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ROX RESOURCES LIMITED — Major Shareholding Notification 2023
Jul 9, 2023
65741_rns_2023-07-09_b4bcdb9d-4b31-4357-a498-b73265bb2b56.pdf
Major Shareholding Notification
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Form 604 Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme Rox Resources Limited ( Rox )
ACN/ARSN 107 202 602
1. Details of substantial holder (1)
Name Hawke’s Point Holdings (RRL) L.P. ( Hawke’s Point ) and each of the entities listed in Annexure “A” ( Hawke’s Point Group Entity ). ACN/ARSN (if applicable) Not applicable
There was a change in the interests of the substantial holder on 07/07/2023 The previous notice was given to the company on 20/02/2023 The previous notice was dated 20/02/2023
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 required, to give a substantial holding notice to the company or scheme, are as follows:
| Class of securities (4) |
Previous notice | Previous notice | Present notice | Present notice |
|---|---|---|---|---|
| Person’s votes | Voting power(5) | Person’s votes | Voting power(5) | |
| Ordinary shares | 29,426,292 | 13.12% | 29,426,292 | 8.80% (based on 334,354,260 shares on issue) Hawke’s Point’s voting power has decreased by more than 1% (since its last substantial holding notice) following the issue of 110,000,000 fully paid ordinary shares by Rox on 7 July 2023. |
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 |
Nature of change (6) | Consideration given in relation to change (7) |
Class and number of securities affected |
Person’s votes affected |
|---|---|---|---|---|---|
| Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
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 |
|---|---|---|---|---|---|
| Hawke’s Point | Citicorp Nominees Pty Limited |
Hawke’s Point |
Relevant interest under s 608(1)(b) and (c) of the Corporations Act 2001(Cth), being a relevant interest arising through Hawke’s Point having the right to control the voting or disposal of the shares. |
29,426,292 fully paid ordinary shares |
29,426,292 |
| Each Hawke’s Point Group Entity |
Citicorp Nominees Pty Limited |
Hawke’s Point |
Relevant interest under s 608(3)(a) and/or s 608(3)(b) of the_Corporations Act 2001_(Cth), being a relevant interest held through a body corporate (Hawke’s Point) in which the voting power of the relevant Hawke’s Point Group Entity is more than 20% or which the relevant Hawke’s Point Group Entity controls. |
29,426,292 fully paid ordinary shares |
29,426,292 |
|---|---|---|---|---|---|
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 |
|---|---|
| Not Applicable | Not Applicable |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Hawke’s Point and each Hawke’s Point Group Entity |
Ugland House, Grand Cayman, KY-1104, Cayman Islands |
Signature
| print name Erik Caspersen capacity |
Authorised Signatory |
|---|---|
| sign here date |
7 July 2023 |
| DIRECTIONS | |
| umber of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and | |
| quity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, | |
| ferred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members | |
| ut in paragraph 6 of the form. | |
| ion of "associate" in section 9 of the Corporations Act 2001. | |
| ion of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. | |
| res of a company constitute one class unless divided into separate classes. | |
| otes divided by the total votes in the body corporate or scheme multiplied by 100. | |
| of: |
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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).
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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 on 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 identity 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.
Annexure “A” – Hawke’s Point Group Entities
This is Annexure “A” of 1 page referred to in the Form 604 (Notice of change of interests of Substantial Holder), signed by me and dated 7 July 2023
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………………… Erik Caspersen Authorised Signatory, Hawke’s Point (RRL) L.P.
Hawke’s Point Group Entities
| Group Entities | |
|---|---|
| Entity | ACN/ARSN |
| Hawke’s Point GP Limited | Not applicable |
| Hawke’s Point Manager L.P. | Not applicable |
| TFG Asset Management UK LLP | Not applicable |
| TFG Asset Management US LP | Not applicable |
| Tetragon Financial Group Limited and each of its related bodies corporate |
Not applicable |