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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. --------------------------------------
,,,,,,,,,,,,,,
------------------------
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
*******
,,,,,,,,,,,,,,,,,,,,,,,,,
----------------------------
  1. 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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