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SKS TECHNOLOGIES GROUP LIMITED Major Shareholding Notification 2011

Oct 10, 2011

65805_rns_2011-10-10_e937a95f-85ac-441a-a48a-ac565fbe5525.pdf

Major Shareholding Notification

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BOOM capital www.boomcapital.com.au ACN: 136 961 316

Level 2 230 Church Street Richmond VIC 3121 Ph. 03 9429 2888 Fax. 03 9429 5888

;613 94277144

ASX Company Announcement

11 October 2011 Attention: Company announcements officer.

Please find attached for lodgement form 603 initial substantial shareholder notice on behalf of Boom Capital Pty Ltd in relation to an option agreement with National Exchange Pty Ltd to acquire a substantial shareholding in Stokes (Australasia) Limited (ASX:SKS)

Enquiries:

Con Scrinis Managing Director 0412 331618

603 page 1/2 15 July 2001

$2,/,$ $\overline{4}$

;613 94277144

Form 603
Corporations Act 2001Section 671B
Notice of initial substantial holder
To Company Name/Scheme Stokes (Australasia) Limited
ACN/ARSN 24004 554 929
1. Details of substantial holder (1)NameACN/ARSN (if applicable) BoonCARTALpl593631696

The holder became a substantial holder on

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:

$10/10/11$

Class of securities (4) Number of securities Person's votes (5) Voting power (6)
ordsnares ∡໐⊹ Q, Qл.

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
,Boom Caritac OPTION AGREEMENT ን ዕነ
dated joliolii

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 relevantinterest Registered holder ofsecurities Person entitled to beregistered as holder (8) Class and numberof securities
National Echange PL National Extensify UIKMONA r _si ð

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 asubstantial holder is as follows:

Holder of relevantinterest Date of acquisition Consideration (9) Class and numberof securities
CapitaBoonぐに $\bullet$ه ۱ Non-cashCash ord
5087eC ା≴ 287 64d •20
exercise6 J

ucityo

$\bar{z}$

603 page 2/2 15 July 2001

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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
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
Boon Capitalアレ 23077Churchاستلاد工Richmond3141
Signature
print nameCON $S_{\mathcal{A}}(Q_{\Lambda},\lambda)$ isDirec Topcapacity
sign here date $\frac{1}{2}$
DIRECTIONS
(1) form. 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 anequity 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 tothroughout 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
$\left( 2\right)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
$\left(3\right)$ 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) interest in. 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
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
$\langle \eta \rangle$ Include details of:
$\left( a\right)$ any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting outthe terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompanythis 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 towhich 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.
$\langle 0 \rangle$ 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 the relevant interest was acquired. 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, becomeentitled 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 beincluded 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

Stokes Option Agreement

National Exchange Pty Ltd, ACN 006 079 974 (NEX) of 26 Francis Street, Melbourne Vic 3000 grants Boom Capital Pty Ltd ABN 59 136 961 316 (Boom) and or nominee an option (expiring at 3pm on 10th February 2012) to purchase 1,438,201 fully paid Ordinary Shares in Stokes Australasia Limited ACN 004 554 929 for $258,876.18 upon the payment of $28,764.02 as a non refundable option price.

NEX is the registered owner of the Shares and is entitled to sell and procure the transfer of the full legal and beneficial ownership in the Shares to the Purchaser on the terms set out in this Agreement and will not deal in the shares until the expiry of the option period. The Shares will be free from any Security Interest at the exercise of the option. Security Interest includes a mortgage, debenture, charge, lien, pledge, deposit by way of security, bill of sale, lease, hire purchase, credit sale, agreement for sale on deferred terms, option, right of pre-emption, caveat, claim, covenant, interest or power in or over an interest in a share.

The option is for all and not part only of the relevant Shares.

Boom can exercise the option on any business day before the expiry date, by giving NEX at its address the payment of $258,876.18 by bank cheque.

NEX will then give to Boom:

a) a duly executed share transfer form in respect of the applicable Shares in favour of such person or entity as the Purchaser directs including all such details required by the Company's share registry to register the holding including all security holder reference numbers and issuer registry numbers given to each Vendor. b) Holding statements issued by the Company's share registry evidencing the Shares are all held in the names of the Vendor.

(c) Any other documents as may be necessary to give a good title of the Shares to Boom.

The parties undertake to do all necessary acts and execute all documents necessary to give effect to the terms of this agreement.

This Agreement will be construed and interpreted in accordance with Victorian Law. The parties submit to the exclusive jurisdiction of the Courts in the State of Victoria.

Executed as an agreement by Boom Capital ) Pty Ltd ACN 136 961 316 if/accordance with )section 127(1) of the Corporations Act 2001 ) $(Cth)$ : . . . . . . . . . . . . . . . . . . . . Signature of director Signature of director or company secretary* Con Scrinis (Director) *delete whichever does not apply $0000000$ $2011$ Date: $10$ Name & Date: Executed by National Exchange Pty Ltd ACN $\lambda$ 006 079 974 in accordance with section 127(1) $\lambda$ of the Corporations Act 2001 (Cth). $\mathcal{E}$ Donna Lorraine Newman (Director) David Tweed director and company secretary Date:/0 OCTONER 2011