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RAMELIUS RESOURCES LIMITED — Major Shareholding Notification 2017
Dec 14, 2017
65718_rns_2017-12-14_f1a0c731-f101-438b-9481-bae094b1d7aa.pdf
Major Shareholding Notification
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Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| Ramellus Resources Limited | ||||
|---|---|---|---|---|
| To Company Name/Scheme ACN/ARSN |
001.717.540 | |||
| 1. Details of substantial holder(1) | ||||
| Name ACIVARSN (If applicable) |
Ruffect UP | |||
| There was a change in the interests of the substantial holder on |
13/12/2017 | |||
| The previous notice was given to the company on The previous notice was dated |
19/06/2017 19/06/2017 |
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 r
| ##################################### Cless of securities (4) |
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Previous notice ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, |
_________ | Prosent notice -------------------------------------- |
-------------------------------------- |
|---|---|---|---|---|
| power (5) voting ------- |
CALLANT Voling |
|||
| ---- Fully Paid m. *ияъ. . |
104 | 50 . . - 74 |
. A B 4 ID ю -------------------------------------- |
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 substantial holding notice to the company or scheme are as to llows:
| Date of change |
Person whose relevant interest changed |
Nature D. change $\left( 6 \right)$ |
oiven in relation to change (7) |
Class and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| See Annexure A | |||||
Particulars of each relevant interest of the substantial holder in voting securities after the change 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 |
|---|---|---|---|---|---|
| Ruffer LLP | Bank of New York Mellon SA/NV |
Ruffer LLP (on behalf of CF Ruffer Gold Fund) |
Ruffer LLP has entered into Investment Management Agreements (IMAs) under which it serves as investment advisor to over 6,000 discretionary clients (collectively, the "Accounts"). Only one of lthese Account clients is currently the beneficial holder of the Issuer's securities, being a collective investment scheme called CF Ruffer Gold Fund. However, in the future it is possible that the Issuer's securities may be held by other Account lelients. As investment advisor, Ruffer LLP is empowered to exercise all voting rights and make investment decisions regarding the Issuer's securities held by ithe Accounts. Under each IMA, Ruffer LLP is entitled to be paid a fee for managing the portfolio(s) for the discretionary client and the discretionary client is ontitled to terminate the IMA in certain circumstances by giving notice to Ruffer LLP. Ruffer LLP may be deemed to have a relevant Interest in the Ordinary Fully Paid Shares held for such Accounts as Ruffer LLP is empowered to exercise all voting rights and make investment decisions regarding the Issuer's securities held by the relevant Account or Accounts. Bank of New York Mellon! SA/NV is the registered holder of the securities and the depositary for CF Ruffer Gold Fund, Accompanying this form is an extract of the investment management agreement (Annexure B) between Ruffer LLP and Capita Financial Managers Limited (the authorised corporate director of CF Ruffer Gold Fund) under which Ruffer LLP is authorised to manage the portfolio of CF Ruffer lGold Fund. |
43,445,595 ordinary shares |
43,445,595 |
6. Changes in association
The persons who have become associates (2) of, cessed to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or acherre are as follows:
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, . ,,,,,,,,,,,,, Nama CONTROL -------------------------------------- -------- |
-------------------------------------- ______ --------------------------------------- --------------------------------------- ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, oclation . Na -------------------------------------- ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, _____ |
|---|---|
| W. | -------------------------------------- |
| ,,,,,,,,,,,,,, ------------------------ |
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ******* ,,,,,,,,,,,,,,,,,,,,,,,,, ---------------------------- |
- Addresses
The addresses of persons narred in this form are as follows:
| ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Name -------------------------------------- |
--------------------------------------- -------------------------------------- THE RESIDENCE OF RESIDENCE. AQQL622 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ --------------------------------------- -------------------------------------- |
|---|---|
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, . |
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ALC: UNITS l۵۸ SWIE 5JL. TANTANII ICLUITE _________ -------------------------------------- --------------------------------------- |
___ \;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; --------------- |
---------------- _________ --------------------------------------- ,,,,,,,,,,,,,,,,,,,,,,,,, -------------------------------------- . |
Signature
| print name Tony Allen |
Compliance Manager ________ --------------------------------------- -------------------------------------- |
|||
|---|---|---|---|---|
| sign here or to the same of the contract of |
date | 14/12/2017 | ||
| --------------------------------------- | ------------------------- |
********* | --------------- |
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 ann $(1)$ 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. - 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 person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
- $(6)$ Include details of:
- any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any $\left($ a $\right)$ 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 disposal of the securities to ው) 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.
- 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 acquiretion. Details m $\left( 7\right)$ 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.
- If the substantial holder is unable to determine the identity of the person (e.g. if the relevent interest arises because of an option) write "unknown". $^{(8)}$
- Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice, $(9)$
Annexure A
This is Annexure A of 3 pages referred to in Form 604 – Notice of change of interests of substantial holder.
| Date of change |
whose Person relevant interest changed |
Nature of change (6) |
Consideration given in relation to change (7) |
Class and number ٥ľ securities affected |
Person's asicv affected |
|---|---|---|---|---|---|
| 30/06/2017 | Ruffer L.L.P | Purchase of ordinary AUD \$95,122.80 shares |
211,384 Ordinary shares |
211,384 | |
| 03/07/2017 | Ruffer LLP | Purchase of ordinary AUD \$354,877.20 shares |
788,616 Ordinary shares |
788,616 | |
| 04/07/2017 | Ruffer LLP | Purchase of ordinary AUD \$147,907.47 shares |
354,015 Ordinary shares |
354,015 | |
| 05/07/2017 | Ruffer LLP | Purchase of ordinary AUD \$61,313.70 shares |
145,985 Ordinary shares |
145,985 | |
| 07/07/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 15,214.69 shares |
37.109 Ordinary shares |
37,109 | |
| 10/07/2017 | Ruffer LLP | Purchase of ordinary AUD \$53,111.40 shares |
129,540 Ordinary shares |
129,540 | |
| 11/07/2017 | Ruffer LLP | Purchase of ordinary AUD \$104,967.37 shares |
256,268 Ordinary shares |
256,268 | |
| 12/07/2017 | Ruffer LLP | Purchase of ordinary AUD \$31,403.61 shares |
77,083 Ordinary shares |
77,083 | |
| 13/07/2017 | Ruffer LLP | Purchase of ordinary AUD \$119,490.00 shares |
300,000 Ordinary shares |
300,000 | |
| 19/07/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 13,297.44 shares |
34,096 Ordinary shares |
34,095 | |
| 28/07/2017 | Ruffer LLP | Purchase of ordinary AUD 14,921.40 shares |
38,260 Ordinary shares |
38,260 | |
| 24/08/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 20,090.85 shares |
51,515 Ordinary shares |
51,515 | |
| 25/08/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 67,545.47 shares |
176,129 Ordinary shares |
176,129 | |
| 01/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 51,554.98 shares |
127,014 Ordinary shares |
127,014 | |
| 04/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$164.82 shares |
402 Ordinary sharos |
402 | |
| 05/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$3,149.62 shares |
7,682 Ordinary shares |
7,682 |
$H$
| 06/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 6,635.85 shares |
16,185 Ordinary shares |
16,185 |
|---|---|---|---|---|
| 07/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 40,414.74 shares |
98,717 Ordinary shares |
98,717 |
| 08/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$30,357.62 shares |
74.224 Ordinary shares |
74,224 |
| 11/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 51,568.16 shares |
125,776 Ordinary shares |
125,776 |
| 12/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 67,100.90 shares |
168,680 Ordinary shares |
168,680 |
| 13/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$12,515.47 shares |
$\left 31,320\right\rangle$ Ordinary shares |
31,320 |
| 14/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$22,172.68 shares |
56,926 Ordinary shares |
56,926 |
| 18/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$55,283.79 shares |
143,074 Ordinary shares |
143,074 |
| 22/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$44,239.02 shares |
114,431 Ordinary shares |
114,431 |
| 25/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 51,584.00 shares |
135,569 Ordinary shares |
135,569 |
| 27/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$15,737.42 shares |
42,135 Ordinary shares |
42,135 |
| 28/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$43,925.66 shares |
117,637 Ordinary shares |
117,637 |
| 29/09/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 31,167.14 shares |
81,911 Ordinary shares |
81,911 |
| 02/10/2017 | Ruffer LLP | Purchase of ordinary AUD \$36,266.51 shares |
$93,591$ Ordinary shares |
93,591 |
| 03/10/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 18,412.23 shares |
47,986 Ordinary shares |
47,986 |
| 04/10/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 9,743.76 shares |
25,074 Ordinary shares |
25,074 |
| 05/10/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 11,751.09 shares |
30,131 Ordinary shares |
30,131 |
| 06/10/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 12,543.96 shares |
32,164 Ordinary shares |
32,164 |
| 16/10/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 11,454.69 shares |
29,371 Ordinary shares |
29,371 |
| 01/11/2017 | Ruffer LLP | Purchase of ordinary AUD \$ 21,155.25 shares |
56,414 Ordinary shares |
56,414 |
| 123,018 | 123,018 Ordinary shares |
Purchase of ordinary AUD \$46,008.73 shares |
Ruffer LLP | 02/11/2017 |
|---|---|---|---|---|
| 116,375 | 116,375 Ordinary shares |
Purchase of ordinary AUD \$43,640.63 shares |
Ruffer LLP | 13/11/2017 |
| 34,684 | 34,684 Ordinary shares |
Purchase of ordinary AUD \$ 13,006.50 shares |
Ruffer LLP | 14/11/2017 |
| 61,716 | $61.716$ Ordinary shares |
Purchase of ordinary AUD \$ 23,452.08 shares |
Ruffer LLP | 06/12/2017 |
| 188,284 | 188,284 Ordinary shares |
Purchase of ordinary AUD \$71,171.35 shares |
Ruffer LLP | 07/12/2017 |
| 190,000 | 190,000 Ordinary shares |
Purchase of ordinary AUD \$70,250.00 shares |
Ruffer LLP | 08/12/2017 |
| 190,000 | 190,000 Ordinary shares |
Purchase of ordinary AUD \$ 67,184.00 shares |
Ruffer LLP | 12/12/2017 |
| 200,000 | 200,000 Ordinary shares |
Purchase of ordinary AUD \$ 65,940.00 shares |
Ruffer LLP | 13/12/2017 |
Annexure B
This is Annexure B of 1 page referred to in Form 604 – Notice of change of interests of substantial holder.
Ruffer LLP
Extract of the Investment Management Agreement (Agreement) between Ruffer LLP (Investment Manager) and Capita Financial Managers Limited (CFM) (the authorised corporate director of CF Ruffer Gold Fund (Fund))
- Appointment: CFM appoints the Investment Manager as the $2.1$ discretionary investment manager of the Fund (including the Assets) and the Investment Manager accepts such appointment, on the terms and conditions set out in the Agreement. The Investment Manager categorises CFM as a professional client for the purposes of the FSA Handbook. CFM has the right to request re-categorisation as a retail client at any time. CFM has the right to give the Investment Manager instructions from time to time.
- $2.2$ Investment Discretion: The Investment Manager will manage the Fund with a view to achieving the investment objectives and within any restrictions set out in the Instrument, the Prospectus, the Regulations and the FSA Rules and will act in good faith and with the skill and care expected of a professional investment reasonably to be manager. Subject to such restrictions, the Investment Manager, normally acting as agent, will have complete discretion for the account of the Fund (and without prior reference to CFM) to buy, sell, retain, exchange or otherwise deal in investments and other assets, subscribe to issues and offers for sale and accept placings, underwritings and subunderwritings of any Investments, effect transactions on any markets. negotiate and execute counterparty documentation, take all routine or day to day decisions and otherwise act as the Investment Manager considers appropriate in relation to the management of the Fund(s). subject at all times to the Investment Manager's obligations under the FSA Rules and in accordance with Good Industry Practice.
- Voting Rights: The Investment Manager may request that the $2.4$ Depositary exercise all voting and other powers and discretions relating to the Assets, although it is not obliged to do so.
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