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SCHOOLBLAZER LIMITED Major Shareholding Notification 2014
65751_rns_2014-09-22_aa326164-98fe-455f-a37c-4f1a93536a6f.pdf
Major Shareholding Notification
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SEP-23-2014 06:53PM FROM-HENRY DAVIS YORK +61-2-99476991 T-369 P.001/007 F-086
HENRY DAVIS YORK
23 September 2014
Our Ref LQM//PZL/3114237
The Manager
Company Announcements
Australian Stock Exchange Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000
Facsimile: 1300 135 638
Dear Manager
HGL Limited (ACN 009 657 961) (HNG)
Form 604: Notice of change in interests of substantial holder
Please find enclosed a Form 604: Notice of change in interests of substantial holder for:
- Mrs Ida Constable;
- IJV Investments Pty Ltd (ACN 162 908 296);
- Licon Trading;
- Mr David Constable;
- Kitwood Pty Ltd (ACN 010 205 099);
- Ms Lola Lichter;
- Ms Virginia Little;
- Trina Investments Pty Ltd (ACN 000 540 796);
- Armada Trading Pty Ltd (ACN 001 149 097); and
- Supervised Investments Australia Limited (ACN 125 850 305).
Yours faithfully
Henry Davis York
Lucinda McCann
Partner
+61 2 9947 6070
[email protected]
encl
16093663_1
44 Martin Place Sydney NSW 2000 Australia 61 2 9947 60/10
SEP-23-2014 06:53PM FROM-HENRY DAVIS YORK
+61-2-99476991
T-369 P.002/007 F-086
604 page 1/6 July 2001
Form 604
Corporations Law
Section 671B
Notice of change in interests of substantial holder
To Company Name/Scheme HGL Limited (HNG)
ACN/ARSN 009 657 961
1. Details of substantial holder (1)
Name Mrs Ida Constable, IJV Investments Pty Ltd (ACN 162 908 296), Licon Trading, Mr David Constable, Kitwood Pty Ltd (ACN 010 205 099), Ms Lola Lichter, Ms Virginia Little, Trina Investments Pty Ltd (ACN 000 540 796), Armada Trading Pty Ltd (ACN 001 149 097) and Supervised Investments Australia Limited (ACN 125 850 305) ("The Holders")
ACN/ARSN (if applicable) As above
There was a change in the interests of the substantial holder on 22/09/14
The previous notice was given to the company on 27/05/14
The previous notice was dated 26/05/14
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) has 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 | Present notice | ||
|---|---|---|---|---|
| Person's votes | Voting power (5) | Person's votes | Voting power (5) | |
| FPO Shares | 9,949,544 | 17.5% | 10,466,034 | 19.4% |
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 |
|---|---|---|---|---|---|
| SEE ANNEXURE A |
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 |
|---|---|---|---|---|---|
| SEE ANNEXURE B |
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604 page 2/6 July 2001
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 |
|---|---|
| Julian Constable | Association has ceased |
| Supervised Investments Australia Limited | Profit-sharing arrangement with Armida Trading Pty Ltd and Trina Investments Pty Ltd |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| See Annexure C | |
Signature
print name DMVIO 2014 CONSTRAINT
copy DIRECTOR
sign here 000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (e.g. 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 3 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.
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604 page 3/6 July 2001
(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.
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604 page 4/6 July 2001
ANNEXURE A - CHANGES IN RELEVANT INTERESTS
| Date of Change | Person whose relevant Interest changed | Nature of change | Consideration given in relation to change | Class and number FPO securities affected | Persons notes affected |
|---|---|---|---|---|---|
| 2/06/2014 | Armada Trading | ON MARKET PU-ICHASE | $4,709 | 8,692 | 8,692 |
| 4/08/2014 | Trina Investments | ON MARKET PU-ICHASE | $6,598 | 12,178 | 12,178 |
| 4/08/2014 | Armada Trading | ON MARKET PU-ICHASE | $21,682 | 40,020 | 40,020 |
| 5/06/2014 | Trina Investments | ON MARKET PU-ICHASE | $9,622 | 17,500 | 17,500 |
| 5/06/2014 | Armada Trading | ON MARKET PU-ICHASE | $39,497 | 70,000 | 70,000 |
| 19/06/2014 | Trina Investments | ON MARKET PU-ICHASE | $5,719 | 10,000 | 10,000 |
| 19/06/2014 | Armada Trading | ON MARKET PU-ICHASE | $22,875 | 40,000 | 40,000 |
| 23/06/2014 | Armada Trading | ON MARKET PU-ICHASE | $57 | 100 | 100 |
| 24/06/2014 | Trina Investments | ON MARKET PU-ICHASE | $3,533 | 6,177 | 6,177 |
| 24/06/2014 | Armada Trading | ON MARKET PU-ICHASE | $14,129 | 24,707 | 24,707 |
| 25/06/2014 | Armada Trading | ON MARKET PU-ICHASE | $2,741 | 4,793 | 4,793 |
| 26/06/2014 | Trina Investments | ON MARKET PU-ICHASE | $2,502 | 4,535 | 4,535 |
| 26/06/2014 | Armada Trading | ON MARKET PU-ICHASE | $9,509 | 17,232 | 17,232 |
| 27/06/2014 | Trina Investments | ON MARKET PU-ICHASE | $2,855 | 3,174 | 5,174 |
| 27/06/2014 | Armada Trading | ON MARKET PU-ICHASE | $11,421 | 20,697 | 20,697 |
| 30/06/2014 | Trina Investments | ON MARKET PU-ICHASE | $1,927 | 3,493 | 3,493 |
| 30/06/2014 | Armada Trading | ON MARKET PU-ICHASE | $7,709 | 13,971 | 13,971 |
| 1/07/2014 | Armada Trading | ON MARKET PU-ICHASE | $1,507 | 1,825 | 1,825 |
| 2/07/2014 | Trina Investments | ON MARKET PU-ICHASE | $13,244 | 24,000 | 24,000 |
| 2/07/2014 | Armada Trading | ON MARKET PU-ICHASE | $3,311 | 6,000 | 6,000 |
| 4/07/2014 | Trina Investments | ON MARKET PU-ICHASE | $4,415 | 8,000 | 8,000 |
| 4/07/2014 | Armada Trading | ON MARKET PU-ICHASE | $17,658 | 32,000 | 32,000 |
| 7/07/2014 | Armada Trading | ON MARKET PU-ICHASE | $957 | 1,734 | 1,734 |
| 9/07/2014 | Armada Trading | ON MARKET PU-ICHASE | $3,035 | 5,500 | 5,500 |
| 10/07/2014 | Trina Investments | ON MARKET PU-ICHASE | $1,228 | 2,225 | 2,225 |
| 10/07/2014 | Armada Trading | ON MARKET PU-ICHASE | $4,910 | 9,897 | 8,897 |
| 11/07/2014 | Trina Investments | ON MARKET PU-ICHASE | $198 | 3,634 | 3,634 |
| 11/07/2014 | Trina Investments | DIVIDEND PLAN ALLOTMENT | $1,400 | 2,546 | 2,546 |
| 11/07/2014 | Armada Trading | ON MARKET PU-ICHASE | $917 | 1,118 | 1,118 |
| 11/07/2014 | Armada Trading | DIVIDEND PLAN ALLOTMENT | $8,093 | 14,712 | 14,712 |
| 11/07/2014 | Sarah Constable | DIVIDEND PLAN ALLOTMENT | $791 | 1,438 | 1,438 |
| 11/07/2014 | Joseph Constable | DIVIDEND PLAN ALLOTMENT | $791 | 1,438 | 1,438 |
| 18/07/2014 | Trina Investments | ON MARKET PU-ICHASE | $993 | 1,800 | 1,800 |
| 18/07/2014 | Armada Trading | ON MARKET PU-ICHASE | $3,973 | 7,200 | 7,200 |
| 22/07/2014 | Trina Investments | ON MARKET PU-ICHASE | $2,704 | 4,900 | 4,900 |
| 22/07/2014 | Armada Trading | ON MARKET PU-ICHASE | $10,816 | 19,900 | 19,900 |
| 23/07/2014 | Armada Trading | ON MARKET PU-ICHASE | $133 | 241 | 241 |
| 24/07/2014 | Armada Trading | ON MARKET PU-ICHASE | $3,134 | 5,679 | 5,679 |
| 25/07/2014 | Armada Trading | ON MARKET PU-ICHASE | $3,173 | 5,750 | 5,750 |
| 28/07/2014 | Trina Investments | ON MARKET PU-ICHASE | $1,867 | 3,383 | 3,383 |
| 29/07/2014 | Armada Trading | ON MARKET PU-ICHASE | $7,469 | 13,535 | 13,535 |
| 29/07/2014 | Armada Trading | ON MARKET PU-ICHASE | $4,194 | 7,600 | 7,600 |
| 1/08/2014 | Armada Trading | ON MARKET PU-ICHASE | $21,931 | 39,744 | 39,744 |
| 2/08/2014 | The Holders | Sharebuyback of 3,825,857 employee share scheme shares at $0.531 per share and the subsequent cancellation of the shares. This results in increased voting power of the associates. |
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604 page 5/6 July 2001
ANNEXURE B - PRESENT RELEVANT INTERESTS:
| Holder of relevant interest | Registered holder of securities | Person entitled to be registered as holder | Nature of relevant interest | Class and number of securities | Person's votes |
|---|---|---|---|---|---|
| IJV Investments Pty Ltd | IJV Investments Pty Ltd | IJV Investments Pty Ltd | Holder of shares (s608(1)(a)) | 5,600,000 | 5,600,000 |
| Licon Trading | JP Morgan Nominees Australia Ltd | Supervised Investments Australia Limited as trustee for The Supervised Fund | Relevant interest in shares held through Supervised Investments Australia Limited as trustee for The Supervised Fund(s608(3)(a)) | 2,364,091 | 2,237,488 |
| Licon Trading | Bell Potter Nominees Ltd | Licon Trading | Holder of shares (s608(1)(a)) | 30,000 | 30,000 |
| Supervised Investments Australia Limited | Supervised Investments Australia Limited as trustee for The Supervised Fund | Supervised Investments Australia Limited as trustee for The Supervised Fund | Holder of shares (s608(1)(a)) | 1,632,690 | 1,632,690 |
| Mrs Ida Constable | Mrs Ida Constable, IJV Investments Pty Limited and Supervised Investments Australia Limited as trustee for The Supervised Fund | Mrs Ida Constable, IJV Investments Pty Limited and Supervised Investments Australia Limited as trustee for The Supervised Fund | Relevant interest in shares held through IJV Investments Pty Ltd and Licon Trading (s608(3)(b)) | 7,976,744 | 7,850,141 |
| Mrs Ida Constable | Mrs Ida Constable | Mrs Ida Constable | Holder of shares (s608(1)(a)) | 275,000 | 275,000 |
| Ms Virginia Little | Ms Virginia Little | Ms Virginia Little | Holder of shares (s608(1)(a)) | 122,729 | 122,729 |
| Kitwood Pty Ltd | Kitwood Pty Ltd | Kitwood Pty Ltd | Holder of shares (s608(1)(a)) | 886,000 | 886,000 |
| Mr David Constable | Kitwood Pty Ltd | Kitwood Pty Ltd | Relevant interest in shares held by Kitwood Pty Ltd as controller of Kitwood Pty Ltd (s608(3)(b)) | 886,000 | 886,000 |
| Ms Lola Lichter | Ms Lola Lichter | Ms Lola Lichter | Holder of shares (s608(1)(a)) | 25,000 | 25,000 |
| Mr Joseph Constable | Mr Joseph Constable | Mr Joseph Constable | Holder of shares (s608(1)(a)) | 39,438 | 39,438 |
| Ms Sarah Constable | Ms Sarah Constable | Ms Sarah Constable | Holder of shares (s608(1)(a)) | 39,438 | 39,438 |
| Armada Trading Pty Ltd | Armada Trading Pty Ltd | Armada Trading Pty Ltd | Holder of shares (s608(1)(a)) | 150,727 | 850,727 |
| Trina Investments Pty Ltd | Trina Investments Pty Ltd | Trina Investments Pty Ltd | Holder of shares (s608(1)(a)) | 233,611 | 233,611 |
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604 page 6/6 July 2001
ANNEXURE C - ADDRESSES
| Name | Address |
|---|---|
| INV Investments Pty Ltd | 432 Elizabeth Street, Surry Hills 2010 |
| Licon Trading | 432 Elizabeth Street, Surry Hills 2010 |
| Mrs Ida Constable | 205 Gillards Road, Pokolbin 2320 |
| Ms Virginia Little | 15 Pindari Avenue, Mosman 2088 |
| Mr David Constable | 205 Gillards Road, Pokolbin 2320 |
| Supervised Investments Australia Limited | 432 Elizabeth Street, Surry Hills 2010 |
| Ms Lola Lichter | 45 Seymour Road, Elsternwick 3135 |
| Mr Joseph Constable | 432 Elizabeth Street, Surry Hills 2010 |
| Ms Sarah Constable | 432 Elizabeth Street, Surry Hills 2010 |
| Kitwood Pty Ltd | 432 Elizabeth Street, Surry Hills 2010 |
| Bell Potter Nominees Ltd | GPO Box 4718TT, Melbourne VIC 3001 |
| JP Morgan Nominees Australia Ltd | Locked Bag 7, Royal Exchange, NSW 1225 |
| Trina Investments Pty Ltd | C/- Barry Mendal Frank Group, Level 53 MLC Centre, 19 Martin Place, Sydney NSW 2000 |
| Armada Trading Pty Ltd | C/- Barry Mendal Frank Group, Level 53 MLC Centre, 19 Martin Place, Sydney NSW 2000 |
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