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READCLOUD LIMITED Major Shareholding Notification 2018

Feb 6, 2018

65670_rns_2018-02-06_1ebda36d-1da2-4ecb-b24d-27c8d396aa7c.pdf

Major Shareholding Notification

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THORNEY TECHNOLOGIES LTD

ABN: 66 096 782 188

CROSS RELEASE ASX: RCL

7 February 2018

BY ASX ONLINE - 4 pages

Manager Company Announcements ASX Limited Level 10 20 Bond Street SYDNEY NSW 2000

Dear Sir/Madam,

Notice of initial of substantial holder ReadCloud Limited [ASX:RCL]

Following is a Form 603 Notice of initial substantial holder dated 7 February 2018 in accordance with section 671B of the Corporations Act 2001.

Yours sincerely,

CRAIG SMITH ACIS, CPA Secretary

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To: company name/scheme READCLOUDLIMITED
ABN: 44 136 815 891

1. Details of substantial holder

Name Thorney TechnologiesLtdand each of the entitieslisted in the attached Annexure 'A'to this notice.
ACN (if applicable) 096782188

The holder became a substantial holder on 7-Feb-18

2. Details of 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 had a relevant interest in on the date the substantial holder became of substantial holder are as follows:

Class of Securities Number ofsecurities Person's votes Voting power
Ordinary shares 10,750,000 10,750,000 13.44%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest Nature of relevant interest Class and number ofsecurities
Thorney Technologies Ltd Beneficial owner of voting shares 5,000,000 ordinary shares
Associates:
Jasforce Pty Ltd Beneficial owner of voting shares 250,000 ordinary shares
TIGA Trading Pty Ltd Beneficial owner of voting shares 5,000,000 ordinary shares
Beneficial owner of voting shares 5,000,000 ordinary shares
Thorney Investment Group Deemed relevant interest in shares heldby Thorney Technologies Ltd by virtue ofsection 608(3)(b) of the Corporations Act2001 5,000,000 ordinary shares
Urban Land Nominees Pty Ltd Beneficial owner of voting shares 250,000 ordinary share
Coastal Estates Pty Ltd Beneficial owner of voting shares 250,000 ordinary share

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant Registered holder of Person entitled to be Class and number of
interest securities registered as holder securities
Thorney Technologies HSBC Custody Nominees Thorney Technologies 5,000,000 ordinary shares
Ltd (Australia) Ltd Ltd
Thorney InvestmentGroup UBS Nominees Pty Ltd Tiga Trading Pty Ltd 5,000,000 ordinary shares
Jasforce Pty Ltd Jasforce Pty Ltd Jasforce Pty Ltd 250,000 ordinary shares
Urban Land Nominees Urban Land Nominees Pty Urban Land Nominees 250,000 ordinary shares
Pty Ltd Ltd Pty Ltd
Coastal Estates PtyLtd Coastal Estates Pty Ltd Coastal Estates PtyLtd 250,000 ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest Date ofacquisition Cash consideration Class and number ofsecurities
Thorney Technologies Ltd Placement @ 20 cents 5,000,000 ordinary shares
TIGA Trading Pty Ltd 5,000,000 ordinary shares
Jasforce Pty Ltd 7-Feb-18 250,000 ordinary shares
Urban Land Nominees Pty Ltd 250,000 ordinary shares
Coastal Estates Pty Ltd 250,000 ordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name Nature of association
Refer associated entities detailsin Annexure A Under the Corporations Act 2001the entities listed inAnnexure A are deemed associates of Thorney Technologies Ltdin relation to the investment in ReadCloud Limited

7. Addresses

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

Name Address
Thorney Technologies Ltd Level 39, 55 Collins Street, Melbourne 3000
Associated entities Refer Annexure 'A'

Signature

Print name CRAIG SMITH Capacity SECRETARY
Sign here Date 7 February 2018

ANNEXURE 'A'

This is Annexure A referred to in the Form 603 Notice of initial substantial holder signed by me and dated 7 February 2018.

......................................... CRAIG SMITH Secretary

ASSOCIATED ENTITIES DETAILS

Entity Address
Thorney Investment Group
Jamahjo Pty Ltd, ACN 117 488 696 c/- TWF Partners, Level 4, 25 ClaremontStreet, South Yarra, 3141
Thistle Custodians Pty Ltd, ACN 078 027 193 Level 39, 55 Collins Street, Melbourne 3000
Thistle Holdings Pty Ltd, ACN 075 051 464 Level 39, 55 Collins Street, Melbourne 3000
Thorney Alpha Pty Ltd, ACN 162 820 537 Level 39, 55 Collins Street, Melbourne 3000
Thorney Beta Pty Ltd, ACN 162 828 677 Level 39, 55 Collins Street, Melbourne 3000
Thorney Holdings Pty Ltd, ACN 006 262 835 Level 39, 55 Collins Street, Melbourne 3000
Thorney International Pty Ltd, ACN 132 886 698 Level 39, 55 Collins Street, Melbourne 3000
Thorney Investment Group Australia Pty Ltd,ACN 117 488 892 Level 39, 55 Collins Street, Melbourne 3000
Thorney Management Services Pty Ltd, ACN 164 880 148 Level 39, 55 Collins Street, Melbourne 3000
Thorney Omega Pty Ltd, ACN 163 964 636 Level 39, 55 Collins Street, Melbourne 3000
Tiga Property Pty Ltd, ACN 117 811 453 Level 39, 55 Collins Street, Melbourne 3000
Tiga (Ballarat) Pty Ltd, ACN 117 812 030 Level 39, 55 Collins Street, Melbourne 3000
Tiga Finance Pty Ltd, ACN 118 521 412 Level 39, 55 Collins Street, Melbourne 3000
Tiga (Hawthorn) Pty Ltd, ACN 126 952 663 Level 39, 55 Collins Street, Melbourne 3000
Tiga Tails Pty Ltd, ACN 080 534 416 Level 39, 55 Collins Street, Melbourne 3000
Tiga Trading Pty Ltd, ACN 118 961 210 Level 39, 55 Collins Street, Melbourne 3000
Other associates
Coastal Estates Pty Ltd, ACN 004 481 154 c/- TWF Partners, Level 4, 25 ClaremontStreet, South Yarra, 3141
Jasforce Pty Ltd, ACN 007 167 713 c/- TWF Partners, Level 4, 25 ClaremontStreet, South Yarra, 3141
Urban Land Nominees Pty Ltd, ACN 004 753 066 c/- TWF Partners, Level 4, 25 ClaremontStreet, South Yarra, 3141