofchange | Person whoseralovant interestchangad | Nature ofchange (6) | .Considerationgiven in rolationto change (7). | Class andnumber ofsacuritiesaffected | Parson's votesaffected |
|---|---|---|---|---|---|
| Van Eck Associates See Annexure A | --------------------------------------- | . | |||
| . | |||||
4. Present relevant Interests
Particulars of each relevant interest of the substantial holder in voting accurities after the change are as follows:
| Holder of | Registered | Parson entitled | Nature of | Class and | Person's votes |
|---|---|---|---|---|---|
| rolevant | halder af | to be reglatered | relevant | number of | |
| interest | socurition | as holder (6) | Interest (6) | eacurities | |
| NEAC | IBank of Naw YorkMallon as custodíanllor Markat VectorsTrust - Junior GoldiMinors ETF | IETF (GOXJ). | Market Vectors Trust NEAC holds its relevent- Junior Gold Miners (Interest by having theloower to exercise, controllihe exercise of .oriinfluence the axarcise of,the voting powers ordisposal of the securitiesto which the relevantinterest relates in thelordinary course ofInvestment menagementlbusinces. | Ordinary shares48.720.267 | 0.252% |
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in
ME_111581246_1 (W2007)
relation to voting interests in the company or acheme are as follows:
| $\overline{\phantom{a}}$ACN/ARSNNarrusandapplicable) | .U | .___ᅲNature of association-------- |
|---|---|---|
| ----------------------------------$\cdots$-------.---- |
6. Addresses
The addresses of persons named in this form are as follows:
| Nama | Address |
|---|---|
| NEAC | 1335 Madison Avenue, New York, NY 10017 |
| Man Eck Securities Corporation | 335 Madison Avanue, New York, NY 10017 |
| Nan Eck Absolute Return Advisers, Inc. | 335 Madison Avenue, New York, NY 10017 |
| Market Vectors Australia Pty Ltd | Gold Fields House, Lovel 3, 1 Affred Street, Sydney NSW 2000 |
| Market Voctors Investmonts Limited | (Gold Fields House, Level 3, 1 Alfred Street, Gydney NSW 2000 |
Signature
| Russell Brannanarint name | capacity | Assistent VP |
|---|---|---|
| ___wsign here----------..--------------------------------------- | date | ------------26/03/2014 |
DIRECTIONS
- If there are a rumber of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager andtrustee of an equity trust), the names could be included in an ann $(1)$ 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 dealy set understand to the form.
- $(2)$ See the definition of "essociate" in section 9 of the Corporations Act 2001,
- See the definition of "relevent interest" in sections 608 and 6718(7) of the Corporations Act 2001. $(3)$
- The voting shares of a company constitute one class unless divided into separate classes. $(4)$
- $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
- $(6)$ indude details of:
- any relevant agreement or other circumstances because of which the change in relevant interest acourred. If subsection 671B(4) applies, a copyof any document satting out the terms of any relevant agreement, and a statemen $(a)$
- any qualification of the power of a parson to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of thesecurities to which the relevant interest relates (indicating clearly the $\left( 0 \right)$
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
- Details of the consideration must include any and all benefils, money and other, that any person from whom a relevant interest was acquired has, or may,become emitted to receive in relation to that acquisition. Details mu $(T)$
- 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". $\langle 0 \rangle$
- Give details, if appropriate, of the present association and any change in that association since the last substantial halding notice. $(9)$
804 GUIDE page 1/1 13 March 2000
This guide does not form part of the prescribed form GUIDE and is included by ASIC to assist you in completing and lodging form 604. Signature This form must be signed by either a director or a secretary of the substantial holder. Lodging period NI Lodging Fee NØ Other forms to be NIL completed if additional space is required to complete a question, the information may be included on a separate piece of Additional Information $(a)$ paper annexed to the torm. This notico must be given to a listed company, or the responsible entity for a listed managed investment schems.A copy of this notice must also be given to each relevant securities exchange. $(b)$ $(c)$ The parson must give a copy of this notice: within 2 business days after they become aware of the information; or 仇 by 9.30 am on the next trading day of the relevant securities exchange after they become award of theInformation if: $(1)$ a takeover bid is made for voting shares in the company or voting interests in the scheme; and (A) the person becomes aware of the information during the bid period. $(A)$ To make any annoxure conform to the regulations, you must Annexures 1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides 2 show the corporation name and A.C.N or ARBN 3 number the pages consecutively 4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly lagible when photocopied 5 identify the annexure with a mark such as A, B, C, sto endorse the annoxure with the words: в. This is annexure (mark) of (number) pages referred to in form (form number and title) $\mathbf{y}$ sign and date the annoxure. The annexure must be signed by the same person(s) who signed the form.
Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.
ME_111581248_1 (W2007)
| Holder of relevant | Date of | Consideration | Consideration Non- | ||
|---|---|---|---|---|---|
| Interest | Acquisition/Disposal | B/S | Cash | cash | Number of Securities |
| GDXJ | 12/10/2013B | $ | In-Kind | 81,324 | |
| GDXJ | 12/11/2013 8 | Š | In-Kind | 447,282 | |
| GDXJ | 12/13/2013 B | $ | In-Kind | 40,653 | |
| GDXJ | 12/18/2013B | 3× | In-Kind | 40,650 | |
| GDXI | 12/19/2013 B | $ | In-Kind | 40,646 | |
| MVEAU | 12/28/2013 B | s72 | s | 300 | |
| GDXJ | $1/3/2014$ B | 3 | In-Kind | 155,952 | |
| GDXI | 1/6/2014B | $ | In-Kind | 38,987 | |
| GDXJ | $1/13/2014$ B | 5 | In-Kind | 389,860 | |
| GDXJ | 1/14/2014 B | 3٠ | In-Kind | 77,944 | |
| GDXI | 1/15/2014 B | `$ | In-Kind | 77,914 | |
| GDXJ | $1/16/2014$ B | 5 | In-Kind | 467,448 | |
| GDXJ | 1/17/2014 B | 5 | In-Kind | 38,949 | |
| GDXI | 1/21/2014B | $4 | In-Kind | 856,768 | |
| GDXJ | 1/22/2014 B | $- | In-Kind | 233,604 | |
| GDXJ | $1/24/2014$ B | ς- | In-Kind | 778,600 | |
| GDXJ | 1/27/2014B | $- | In-Kind | 272,503 | |
| GDXI | 1/30/2014 B | $÷ | In-Kind | 155,692 | |
| GDXJ | $2/4/2014$ B | $÷ | In-Kind | 38,931 | |
| GOXJ | 2/5/2014B | $۰ | In-Kind | 973,075 | |
| GDXJ | 2/6/2014 B | ţ۰ | In-Kind | 77,850 | |
| GDXI | $2/7/2014$ B | $\overline{\boldsymbol{\mathsf{s}}}$ | In-Kind | 38,926 | |
| GDXJ | 2/10/2014B | 5v | In-Kind | 817,341 | |
| GDXJ | 2/11/2014B | 5 | In-Kind | 194,560 | |
| GDXJ | 2/12/2014B | $\overline{\boldsymbol{\varsigma}}$ | In-Kind | 817,089 | |
| GDXJ | 2/13/2014 B | 5 | In-Kind | 1,128,593 | |
| GDXJ | 2/14/2014B | इ | In-Kind | 1,011,790 | |
| MVEAU | 2/19/2014 B | ţ$\overline{11}$ | इ | 23 | |
| GDXJ | 2/18/2014 B | $ | In-Kind | 778,260 | |
| GDXJ | 2/26/2014 B | $ | In-Kind | 310,912 | |
| GDXJ | 3/3/20146 | ζ | In-Kind | 77,716 | |
| GDXJ | 3/4/2014 B | τ | In-Kind | 194,265 | |
| GDXJ | 3/5/2014B | ţ | In-Kind | 194,290 | |
| GDXJ | $3/6/2014$ B | $ | In-Kind | 194,335 | |
| GDXJ | 3/6/2014 B | $\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\overline{\over$ | In-Kind | 233,238 | |
| GDXI | 3/5/2014 B | $ | In-Kind | 70 | |
| GDXJ | 3/10/2014 В | $ | In-Kind | 233,238 | |
| GOXJ | 3/11/2014 B | $ | in-Kind | 388,750 | |
| GDXJ | 3/12/2014 B | $\overline{\boldsymbol{\mathsf{s}}}$ | In-Kind | 233,202 | |
| GDXJ | 3/14/2014B | $ | In-Kind | 777,200 | |
| GDXJ | 3/20/2014 8 | Ţ950,914 | $ | 1,910,431 | |
| MVEAU | 3/21/2014 B | $677 | $ | 1,425 | |
| GDXJ | 3/21/2014 B | 53,817,670 | 3 | 7,343,085 | |
| GDXJ | 11/27/2013 B | Ş | in-Kind | 162,584 | |
| MVEAU | 12/20/2013 5 | $497 | $ | 2,260 | |
| GDXJ | 12/20/2013 S | $268,263 | 5 | 1,277,441 | |
| MVEAU | $1/9/2014$ S | τз | $ | 12. | |
| GDXJ | $1/28/2014$ S | $\overline{\mathfrak{s}}$ | In-Kind | 38,932 |
This is Annexure A of 2 pages referred to In Form 604 -Notice of change of interests of substantial holder
| Holder of relevantinterest | Date ofAcquisition/Disposal | B/S | ConsiderationCash | Consideration Non-cash | Number of Securities |
|---|---|---|---|---|---|
| GDXJ | 2/20/2014 5 | Ś | In-Kind | 77,834 | |
| MVEAU | 2/26/2014 S | $31 | $ | 70 | |
| GDXJ | 3/18/20145 | $ | In-Kind | 310,904 | |
| GDXJ | 3/19/20145 | $٠ | In-Kind | 77,724 | |
| GDXJ | $3/20/2014$ S | $÷, | In-Kind | 543,172 | |
| GDXJ | 3/24/2014 5 | $ | in-Kind | 240,725 | |
| LМ | 11/25/2013 5 | s15,713 | 5 | 56,996 | |
| ИG | 11/25/2013 5 | 339,496$ | $a. | 1,231,460 | |
| LODH | 11/25/2013 5 | 83,136s | s | 301,560 | |
| GGOLD | 11/25/2013 5 | 17,506s | $ | 63,500 | |
| VGOLD | 11/25/2013 5 | 2,233$ | $ | 8,100 | |
| JLGOLD | 11/25/2013 5 | 54,503$ | $ | 197,700 | |
| GDXJ | 11/26/2013 S | Ş | In-Kind | 40,644 | |
| GDXJ | 12/3/2013 5 | $ | In-Kind | 40,654 | |
| GDXJ | 12/6/2013 5 | $\overline{\mathsf{s}}$٠ | in-Kind | 40,668 | |
| MVEAU | 12/3/20135 | 5$ | ŝ | 20 | |
| MVEAU | 12/9/2013 5 | $.٠ | In-Kind | 7,139 | |
| GDXJ | 12/9/2013 S | $۰ | In-Kind | 203,325 | |
This is Annexure A of 2 pages referred to in Form 604 -Notice of change of interests of substantial holder
In-Kind transactions result from the ETF receiving a basket of securities (including Perseus Mining Ltd) in exchange for securities in the ETF.
In-Kind transactions refers to how market makers of exchange traded funds (ETF) can reconcile the differences between net asset value (NAV) and market values when shares of the ETFs are bought and sold. The market maker can arbitrage the ETF shares with the shares that make up the underlying portfolio, by creating or redeeming lots of the ETF shares. This structure causes ETFs to be treated as "in kind" transactions where investors only pay capital gains like with stocks, as opposed to other fees associated with mutual funds.