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SPACETALK LTD — Major Shareholding Notification 2024
Feb 12, 2024
65842_rns_2024-02-12_d6aec456-0d46-4f15-9452-624c5adb6573.pdf
Major Shareholding Notification
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Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
| To Company Name/Scheme | SPACETALK LIMITED (COMPANY) | ||
|---|---|---|---|
| ACN/ARSN | ACN 091 351 530 | ||
| 1. Details of substantial holder (1) | |||
| Name | PETER COSSETTO | ||
| ACN/ARSN (if applicable) | |||
2. Details of voting power
The holder became a substantial holder on 09/02/2024
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) |
|---|---|---|---|
| FULLY PAID ORDINARYSHARES (FPO) | 24,480,000 | 24,480,000 | 5.20%(OF 471,021,409ISSUED FPO) |
| SEE ANNEXURE A |
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 |
|---|---|---|
| SEE ANNEXURES A | 24,480,000 FPO | |
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 number of securities |
|---|---|---|---|
| SEE ANNEXURE A | |||
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 | Date of acquisition | Consideration (9) | Class and number of securities | |
|---|---|---|---|---|
| interest | ||||
| Cash | Non-cash | |||
| SEE ANNEXURE B | ||||
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 |
|---|---|
| SEE ANNEXURE A | |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| SEE ANNEXURE C | |
Signature
| print name | PETER COSSETTO | capacity | HOLDER OF RELEVANT INTEREST |
|---|---|---|---|
| sign here | date | 13/02/2024 |
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.
- (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.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
ANNEXURE A – DETAILS OF RELEVANT INTERESTS, PRESENT REGISTERED HOLDERS, VOTING POWER, AND ASSOCATION
| Holder of Relevant Interest | Nature ofRelevantInterest (1) | Registered Holder of Securities | Persons Entitled to beRegistered as Holder | Class andNumber ofSecurities | Person'sVotes | VotingPower | |
|---|---|---|---|---|---|---|---|
| 1 | COZ-E PTY LTD | (1A),(1B),(1C) | COZ-E PTY LTD | COSSETTO FAMILY | 14,480,000FPO | 14,480,000 | 3.07% |
| PETER COSSETTO | (1B),(1C),(3B) | TRUST | |||||
| 2 | PETER COSSETTO &ANNAMARIA COSSETTO | (1A),(1B),(1C) | PETER COSSETTO &ANNAMARIACOSSETTO | COSSETTO FAMILYSUPERANNUATION FUND | 10,000,000FPO | 10,000,000 | 2.12% |
| TOTALS | 24,480,000FPO | 24,480,000 | 5.20% |
This is Annexure A of 1 page referred to in Form 603 Notice of initial substantial holder of SPACETALK LIMITED dated 13 February 2024
NOTES
(1) Nature of relevant interest indicated as: (1A) holder of the securities (under section 608(1)(a)); (1B) power to exercise, or control the exercise of, a right to vote attached to the securities (under section 608(1)(b)); (1C) power to dispose of, or control the exercise of a power to dispose of, the securities (under section 608(1)(c)); or (3B) the person controls a body corporate, or managed investment scheme (under section 608(3)(b)). All section references relate to the Corporations Act 2001 (Cth).
ANNEXURE B – CONSIDERATION
This is Annexure B of 1 page referred to in Form 603 Notice of initial substantial holder of SPACETALK LIMITED dated 13 February 2024
| Consideration | (1) | |||
|---|---|---|---|---|
| Holder of Relevant Interest | Date ofAcquisition | Cash | Non-Cash | Number / Classof Securities |
| COZ-E PTY LTD(COSSETTO FAMILY TRUST), PETER COSSETTO | 14/11/2023 | 7,670 | - | 403,701 |
| COZ-E PTY LTD(COSSETTO FAMILY TRUST), PETER COSSETTO | 15/11/2023 | 1,830 | 96,299 | |
| COZ-E PTY LTD(COSSETTO FAMILY TRUST), PETER COSSETTO | 20/11/2023 | 3,596 | 199,780 | |
| COZ-E PTY LTD(COSSETTO FAMILY TRUST), PETER COSSETTO | 08/02/2024 | 1,917 | 100,917 | |
| COZ-E PTY LTD(COSSETTO FAMILY TRUST), PETER COSSETTO | 09/02/2024 | 5,700 | 300,000 | |
| COZ-E PTY LTD(COSSETTO FAMILY TRUST), PETER COSSETTO | 09/02/2024 | 898 | 47,265 | |
| PETER & ANNAMARIA COSSETTO(COSSETTO FAMILY SUPER FUND) | 09/02/2024 | 16,236 | - | 854,545 |
ANNEXURE C – ADDRESSES
This is Annexure C of 1 page referred to in Form 603 Notice of initial substantial holder of SPACETALK LIMITED dated 13 February 2024
| Name and ACN / ARSN (if applicable) | Address |
|---|---|
| COZ-E PTY LTD ACN 083 992 152 ATF COSSETTO FAMILY TRUST | 2 BAILEY PLACE, YARRALUMLA ACT 2600 |
| PETER COSSETTO & ANNAMARIA COSSETTO ATF COSSETTO FAMILY SUPERANNUATION FUND | 2 BAILEY PLACE, YARRALUMLA ACT 2600 |