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SCHOOLBLAZER LIMITED Major Shareholding Notification 2021

Dec 8, 2021

65751_rns_2021-12-08_2e80a078-8d5b-4e91-a08f-511648c7f87e.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 HGL Limited (ASX: HNG)
ACN/ARSN 009 657 961
1. Details of substantial holder(1)
Name See Annexure A
ACN/ARSN (if applicable)
There was a change in the interests of thesubstantial holder on 21221//
The previous notice was given to the company on 15721//

7

14 21

The previous notice was given to the company on / / The previous notice was dated / /

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 Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
FPO 22,822,634 12.8% 22,932,634 11.4%

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 ofchange Person whoserelevant interestchanged Nature ofchange (6) Considerationgiven in relationto change (7) Class andnumber ofsecuritiesaffected Person's votesaffected
See 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 ofrelevantinterest Registeredholder ofsecurities Person entitledto be registeredas holder (8) Nature ofrelevantinterest (6) Class andnumber ofsecurities Person's votes
See Annexure C

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

6. Addresses

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

Name Address
See Annexure D

Signature

print name Joseph Constable Company Secretarycapacity
sign here 71221date//

DIRECTIONS

  • (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, becom`e 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.

This is Annexure A of 1 page referred to in ASIC Form 604 (Notice of Change of Interests of Substantial Holder)

Signed: Date: ______________________________________ __________________

7/12/21

Details of substantial holder

  • Donus Australia Foundation Limited ABN: 396 171 227 46 (Donus)
  • Mr David Constable (David)
  • Dr Ida Constable (Ida)
  • IJV Investments Pty Ltd ACN: 162 906 296 (IJV)
  • Kitwood Pty Ltd ACN: 010 205 099 (Kitwood)

This is Annexure B of 1 pages referred to in ASIC Form 604 (Notice of Change of Interests of Substantial Holder)

Signed: Date: ______________________________________ __________________

7/12/21

Date of change Person whoserelevant interestchanged Nature of change FPOchange Considerationgiven inrelation tochange
02/12/2020 All entities Dilution due to placement N/A N/A
22/11/2021 Ida On market sale -20,000 -$9,378.97
19/11/2021 Ida On market sale -35,000 -$15,374.99
18/11/2021 Ida On market sale -5,000 -$1,923.50
27/10/2021 Donus On market purchase 35,000 $9,975.00
08/10/2021 Donus On market purchase 35,000 $9,576.50
28/09/2021 Donus On market purchase 10,000 $2,500.00
27/09/2021 Donus On market purchase 20,000 $5,216.50
20/09/2021 Donus On market purchase 10,000 $2,400.00
17/09/2021 Donus On market purchase 2,327 $581.75
16/09/2021 Donus On market purchase 57,673 $14,671.25

This is Annexure C of 1 page referred to in ASIC Form 604 (Notice of Change of Interests of Substantial Holder)

Signed: Date: ______________________________________ __________________

7/12/21

Present relevant interests

Holder of relevant Registered holder Person entitled to Nature of Number of
interest of securities be registered as relevant interest FPO shares
holder and votes
Donus Australia Donus Australia Donus Australia A charitable trust 2,355,641
Foundation Limited Foundation Limited Foundation Limited whose director is
Dr Ida Constable.
Dr Ida Constable Dr Ida Constable Dr Ida Constable Holder of shares. 5,285,277
Mr David Constable Mr David Constable Mr David Constable Holder of shares. 5,114,476
Kitwood Kitwood Kitwood Holder of shares. 2,000,000
IJV IJV IJV Holder of shares. 8,172,240

This is Annexure D of 1 page referred to in ASIC Form 604 (Notice of Change of Interests of Substantial Holder)

Signed: Date: ______________________________________ __________________

7/12/21

Addresses

Name Address
HGL Limited Unit 4, 17 Stanton Road, Seven Hills NSW 2147
Mr David Constable 205 Gillards Road, Pokolbin NSW 2320
Dr Ida Constable 205 Gillards Road, Pokolbin NSW 2320
Donus Australia 20 Chandos Street, St Leonards NSW 2065
Foundation Limited
Kitwood 20 Chandos Street, St Leonards NSW 2065
IJV 20 Chandos Street, St Leonards NSW 2065