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RAMELIUS RESOURCES LIMITED Major Shareholding Notification 2019

Mar 28, 2019

65718_rns_2019-03-28_6806cb43-a651-437a-8004-d7a6435f54a3.pdf

Major Shareholding Notification

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R T

Ruffer LLP 80 Victoria Street London SWIE 5JL Fax +44 (0)20 7963 8175 www.ruffer.co.uk

28 March 2019

The Manager Company Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000

By electronic lodgement

Dear Sir/Madam

Re: Notice of change of interests of substantial holder - Ramelius Resources Limited

We enclose notice of a change of interests in Ramelius Resources Limited. This notice is given by Ruffer LLP.

Yours faithfully

M-

Tony Allen Compliance Manager

Attach.

VESTORS Ruffer LLP is a limited liability partnership, registered in England with registration number OC305288
PEOPLE The firm's principal place of business and registered office is 80 Victoria Street, London SW1E 5JL
Ruff

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

Jo. Company Name/Scheme Ramelius Resources Limited
ACN/ARSN .001.717.540.
[1] Details of substantial heider(1)
Name
ACTVARISM (if applicable)
Further ii D
There was a change in the interests of the
substantial holder on
27/03/2019
The previous notice was given to the company on
The previous notice was dated
20/09/2018
20/09/2018
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:

________ . 11.11.1 .
AUDIO AUDIO
of securities
Ciass of
Previous natice Present notice
The board contract and the the state of the board of the H. Candidate and the parameter account of the board in the contract of vues
יהמד
Volina
nower
arto e
Jorenn
הח
DOM M E
hailma.
-19.
.
$\neg$ $\neg$ $\neg$ $\neg$ $\neg$ $\neg$ $\neg$ $\neg$
.
ጣ ድጥ 28 RT
-
MA-
a shekar
--
74%
-- -------- ------ -------

3. Changes in relevant Interests

Particulars of each change in, or change in the hature 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

Date of
change
Person whose
ralevant interest
changed
Naturo
O.
DIREKOS
Ω).
Consideration
given in relation
to change (7)
Class and
number of
$\cdots$
cocurities
affected
Person's
votes
affected
See Annexure A

Holder of
relevant
interest

Ruffer LLP

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
Bank of New York Ruffer LLP (on Ruffer LLP has entered 50, 392, 723 50,392,723
Mellon SA/NV behalf of into Investment ordinary
Management Agreements ordinary
(IMAs) under which itshares
LF Ruffer Gold
Fund) serves
85
investment
advisor to
6.000
over
discretionary
clients
collectively.
the
"Accounts"). Only one of
these Account clients is
currently the beneficial
holder of the Issuer's
securities.
being
collective :
investment
scheme called LF Ruffer
Gold Fund. However, in
the future it is possible that
the Issuer's securities may
be held by other Account
clients.
As investment
advisor.
Ruffer LLP is empowered
to exercise all voting rights
and
make
investment
decisions regarding the
Issuer's securities held by
the 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
îЫ
entitled to terminate the
IMA.
in.
certain
oiroumstances by giving
notice to Ruffer LLP.
LLP
Ruffer
may
bd
deemed to have a relevant
änterest in the Ordinary
Fully Paid Shares held for
such Accounts as Ruffer
LLP.
is.
empowered to
exercise all voting rights
make
hnd
investment
decisions regarding the
Issuer's securities held by
the relevant Account of
Accounts.
Bank of New York Melloni
SA/NV is the registered
holder of the securities and
the depositary for LFI
Ruffer Gold Fund.
Accompanying this form is
lan extract of the
investment management
agreement (Annexure B)
between Ruffer LLP and
Link Financial Managers
Limited (the authorised
corporate director of LF
Ruffer - Gold Fund) under -
which Ruffer LLP is
authorised to manage the
bortfolio of LF Ruffer
Gold Fund.

Changes in association

The paraches with have become associates Cipit, commed to be accepted to the consider the conditions (8) with, the adoptation folder in relation to voting interests in the company or acheine are as follows:


Name and ACN/ARSN (if approable)
********
.
Natura of
алзосіаноп

THE REPORT OF A PUBLIC HUBBAN IN HIS HOLD AN ARANG A A A REAL AND A LIGHT COMMUNICATION CONTINUES.

a termin dan bang dari mengangkan dan karang mengentukkan kalah dan mempunyai dan mempunyai dan mempunyai yang dan mempunyai dan mempunyai dan mempunyai dan mempunyai dan mempunyai dan mempunyai dan mempunyai dan mempunyai

--------------------------------------

8. Addresses

The addresses of persons named in this form are as follows:

MINE-Houses

Nome
SAMAREA Account of the
********
.
********
Address
.
10000000000000000000000000000000000000
tur n
mп.
16 F - z a d - Brama v

-184
v Street, London, SWIE 3JL.
'ictoma
---------------------------------------
2 - - - - - - - - - - - - - - - - - - - .
HIII.III.13.3.1.13.3.1.1.3.3.1.1.1.1.

Signature

print name 'Tony Allen 心気の身にな Compliance Manager
sign nere date
1.41
28/03/2019

DIRECTIONS

$(1)$ If there are a number of substantial holders with simitar 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 2001.

$(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

$(4)$ The voting shares of a company constitute one class unless divided into separate classes.

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 $\left( n\right)$ 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 $\left( 0 \right)$ 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, becom'e $(7)$ 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.

If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write "unknown". $\left( 0\right)$

$\langle 9 \rangle$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A

$\frac{1}{\sqrt{2}}\int d^3x\sqrt{2}dx\sqrt{2}dx\sqrt{2}dx$

This is Annexure A of 2 pages referred to in Form $604$ – Notice of change of interests of substantial holder.

Date of
change
Person whose
relevant interest
changed
Nature
۵f
change (6)
Consideration
given in relation.
to change $(7)$
Glass
and
number
٥ſ
securities
affected
Person's
votes
affected
26/09/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$72,343.58 149,532
Ordinary Shares
149,532
27/09/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$45,056.83 92.939
Ordinary Shares
92,939
28/09/2018 Ruffer LLP Purchase of ordinary
shares.
AUD \$105,924.70 219.898
Ordinary Shares
219,989
01/10/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$73,863.33 152,768
Ordinary Shares
152,768
02/10/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$183,574.72 384,772
Ordinary Shares
384,772
30/10/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$2,593.92 6,176 Ordinary
Shaxes
6,176
31/10/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$163,240.05 393,824
Ordinary Shares
393,824
01/11/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$17,546.30 42.953
Ordinary Shares
42,953
09/11/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$26,104.89 63,686
Ordinary Shares
63,686
12/11/2018 Ruffer LLP Purchase of ordinary AUD \$157,265.73
shares
393,361
Ordinary Shares
393,361
13/11/2018 Ruffer LLP Purchase of ordinary AUD \$190,369.96
shares
480,126
Ordinary Shares
480,126
14/11/2018 Ruffer LLP Purchase of ordinary AUD \$108,106.35
shares
277,338
Ordinary Shares
277,338
15/11/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$96,553.58 242,536
Ordinary Shares
242,536
16/11/2018 Ruffer LLP Purchase of ordinary
shares.
AUD \$154,400.00 400,000
Ordinary Shares
400,000
19/11/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$6,457.43 16,630
Ordinary Shares
16,630
20/11/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$3,731.13 9,567 Ordinary
Shares
9,567
Ruffer LLP Purchase of ordinary AUD \$33,030.47 84,824
21/11/2018 shares Ordinary Shares 82,824
22/11/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$26,402.46 67,960
Ordinary Shares
67,960
23/11/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$15,556.34 40,073
Ordinary Shares
40,073
26/11/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$22,989.21 59,419
Ordinary Shares
59,419
26/12/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$193,200.69 480,121
Ordinary Shares
480,121
21/12/2018 Ruffer LLP Purchase of ordinary
shares
AUD \$92,349.18 219,879
Ordinary Shares
219,879
04/01/2019 Ruffer LLP Acquisition of
relevant interests in
fully paid ordinary
shares in Explaurum
(Explaurum
Shares) as a result
of acceptances of the $\,$
takeover offer.
1 fully paid ordinary
share in Ramelius for
every 4 Explaurum
Shares plus \$0.02
cash per Explaurum (Ordinary Shares
Shares, subject to the
terms and conditions
of the offer.
3,183,940 3,183,940
07/02/2019 Ruffer LLP Purchase of ordinary
shares
AUD \$7,806.40 13,940
Ordinary Shares
13,940
08/02/2019 Ruffer LLP Purchase of ordinary
shares
AUD \$57,839.72 $-103,396$
Ordinary Shares
103,396
27/02/2019 Ruffer LLP Sale of ordinary
shares
AUD \$13,206.30 21,232
Ordinary Shares
21,232
05/03/2019 Ruffer LLP Purchase of ordinary
shares
AUD \$115,070.95 202,947
Ordinary Shares
202,947
27/03/2019 Ruffer LLP Sale of ordinary
shares
AUD \$10,062,500.00 11,500,000
Ordinary Shares
11,500,000

$\frac{1}{2}$

Annexure B

This is Annexure B of 1 page referred to in Form $604 -$ Notice of change of interests of substantial holder.

Ruffer I J P

Extract of the Investment Management Agreement (Agreement) between Ruffer LLP (Investment Manager) and Link Financial Managers Limited (LFM) (the authorised corporate director of LF Ruffer Gold Fund (Fund))

  • $2.1°$ Appointment: LFM appoints the Investment Manager as the 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 LFM as a professional client for the purposes of the FSA Handbook. LFM has the right to request re-categorisation as a retall client at any time. LFM has the right to give the Investment Manager instructions from time to time.
  • $2.22$ 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 reasonably to be expected of a professional investment 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 LFM) 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 Depositary exercise all voting and other powers and discretions relating to the Assets, although it is not obliged to do so.

M

$2.4 -$