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Resolute Mining Limited — Major Shareholding Notification 2022
Nov 23, 2022
10548_rns_2022-11-23_cd815b76-a4f6-4974-b06e-fd1439673a19.pdf
Major Shareholding Notification
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Form 604
| Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder |
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| To: Company Name/Scheme: Resolute Mining Limited ACN/ARSN 097 088 689 1. Details of substantial holder Name There was a change in the interests of the 18 November 2022 substantial holder on The previous notice was given to the company on 22 November 2022 The previous notice was dated 22 November 2022 The holder became aware on 22 November 2022 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 had a relevant interest in when last required, and when now required, to give a substantial holding notice to the company or scheme are as follows: Mitsubishi UFJ Financial Group, Inc. |
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| Class of securities Previous notice |
Present notice | |
| Person’s votes Voting power (%) |
Person’s votes | Voting power (%) |
| Fully Paid ordinary shares 6.42% 70,853,441 |
90,447,282 | 5.31% |
| 3. Changes in relevant interest 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: |
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| Consideration given in relation to change Person whose relevant interest changed Nature of change Date of change |
Class and number of securities affected |
Person's votes affected |
| See annexure A to this notice | ||
| 4.Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows: |
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| Registered holder of securities Holder of relevant interest Person entitled to be registered as holder Nature of relevant interest |
Class and number of securities |
Person's votes |
| Mitsubishi UFJ Financial Group, Inc. Citibank N A Hong Kong Not applicable Relevant interest in securities that First Sentier Investors Holdings Pty Limited has a relevant interest in under section 608(3) of the Corporations Act as Mitsubishi UFJ Financial Group, Inc. has voting power of 100% in First Sentier Investors Holdings Pty Limited. |
34,777,258 Fully paid ordinary shares |
34,777,258 |
| Mitsubishi UFJ Financial Group, Inc. National Custodian Services Not applicable Relevant interest in securities that First Sentier Investors Holdings Pty Limited has a relevant interest in under section 608(3) of the Corporations Act as Mitsubishi UFJ Financial Group, Inc. has voting power of 100% in First Sentier Investors Holdings Pty Limited. |
9,866,222 Fully paid ordinary shares |
9,866,222 |
| Mitsubishi UFJ Financial Group, Inc. Not applicable HSBC Custody Nominees (Australia) Limited Relevant interest in securities that Morgan Stanley has a relevant interest in under section 608(3) of the Corporations Act as Mitsubishi UFJ Financial Group, Inc. has voting power of over 20% in Morgan Stanley. |
12,461,803 Fully paid ordinary shares |
12,461,803 |
| Mitsubishi UFJ Financial Group, Inc. HSBC Custody Nominees (Australia) Limited Not applicable Relevant interest in securities that Morgan Stanley has a relevant interest in under section 608(3) of the Corporations Act as Mitsubishi UFJ Financial Group, Inc. has voting power of over 20% in Morgan Stanley. |
30,836,957 Fully paid ordinary shares |
30,836,957 |
| Mitsubishi UFJ Financial Group, Inc. Morgan Stanley Australia Securities (Nominee) Pty Limited Not applicable Relevant interest in securities that Morgan Stanley has a relevant interest in under section 608(3) of the Corporations Act as Mitsubishi UFJ Financial Group, Inc. has voting power of over 20% in Morgan Stanley. |
2,505,042 Fully paid ordinary shares |
2,505,042 |
| 5. Changes in association The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the substantial holder in relation to voting interests in the company or scheme are as follows: |
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| Name and ACN/ARSN (if applicable) Nature of association |
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| Not applicable |
6. Addresses
The addresses of persons named in this form are as follows:
Page 1
Form 604
Address
Name Address Mitsubishi UFJ Financial Group, Inc. 2-7-1, Marunouchi, Chiyoda-ku, Tokyo 100-8330, Japan
Signature
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Authorised signatory
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Dated 24 November 2022
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Page 2
Annexure A
Annexure A
This is annexure A of 1 page referred to in Form 604, Notice of change of interest of substantial holder dated 24 November 2022
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Authorised signatory Dated 24 November 2022
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Consideration Person's
Person whose relevant interest
Date of change Nature of change given in relation Class and number of securities affected votes
changed to change affected
Purchase of securities by an
18/11/2022 Mitsubishi UFJ Financial Group, Inc. entity controlled by First 2,138,161.00 2,138,161 Fully Paid ordinary shares 2,138,161
Sentier Investors Holdings
Pty Ltd
Purchase of securities by an
18/11/2022 Mitsubishi UFJ Financial Group, Inc. entity controlled by First 16,482,113.00 16,482,113 Fully Paid ordinary shares 16,482,113
Sentier Investors Holdings
Pty Ltd
Purchase of securities by an
18/11/2022 Mitsubishi UFJ Financial Group, Inc. entity controlled by Morgan 24,937.38 127,884 Fully Paid ordinary shares 127,884
Stanley
Purchase of securities by an
18/11/2022 Mitsubishi UFJ Financial Group, Inc. entity controlled by Morgan 48,880.73 257,267 Fully Paid ordinary shares 257,267
Stanley
Purchase of securities by an
18/11/2022 Mitsubishi UFJ Financial Group, Inc. entity controlled by Morgan 27,424.79 144,341 Fully Paid ordinary shares 144,341
Stanley
Purchase of securities by an
18/11/2022 Mitsubishi UFJ Financial Group, Inc. entity controlled by Morgan 120,312.50 625,000 Fully Paid ordinary shares 625,000
Stanley
Purchase of securities by an
18/11/2022 Mitsubishi UFJ Financial Group, Inc. entity controlled by Morgan 3,819.00 20,100 Fully Paid ordinary shares 20,100
Stanley
Purchase of securities by an
18/11/2022 Mitsubishi UFJ Financial Group, Inc. entity controlled by Morgan 24.83 129 Fully Paid ordinary shares 129
Stanley
Purchase of securities by an
18/11/2022 Mitsubishi UFJ Financial Group, Inc. entity controlled by Morgan 161.88 852 Fully Paid ordinary shares 852
Stanley
Purchase of securities by an
18/11/2022 Mitsubishi UFJ Financial Group, Inc. entity controlled by Morgan 3.23 17 Fully Paid ordinary shares 17
Stanley
Purchase of securities by an
18/11/2022 Mitsubishi UFJ Financial Group, Inc. entity controlled by Morgan 32,300.00 170,000 Fully Paid ordinary shares 170,000
Stanley
18/11/2022 Mitsubishi UFJ Financial Group, Inc. Sale of securities by an entity 1,523.00 7,615 Fully Paid ordinary shares 7,615
controlled by Morgan Stanley
18/11/2022 Mitsubishi UFJ Financial Group, Inc. Sale of securities by an entity 591.50 2,921 Fully Paid ordinary shares 2,921
controlled by Morgan Stanley
18/11/2022 Mitsubishi UFJ Financial Group, Inc. Sale of securities by an entity 871.56 4,304 Fully Paid ordinary shares 4,304
controlled by Morgan Stanley
18/11/2022 Mitsubishi UFJ Financial Group, Inc. Sale of securities by an entity 11,970.76 63,004 Fully Paid ordinary shares 63,004
controlled by Morgan Stanley
18/11/2022 Mitsubishi UFJ Financial Group, Inc. Sale of securities by an entity 1,869.60 9,348 Fully Paid ordinary shares 9,348
controlled by Morgan Stanley
18/11/2022 Mitsubishi UFJ Financial Group, Inc. Sale of securities by an entity 1,344.00 7,168 Fully Paid ordinary shares 7,168
controlled by Morgan Stanley
18/11/2022 Mitsubishi UFJ Financial Group, Inc. Sale of securities by an entity 129.17 654 Fully Paid ordinary shares 654
controlled by Morgan Stanley
18/11/2022 Mitsubishi UFJ Financial Group, Inc. Sale of securities by an entity 4,305.40 21,527 Fully Paid ordinary shares 21,527
controlled by Morgan Stanley
18/11/2022 Mitsubishi UFJ Financial Group, Inc. Sale of securities by an entity 2,799.40 13,997 Fully Paid ordinary shares 13,997
controlled by Morgan Stanley
18/11/2022 Mitsubishi UFJ Financial Group, Inc. Sale of securities by an entity 5,311.57 26,894 Fully Paid ordinary shares 26,894
controlled by Morgan Stanley
Borrow Returned by an entity
18/11/2022 Mitsubishi UFJ Financial Group, Inc. controlled by Morgan Stanley - N/A 214,591 Fully Paid ordinary shares 214,591
see Annexure B
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Page 3
Annexure B
Annexure B
This is annexure B of 1 page referred to in Form 604, Notice of change of interest of substantial holder dated 24 November 2022
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Authorised signatory Dated 24 November 2022
The below schedules are based on the relevant standard agreements. The entity filing the report will, if requested by the company or responsible entity to whom the prescribed form must be given or ASIC, give a copy of the agreement to the company, responsible entity or ASIC.
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Schedule
Type of Agreement Global Master Securities Lending Agreement
Parties to agreement Morgan Stanley & Co. International plc and CITIBANK NA
Transfer Date 20221104; 20221108; 20221117;
Holder of Voting Rights Borrower
Are there any restrictions on voting rights? Yes/N o
If yes, detail Not applicable
Scheduled Return Date (if any) Open
Does the borrower have the right to return early? Yes /No
If yes, detail The Borrower is entitled at any time to terminate a Loan and to redeliver all and any Equivalent Securities due and outstanding to the Lender in accordance with the Lender's instructions.
Does the lender have the right to recall early? Yes /No
If yes, detail The Lender is entitled to terminate a Loan and to call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than the standard settlement time for such Equivalent
Securities on the exchange or in the clearing organisation through which the Loaned Securities were originally delivered.
Will the securities be returned on settlement? Yes /No
If yes, detail any exceptions If the Borrower does not redeliver Equivalent Securities in accordance with the Agreement, the Lender may by written notice to Borrower terminate the Loan forthwith and the Parties' delivery and payment
obligations in respect thereof.
Schedule
Type of Agreement Global Master Securities Lending Agreement
Parties to agreement Morgan Stanley & Co. International plc and JPMORGAN CHASE BANK, N.A.
Transfer Date 20221110; 20221117; 20221118;
Holder of Voting Rights Borrower
Are there any restrictions on voting rights? Yes/N o
If yes, detail Not applicable
Scheduled Return Date (if any) Open
Does the borrower have the right to return early? Yes /No
If yes, detail The Borrower is entitled at any time to terminate a Loan and to redeliver all and any Equivalent Securities due and outstanding to the Lender in accordance with the Lender's instructions.
Does the lender have the right to recall early? Yes /No
If yes, detail The Lender is entitled to terminate a Loan and to call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than the standard settlement time for such Equivalent
Securities on the exchange or in the clearing organisation through which the Loaned Securities were originally delivered.
Will the securities be returned on settlement? Yes /No
If yes, detail any exceptions If the Borrower does not redeliver Equivalent Securities in accordance with the Agreement, the Lender may by written notice to Borrower terminate the Loan forthwith and the Parties' delivery and payment
obligations in respect thereof.
Schedule
Type of Agreement Australian Master Securities Lending Agreement
Parties to agreement Morgan Stanley Australia Securities Limited and NATIONAL AUSTRALIA BANK LIMITED
Transfer Date 20220615; 20220701; 20220708; 20220720; 20220725; 20220726; 20220804; 20220805; 20220808; 20220812; 20220822; 20220823; 20220825; 20220915;
20220929; 20221006; 20221010; 20221011; 20221012; 20221031; 20221104; 20221107; 20221109; 20221117;
Holder of Voting Rights Borrower
Are there any restrictions on voting rights? Yes/N o
If yes, detail Not applicable
Scheduled Return Date (if any) Open
Does the borrower have the right to return early? Yes /No
If yes, detail The Borrower shall be entitled at any time to terminate a particular loan of Securities and to redeliver all and any Equivalent Securities due and outstanding to the Lender in accordance with the Lender's instructions.
Does the lender have the right to recall early? Yes /No
If yes, detail The Lender may call for the redelivery of all or any Equivalent Securities at any time by giving notice on any Business Day of not less than the Standard Settlement Time for such Equivalent Securities or the equivalent time on
the exchange or in the clearing organisation through which the relevant borrowed Securities were originally delivered.
Will the securities be returned on settlement? Yes /No
If yes, detail any exceptions If an Event of Default occurs in relation to either Party, the Parties' delivery and payment obligations shall be accelerated so as to require performance thereof at the time such Event of Default occurs. In such
event the Relevant Value of the Securities to be delivered by each Party shall be established and on the basis of the Relevant Values so established, an account shall be taken of what is due from each Party to the other and the sums due
from one Party shall be set-off against the sums due from the other and only the balance of the account shall be payable.
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