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SENSEN NETWORKS LIMITED — Major Shareholding Notification 2017
Oct 17, 2017
65829_rns_2017-10-17_fab44d9d-0a79-4e81-a3d5-c8f53427e92f.pdf
Major Shareholding Notification
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603 page 1/2 15 July 2001
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company name/Scheme SenSen Networks Limited A.C.N. or A.R.S.N. 121 257 412
1 Details of substantial holder (1) Name ACN/ARSN (if applicable)
Mr Zenon Pasieczny, Saphet Capital Management Pty Limited ACN 105 869 378, Great Wall Media Pty Ltd ACN 124 841 121
The holder became a substantial holder on 13 October 2017
2. Details of 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 on the date the substantial holder became a substantial holder are as follows:
| Class of securities (4) | Number of securities | Person's votes (5) | Voting power (6) |
|---|---|---|---|
| Ordinary shares | 46,376,259 | 46,376,259 | 12.31% |
3. Details of relevant interests The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest (7) | Class and number |
|---|---|---|
| of securities | ||
| Mr Zenon Pasieczny | Relevant interest under section 608(1) of the Corporations Act. Of these Shares, Mr Zenon Pasieczny controls Saphet Capital Management Pty Limited ACN 105 869 378 and Great Wall Media Pty Ltd ACN 124 841 121 and controls the exercise of the votes attached to 23,770,835 Shares registered in the name of SmartEquity EIS Pty Ltd ACN 606 521 233, by way of his holding of Share Units in the or the SenSen Employee Equity Trust. Therefore Mr Zenon Pasieczny has a relevant interest under s 608(1)(b) and (c) of the Corporations Act in respect of those securities as he has the power to exercise or control the exercise of a right to vote attached to the securities and also has the power to dispose ofthe securities. |
46,376,259 fully paid ordinary shares |
| Saphet Capital Management Pty Limited ACN 105 869 378 |
Registered Holder. Relevant interest under section 608(1) of the Corporations Act, being the Registered Holder. |
22,262,395 fully paid ordinary shares |
| Great Wall Media Pty Ltd ACN 124 841 121 |
Registered Holder. Relevant interest under section 608(1) of the Corporations Act, being the Registered Holder. |
343,028 fully paid ordinary shares |
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603 page 2/2 15 July 2001
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest |
Registered holder of | Person entitled to be | Class and number |
|---|---|---|---|
| securities | registered as holder (8) | of securities | |
| Mr Zenon Pasieczny | SmartEquity EIS Pty Ltd ACN 606 521 233 |
SmartEquity EIS Pty Ltd ACN 606 521 233 |
23,770,835 fully paid ordinary shares |
| Saphet Capital Management Pty Limited ACN 105 869 378 |
Saphet Capital Management Pty Limited ACN 105 869 378 |
22,262,395 fully paid ordinary shares |
|
| Great Wall Media Pty Ltd ACN 124 841 121 |
Great Wall Media Pty Ltd ACN 124 841 121 |
343,028 fully paid ordinary shares |
|
| Saphet Capital Management Pty Limited ACN 105 869 378 |
Saphet Capital Management Pty Limited ACN 105 869 378 |
Saphet Capital Management Pty Limited ACN 105 869 378 |
22,262,395 fully paid ordinary shares |
| Great Wall Media Pty Ltd ACN 124 841 121 |
Great Wall Media Pty Ltd ACN 124 841 121 |
Great Wall Media Pty Ltd ACN 124 841 121 |
343,028 fully paid ordinary shares |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Consideration (9) | Class and number |
|---|---|---|---|---|
| of securities | ||||
| Cash | Non-cash | |||
| Mr Zenon Pasieczny | 13 October 2017 | Transfer of Shares in SenSen Networks Group Pty Ltd to SenSen Networks Limited ACN 115 838 036 |
49,246,968 paid ordinary shares |
|
| Saphet Capital Management Pty Limited ACN 105 869 378 |
13 October 2017 | Transfer of Shares in SenSen Networks Group Pty Ltd to SenSen Networks Limited ACN 115 838 036 |
22,262,395 fully paid ordinary shares |
|
| Great Wall Media Pty Ltd ACN 124 841 121 |
13 October 2017 | Transfer of Shares in SenSen Networks Group Pty Ltd to SenSen Networks Limited ACN 115 838 036 |
343,028 fully paid ordinary shares |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| Mr Zenon Pasieczny | |
| Saphet Capital Management Pty Limited ACN 105 869 378 |
Controlled by Mr Zenon Pasieczny |
| Great Wall Media Pty Ltd ACN 124 841 121 |
Controlled by Mr Zenon Pasieczny |
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7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Mr Zenon Pasieczny | 19MartinStreet,Freshwater,NewSouth Wales,2096 |
| Saphet Capital Management Pty Limited ACN 105 869 378 |
Firth Jakeman & Morrison, Unit 2, 256 Harrigton Street, Hobart, Tasmania, 7000 |
| Great Wall Media Pty Ltd ACN 124 841 121 |
Firth Jakeman & Morrison, Unit 2, 256 Harrigton Street, Hobart, Tasmania, 7000 |
| SmartEquity EIS Pty Ltd ACN 606 521 233 as trustee for the SenSen Employee Equity Trust |
Amada Morgan Selectus, Level 8, 550 Bourke Street, Melbourne, Victoria, 3000 |
Signature
-
print name Mr Zenon Pasieczny capacity Director sign here date 13 October 2017 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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
-
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. (7) Include details of: (a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.
-
(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) 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.
Doc ID 444321173/v1
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Doc ID 444321173/v1
603 page 1/2 15 July 2001
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company name/Scheme SenSen Networks Limited A.C.N. or A.R.S.N. 121 257 412
1 Details of substantial holder (1) Name ACN/ARSN (if applicable)
Mr Zenon Pasieczny, Saphet Capital Management Pty Limited ACN 105 869 378, Great Wall Media Pty Ltd ACN 124 841 121
The holder became a substantial holder on 13 October 2017
2. Details of 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 on the date the substantial holder became a substantial holder are as follows:
| Class of securities (4) | Number of securities | Person's votes (5) | Voting power (6) |
|---|---|---|---|
| Ordinary shares | 46,376,259 | 46,376,259 | 12.31% |
3. Details of relevant interests The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant interest | Nature of relevant interest (7) | Class and number |
|---|---|---|
| of securities | ||
| Mr Zenon Pasieczny | Relevant interest under section 608(1) of the Corporations Act. Of these Shares, Mr Zenon Pasieczny controls Saphet Capital Management Pty Limited ACN 105 869 378 and Great Wall Media Pty Ltd ACN 124 841 121 and controls the exercise of the votes attached to 23,770,835 Shares registered in the name of SmartEquity EIS Pty Ltd ACN 606 521 233, by way of his holding of Share Units in the or the SenSen Employee Equity Trust. Therefore Mr Zenon Pasieczny has a relevant interest under s 608(1)(b) and (c) of the Corporations Act in respect of those securities as he has the power to exercise or control the exercise of a right to vote attached to the securities and also has the power to dispose ofthe securities. |
46,376,259 fully paid ordinary shares |
| Saphet Capital Management Pty Limited ACN 105 869 378 |
Registered Holder. Relevant interest under section 608(1) of the Corporations Act, being the Registered Holder. |
22,262,395 fully paid ordinary shares |
| Great Wall Media Pty Ltd ACN 124 841 121 |
Registered Holder. Relevant interest under section 608(1) of the Corporations Act, being the Registered Holder. |
343,028 fully paid ordinary shares |
Doc ID 444321173/v1
603 page 2/2 15 July 2001
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest |
Registered holder of | Person entitled to be | Class and number |
|---|---|---|---|
| securities | registered as holder (8) | of securities | |
| Mr Zenon Pasieczny | SmartEquity EIS Pty Ltd ACN 606 521 233 |
SmartEquity EIS Pty Ltd ACN 606 521 233 |
23,770,835 fully paid ordinary shares |
| Saphet Capital Management Pty Limited ACN 105 869 378 |
Saphet Capital Management Pty Limited ACN 105 869 378 |
22,262,395 fully paid ordinary shares |
|
| Great Wall Media Pty Ltd ACN 124 841 121 |
Great Wall Media Pty Ltd ACN 124 841 121 |
343,028 fully paid ordinary shares |
|
| Saphet Capital Management Pty Limited ACN 105 869 378 |
Saphet Capital Management Pty Limited ACN 105 869 378 |
Saphet Capital Management Pty Limited ACN 105 869 378 |
22,262,395 fully paid ordinary shares |
| Great Wall Media Pty Ltd ACN 124 841 121 |
Great Wall Media Pty Ltd ACN 124 841 121 |
Great Wall Media Pty Ltd ACN 124 841 121 |
343,028 fully paid ordinary shares |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Consideration (9) | Class and number |
|---|---|---|---|---|
| of securities | ||||
| Cash | Non-cash | |||
| Mr Zenon Pasieczny | 13 October 2017 | Transfer of Shares in SenSen Networks Group Pty Ltd to SenSen Networks Limited ACN 115 838 036 |
49,246,968 paid ordinary shares |
|
| Saphet Capital Management Pty Limited ACN 105 869 378 |
13 October 2017 | Transfer of Shares in SenSen Networks Group Pty Ltd to SenSen Networks Limited ACN 115 838 036 |
22,262,395 fully paid ordinary shares |
|
| Great Wall Media Pty Ltd ACN 124 841 121 |
13 October 2017 | Transfer of Shares in SenSen Networks Group Pty Ltd to SenSen Networks Limited ACN 115 838 036 |
343,028 fully paid ordinary shares |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| Mr Zenon Pasieczny | |
| Saphet Capital Management Pty Limited ACN 105 869 378 |
Controlled by Mr Zenon Pasieczny |
| Great Wall Media Pty Ltd ACN 124 841 121 |
Controlled by Mr Zenon Pasieczny |
Doc ID 444321173/v1
603 page 3/2 15 July 2001
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Mr Zenon Pasieczny | 19MartinStreet,Freshwater,NewSouth Wales,2096 |
| Saphet Capital Management Pty Limited ACN 105 869 378 |
Firth Jakeman & Morrison, Unit 2, 256 Harrigton Street, Hobart, Tasmania, 7000 |
| Great Wall Media Pty Ltd ACN 124 841 121 |
Firth Jakeman & Morrison, Unit 2, 256 Harrigton Street, Hobart, Tasmania, 7000 |
| SmartEquity EIS Pty Ltd ACN 606 521 233 as trustee for the SenSen Employee Equity Trust |
Amada Morgan Selectus, Level 8, 550 Bourke Street, Melbourne, Victoria, 3000 |
Signature
| print nameMr Zenon Pasieczny | capacity Director |
|---|---|
| sign here | date 13 October 2017 |
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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
-
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
-
(7) Include details of: (a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.
- (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) 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.
Doc ID 444321173/v1
==> picture [489 x 739] intentionally omitted <==
Doc ID 444321173/v1