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QUESTE COMMUNICATIONS LIMITED — Major Shareholding Notification 2004
Aug 11, 2004
65653_rns_2004-08-11_d99c0f70-a3c2-4ce0-80f5-129a3886fa1c.pdf
Major Shareholding Notification
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Form 604 Corporations Act
671B
Notice of change in interests of substantial holder
| To Company Name/Scheme | Name | ACN / ABN | |
|---|---|---|---|
| Gresham Technology Management Limited | ABN 63 003 217 703 | ||
| as Responsible Entity for | |||
| TECHNOLOGY INVESTMENT FUND | (T F) | ABN 66 353 264 714 |
1. Details of substantial holder(1)
| Name | ACN / ABN | |
|---|---|---|
| QUESTE COMMUNICATIONS LIMITED | (QUE) | ABN 55 081 688 164 |
| There was a change in the interests of the substantial holder on 10 August 2004 | ||
| The previous notice was given to the company on 24 June 2004 |
The previous notice was dated 24 June 2004
2. Previous 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 associate(2) had a relevant interest(3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| PREVIOUS NOTICE | PRESENT NOTICE | |||||
|---|---|---|---|---|---|---|
| Class of securities (4) | Ordinary Units(UNITS) | Options (Expirying 30November 2004)(OPTIONS) | TOTALS | UNITS | OPTIONS | TOTALS |
| Number of securities held bysubstantial holder | 6,800,627 | 1,283,542 | 7.595.551 | 2,517,402 | ||
| Last ASX sale price on: | ||||||
| 24 June 2004 (previous notice) | $0.44 | $0.005 | ||||
| 12 August 2004 (present notice) | $0.44 | $0.006 | ||||
| Security Value = Persons' votes(5) | $2,992,276 | $6,418 | 2,998,694 (A) | $3,342,042 | $15,104 | $3,357,147$ (A) |
| llotal number of securities onissue | 80,411,896 | 77,681,296 | 79,296,977 (C) | 77,681,296 | ||
| Market Capitalisation | $35,381,234 | $388,406 | 35,769,641 | $34,890,670 | $466,088 | 35,356,758 |
| Voting power (6) | 8.37% | 0.02% | $8.38%$ (B) | 9.452% | 0.043% | $9.495%$ (B) |
$(A)$ Ordinary unit holders have one vote for each whole $1.00 of unit value held in TIF. Option holders have one vote for each whole $1.00 of option value held in TIF. Therefore, the Security Value is equivalent to the number of votes held by the substantial holder.
$(B)$ As a consequence of the above process of determining the number of votes held by unit and option holders in TIF, the Voting Power is the percentage of the substantial holder's votes over the total pool of votes in TIF. The total pool of votes in TIF is equivalent to the aggregate market capitalisation of TIF ordinary units and options.
$(C)$ Based on latest Daily Unit Buy-Back Notice lodged by TIF on 10 August 2004.
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 ofthe company or scheme, since the substantial holder was last required to give as follows:
| Date ofchange | Person whoserelevant | Nature of change (6) | Consideration given inrelation to change(7) | Class and number ofsecurities affected | Person's votesaffected (1 | |
|---|---|---|---|---|---|---|
| interestchanged | TIF = UNITS; TIFO = OPTIONS | |||||
| 24-Jun-04 | QUE | On-market acquisition byQUE | $975.44 | 99.400 | TIFO | 596 |
| Acquired off-market by QUEpursuant to the exercise ofan option under an OptionAgreement dated 23 June2004 ("Option Agreement") acopy of which was attachedas Annexure "A" in theNotice of change in interestsof substantial holder dated24 June 2004 and therelevant interest in such unitshaving been disclosed | ||||||
| 7-Jul-04 | QUE | therein | $468,664.73 | 997,159 | TIF | 438,750 |
| 8-Jul-04 | CXL | On-market acquisition byCXL | $46,092.00 | 100,000 | TIF | 44,000 |
| 13-Jul-04 | CXL | On-market acquisition byCXL | $248.50 | 27,250 | TIF | 164 |
| 13-Jul-04 | CXL | On-market acquisition byCXL | $20,667.72 | 44,358 | TIF | 19,518 |
| 14-Jul-04 | CXL | On-market acquisition byCXL | $72,518.28 | 155,642 | TIF | 68,482 |
| 15-Jul-04 | CXL | On-market acquisition byCXL | $73.69 | 12,282 | TIF | 74 |
| 15-Jul-04 | CXL | On-market acquisition byCXL | $26,634.72 | 58,421 | TIF | 25,705 |
| 15-Jul-04 | QUE | On-market sale by QUE | $($45,770.00)$ | (100,000) | TIF | (44,000) |
| 16-Jul-04 | CXL | On-market acquisition byCXL | $60.00 | 10,000 | TIFO | 60 |
| 16-Jul-04 CXL | On-market acquisition byCXL | $26,022.23 | 56,638 | TIF | 24,921 | |
| 19-Jul-04 | CXL | On-market acquisition byCXL | $300.00 | 50,000 | TIFO | 300 |
| 19-Jul-04 | CXL | On-market acquisition byCXL | $28,516.92 | 62,000 | TIF | 27,280 |
| 20-Jul-04 | CXL | On-market acquisition byCXL | $23,046.00 | 50,000 | TIF | 22,000 |
| 22-Jul-04 | CXL | On-market acquisition byCXL. | $2,720.96 | 347,374 | TIFO | 2,084 |
| 23-Jul-04 | CXL | On-market acquisition byCXL | $431.66 | 53,957 | TIFO | 324 |
| 26-Jul-04 | CXL | On-market acquisition byCXL | $793.10 | 99,137 | TIFO | 595 |
| 26-Jul-04 | CXL | On-market acquisition byCXL | $14.589.13 | 32.000 | TIF | 14.080 |
| 27-Jul-04 | CXL | On-market acquisition byCXL | $36,700.77 | 80,500 | TIF | 35,420 |
|---|---|---|---|---|---|---|
| 27-Jul-04 | CXL | On-market acquisition byCXL | $147.00 | 21,000 | TIFO | 126 |
| 28-Jul-04 | CXL | On-market acquisition byCXL | $370.12 | 52,874 | TIFO | 317 |
| 28-Jul-04 | CXL | On-market acquisition byCXL | $21,370.33 | 46,874 | TIF | 20,625 |
| 2-Aug-04 | CXL | On-market acquisition byCXL. | $4.559.11 | 10.000 | TIF | 4.400 |
| 3-Aug-04 | CXL | On-market acquisition byCXL | $22,612.50 | 50.000 | TIF | 22.000 |
| 3-Aug-04 | CXL | On-market acquisition byCXL. | $6,185.34 | 13,567 | TIF | 5,969 |
| 4-Aug-04 | CXL | On-market acquisition byCXL. | $1,657.75 | 276,291 | TIFO | 1.658 |
| 10-Aug-04 | CXL | On-market acquisition byCXL | $205.77 | 34,295 | TIFO | 206 |
| 10-Aug-04 | CXL | On-market acquisition byCXL. | $45,090.00 | 100,000 | TIF | 44,000 |
| 12-Aug-04 | CXL | On-market acquisition byCXL | $15,397.29 | 34.924 | TIF | 15,367 |
| 12-Aug-04 | CXL | On-market acquisition byCXL | $900.00 | 150,000 | TIFO | 900 |
$(D)$ Refer (A) above.
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder ofrelevant interest | Registeredholder ofsecurities | Person entitled to beregistered as holder® | Nature of relevant interest(6) | Class and number ofsecurities | Person's$v$ otes $(E)$ | |
|---|---|---|---|---|---|---|
| Taken under section 608(1)(a) | 5,703,468 | UNITS | 2,509,526 | |||
| QUE | QUE | QUE | of the Corporations Act to havea relevant interest by reason ofbeing the holder of securitiesin TIF acquired on-market onASX | 1,382,942 | OPTIONS | 8,298 |
| QUE | QUE | QUE | Taken under section 608(1)(a)of the Corporations Act to havea relevant interest by reason ofbeing the holder of securitiesin TIF acquired off-marketunder the Option Agreement | 997,159 | UNITS | 438,750 |
| Taken under section 608(3)(b)of the Corporations Act to havea relevant interest in securities | 894,924 | UNITS | 393,767 | |||
| QUE / CXL | CXL | CXL | in which CXL has a relevantinterest by reason of havingcontrol of CXL | 1,134,460 | OPTIONS | 6,807 |
$(E)$ Refer (A) above.
5. Changes in association
The persons who have become associates(2) of, ceased to be associates of, or have change the nature of their association(9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| Central Exchange Limited ABN 771 000 742 843 ("CXL") | QUE is taken under section 608(3)(b) of the Corporations Act to have a relevantinterest in securities in which CXL has a relevant interest by reason of havingcontrol of CXL |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| QUE | Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000 |
| ' CXL | Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000 |
Signature
print name
capacity 12 August 2004
sign here Victor Ho
date Company Secretary
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eq 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 6 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act.
(6) Include details of:
- $(a)$ any relevant agreement or other circumstance because of which the change in relevant interest occurred. 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
- any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of the voting powers or $(b)$ 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.
(7) 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.
(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Form 604 Corporations Act 671B
Notice of change in interests of substantial holder
| To Company Name/SchemeName | |||
|---|---|---|---|
| ABN 63 003 217 703 | |||
| ABN 66 353 264 714 | |||
| Gresham Technology Management Limitedas Responsible Entity forTECHNOLOGY INVESTMENT FUND | ACN / ABN(TIF) |
1. Details of substantial holder(1)
| Name | ACN / ABN | |
|---|---|---|
| FAROOQ KHAN | (F KHAN) | |
| ISLAND AUSTRALIA PTY LTD | $($ ISLAND $)$ A.C.N. 073 447 300 | |
| SKIN-PLEX LABORATORIES PTY LTD | (SKIN-PLEX) A.C.N. 009 424 560 | |
| THE ESSENTIAL EARTH PTY LTD. | (ESSENTIAL) A.C.N. 009 029 305 | |
There was a change in the interests of the substantial holder on 10 August 2004
The previous notice was given to the company on 24 June 2004
The previous notice was dated 24 June 2004
2. Previous 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 associate(2) had a relevant interest(3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| PREVIOUS NOTICE | PRESENT NOTICE | ||||||
|---|---|---|---|---|---|---|---|
| Class of securities (4) | Ordinary Units(UNITS) | Options (Expirying 30November 2004)(OPTIONS) | TOTALS | UNITS | OPTIONS | TOTALS | |
| Number of securities held bysubstantial holder | 6,800,627 | 1,283,542 | 7,595,551 | 2,517,402 | |||
| Last ASX sale price on: | |||||||
| 24 June 2004 (previous notice) | $0.44 | $0.005 | |||||
| 12 August 2004 (present notice) | $0.44 | $0.006 | |||||
| Security Value = Persons' votes(6) | $2,992,276 | $6,418 | 2,998,694 (A) | $3,342,042 | $15,104 | $3,357,147$ (A) | |
| Total number of securities onissue | 80,411,896 | 77,681,296 | $[79, 296, 977]^{(C)}$ | 77,681,296 | |||
| Market Capitalisation | $35,381,234 | $388,406 | 35,769,641 | $34,890,670 | $466,088 | 35,356,758 | |
| Voting power (6) | 8.37% | $0.02%$ | $8.38%$ (B) | 9.452% | 0.043% | $9.495%$ (B) |
$(A)$ Ordinary unit holders have one vote for each whole $1.00 of unit value held in TIF.
Option holders have one vote for each whole $1.00 of option value held in TIF.
Therefore, the Security Value is equivalent to the number of votes held by the substantial holder.
$(B)$ As a consequence of the above process of determining the number of votes held by unit and option holders in TIF, the Voting Power is the percentage of the substantial holder's votes over the total pool of votes in TIF.
The total pool of votes in TIF is equivalent to the aggregate market capitalisation of TIF ordinary units and options.
$(C)$ Based on latest Daily Unit Buy-Back Notice lodged by TIF on 10 August 2004.
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 ofthe company or scheme, since the substantial holder was last required to give as follows:
| Date ofchange | Person whoserelevantinterest | Nature of change (6) | Consideration given inrelation to change(7) | Class and number ofsecurities affectedTIF = UNITS; TIFO = OPTIONS | Person's votesaffected (1) | |
|---|---|---|---|---|---|---|
| changed | ||||||
| 24-Jun-04 | QUE | On-market acquisition byQUE | $975.44 | 99.400 | TIFO | 596 |
| QUE | Acquired off-market by QUEpursuant to the exercise ofan option under an OptionAgreement dated 23 June2004 ("Option Agreement") acopy of which was attachedas Annexure "A" in theNotice of change in interestsof substantial holder dated24 June 2004 and therelevant interest in such unitshaving been disclosedtherein | |||||
| 7-Jul-04 | $468,664.73 | 997,159 | TIF | 438,750 | ||
| $8 - Jul - 04$ | CXL | On-market acquisition byCXL | $46,092.00 | 100,000 | TIF | 44,000 |
| 13-Jul-04 | CXL | On-market acquisition byCXL | $248.50 | 27,250 | TIF | 164 |
| $13 -$ Jul-04 | CXL | On-market acquisition byCXL | $20,667.72 | 44.358 | TIF | 19,518 |
| 14-Jul-04 | CXL | On-market acquisition byCXL | $72,518.28 | 155,642 | TIF | 68,482 |
| 15-Jul-04 | CXL | On-market acquisition byCXL | $73.69 | 12,282 | TIF | 74 |
| 15-Jul-04 | CXL | On-market acquisition byCXL | $26,634.72 | 58,421 | TIF | 25,705 |
| 15-Jul-04 | QUE | On-market sale by QUE | $($45,770.00)$ | (100,000) | TIF | (44,000) |
| 16-Jul-04 | CXL | On-market acquisition byCXL | $60.00 | 10,000 | TIFO | 60 |
| 16-Jul-04 CXL | On-market acquisition byCXL | $26,022.23 | 56,638 | TIF | 24,921 | |
| 19-Jul-04 | CXL | On-market acquisition byCXL | $300.00 | 50,000 | TIFO | 300 |
| 19-Jul-04 | CXL | On-market acquisition byCXL | $28,516.92 | 62,000 | TIF | 27,280 |
| 20-Jul-04 | CXL | On-market acquisition byCXL | $23,046.00 | 50,000 | TIF | 22,000 |
| 22-Jul-04 | CXL | On-market acquisition byCXL | $2,720.96 | 347,374 | TIFO | 2,084 |
| 23-Jul-04 | CXL | On-market acquisition byCXL | $431.66 | 53,957 | TIFO | 324 |
| 26-Jul-04 | CXL. | On-market acquisition byCXL | $793.10 | 99,137 | TIFO | 595 |
| 26-Jul-04 | CXL | On-market acquisition byCXL | $14,589.13 | 32,000 | TIF | 14,080 |
| 27-Jul-04 | CXL | On-market acquisition byCXL. | $36,700.77 | 80,500 | TIF | 35,420 |
|---|---|---|---|---|---|---|
| 27-Jul-04 | CXL | On-market acquisition byCXL | $147.00 | 21,000 | TIFO | 126 |
| 28-Jul-04 | CXL | On-market acquisition byCXL | $370.12 | 52,874 | TIFO | 317 |
| 28-Jul-04 | CXL | On-market acquisition byCXL | $21,370.33 | 46.874 | TIF | 20,625 |
| 2-Aug-04 | CXL | On-market acquisition byCXL | $4,559.11 | 10.000 | TIF | 4.400 |
| 3-Aug-04 | CXL | On-market acquisition byCXL | $22,612.50 | 50.000 | TIF | 22,000 |
| $3 - Aug-04$ | CXL | On-market acquisition byCXL. | $6,185.34 | 13,567 | TIF | 5.969 |
| 4-Aug-04 | CXL | On-market acquisition byCXL | $1,657.75 | 276,291 | TIFO | 1,658 |
| 10-Aug-04 | CXL | On-market acquisition byCXL | $205.77 | 34.295 | TIFO | 206 |
| 10-Aug-04 | CXL | On-market acquisition byCXL | $45,090.00 | 100,000 | TIF | 44,000 |
| 12-Aug-04 | CXL | On-market acquisition byCXL | $15,397.29 | 34,924 | TIF | 15,367 |
| 12-Aug-04 | CXL | On-market acquisition byCXL | $900.00 | 150,000 | TIFO | 900 |
Refer (A) above. $(D)$
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevantinterest | Registeredholder ofsecurities | Person entitled to beregistered as holder (8) | Nature of relevant interest® | Class and number ofsecurities | Person'svotes (F) | |
|---|---|---|---|---|---|---|
| Taken under section 608(3)(a)of the Corporations Act to have | 6,700,627 | UNITSI | 2,948,276 | |||
| $F$ KHAN $\prime$ISLAND /SKIN-PLEX /ESSENTIAL /QUE | QUE | QUE | a relevant interest in securitiesin which QUE has a relevantinterest by reason of havingvoting power above 20% in$QUE^{\langle E \rangle}$ | 1,382,942 | OPTIONS | 8,298 |
| $F$ KHAN $\prime$ | Taken under section 608(3)(a)of the Corporations Act to havea relevant interest in securities | 894.924 | UNITS | 393.767 | ||
| ISLAND /SKIN-PLEX /ESSENTIAL /QUE / CXL | CXL | CXL | in which QUE has a relevantinterest by reason of havingvoting power above 20% inQUE 7E | 1,134,460 | OPTIONS | 6,807 |
Please also refer to ASIC Form 604 Notice Of Change In Interests Of Substantial Holder lodged by QUE dated 12 $(E)$ August 2004.
$(F)$ Refer (A) above.
5. Changes in association
The persons who have become associates(2) of, ceased to be associates of, or have change the nature of their association(9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| Central Exchange Limited ABN 77'000 742 843 (" CXL ") | QUE is taken under section $608(3)(b)$ of the Corporations Act to have a relevantinterest in securities in which CXL has a relevant interest by reason of havingcontrol of CXL |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| F KHAN | Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000 |
| ISLAND | C/- Attewells, Ground Floor, 83 Havelock Street, West Perth, Western Australia 6005 |
| SKIN-PLEX | C/- Attewells, Ground Floor, 83 Havelock Street, West Perth, Western Australia 6005 |
| ESSENTIAL | C/- Attewells, Ground Floor, 83 Havelock Street, West Perth, Western Australia 6005 |
| QUE | Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000 |
| CXL | Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000 |
Signature
print name
capacity 12 August 2004
sign here Farooq Khan
Personally and as Director of ISLAND, date SKIN-PLEX and ESSENTIAL
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 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 6 of the form
(2) See the definition of "associate" in section 9 of the Corporations Act.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act.
(6) Include details of:
- any relevant agreement or other circumstance because of which the change in relevant interest occurred. If subsection 671B(4) applies, a $(a)$ 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.
(5) 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.
(6) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.