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SCHOOLBLAZER LIMITED — Major Shareholding Notification 2007
Sep 13, 2007
65751_rns_2007-09-13_f47da1f3-039a-47a8-b794-803258343bab.pdf
Major Shareholding Notification
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Level 5, 34 Hunter Street Phone: +612 9221 7155 Sydney NSW 2000 Fax: +612 9233 2713 GPO Box 4406 Email: [email protected] Sydney NSW 2001 Web: www.hgl.com.au
14 September 2007
Ms Ouafaa Karim Secretary Hunter Hall International Limited Level 2 60 Castlereagh Street SYDNEY NSW 2000
Dear Ms Karim
We enclose a Form 604 – Notice of change of interests of substantial holder given by HGL’s 100% owned subsidiary HGL Group Pty Limited. This notice has been necessitated by the dilution of HGL’s shareholding due to HHL’s increases in its share capital.
Yours faithfully HGL Limited
Peter Caldelis Secretary
HGL Limited ABN 25 009 657 961
investing in businesses
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
Hunter Hall International Limited
ACN/ARSN
059 300 426
1. Details of substantial holder (1)
Name HGL Group Pty Limited and each body corporate listed in Annexure A ACN/ARSN (if applicable) 079 732 068
There was a change in the interests of the substantial holder on
12 September 2007
The previous notice was given to the company on 18 March 2003
The previous notice was dated 18 March 2003
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) | |
| Ordinaryfully paid shares | 1,575,523 | 6.87% | 1,480,635 | 5.85% |
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 |
|---|---|---|---|---|---|
| Refer Annexure B | |||||
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 |
|---|---|---|---|---|---|
| Refer Annexure C | |||||
page 2/2 15 July 2001
604
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 (if applicable) | Nature of association |
|---|---|
| Not applicable | Not applicable |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| HGL GroupPtyLimited | Level 5,34 Hunter Street SydneyNSW 2000 |
| Julian Constable | 15 Eastgate Avenue,Killara NSW 2071 |
| Julian Constable Bear Trust | 15 Eastgate Avenue,Killara NSW 2071 |
| Kevin Eley as trustee for the KJ Eley Superannuation Fund |
Level 5, 34 Hunter Street Sydney NSW 2000 |
Signature
| print name Peter Caldelis capacity Secretary |
|---|
| sign here date 14 September 2007 |
| DIRECTIONS |
| ber of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and |
| ity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially |
| be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of |
| y set out in paragraph 6 of the form. |
| of “associate” in section 9 of the Corporations Act 2001. |
| of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001. |
| s of a company constitute one class unless divided into separate classes. |
| es divided by the total votes in the body corporate or scheme multiplied by 100. |
| : |
| vant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a |
| any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any |
| scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or |
| ment; and |
| ification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of |
| rities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). |
| of “relevant agreement” in section 9 of the Corporations Act 2001. |
| nsideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or |
| itled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a |
| tails must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if |
| directly to the person from whom the relevant interest was acquired. |
| holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown”. |
| propriate, of the present association and any change in that association since the last substantial holding notice. |
-
(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.
-
(2) See the definition of “associate” in section 9 of the Corporations Act 2001.
-
(3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
-
(4) The voting shares of a company constitute one class unless divided into separate classes.
-
(5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
-
(6) Include details of:
-
(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
-
(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.
-
(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.
-
(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”.
-
(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
ANNEXURE A
| Entity | ACN | Address |
|---|---|---|
| HGL Limited | 009 657 961 | Level 5, 34 Hunter St, SydneyNSW 2000 |
| HGL GroupSuperannuation Fund PtyLtd | 003 185 993 | as above |
| Kinsole PtyLtd | 003 516 452 | as above |
| Garnet Producers PtyLtd | 008 471 832 | as above |
| Garnet Millers Australia PtyLtd | 008 908 227 | as above |
| Hancock & Gore Superannuation Fund PtyLtd | 008 367 771 | as above |
| Martin Wells Holdings PtyLtd | 008 435 167 | as above |
| Martin Wells PtyLtd | 000 116 905 | as above |
| Solander Holdings PtyLtd | 002 786 281 | as above |
| Anitech PtyLtd | 000 118 212 | as above |
| Aarque Reprographics Systems PtyLtd | 000 100 265 | as above |
| RKM PtyLtd | 077 401 275 | as above |
| Optical Investment Fund of Australia PtyLtd | 075 483 662 | as above |
| TJB Finance PtyLtd | 085 663 921 | as above |
| Eycon ImagingPtyLtd | 072 023 208 | as above |
| BOC Ophthalmic Instruments PtyLtd | 065 092 248 | as above |
| Leutenegger PtyLtd | 056 512 031 | as above |
| Craigie Securities PtyLtd | 009 950 181 | as above |
| Mountcastle Holdings PtyLtd | 009 950 190 | as above |
| Mountcastle PtyLtd | 009 661 643 | as above |
| J. Leutenegger PtyLtd | 056 414 647 | as above |
| Radda PtyLtd | 094 263 555 | as above |
| HGL CompanySix PtyLtd | 079 744 166 | as above |
| HGL GroupPtyLtd | 079 732 068 | as above |
| Hancock & Gore PtyLtd | 091 712 104 | as above |
| HGL CompanyTwo PtyLtd | 091 712 159 | as above |
| Createc PtyLtd | 094 263 537 | as above |
| HGL CompanyFour PtyLtd | 094 263 546 | as above |
| AMCLA PtyLtd | 103 939 420 | as above |
| HGL CompanyEight PtyLtd | 103 939 439 | as above |
| HGL CompanyNine PtyLtd | 103 939 466 | as above |
| HGL CompanyTen PtyLtd | 103 939 457 | as above |
| HGL CompanyEleven PtyLtd | 109 447 298 | as above |
| HGL CompanyTwelve PtyLtd | 109 447 421 | as above |
| HGL CompanyThirteen PtyLtd | 109 447 369 | as above |
1
ANNEXURE A - continued
| Entity | ACN | Address |
|---|---|---|
| HGL CompanyFourteen PtyLtd | 109 447 332 | Level 5, 34 Hunter St, SydneyNSW 2000 |
| HGL CompanyFifteen PtyLtd | 109 447 332 | as above |
| HGL CompanySixteen PtyLtd | 109 447 261 | as above |
| Neltaro PtyLtd | 002 994 149 | as above |
| BLC Cosmetics PtyLtd | 001 213 529 | as above |
| Minimbah Enterprises PtyLtd | 004 009 474 | as above |
| Hamlon PtyLtd | 002 489 214 | as above |
| Trutex PtyLtd | 109 402 762 | as above |
| Baker & McAuliffe Holdings PtyLimited | 059 756 811 | as above |
| Biante PtyLtd | 067 134 409 | as above |
| The Point-of-Sale Centre New Zealand Ltd | N/A | 483 Rosebank Road, Avondale, Auckland New Zealand |
| Aarque Graphics New Zealand Ltd | N/A | 8 Te Pai Place, Henderson, Auckland, New Zealand |
| Ace Graphic Systems Ltd | N/A | as above |
| Aarcato Properties Ltd | N/A | as above |
This is Annexure A of 2 pages referred to in Form 604 - Notice of change of interests of substantial holder signed and dated 14 September 2007.
Peter Caldelis Secretary HGL Group Pty Limited
2
ANNEXURE B
| Date of change | Person whose relevant interest changed |
Nature of change (6) |
Consideration given in relation to change (7) – Cash ($) |
Class and Number of securities affected – (Ordinary shares in each case) |
Person’s votes affected |
|---|---|---|---|---|---|
| 7 April 2003 | HGL Group Pty Ltd and each body corporate listed in Annexure A |
On market sale | (5,005.00) | (1,300) | (1,300) |
| 8 April 2003 | HGL Group Pty Ltd and each body corporate listed in Annexure A |
On market sale | (54,244.68) | (13,986) | (13,986) |
| 30 April 2003 | HGL Group Pty Ltd and each body corporate listed in Annexure A |
On market sale | (38,500.00) | (10,000) | (10,000) |
| 9 September 2003 | HGL Group Pty Ltd and each body corporate listed in Annexure A |
On market sale | (56,533.71) | (13,640) | (13,640) |
| 10 September 2003 | HGL Group Pty Ltd and each body corporate listed in Annexure A |
On market sale | (31,132.80) | (7,360) | (7,360) |
| 11 September 2003 | HGL Group Pty Ltd and each body corporate listed in Annexure A |
On market sale | (8,866.08) | (2,096) | (2,096) |
| 12 September 2003 | HGL Group Pty Ltd and each body corporate listed in Annexure A |
On market sale | (55,433.00) | (13,100) | (13,100) |
| 15 September 2003 | HGL Group Pty Ltd and each body corporate listed in Annexure A |
On market sale | (42,300.00) | (10,000) | (10,000) |
| 19 September 2003 | HGL Group Pty Ltd and each body corporate listed in Annexure A |
On market sale | (16,920.00) | (4,000) | (4,000) |
| 22 September 2003 | HGL Group Pty Ltd and each body corporate listed in Annexure A |
On market sale | (37,008.27) | (8,749) | (8,749) |
| 23 September 2003 | HGL Group Pty Ltd and each body corporate listed in Annexure A |
On market sale | (4,462.65) | (1,055) | (1,055) |
| 23 October 2003 | HGL Group Pty Ltd and each body corporate listed in Annexure A |
On market sale | (29,160.00) | (6,480) | (6,480) |
| 27 October 2003 | HGL Group Pty Ltd and each body corporate listed in Annexure A |
On market sale | (4,540.50) | (1,009) | (1,009) |
ANNEXURE B – continued
| Date of change | Person whose relevant interest changed |
Nature of change (6) |
Consideration given in relation to change (7) – Cash ($) |
Class and Number of securities affected – (Ordinary shares in each case) |
Person’s votes affected |
|---|---|---|---|---|---|
| 27 March 2006 | HGL Group Pty Ltd and each body corporate listed in Annexure A |
On market sale | (55,300.00) | (7,000) | (7,000) |
| 11 April 2003 | Julian Constable | DRP | 187.24 | 154 | 154 |
| 28 July 2003 | Julian Constable | On market purchase | 11,010.23 | 3,000 | 3,000 |
| 26 September 2003 | Julian Constable | DRP | 221.67 | 57 | 57 |
| 5 December 2003 | Julian Constable | On market sale | (9,980.00) | (2,000) | (2,000) |
| 6 January 2004 | Julian Constable | On market sale | (5,574.20) | (1,033) | (1,033) |
| 23 March 2004 | Julian Constable | DRP | 512.07 | 81 | 81 |
| 17 September 2004 | Julian Constable | DRP | 314.14 | 50 | 50 |
| 23 March 2005 | Julian Constable | DRP | 385.77 | 54 | 54 |
| 19 September 2005 | Julian Constable | DRP | 460.98 | 79 | 79 |
| 31 March 2006 | Julian Constable | DRP | 495.93 | 71 | 71 |
| 29 September 2006 | Julian Constable | DRP | 687.96 | 78 | 78 |
| 30 March 2007 | Julian Constable | DRP | 484.70 | 40 | 40 |
| 11 April 2003 | Julian Constable Bear Trust |
DRP | 363.99 | 156 | 156 |
| 26 September 2003 | Julian Constable Bear Trust |
DRP | 74.56 | 35 | 35 |
| 23 March 2004 | Julian Constable Bear Trust |
DRP | 415.72 | 67 | 67 |
| 17 September 2004 | Julian Constable Bear Trust |
DRP | 255.20 | 41 | 41 |
| 3 February 2005 | Julian Constable Bear Trust |
On market purchase | 21,660.00 | 3,000 | 3,000 |
| 23 March 2005 | Julian Constable Bear Trust |
DRP | 814.46 | 92 | 92 |
| 19 September 2005 | Julian Constable Bear Trust |
DRP | 968.96 | 166 | 166 |
| 31 March 2006 | Julian Constable Bear Trust |
DRP | 1,042.41 | 151 | 151 |
2
ANNEXURE B – continued
| Date of change | Person whose relevant interest changed |
Nature of change (6) |
Consideration given in relation to change (7) – Cash ($) |
Class and Number of securities affected – (Ordinary shares in each case) |
Person’s votes affected |
|---|---|---|---|---|---|
| 29 September 2006 | Julian Constable Bear Trust |
DRP | 1,446.48 | 164 | 164 |
| 30 March 2007 | Julian Constable Bear Trust |
DRP | 1,019.15 | 83 | 83 |
| 30 March 2007 | KJ Eley as trustee for the KJ Eley Superannuation Fund |
DRP | 3,740.00 | 301 | 301 |
This is Annexure B of 3 pages referred to in Form 604 - Notice of change of interests of substantial holder signed and dated 14 September 2007.
Peter Caldelis Secretary HGL Group Pty Limited
3
ANNEXURE C
| 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 affected – (Ordinary shares in each case) |
Person’s votes |
|---|---|---|---|---|---|
| HGL Group Pty Ltd and each body corporate listed in Annexure A |
HGL Group Pty Ltd | HGL Group Pty Ltd | Legal & beneficial owner |
1,452,169 | 1,452,169 |
| Julian Constable | Julian Constable | Julian Constable | Legal & beneficial owner |
2,631 | 2,631 |
| Julian Constable Bear Trust | Julian Constable | Julian Constable | Registered holder |
5,534 | 5,534 |
| KJ Eley as trustee for the KJ Eley Superannuation Fund |
KJ Eley as trustee for the KJ Eley Superannuation Fund |
KJ Eley as trustee for the KJ Eley Superannuation Fund |
Registered holder |
20,301 | 20,301 |
This is Annexure C of 1 page referred to in Form 604 - Notice of change of interests of substantial holder signed and dated 14 September 2007.
Peter Caldelis Secretary HGL Group Pty Limited