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PILOT ENERGY LIMITED — Major Shareholding Notification 2016
Apr 28, 2016
65558_rns_2016-04-28_92c1766e-23e4-42b5-9258-03fb61ca8046.pdf
Major Shareholding Notification
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Form 603: Notice of initial substantial holder in Pilot Energy Limited (ACN 115 229 984)
$\sim 10^7$
| Natalle Lonergan Phone Fax |
+61 2 9225 5938 +61 2 9322 4000 |
29 April 2016 |
|---|---|---|
| 6 including cover sheet | ||
| ASX Market Announcements Office | ||
| Phone | 1800 021 965 1300 135 638 |
|
| Fax | ||
| lain Smith, Managing Director Pilot Energy Limited |
||
| [email protected] | ||
| Phone | +61 412 638019 | |
| Fax | +61893898327 |
Please see attached.
Form 603 Corporations Act 2001 Section 671B
Notice of Initial substantial holder
| To Company Name/Scheme | Pilot Energy Limited (PGY) |
|---|---|
| ACN/ARSN | 115 229 984 |
| 1. Details of substantial holder (1) | |
| Name | Tung Leung Wong Shaoling Wang |
| ACN/ARSN (If applicable) | ΠA |
The holder became a substantial holder on
26/04/2016
2. Details of voting power
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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 | 400,000,000 | 1400.000.000 | 119,95% (based on [2,005,476,834 ordinary shares lon Issue) . |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate hed 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 |
|
|---|---|---|---|
| Tung Leung Wong | Deemed relevant interest in those ordinary shares of PGY in which Sunpex (see Annexure A) holds a relevant interest, being those shares that are: registered in Sunpex's name, under section 606(1)(a) of the Corporations Act; and held by each ofher Subscriber (see Annexure A) under sections 608(1)(b) and 608(1)(o) of the Corporations Act, as the sole director of Sunpex under sections (608(1) and 608(3)(b) of the Corporations Act 2001 (Cth) (Corporations Act), as described further in the ASIC Form 603 "Notice of Initial substantial holder" in respect of PGY dated 27 April 2016 and released to the ASX on that date (Subscribers [Form 603]. The relevant section of the Subscribera] lForm 603 is extracted at Part 1 of Annexure B. |
400,000,000 fully paid ordinary jaharas |
|
| Shaoling Wang | Deemed relevant interest in those ordinary shares of PGY in which Sunpex holds a relevant interest, being those shares that are. registered in Sunpex's name, under section 608(1)(a) of the Corporations Act; and held by each ofher Subscriber under sections [400,000,000 fully paid ordinary 608(1)(b) and 608(1)(c) of the Corporations Aot. as the sole shareholder of Sunpex under sections 608(1) and 608(3)(s) of the Corporations Act, se described further in the Subscribers Form 603 (see Part 1 of Annexure B). |
ishares |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Interest | Holder of relevant | Registered holder of securities |
Person entitled to be registered as holder (8) |
Class and number of securities |
|
|---|---|---|---|---|---|
| BPCI (see Annexure A) | BPC | 111,120,000 ordinary shares | |||
| Tung Leung Wong | Sunnex | Sunpex | 55,560,000 ordinary shares | ||
| Shaoling Wang | GSE (see Annexure A) | GSE | 222,240,000 ordinary shares | ||
| (Austar (see Annexure A) in its capacity as trustee of The Wang Family Trust |
Austar in its capacity as trustee of The Weng Family Trust |
11,080,000 ordinary 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 Interent |
Date of acquisition | Consideration (9) | Class and number of securities |
||
|---|---|---|---|---|---|
| Cash | Non-cash | ||||
| Tung Leung Wong Shaoling Wang |
26/04/2016 | NIL | Ν'n | 400.000.000 ordinary Ishares --------------------------------------- |
8. 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) | Natura of association |
|---|---|
| Tung Leung Wong Shaoling Wang 2. |
These persons are associates of each other by operation of section 12(1)(a) and section 12(2)(c) of the Corporations Act. |
7. Addresses
The addresses of persons named in this form are as follows:
| Nama | Address |
|---|---|
| 'ung Leung Wong | Care of: 18/F Ginza Square, 565-567 Nathan Road Mongkok Kowloon, Hong Kong |
| ihaoling Wang. | Care of: 18/F Ginza Square, 565-567 Nathan Road Mongkok Kowloon, Hong Kong |
Signature
| print name Tung Leung Wong | Signed with authority of Shaciling Wang and for himaelf capacity |
|
|---|---|---|
| sign here | 78 I /04/2016 date |
|
| DIRECTIONS |
- 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 enn $(1)$ is clearly set out in paragraph 7 of the form. - See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
- $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001,
- The voting shares of a company constitute one class unless divided into separate classes. $(4)$
- 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 $(5)$ relevant interest in.
- The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
- Include details of: $(7)$
- any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, a copy of any $(a)$ document setting out the terms of any relevant agreement, and a statement by the parson giving full and accurate details of any contrad. scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
- 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 $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevent agreement" in section 9 of the Corporations Act 2001.
- 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." $\left( 3\right)$
- Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or $\langle 9 \rangle$ may, become entitied to receive in relation to that acquisition. Datalls 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 relevent interest was soquired.
Note: each Subscriber (see Annexure A) paid cash consideration of \$0.002 per ordinary share on the date the Subscribers acquired these shares, as disclosed in the Subscribers Form 603. The relevant section of the Subscribers Form 603 is extracted at Part 2 of Annexure B.
ANNEXURE A
THIS IS ANNEXURE A OF 1 PAGE REFERRED TO IN FORM 603 (NOTICE OF INITIAL SUBSTANTIAL HOLDER) IN RESPECT OF PILOT ENERGY LIMITED ACN 115 229 984 SIGNED BY ME AND DATED 23 APRIL 2016
TUNG LEUNG WONG SIGNED WITH AUTHORITY OF SHAOLING WANG AND FOR HIMSELF
SUBSCRIBERS
| ENTITY | JURISDICTION REGISTERED IN |
ACN |
|---|---|---|
| BILLION POWER CAPITAL INVESTMENT LIMITED (BPCI) | HONG KONG | NIA |
| SUNPEX INTERNATIONAL LIMITED (SUNPEX) | HONG KONG | NΙA |
| GS ENERGY PTY LTD (GSE) | AUSTRALIA | 607 871 876 |
| AUSTAR NOMINEES PTY LTD (AUSTAR) IN ITS CAPACITY AS TRUSTEE OF THE WANG FAMILY TRUST |
AUSTRALIA | 600 830 028 |
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ANNEXURE B
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THIS IS ANNEXURE B OF 2 PAGES REFERRED TO IN FORM 603 (NOTICE OF INITIAL SUBSTANTIAL HOLDER) IN RESPECT OF PILOT ENERGY LIMITED ACN 115 229 984 SIGNED BY ME AND DATED 28 APRIL 2016
TUNG LEUNG WONG SIGNED WITH AUTHORITY OF SHAOLING WANG AND FOR HIMSELF
EXTRACTS FROM SUBSCRIBERS FORM 603, DATED 27 APRIL 2016 AND RELEASED TO THE ASX ON THAT DATE
PART 1 - NATURE OF RELEVANT INTEREST IN SHARES OF PGY HELD BY THE SUBSCRIBERS
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
|---|---|---|
| The Subscribers | Each of the Subscribers obtains a relevant interest in the ordinary shares by way of the following: each of the Subscribers obtains a relevant interest, under section 608(1)(a) of the Corporations Act 2001 (Corporations Act), as each Subscriber is the registered holder and controller of that number of ordinary shares which they subscribed for pursuant to a Subscription Agreement, dated 30/03/2016 (Subscription Agreement) between PGY and the Subscribers which is annexed and marked Annexure "A". additionally, each Subscriber obtains a relevant interest in the shares held by each other Subscriber pursuant to a Co-operation Agreement, dated 27/04/2016 between the Subscribers (Co-operation Agreement) which is annexed and marked Amnexure "B" on the basis that under the Co-operation Agreement each Subscriber obtains a relevant interest under: section 608(1)(b) of the O. Corporations Act, being a relevant interest through the right to control the exercise of votes attached to the shares which are collectively held by the Subscribers; and section 608(1)(c) of the о. Corporations Act, being a relevant interest through the right to control the exercise of a power to dispose of the shares which are collectively held by the Subscribers. |
400,000,000 ordinary shares |
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PART 2 - CONSIDERATION PAID BY EACH SUBSCRIBER ON DATE OF ITS ACQUISITION OF SHARES OF PGY
$\sim$
| Holder of relevant interest |
Date of acoulstion | Consideration (9) | ||
|---|---|---|---|---|
| Cash | Non-cash | |||
| IBPCI | 26/04/2016 | \$222,240 (al S0.002 per share) |
NIA. | 111, 120,000 ordinary lshares |
| Sunpex | 126/04/2016 | \$111.120 (at \$0.002 per share) |
N/A | [55,560,000 ordinary ishares |
| IGSE | 26/04/2016 | \$444,480 (at \$0,002 per share) |
N/A | 1222,240,000 ordinary Ishares |
| Austar in its capacity as trustee Iof The Wang Family Trust |
28/04/2016 | \$22,160 (at \$0.002 per share) |
ΝA | 11,080,000 ordinary shares |