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RAREX LIMITED Major Shareholding Notification 2015

Jun 11, 2015

65681_rns_2015-06-11_7ce8056f-7c52-4b33-975c-535225ad3144.pdf

Major Shareholding Notification

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BAKER & MCKENZIE

ASX Market Announcement

Baker & McKenzie ABN 32 266 778 912

AMP Centre Level 27 50 Bridge Street Sydney NSW 2000 Australia -

P.O. Box R126 Royal Exchange NSW 1223 Australia

Tel: +61 2 9225 0200 Fax: +61 2 9225 1595 DX: 218 SYDNEY

www.bakermckenzie.com
Date: 12 June 2015
To: $\begin{array}{ccc} \downarrow & \downarrow & \downarrow \ \downarrow & \downarrow & \downarrow \end{array}$
ASX Market Announcements
Fax: 1300 135 638
Clancy Exploration Limited Fax: $(02)$ 6361 1202
From: Sam Appleton Fax:
Tel:
$+61$ 2 9225 1595
$+61$ 2 8922 5440
Julian Hui Fax:
Tel:
$+61$ 2 9225 1595
$+61$ 2 8922 5606

Pages (w/cover): 10

Re: Clancy Exploration Limited (ASX: CLY) - Notice of Ceasing to be a Substantial Holder (Form 605) from Evo Fund

Dear Sir/Madam

We act for Evo Investment Advisors Ltd in its capacity as the investment advisor of the Evo Fund (the Fund).

Please see enclosed a Notice of Ceasing to be Substantial Holder (Form 605) in relation to the Fund's holding in Clancy Exploration Limited. The Share Transfer Forms giving rise to the need to lodge the Form 605 are enclosed.

Regards

Sam Appleton Senior Associate +61 2 8922 5440 [email protected] Julian Hui Associate +61 2 8922 5606 [email protected]

Encl.

Share Transfer Form 1 - Transfer to Third Party Platform Pty Ltd Share Transfer Form 2- Transfer to Patterson Securities Limited Share Transfer Form 3- Transfer to Patterson Securities Limited

Privacy and Confidentiality Notice

The information contained in this facsimile is intended for the named recipients only. It may contain privileged and confidential information, and if you are not an intended recipient, you must not copy, distribute or take any action in reliance on it. If you have received this facsimile in error, please notify us immediately by collect telephone call and return the original to the sender by mail. We will reimburse you for the postage.

Baker & McKenzie, an Australian Partnership, is a member of Baker & McKenzie International, a Swiss Verein. 2528019-v1\SYDDMS

Form 605

Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder

To Company Name/Scheme Clancy Exploration Limited (CLY)
ACN/ARSN 105 578 756
1.
Details of substantial holder (1)
Name Evo Fund and Evo Investment Advisors Ltd.
ACN/ARSN (if applicable) Not Applicable
The holder ceased to be a substantial holder
on 09/06/2015
The previous notice was given to the
company on
17/11/2014

14/11/2014

$2.$ Changes in relevant interests

The previous notice was dated

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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
Nature of change (4) Consideration
given in relation
to change $(5)$
Class (6) and number
of securities affected
Person's votes
affected
02/06/2015 Evo Fund and Evo
Investment Advisors
Ltd
Off market transfer of 1,000,000
shares to Third Party Platform Pty
Ltd
\$15,000 1,000,000 ORD 1,000,000
05/06/2015 Evo Fund and Evo
Investment Advisors
Ltd
Off market transfer of 1,833,333
to Patersons Securities Limited
\$27,500 1,833,333 ORD 1,833,333
09/06/2015 Evo Fund and Evo
Investment Advisors
Ltd
Off market transfer of 4,666,667
to Patersons Securities Limited
\$70,000 4,666,667 ORD 4,666,667

$31$ Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) 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
Not applicable. Not applicable.

$\overline{4}$ Addresses

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

Name Address
Clancy Exploration Limited (CLY) 3 Corporation Place, Orange, NSW, 2800

2527660-v1\SYDDMS

Evo Fund C/O Evo Investment Advisors Ltd., 2425 Olympic Boulevard, Suite 120E,
Santa Monica, CA, United States 90404
Evo Investment Advisors Ltd. 2425 Olympic Boulevard, Suite 120E, Santa Monica, CA, United States
90404

Signature

Richard Chisholm $\text{capacity}\colon$ Director print name 49 $\text{date}$ 11/06/2015 sign here

2527660-v1\SYDDMS

Directions

  • If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related $\mathbf{I}$ . 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 4 of the form.
  • $\overline{2}$ . See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
  • $31$ See the definition of "associate" in section 9 of the Corporations Act 2001.
  • $4.$ Include details of:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred, $(a)$ 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
  • $(b)$ 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).
  • $\sim$ 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.
    1. The voting shares of the company constitute one class unless divided into separate classes.
  • Give details, if appropriate, of the present association and any change in that association since the last substantial holding $7.$ notice

2527660-y INSYDDMS

TRANSFER FORM FOR NON-MARKET TRANSACTIONS

Use a black pen. Print in CAPITAL letters

1 Stamp Duty if applicable

Full name of Company or
CLANCY EXPLORATION LIMITED
3 WA
2
Corporation
Class
If not fully paid, paid to
Description of Securities
Register
FULLY PAID ORDINARY SHARES
5
4
(Shares, options etc.)
Quantity
Words
Figures
One million fully paid ordinary shares
1,000,000
6
State of Incorporation
Given Name/s
Surname
For Company Use
Full name/s of
BNP PARIBAS NOMINESS PTY LTD
Transferor/s
7

(Seller/s)
7A
Holder
Identification
HIN : X0069084583
Number (must be quoted)
Date of Purchase
/
/
8
Consideration
9
\$
15,000.00
Title
Given Name/s
Surname
Full name/s of
Mr
} THIRD PARTY PLATFORM PTY LTD
10
Mrs
}
Transferee/s
Ms
}
(Buyer/s)
10A
Holder Identification
HIN :
X0058290921
Number (if applicable)
11
GPO BOX 1630
Full postal address of
Transferee/s
SYDNEY
(Buyer/s)
NSW
2001
State/Country
Postcode

I / We the registered holder/s and undersigned seller/s for the above consideration do hereby transfer to the above name/s hereinafter called the Buyer/s the securities as specified above standing in my/our name/s in the books of the above named Company, subject to the several conditions on which I/We held the same at the time of signing hereof and I/We the Buyer/s do hereby agree to accept the said securities subject to the same conditions. I/We have not received any notice of revocation of the Power of Attorney by death of the grantor or otherwise, under which this transfer is signed.

12 Individual or Securityholder 1 Securityholder 2 Securityholder 3
Transferor/s
(Seller/s) sign
here
Director Director/Company Secretary Sole Director and Sole Company Secretary
Day Month Year
13 / /
14 Individual or Securityholder 1 Securityholder 2 Securityholder 3
Transferee/s
(Buyer/s) sign
here Director Director/Company Secretary Sole Director and Sole Company Secretary
Day Month Year
15 / /

HOW TO COMPLETE THE TRANSFER FORM FOR NON-MARKET TRANSACTIONS WHEN TRANSFERRING SHARES IN A LISTED or UNLISTED COMPANY

  1. STAMP DUTY

Transfers of securities that are listed and quoted on an Australian Stock Exchange are exempt from stamp duty. However, Stamp Duty is payable on all other securities by the buyer of the shares and is based on the amount of consideration (refer 8). The stamp duty is calculated at the rate applicable to the state in which the company the securities are held is incorporated. If the company is incorporated outside Australia, the state or territory in which the principal register is located determines the state or territory in which the duty is payable. Transfers must be submitted to the respective State or Territory Stamp Duty office for assessment and payment of any applicable duty.

    1. FULL NAME OF COMPANY OR CORPORATION The full name of the company or corporation in which securities are held.
    1. STATE OF INCORPORATION

State in which the Company (refer 2) is incorporated in. This can be found on the securities certificate, statement or other notices received from the company.

    1. DESCRIPTION OF SECURITIES e.g. FullyPaid OrdinaryShares, 9% Unsecured Convertible Notes etc....
    1. REGISTER The state on which the seller's securities are registered. This can be found on the securities certificate or statement.
    1. QUANTITY Number of securities being transferred (in both words and figures).
    1. FULL NAME OF TRANSFEROR/S OR SELLER/S Full names must be included.
  • 7A. HOLDER IDENTIFICATION NUMBER

This number must be quoted when transferring securities not represented by certificates. That is securities registered on the CHESS (uncertificated) subregister.

  1. CONSIDERATION

Is the full amount paid in settlement of the transfer of securities. Purchases should reflect the market price of shares as at the date of purchase. Market values are quoted in the daily newspapers.

  1. DATE OF PURCHASE

Insert date of purchase or completion of the transfer.

  1. FULL NAME OF TRANSFEREE/S OR BUYER/S Insert the full names of buyer/s (a maximum of three joint holders). Securities may not be registered in the names of a firm or business name, an estate or deceased person, a minor, a fund or a trust.

10A. HOLDER IDENTIFICATION NUMBER

If the buyer is an existing holder in the company and is registered on the CHESS subregister, please quote the existing HIN.

  1. FULL POSTAL ADDRESS OF TRANSFEREE/S OR BUYER/S Insert full address including the postcode. Only one address may be recorded.

12. SELLER SIGNATURE/S

  • (i) Individuals The securityholder must sign
  • (ii) Joint Holdings Where the holding is in more than one name, all of the securityholders must sign
  • (iii) Power of Attorney To sign as power of attorney, you must have already lodged it with the registry.
  • Alternatively, attach a certified photocopy of the power of attorney to this form.
  • (iv) Deceased Estate When the holding is in the name of an estate, all executors/administrators are required to sign. (Probate requirements must also be complied with)
  • (v) Companies Director, CompanySecretary, Sole Director and Sole CompanySecretary can sign.
  • Please indicate the office held under your signature.
    1. DATE SIGNED Insert date signed by the seller/s.
    1. BUYER SIGNATURE/S
  • (vi) Individuals The securityholder must sign
  • (vii) Joint Holdings Where the holding is to be registered in more than one name, all of the proposed securityholders must sign
  • (viii) Power of Attorney To sign as power of attorney, you must have already lodged it with the registry.
    • Alternatively, attach a certified photocopy of the power of attorney to this form.
  • (ix) Deceased Estate When the holding is in the name of an estate, all executors/administrators are required to sign.
    • (Probate requirements must also be complied with)
  • (x) Companies Director, CompanySecretary, Sole Director and Sole Company Secretary can sign.
    • Please indicate the office held under your signature.
    1. DATE SIGNED

Insert date signed by the buyer/s.

  • Note 1. Copies of documents forwarded must be certified as a correct copy by a person who in the State or Territory of certification has the power to witness a Statutory Declaration.
  • Note 2. Transfers or other documents that do not fully meet the company's requirements are liable to be returned unregistered.

TRANSFER FORM FOR NON-MARKET TRANSACTIONS

Use a black pen. Print in CAPITAL letters

1 Stamp Duty if applicable

Full name of Company or CLANCY EXPLORATION LIMITED State of Incorporation
2 Corporation 3 WA
Description of Securities Class
If not fully paid, paid to
Register
4 (Shares, options etc.) FULLY PAID ORDINARY SHARES 5
Quantity Words Figures
6 One million eight hundred & thirty-three thousand three hundred & thirty-three 1,833,333
Full name/s of Given Name/s
Surname
For Company Use
BNP PARIBAS NOMINESS PTY LTD
7 Transferor/s
(Seller/s)
7A Holder
Identification
HIN : X0069084583
Number (must be quoted)
Date of Purchase
8 Consideration \$
27,500.00
/
/
9
Title
Given Name/s
Surname
Full name/s of PATERSONS SECURITIES LIMITED
Mr
}
10 Mrs
}
Transferee/s Ms
}
(Buyer/s)
10A Holder Identification HIN :
C9900100280
Number (if applicable)
11
Full postal address of GPO BOX 1392
Transferee/s MELBOURNE
(Buyer/s)
VIC
State/Country
3001
Postcode

I / We the registered holder/s and undersigned seller/s for the above consideration do hereby transfer to the above name/s hereinafter called the Buyer/s the securities as specified above standing in my/our name/s in the books of the above named Company, subject to the several conditions on which I/We held the same at the time of signing hereof and I/We the Buyer/s do hereby agree to accept the said securities subject to the same conditions. I/We have not received any notice of revocation of the Power of Attorney by death of the grantor or otherwise, under which this transfer is signed.

12
Transferor/s
Individual or Securityholder 1 Securityholder 2 Securityholder 3
(Seller/s) sign
here
Director Director/Company Secretary Sole Director and Sole Company Secretary
Day Month Year
13 / /
14 Individual or Securityholder 1 Securityholder 2 Securityholder 3
Transferee/s
(Buyer/s) sign
here Director Director/Company Secretary Sole Director and Sole Company Secretary
Day Month Year
15 / /

HOW TO COMPLETE THE TRANSFER FORM FOR NON-MARKET TRANSACTIONS WHEN TRANSFERRING SHARES IN A LISTED or UNLISTED COMPANY

  1. STAMP DUTY

Transfers of securities that are listed and quoted on an Australian Stock Exchange are exempt from stamp duty. However, Stamp Duty is payable on all other securities by the buyer of the shares and is based on the amount of consideration (refer 8). The stamp duty is calculated at the rate applicable to the state in which the company the securities are held is incorporated. If the company is incorporated outside Australia, the state or territory in which the principal register is located determines the state or territory in which the duty is payable. Transfers must be submitted to the respective State or Territory Stamp Duty office for assessment and payment of any applicable duty.

    1. FULL NAME OF COMPANY OR CORPORATION The full name of the company or corporation in which securities are held.
    1. STATE OF INCORPORATION

State in which the Company (refer 2) is incorporated in. This can be found on the securities certificate, statement or other notices received from the company.

    1. DESCRIPTION OF SECURITIES e.g. FullyPaid OrdinaryShares, 9% Unsecured Convertible Notes etc....
    1. REGISTER The state on which the seller's securities are registered. This can be found on the securities certificate or statement.
    1. QUANTITY Number of securities being transferred (in both words and figures).
    1. FULL NAME OF TRANSFEROR/S OR SELLER/S Full names must be included.
  • 7A. HOLDER IDENTIFICATION NUMBER

This number must be quoted when transferring securities not represented by certificates. That is securities registered on the CHESS (uncertificated) subregister.

  1. CONSIDERATION

Is the full amount paid in settlement of the transfer of securities. Purchases should reflect the market price of shares as at the date of purchase. Market values are quoted in the daily newspapers.

  1. DATE OF PURCHASE

Insert date of purchase or completion of the transfer.

  1. FULL NAME OF TRANSFEREE/S OR BUYER/S Insert the full names of buyer/s (a maximum of three joint holders). Securities may not be registered in the names of a firm or business name, an estate or deceased person, a minor, a fund or a trust.

10A. HOLDER IDENTIFICATION NUMBER

If the buyer is an existing holder in the company and is registered on the CHESS subregister, please quote the existing HIN.

  1. FULL POSTAL ADDRESS OF TRANSFEREE/S OR BUYER/S Insert full address including the postcode. Only one address may be recorded.

12. SELLER SIGNATURE/S

  • (i) Individuals The securityholder must sign
  • (ii) Joint Holdings Where the holding is in more than one name, all of the securityholders must sign
  • (iii) Power of Attorney To sign as power of attorney, you must have already lodged it with the registry.
  • Alternatively, attach a certified photocopy of the power of attorney to this form.
  • (iv) Deceased Estate When the holding is in the name of an estate, all executors/administrators are required to sign. (Probate requirements must also be complied with)
  • (v) Companies Director, CompanySecretary, Sole Director and Sole CompanySecretary can sign.
  • Please indicate the office held under your signature.
    1. DATE SIGNED Insert date signed by the seller/s.
    1. BUYER SIGNATURE/S
  • (vi) Individuals The securityholder must sign
  • (vii) Joint Holdings Where the holding is to be registered in more than one name, all of the proposed securityholders must sign
  • (viii) Power of Attorney To sign as power of attorney, you must have already lodged it with the registry.
    • Alternatively, attach a certified photocopy of the power of attorney to this form.
  • (ix) Deceased Estate When the holding is in the name of an estate, all executors/administrators are required to sign.
    • (Probate requirements must also be complied with)
  • (x) Companies Director, CompanySecretary, Sole Director and Sole Company Secretary can sign.
    • Please indicate the office held under your signature.
    1. DATE SIGNED

Insert date signed by the buyer/s.

  • Note 1. Copies of documents forwarded must be certified as a correct copy by a person who in the State or Territory of certification has the power to witness a Statutory Declaration.
  • Note 2. Transfers or other documents that do not fully meet the company's requirements are liable to be returned unregistered.

TRANSFER FORM FOR NON-MARKET TRANSACTIONS

Use a black pen. Print in CAPITAL letters

1 Stamp Duty if applicable

Full name of Company or CLANCY EXPLORATION LIMITED State of Incorporation
2 Corporation 3 WA
Description of Securities Class
If not fully paid, paid to
Register
4 (Shares, options etc.) FULLY PAID ORDINARY SHARES 5
Quantity Words Figures
6 Four million six hundred & sixty-six thousand six hundred & sixty-seven 4,666,667
Full name/s of Given Name/s
Surname
For Company Use
BNP PARIBAS NOMINESS PTY LTD
7 Transferor/s
(Seller/s)
7A Holder
Identification
HIN : X0069084583
Number (must be quoted)
Date of Purchase
8 Consideration \$
70,000.00
/
/
9
Title
Given Name/s
Surname
Full name/s of
10 PATERSONS SECURITIES LIMITED
Mr
}
Transferee/s Mrs
}
(Buyer/s) Ms
}
10A Holder Identification
Number (if applicable) HIN :
0056810927
11 Full postal address of GPO BOX 1392
Transferee/s
(Buyer/s) MELBOURNE
VIC
State/Country
3001
Postcode

I / We the registered holder/s and undersigned seller/s for the above consideration do hereby transfer to the above name/s hereinafter called the Buyer/s the securities as specified above standing in my/our name/s in the books of the above named Company, subject to the several conditions on which I/We held the same at the time of signing hereof and I/We the Buyer/s do hereby agree to accept the said securities subject to the same conditions. I/We have not received any notice of revocation of the Power of Attorney by death of the grantor or otherwise, under which this transfer is signed.

12
Transferor/s
Individual or Securityholder 1 Securityholder 2 Securityholder 3
(Seller/s) sign
here
Director Director/Company Secretary Sole Director and Sole Company Secretary
Day Month Year
13 / /
14 Individual or Securityholder 1 Securityholder 2 Securityholder 3
Transferee/s
(Buyer/s) sign
here Director Director/Company Secretary Sole Director and Sole Company Secretary
Day Month Year
15 / /

HOW TO COMPLETE THE TRANSFER FORM FOR NON-MARKET TRANSACTIONS WHEN TRANSFERRING SHARES IN A LISTED or UNLISTED COMPANY

  1. STAMP DUTY

Transfers of securities that are listed and quoted on an Australian Stock Exchange are exempt from stamp duty. However, Stamp Duty is payable on all other securities by the buyer of the shares and is based on the amount of consideration (refer 8). The stamp duty is calculated at the rate applicable to the state in which the company the securities are held is incorporated. If the company is incorporated outside Australia, the state or territory in which the principal register is located determines the state or territory in which the duty is payable. Transfers must be submitted to the respective State or Territory Stamp Duty office for assessment and payment of any applicable duty.

    1. FULL NAME OF COMPANY OR CORPORATION The full name of the company or corporation in which securities are held.
    1. STATE OF INCORPORATION

State in which the Company (refer 2) is incorporated in. This can be found on the securities certificate, statement or other notices received from the company.

    1. DESCRIPTION OF SECURITIES e.g. FullyPaid OrdinaryShares, 9% Unsecured Convertible Notes etc....
    1. REGISTER The state on which the seller's securities are registered. This can be found on the securities certificate or statement.
    1. QUANTITY Number of securities being transferred (in both words and figures).
    1. FULL NAME OF TRANSFEROR/S OR SELLER/S Full names must be included.
  • 7A. HOLDER IDENTIFICATION NUMBER

This number must be quoted when transferring securities not represented by certificates. That is securities registered on the CHESS (uncertificated) subregister.

  1. CONSIDERATION

Is the full amount paid in settlement of the transfer of securities. Purchases should reflect the market price of shares as at the date of purchase. Market values are quoted in the daily newspapers.

  1. DATE OF PURCHASE

Insert date of purchase or completion of the transfer.

  1. FULL NAME OF TRANSFEREE/S OR BUYER/S Insert the full names of buyer/s (a maximum of three joint holders). Securities may not be registered in the names of a firm or business name, an estate or deceased person, a minor, a fund or a trust.

10A. HOLDER IDENTIFICATION NUMBER

If the buyer is an existing holder in the company and is registered on the CHESS subregister, please quote the existing HIN.

  1. FULL POSTAL ADDRESS OF TRANSFEREE/S OR BUYER/S Insert full address including the postcode. Only one address may be recorded.

12. SELLER SIGNATURE/S

  • (i) Individuals The securityholder must sign
  • (ii) Joint Holdings Where the holding is in more than one name, all of the securityholders must sign
  • (iii) Power of Attorney To sign as power of attorney, you must have already lodged it with the registry.
  • Alternatively, attach a certified photocopy of the power of attorney to this form.
  • (iv) Deceased Estate When the holding is in the name of an estate, all executors/administrators are required to sign. (Probate requirements must also be complied with)
  • (v) Companies Director, CompanySecretary, Sole Director and Sole CompanySecretary can sign.
  • Please indicate the office held under your signature.
    1. DATE SIGNED Insert date signed by the seller/s.
    1. BUYER SIGNATURE/S
  • (vi) Individuals The securityholder must sign
  • (vii) Joint Holdings Where the holding is to be registered in more than one name, all of the proposed securityholders must sign
  • (viii) Power of Attorney To sign as power of attorney, you must have already lodged it with the registry.
    • Alternatively, attach a certified photocopy of the power of attorney to this form.
  • (ix) Deceased Estate When the holding is in the name of an estate, all executors/administrators are required to sign.
    • (Probate requirements must also be complied with)
  • (x) Companies Director, CompanySecretary, Sole Director and Sole Company Secretary can sign.
    • Please indicate the office held under your signature.
    1. DATE SIGNED

Insert date signed by the buyer/s.

  • Note 1. Copies of documents forwarded must be certified as a correct copy by a person who in the State or Territory of certification has the power to witness a Statutory Declaration.
  • Note 2. Transfers or other documents that do not fully meet the company's requirements are liable to be returned unregistered.