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PEXA GROUP LIMITED — Major Shareholding Notification 2023
Nov 16, 2023
65637_rns_2023-11-16_f2230ec7-943f-414d-a547-0f76ebe17d95.pdf
Major Shareholding Notification
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Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
| To Company Name/Scheme | PEXA Group Limited |
|---|---|
| ACN/ARSN | 629 193 764 |
| 1. Details of substantial holder (1) | |
| Name | Apollo Global Management, Inc. and its controlled entities from time to time which, as at the date of this notice, include ApolloManagement Holdings, L.P., Athene Life Re Ltd, AP Liberty GP, LLC and AP Liberty LP (noting that AP Liberty GP, LLC acts asgeneral partner of AP Liberty LP) (each a Substantial Holder and collectively the Substantial Holders) |
| ACN/ARSN (if applicable) | |
| The holder became a substantial holder on | 10 November 2023 |
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) | Same as person's votes | 8,922,012 | 5.03% (based on177,350,573 Shares onissue) |
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 |
|---|---|---|
| Each Substantial Holder | Relevant interest under section 608(3) of theCorporations Act 2001 (Cth) as each SubstantialHolder has voting power of more than 20% inChallenger Limited (ACN 106 842 371)(Challenger), as set out in the Form 604 (Notice ofchange of interests of substantial holder) lodged bythe Substantial Holders on 22 September 2023 | 8,922,012 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 | Registered holder of | Person entitled to be | Class and number |
|---|---|---|---|
| interest | securities | registered as holder (8) | of securities |
| Each Substantial Holder | See the Form 603 (Notice of initial substantial holder) lodged by Challenger dated 14 November 2023(Challenger SHN) |
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)Cash | Non-Cash | Class and number ofsecurities |
|---|---|---|---|---|
| Each Substantial Holder | See the Challenger SHN |
6. 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 |
|---|---|
| Not applicable | Not applicable |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Each Substantial Holder | c/- Apollo Global Management, Inc., One Manhattanville Road, Suite201, Purchase, New York, 10577 |
Signature
Signed on behalf of the Substantial Holders
Apollo Management Holdings, L.P.
By: Apollo Management Holdings GP, LLC, its general partner
| print name | Suzanne Helen Spells | capacity Vice President | |
|---|---|---|---|
| sign here | 15112023date// | ||
| Athene Life Re Ltd. | By: Apollo Insurance Solutions Group LP,its Investment AdvisorBy: AISG GP Ltd., its General Partnerprint name | Bradley Molitor | capacity President |
| sign here | 11162023date// | ||
| 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 anequity 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 tothroughout 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 ofthe form. | ||
| (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:
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(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
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(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.
- (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.