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RAMELIUS RESOURCES LIMITED Major Shareholding Notification 2020

Jun 28, 2020

65718_rns_2020-06-28_2d4aab22-4713-4a35-a4be-d08ac230be15.pdf

Major Shareholding Notification

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$R$ $U$

Ruffer LLP 80 Victoria Street London SW1E 5JL Fax +44 (0)20 7963 8175 www.ruffer.co.uk

26 June 2020

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

Tony Allen Compliance Manager

Attach.

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Ramelius Resources Limited
ACN/ARSN 001 717 540
1. Details of substantial holder(1)
Name
ACN/ARSN (if applicable)
Ruffer.LLP
There was a change in the interests of the
substantial holder on
The previous notice was given to the company on
The previous notice was dated
24/06/2020
16/03/2020
17/03/2020

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


Class of securities (4)
Previous notice Present notice
Person's votes Voting power (5) Person's votes! Votina power
- (0)
Ordinary Fully Paid 59,805,119 .08% 64,445,7 $8.00\%$

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 follows:

Date of
change
Person whose
relevant interest
changed
http://www.anana.anana.anana.anana.anana.anana.anana.anana.anana.anana.anana.anana.anana.anana.anana.anana.anana.anana.anana.anana.anana
Nature

change
76
Consideration
given in relation
to change $(7)$
Class and
number of
securities
affected
Person's
votes
affected
See Annexure A

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of Registered Person entitled Nature of Class and Person's votes
relevant holder of to be registered relevant number of
interest securities as holder (8) interest (6) securities
Ruffer LLP Bank of New York
Mellon SA/NV
Ruffer LLP (on
behalf of
LF Ruffer Gold
(Fund
Ruffer LLP has entered[64,445,721
into Investment
Management Agreements
(IMAs) under which its hares
investment
serves
35
advisor to over 6,000
discretionary
clients
(collectively,
thd
"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
lclionts.
As investment advisor.l
Ruffer LLP is empowered
to exercise all voting rights
knd
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
$\mathsf{portfolio}(\mathsf{s})$
for
thd
discretionary client and the
discretionary
client
id
entitled to terminate the
IM A
in.
certaini
circumstances by giving
hotice to Rutfer LLP.
Ruffer
LLP
- bej
may
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
make
land
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 LF(
Ruffer Gold Fund.
Accompanying this form is
an 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
portfolio of LF Ruffer
lGold Fund.
64,445,721

5. Changes in association

The persons who have become associates (2) of, ceased 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 scheme are as follows:

Name and ACN/ARSN
epplicable.
ature
association
۰OI
1
N/A

6. Addresses

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

Name nuu voo
180
/ictoria Street, London, '
SWIE SJL

Signature

print name Tony Allen capacity Compliance Manager
sign here $\mathcal{H}$ date 26/06/2020

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 $(1)$ 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.
  • $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
  • $(6)$ 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 $(a)$ 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 $(b)$ 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.

  • $(7)$ 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, becom'e 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". $(8)$
  • $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

GUIDE This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 604.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

Annexure A

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 of
change (6)
Consideration
given in relation
to change (7)
Class
and
number
۵f
securities
affected
Person's
votes
affected
17/03/2020 Ruffer LLP Purchase of ordinary
shares
AUD \$1,365,114.91 1,613,611
Ordinary Shares
1,613,611
19/03/2020 Ruffer LLP shares Purchase of ordinary AUD \$1,421,537.12 1,644,346
Ordinary Shares
1,644,346
20/03/2020 Ruffer LLP Purchase of ordinary
shares
AUD \$641,050.95 742,043
Ordinary Shares
742,043
23/03/2020 Ruffer LLP shares Purchase of ordinary AUD \$1,438,370.00 1,700,000
Ordinary Shares
1,700,000
27/03/2020 Ruffer LLP Purchase of ordinary
shares
AUD \$2,029,600.00 2,000,000
Ordinary Shares
2,000,000
01/04/2020 Ruffer LLP Purchase of ordinary
shares
AUD \$192,192.58 204,569
Ordinary Shares
204,569
02/04/2020 Ruffer LLP Purchase of ordinary
shares
AUD \$747,148.34 795,431
Ordinary Shares
795,431
03/04/2020 Ruffer LLP Purchase of ordinary
shares
AUD \$901,570.19 939,625
Ordinary Shares
939,625
06/04/2020 Ruffer LLP Purchase of ordinary
shares
AUD \$928.15 977 Ordinary
Shares
977
01/06/2020 Ruffer LLP Sale of ordinary
shares
AUD \$5,497.09 3,071 Ordinary
Shares
3,071
02/06/2020 Ruffer LLP Sale of ordinary
shares
AUD \$858,339.13 478,210
Ordinary Shares
478,210
15/06/2020 Ruffer LLP Sale of ordinary
shares
AUD \$854,822.10 476,835
Ordinary Shares
476,835
16/06/2020 Ruffer LLP Sale of ordinary
shares
AUD \$1,869,348.27 1,041,884
Ordinary Shares
1,041,884
18/06/2020 Ruffer LLP Sale of ordinary
shares
AUD \$965,474.55 539,311
Ordinary Shares
539,311
19/06/2020 Ruffer LLP Sale of ordinary
shares
AUD \$825,232.21 460,689
Ordinary Shares
460,689
22/06/2020 Ruffer LLP Sale of ordinary
shares
AUD \$2,017,900.00 1,000,000
Ordinary Shares
1,000,000
24/06/2020 Ruffer LLP Sale of ordinary
shares
AUD \$2,162,700.00 1,000,000
Ordinary Shares
1,000,000
------------ ------------ ---------------------------- -------------------- ------------------------------ -----------

Allan

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 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 FCA Handbook. LFM has the right to request re-categorisation as a retail client at any time. LFM 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 FCA Rules and will act in good faith and with the skill and care a professional expected of reasonably to be 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 FCA 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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