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RAMELIUS RESOURCES LIMITED — Major Shareholding Notification 2020
May 14, 2020
65718_rns_2020-05-14_60ca0d80-b187-40cd-b406-82355a30892b.pdf
Major Shareholding Notification
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604 page 1/2 15 July 2001
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme Spectrum Metals Limited ( Spectrum ) ACN/ARSN 115 770 226
1. Details of substantial holder(1)
Ramelius Resources Limited ( Ramelius ) and each of the other entities listed in Ramelius’ 2019 Annual Report on Name page 98 (as updated from time to time and available on request) (the Ramelius Group Entities ). ACN/ARSN (if applicable) 001 717 540 There was a change in the interests of the substantial holder on 14 /05/ 20 The previous notice was given to the company on 06/05/20 The previous notice was dated 06/05/20
2. Previous and present voting power
| Class of securities (4) | Previous notice | Previous notice | Present notice | Present notice |
|---|---|---|---|---|
| Person’s votes | Voting power (5) | Person’s votes | Voting power (5) | |
| Fully paid ordinary shares | 1,296,897,075 | 90.03% | 1,311,275,035 | 91.03% |
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 are as follows:
| Date of change |
Person whose relevant interest changed |
Nature of change (6) | Consideration given in relation to change (7) |
Class and number of securities affected |
Person’s votes affected |
|---|---|---|---|---|---|
| 14/05/20 | Ramelius and each Ramelius Group Entity |
Acquisition of relevant interests in ordinary shares in Spectrum as a result of acceptances of the takeover offers made pursuant to the bidder’s statement dated 25 February 2020 and any replacements or supplements toit (Offer). |
1 fully paid ordinary share in Ramelius for every 10 fully paid ordinary shares in Spectrum and $0.017 cash per Spectrum share, subject to the terms and conditions of the Offer |
14,377,960 fully paid ordinary shares |
14,377,960 fully paid ordinary shares |
4. Present relevant interests
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 |
|---|---|---|---|---|---|
| Mt Magnet Gold Pty Ltd |
Mt Magnet Gold Pty Ltd |
Mt Magnet Gold Pty Ltd |
Relevant interest under section 608(1) of the Corporations Act |
1,288,118,887 fully paid ordinary shares |
89.65% |
| Ramelius and each Ramelius Group Entity (except for MtMagnet |
Mt Magnet Gold Pty Ltd |
Mt Magnet Gold Pty Ltd |
Relevant interest under section 608(3)(b) of the Corporations Act, by reason of Ramelius having control of Mt Magnet |
1,288,118,887 fully paid ordinary shares |
89.65% |
| Gold Pty Ltd) |
|||||
|---|---|---|---|---|---|
| Mt Magnet Gold Pty Ltd |
Spectrum shareholders to whom the Offer was made and who have accepted the Offer |
Subject to the terms of the Offer, Mt Magnet Gold Pty Ltd |
Relevant Interest under s608(1) and/or s608(8) of the Corporations Act pursuant to the acceptances of the Offer. The shares which are the subject of the acceptances have not yet been transferred into the name of Mt Magnet Gold Pty Ltd. The power of Mt Magnet Gold Pty Ltd to vote or dispose of the shares that are the subject of the acceptances of the Offer is qualified since the Offer has not been declared unconditional and My Magnet Gold Pty Ltd is not presently registered as the holder of the shares. |
23,156,148 fully paid ordinary shares |
1.38% |
| Each of the Ramelius Group Entities (other than Mt Magnet Gold Pty Ltd) |
Spectrum shareholders to whom the Offer was made and who have accepted the Offer |
Subject to the terms of the Offer, Mt Magnet Gold Pty Ltd |
Relevant interest in the ordinary shares referred to above under s608(3)(b) of the Corporations Act, by reason of Ramelius having control of Mt Magnet |
23,156,148 fully paid ordinary shares |
1.38% |
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604 page 2/2 15 July 2001
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 (if applicable) Nature of association
Each of the Ramelius Group Entities is a body corporate that is
Each of the Ramelius Group Entities
controlled by Ramelius
6. Addresses
The addresses of persons named in this form are as follows:
Name Address
Ramelius and each of the Ramelius
Group Entities Level 1, 130 Royal Street, East Perth WA 6004
Spectrum Limited Suite 2/827 Beaufort Street, Inglewood WA 6052
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Signature Richard Jones Capacity: Company Secretary print name
sign here
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date 15/05/2020
DIRECTIONS
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(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.
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(2) See the definition of “associate” in section 9 of the Corporations Act 2001.
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(3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
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(4) The voting shares of a company constitute one class unless divided into separate classes.
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(5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
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(6) Include details of:
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(a) any relevant agreement or other circumstances 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
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(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 2001.
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(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.
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(8) If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write “unknown”.
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(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.