AI assistant
STRIKE RESOURCES LIMITED — Major Shareholding Notification 2002
Dec 17, 2002
65855_rns_2002-12-17_6cfc31cd-6af5-48e2-9131-ec20cec8834c.pdf
Major Shareholding Notification
Open in viewerOpens in your device viewer
FASTSCOUT©
NO.770 $P.1/23$ JH
11 December 2002
Australian Securities & Investments Commission 66 St Georges Terrace Perth WA 6000
ASX PERTH
By Courier

Dear Sir/Madam,
FAST SCOUT LTD
ASIC FORM 603 - INITIAL SUBSTANTIAL SHAREHOLDER NOTICE FROM
DATA BASE SYSTEMS LTD $(6 \text{ pages})$ ; AMBREEN CHAUDHRI $(7$ pages); AZHAR CHAUDHRI & RENMUIR HOLDINGS LTD $(9$ pages)
We enclose the above documents dated 10 December 2002.
We confirm that copies of such documents will also be lodged with ASX later today.
Yours Sincerely,
Victor Ho Company Secretary

j
$\mathbf{a}$
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
| ToCompany Name/Scheme | FAST SCOUT LIMITED-----__ | |
|---|---|---|
| ACN/ARSN | 088 488 724--- | _____ |
1. Details of substantial holder(1)
| Name | DATA BASE SYSTEMS LIMITED (incorporated under the laws of Malaysia) | |||
|---|---|---|---|---|
| ACN/ARSN (if applicable) | ||||
| . |
The holder became a substantial holder on 7 March 2000, (being the date of official quotation of the Company on ASX)
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:
| ----$-14$- - -Class ofa a curities a c' SACIJI | -------securitiesNunder--- | 'votes!''Persons' | --mDOWAr te)Voluına |
|---|---|---|---|
| ., ∪rdinarv "Shares | 220 700EO.- 1su, ruuJV.____________________________________ | .226.70050.2____ | ___AA706. .. .וככו ס70----- |
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 relavant interest (7) | Class and number of securities | |
|---|---|---|---|
| Data Base Systems Ltd | Registered holder of shares in the Company issued pursuantto a portal classification agreement deted 29 December 1999.details of which are described in the Annexure to this noticemarked "B" ("Portal Classification Agreement"). | 50,226,700 (A) | Ordinary Shares |
$(A)$ There have been changes to this holding; see Annexure A for details.
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 securities | Person entitled to beregistered as holder (6) | Class and number of securities | |
|---|---|---|---|---|
| Data Base Systems Ltd | Data Base Systems Ltd | Data Base Systems Ltd | 50,226,700 (A) | OrdinaryShares |
$(A)$ There have been changes to this holding; see Annexure A for details.
5. Consideration
÷,
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the 4 months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevant interest | Date of acculsition | Consideration (9) | Class and number of securities | ||
|---|---|---|---|---|---|
| Cash | Non-cash | ||||
| Data Base Systems Ltd | 29 December 1999 | $10,045,340pursuant to thePortalClassificationAareement | 50,226,700 M | Ordinary Shares |
$(A)$ There have been changes to this holding; see Annexure A for details,
J
b
j.
FAST SCOUT LIMITED A.C.N. 088 488 724
NOTICE OF INITIAL SUBSTANTIAL HOLDER
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| aur an t- 49.0. .Nam---סווכ.- 17-апзни.-.____ | _____oclation$- -$----wan.. | |
|---|---|---|
| N/A | N/A | ------- |
| --- | -----____ |
7. Addresses
The addresses of persons named in this form are as follows:
| Name. | ——Address |
|---|---|
| Data Base Systems Limited | Lot H Level 7 Wisma Oceanic Jalan Okk, Awang Besar 87007, Federal Territory of Labuan, EastMalaysia, MALAYSIA |
| ______ |
Signature
| print name Azhar Chaudhri | capacity | Director | |
|---|---|---|---|
| sign here | $\begin{array}{c}\n\mathcal{L} & \mathcal{L} \ \mathcal{L} & \mathcal{L} \ \mathcal{L}\n\end{array}$ | date | 10 December 2002 |
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 trustes of an equity trust), the nemes 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 "relevent interest" in sections 608 and 671B(7) of the Corporations Act 2001.
- (4) The voling shares of a company constitute one class unless divided into separate classes.
- The total number of votes attached to all the voting sheres in the company or voting Interests in the scheme (if any) that the person or an associate has a relevant $(5)$ 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:
- any relevant egreement or other circumstances by which the relevant Interest was acquired. If subsection 671B(4) applies, a copy of any document setting $(2)$ out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, schame or arrangement, mustaccompany this form, together with a written statement certifying this co
- $\langle b \rangle$ any quelification 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".
- Details of the consideration must include any and all banefits, money and other, that any person from whom a relevant interest was acquired has, or may, become $\left( 9\right)$ entitied 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.
$\mathbf{r}$
þ
$,$ $,$
$\Delta$
FAST SCOUT LIMITED A.C.N. 088 488 724
This is Annexure A of one page referred to in the form 603, Notice of Initial Substantial Holder signed by me and dated 10 December 2002.
sign here
Azhar Chaudhri
ANNEXURE A
Movements in Holdings of Data Base Systems Limited
- $\mathbf{1}$ . Data Base Systems Limited was the registered holder of 50,301,720 ordinary shares issued pursuant to the Portal Classification Agreement (details of which are described in the Annexure to this notice marked "B");
- On 15 August 2002, Data Base Systems Limited disposed of 75,000 ordinary shares in three $\mathbf{2}$ off-market transfers (details of which are described in the Annexure to this notice marked "C")).
$\lambda$
b,
$\mathbf{k}$
FAST SCOUT LIMITED A.C.N. 088 488 724
This is Annexure B of two pages referred to in the form 603, Notice of Initial Substantial Holder signed by me and dated 10 December 2002.
sian here $2 \leftarrow 2$
Azhar Chaudhri
ANNEXURE B
Portal Classification Agreement
By a binding agreement dated the 29th of December 1999 between the Company and Data Base Systems Ltd ("Data Base") the Company agreed to engage Data Base to catalogue, classify, index and update business related web sites into the various business related categories of the Company's portal delivery system including but not limited to the addition of new web sites details into the various business categories of the portal delivery sys tem database, updating the content of the various business categories of the portal delivery system database as they such categories are updated or altered by the Company, maintaining links from the Company's web site to web sites that have been catalogued, classified and indexed by Data Base for the Portal Delivery System Database, the removal of old outdated or non existent links from the Portal Delivery System database and updating links based on the alteration of the content of a web site.
Data Base is a company associated with former director, Mr Russell Grewe and current director, Mr Azhar Chaudhri.
Mr Grewe is the registered holder of 25% of the issued ordinary share capital in Data Base.
Mr Azhar Chaudhri is the registered holder of 25% of the issued ordinary share capital in Data Base.
Current director of the Company, Mr Farooq Khan, is also a director of Data Base and the registered holder of 50% of the issued ordinary share capital in Data Base as bare trustee for Mrs Ambreen Chaudhri, as disclosed in the prospectus of the Company dated 12 January 2000.
The agreement provides that Data Base is required to provide an initial classification list of 286,000 classified web sites to the Company within six (6) months from the start of the contract at the rate of approximately 22,000 sites per fortnight and a further 2,860,000 classified web sites within a period of sixty (60) months from the date that the initial classification list is provided at a rate of approximately 22,000 sites per fortnight. The total contract price to be paid to the developer is the sum of A$12,335,040 of which $10,060,340 is to be satisfied by the issue and allotment to Data Base of 50,301,700 ordinary fully paid shares in the Company within 14 days from the date of execution of the agreement and the sum of $2,274,700 in cash to be paid monthly in advance over the term of the agreement.
The agreement does not provide for the Company to retain any charge lien or other security over the shares issued to Data Base in consideration for the performance of its obligations under the agreement and does not provide for cancellation of such shares in the event of default.
The agreement provides that the contract is a fixed price contract over the 66 month term of the agreement.
$-4-$
b.
FAST SCOUT LIMITED A.C.N. 088 488 724
NOTICE OF INITIAL SUBSTANTIAL HOLDER
ANNEXURE B
Continued.....
The agreement also provides that in consideration of the Company entering into the agreement with Data Base, Data Base agrees that it will, if required by the Company, provide on an exclusive basis to the Company all of its systems, technology and expertise in the creation of classification lists relating to categories other than business web sites the subject of the agreement such that the Company is able in the future to create and set-up other internet portals similar in nature to the Company web site but relating to other internet web site categories.
The Company also agrees that it shall provide a right of first refusal to Data Base if the Company in the future wishes to create further classification lists relating to other Internet web site categories. Any such further work or lists created by Data Base for the Company shall be upon normal commercial terms as to cost and profitability and shall be by agreement between the parties. Where the parties are unable to reach agreement on such commercial terms with respect to the exclusivity agreement entered into by Data Base, Data Base shall be free to provide other web site classification lists to third parties provided always that Data Base shall be restricted in providing Web Site classification lists to third parties relating to the business categories of the Portal Delivery System for a period of two (2) years from the termination or conclusion of the agreement.
FAST SCOUT LIMITED A.C.N. 088 488 724
This is Annexure C of one page referred to in the form 603, Notice of Initial Substantial Holder signed by me and dated 10 December 2002,
sign here $\overline{\phantom{a}}$
Azhar Chaudhri
ANNEXURE C
Off-market transfers for disposal of a total of 75,000 Ordinary Shares by Data Base Systems Limited
Transfer One
- $\mathbf{1}$ . An off-market transfer dated 15 August 2002 between Data Base Systems Ltd, as transferor and Ana Paula Lawson, as transferee;
- $21$ The transfer involved 25,000 fully paid ordinary shares in the capital of Fast Scout Ltd;
-
- The consideration paid by the transferee was $625,00.
Transfer Two
-
- An off-market transfer dated 15 August 2002 between Data Base Systems Ltd, as transferor and June van Rens, as transferee;
- The transfer involved 25,000 fully paid ordinary shares in the capital of Fast Scout Ltd; $\mathbf{2}$
-
- The consideration paid by the transferee was $625.00.
Transfer Three
- An off-market transfer dated 15 August 2002 between Data Base Systems Ltd, as transferor 1. and Jane Elizabeth Glass, as transferee;
- $2.$ The transfer involved 25,000 fully paid ordinary shares in the capital of Fast Scout Ltd;
-
- The consideration paid by the transferee was $625.00.
$\lambda$
Á
b
Š.
$\mathbf{b}$
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
| To Company Name/Scheme | FAST SCOUT LIMITED------------- |
|---|---|
| ACN/ARSN | 088 488 724----- |
1. Details of substantial holder(1)
| Name | AMBREEN CHAUDHRI |
|---|---|
| ACN/ARSN (if applicable) | |
| _--- |
The holder became a substantial holder on _7 March 2000, (being the date of official quotation of the Company on ASX)
2. Details of voting power
The total number of votes aftached 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:
| _____- 1---, of secu⊓ties",1833 | ---Numberој зесилџез | - -FP1' votes'ersons'was. | _______oting power (6)-- --Votinu. |
|---|---|---|---|
| / Shareswinary J⊿roire i | 50,226,.700 | ------50,226,700 | 开 医原子的64. .- 70זייט, וי. |
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 | |
|---|---|---|---|
| Ambreen Chaudhri | Taken under section 608(3)(a) of the Corporations Act tohave a relevant interest by reason of Ambreen Chaudhrihaving voting power above 20% in a body corporate, DataBase Systems Ltd; this voting power is through a bare trust ofwhich Farooq Khan is the bare trustee and AmbreenChaudhri is the ultimate beneficiary, as disclosed in theprospectus of the Company dated 12 January 2000.Data Base Systems Ltd is the registered holder of shares inthe Company issued pursuant to a portal classificationagreement dated 29 December 1999, details of which aredescribed in the Annexure to this notice marked "B" ("PortalClassification Agreement"). | 50.226.700 (4) | Ordinary Shares |
$(A)$ There have been changes to this holding; see Annexure A for details.
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 securities | Person entitled to beregistered as holder (8) | Class and number of securities | |
|---|---|---|---|---|
| Ambreen Chaudhri | Data Base Systems Ltd | Data Base Systems Ltd | 50,226,700 (*) | OrdinaryShares |
$(A)$ There have been changes to this holding; see Annexure A for details.
×
þ
۸
b.
NOTICE OF INITIAL SUBSTANTIAL HOLDER
FAST SCOUT LIMITED A.C.N. 088 486 724
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and ecquired in the 4 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) | Class and number of securities | ||
|---|---|---|---|---|---|
| Cash | Non-cash | ||||
| Ambreen Chaudhri | 29 December 1999 | . | $10,045,340pursuant to thePortalClassificationAcreement | 50,226,700 (A) | Ordinary Shares |
$(A)$ There have been changes to this holding; see Annexure A for details.
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows.
| ---- - ----- -- ----``الااتات.эmmanчсарь-. . | _____TOCIEDOI.19 A V.444,447 | -- |
|---|---|---|
| N/A | N/A.._________________________________ |
7. Addresses
The addresses of persons named in this form are as follows:
| Name--- | -----------------Address---- |
|---|---|
| Ambreen Chaudhri | 175A Sarwar Road, Rawa'nindi PAKISTAN |
| Data Base Systems Limited | Lot H Level 7 Wisma Oceanic Jalan Okk, Awang Besar 87007, Federal Territory of Labuan, EastMalaysia, MALAYSIA |
Signature
print name Ambreen Chaudhri
capacity Individual
sign here
date 10 December 2002
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 bustee 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 equity trust), the names could be included in an annex 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 acheme multiplied by 100.
- (7) Include details of:
$\mathbf{I}$
- any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting (a) out the terms of any relevant egreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must eccompany this form, together with a written statement certifying this contract, scheme or arrangement; and
- $(h)$ 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 acquistion. Detail
$\overline{a}$
$\overline{1}$
$\bar{\mathbf{r}}$
$\bar{ }$
$\mathbf{r}$
$\mathbf{I}$
l,
$\ddot{\phantom{a}}$
$\pmb{b}$
FAST SCOUT LIMITEDA.C.N. 088 488 724
ţ
NOTICE OF INITIAL SUBSTANTIAL HOLDER
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 fromwhom the relevant interest was acquired.
$\mathbf{r}$
b.
FAST SCOUT LIMITED A.C.N. 088 488 724
This is Annexure A of one page referred to in the form 603, Notice of Initial Substantial Holder signed by me and dated 10 December 2002.
sign here
Ambreen Chaudhri
ANNEXURE A
Movements in Holdings of Data Base Systems Limited
- $\mathbf{1}$ . Data Base Systems Limited was the registered holder of 50,301,720 ordinary shares issued pursuant to the Portal Classification Agreement (details of which are described in the Annexure to this notice marked "B");
- $\overline{2}$ On 15 August 2002, Data Base Systems Limited disposed of 75,000 ordinary shares in three off-market transfers (details of which are described in the Annexure to this notice marked $"C")$ ).
þ
NOTICE OF INITIAL SUBSTANTIAL HOLDER
FAST SCOUT LIMITED A.C.N. 088 488 724
This is Annexure B of two pages referred to in the form 603, Notice of Initial Substantial Holder signed by me and dated 10 December 2002.
sian here
Ambreen Chaudhri
ANNEXURE B
Portal Classification Agreement
By a binding agreement dated the 29th of December 1999 between the Company and Data Base Systems Ltd ("Data Base") the Company agreed to engage Data Base to catalogue, classify, index and update business related web sites into the various business related categories of the Company's portal delivery system including but not limited to the addition of new web sites details into the various business categories of the portal delivery sys tem database, updating the content of the various business categories of the portal delivery system database as they such categories are updated or altered by the Company, maintaining links from the Company's web site to web sites that have been catalogued, classified and indexed by Data Base for the Portal Delivery System Database, the removal of old outdated or non existent links from the Portal Delivery System database and updating links based on the alteration of the content of a web site.
Data Base is a company associated with former director, Mr Russell Grewe and current director, Mr Azhar Chaudhri.
Mr Grewe is the registered holder of 25% of the issued ordinary share capital in Data Base.
Mr Azhar Chaudhri is the registered holder of 25% of the issued ordinary share capital in Data Base,
Current director of the Company, Mr Farooq Khan, is also a director of Data Base and the registered holder of 50% of the issued ordinary share capital in Data Base as bare trustee for Mrs Ambreen Chaudhri, as disclosed in the prospectus of the Company dated 12 January 2000.
The agreement provides that Data Base is required to provide an initial classification list of 286,000 classified web sites to the Company within six (6) months from the start of the contract at the rate of approximately 22,000 sites per fortnight and a further 2,860,000 classified web sites within a period of sixty (60) months from the date that the initial classification list is provided at a rate of approximately 22,000 sites per fortnight. The total contract price to be paid to the developer is the sum of A$12,335,040 of which $10,060,340 is to be satisfied by the issue and allotment to Data Base of 50,301,700 ordinary fully paid shares in the Company within 14 days from the date of execution of the agreement and the sum of $2,274,700 in cash to be paid monthly in advance over the term of the agreement.
The agreement does not provide for the Company to retain any charge lien or other security over the shares issued to Data Base in consideration for the performance of its obligations under the agreement and does not provide for cancellation of such shares in the event of default.
$\mathbf{r}$
Ŋ
þ.
ð.
FAST SCOUT LIMITED A.C.N. 088 488 724
NOTICE OF INITIAL SUBSTANTIAL HOLDER
ANNEXURE B
Continued.....
The agreement provides that the contract is a fixed price contract over the 66 month term of the agreement.
The agreement also provides that in consideration of the Company entering into the agreement with Data Base, Data Base agrees that it will, if required by the Company, provide on an exclusive basis to the Company all of its systems, technology and expertise in the creation of classification lists relating to categories other than business web sites the subject of the agreement such that the Company is able in the future to create and set-up other internet portals similar in nature to the Company web site but relating to other internet web site categories.
The Company also agrees that it shall provide a right of first refusal to Data Base if the Company in the future wishes to create further classification lists relating to other Internet web site categories. Any such further work or lists created by Data Base for the Company shall be upon normal commercial terms as to cost and profitability and shall be by agreement between the parties. Where the parties are unable to reach agreement on such commercial terms with respect to the exclusivity agreement entered into by Data Base, Data Base shall be free to provide other web site classification lists to third parties provided always that Data Base shall be restricted in providing Web Site classification lists to third parties relating to the business categories of the Portal Delivery System for a period of two (2) years from the termination or conclusion of the agreement.
ĥ.
ŀ
$\mathbf{a}$
FAST SCOUT LIMITED A.C.N. 088 488 724
This is Annexure C of one page referred to in the form 603, Notice of Initial Substantial Holder signed by me and dated 10 December 2002.
sign here
Ambreen Chaudhri
ANNEXURE C
Off-market transfers for disposal of a total of 75,000 Ordinary Shares by Data Base Systems Limited
Transfer One
- $\mathbf{1}$ . An off-market transfer dated 15 August 2002 between Data Base Systems Ltd, as transferor and Ana Paula Lawson, as transferee;
- $\overline{2}$ The transfer involved 25,000 fully paid ordinary shares in the capital of Fast Scout Ltd;
- $\overline{3}$ . The consideration paid by the transferee was $625.00.
Transfer Two
- $\mathbf{1}$ An off-market transfer dated 15 August 2002 between Data Base Systems Ltd, as transferor and June van Rens, as transferee;
- $\overline{2}$ The transfer involved 25,000 fully paid ordinary shares in the capital of Fast Scout Ltd;
-
- The consideration paid by the transferee was $625.00.
Transfer Three
- $\mathbf{1}$ An off-market transfer dated 15 August 2002 between Data Base Systems Ltd, as transferor and Jane Elizabeth Glass, as transferee;
- $\overline{2}$ The transfer involved 25,000 fully paid ordinary shares in the capital of Fast Scout Ltd;
-
- The consideration paid by the transferee was $625.00.
$\mathbf{r}$
$\overline{a}$
$\mathbf{t}$
l,
À
ă
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
| To Company Name/Scheme | FAST SCOUT LIMITED | |
|---|---|---|
| ACN/ARSN | 088 488 724 | |
1. Details of substantial holder(1)
| Name | AZHAR CHAUDHRI |
|---|---|
| RENMUIR HOLDINGS LTD (incorporated in the British Virgin Islands). | |
| ACN/ARSN (if applicable) |
The holder became a substantial holder on 7 March 2000, (being the date of official quotation of the Company on ASX)
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:
| ---: securitias (4)Classпı. | .---Numberof securities---- | ____Persons'votesia. | . .power toVoting |
|---|---|---|---|
| Ordinary *shares. | --70400077.94.A 1.44_____ | 52.734.221---_____ | __C.TR.a.04.0.27gPERSONAL PROPERTY AND RESIDENCE PROPERTY ARE SERVED AS A PARTIE OF A DISCUSSION CON- |
3. Details of relevant interests
$\mathbf{I}$
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 | |
|---|---|---|---|
| Azhar Chaudhri | Issued on Incorporation of the Company | 20 | Ordinary Shares |
| Taken under section 608(3)(a) of the Corporations Act tohave a relevant interest (by reason of Azhar Chaudhri havingvoting power above 20% in a body corporate, Data BaseSystems Ltd).Azhar ChaudhriData Base Systems Ltd is the registered holder of shares inthe Company issued pursuant to a portal classificationagreement dated 29 December 1999, details of which aredescribed in the Annexure to this notice marked "B" ("PortalClassification Agreement"). | 50,226,700 (A) | Ordinary Shares | |
| Each of Azhar Chaudhri andRenmuir Holdings Ltd | Renmuir Holdings Ltd as registered holder of shares in theCompany acquired pursuent to contracts for the purchase ofthe securities on ASX between 14 December 2000 to 5 July2001, details of which are described in the Annexure to thisnotice marked "D"Azhar Chaudhri is taken under section 608(3)(b) of theCorporations Act to have a relavant interest in shares in theCompany hald by Renmuir Holdings Ltd, by reason of AzharChaudhri having control of Renmuir Holdings Ltd pursuant toa trust, details of which are described in the Annexure to thisnotice marked "E" | 2.507.501 | Ordinary Shares |
$({\wedge})$ There have been changes to this holding; see Annexure A for details. FAST SCOUT LIMITED A.C.N. 088 488 724
NOTICE OF INITIAL SUBSTANTIAL HOLDER
- Details of present registered holdersThe persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant interest | Registered holder of securities | Person entitled to beregistered as holder ® | Class and number of securities | |
|---|---|---|---|---|
| Azhar Chaudhri | Azhar Chaudhri | Azhar Chaudhri | 20 | OrdinaryShares |
| Azhar Chaudhri | Data Base Systems Ltd | Data Base Systems Ltd | 50,226,700 (A) | OrdinaryShares |
| Each of Azhar Chaudhri andRenmuir Holdings Ltd | Renmuir Holdings Ltd | Renmuir Holdings Ltd | 2.507.501 | OrdinaryShares |
$\langle A \rangle$ There have been changes to this holding; see Annexure A for details.
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the 4 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) | Class and number of securities | ||
|---|---|---|---|---|---|
| Cash | Non-cash | ||||
| Azhar Chaudhri | 3 September 1999 | $4.00 | 20 | Ordinary Shares | |
| Azhar Chaudhri | 29 December 1999 | $10,045,340pursuant tothe PortalClassificationAgreement | 50,226,700 (A) | Ordinary Shares | |
| Each of Azhar Chaudhri andRenmuir Holdings Ltd | Between 14December 2000 to 5July 2001 details ofwhich are describedin the Annexure tothis notice marked"ם | $124,739,27 | ۰ | 2,507,501 | Ordinary Shares |
$(A)$ There have been changes to this holding; see Annexure A for details.
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____ |
|---|---|
| Renmuir Holdings Ltd— | Controlled by Azhar Chaudhri |
| Azhar Chaudhn--- | --Acting in concert with Renmuir Holdings Ltd |
7. Addresses
The addresses of parsons named in this form are as follows:
| Name | Address |
|---|---|
| Azhar Chaudhri | 175A Sarwar Road, Rawalpindi PAKISTAN |
| Renmuir Holdings Ltd | 7th Floor, Allied Kejima Building, 138 Gloucester Road, HONG KONG |
| Data Base Systems Limited | Lot H Level 7 Wisma Oceanic Jalan Okk, Awang Besar 87007, Federal Territory of Labuan, EastMalavsia, MALAYSIA |
Signature
÷
$\bigg}$
print name Azhar Chaudhri
$\rightarrow$
Individually and for Renmuir Holdings Ltd capacity
b
$\overline{a}$
sign here
$\mathcal{P}$ and $\mathcal{P}$
date 10 December 2002 18.DEC.2002 - 15:12 ASX PERTH
Ì
b
ś
FAST SCOUT LIMITED A.C.N. 088 488 724
NOTICE OF INITIAL SUBSTANTIAL HOLDER
DIRECTIONS
- (7) Include datails of:
- eny relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting $(1)$ out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, mustaccompany this form, logether with a written statement certifying this co
- $(5)$ 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.
(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 anequity trust), the names could be included in an 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.
$\pmb{\cdot}$
$\mathbf{I}$
ħ
FAST SCOUT LIMITED A.C.N. 088 488 724
This is Annexure A of one page referred to in the form 603, Notice of Initial Substantial Holder signed by me and dated 10 December 2002.
sign here
Azhar Chaudhri
ANNEXURE A
Movements in Holdings of Data Base Systems Limited
- $\mathbf{I}$ . Data Base Systems Limited was the registered holder of 50,301,720 ordinary shares issued pursuant to the Portal Classification Agreement (details of which are described in the Annexure to this notice marked "B");
- $\overline{2}$ . On 15 August 2002, Data Base Systems Limited disposed of 75,000 ordinary shares in three off-market transfers (details of which are described in the Annexure to this notice marked "C")).
Λ
$\mathbf{k}$
þ,
FAST SCOUT LIMITED A.C.N. 088 488 724
This is Annexure B of two pages referred to in the form 603, Notice of Initial Substantial Holder signed by me and dated 10 December 2002.
sign here $\rightarrow$ $\rightarrow$ $\rightarrow$ $\rightarrow$
Azhar Chaudhri
ANNEXURE B
Portal Classification Agreement
By a binding agreement dated the 29th of December 1999 between the Company and Data Base Systems Ltd ("Data Base") the Company agreed to engage Data Base to catalogue, classify, index and update business related web sites into the various business related categories of the Company's portal delivery system including but not limited to the addition of new web sites details into the various business categories of the portal delivery sys tem database, updating the content of the various business categories of the portal delivery system database as they such categories are updated or altered by the Company, maintaining links from the Company's web site to web sites that have been catalogued, classified and indexed by Data Base for the Portal Delivery System Database, the removal of old outdated or non existent links from the Portal Delivery System database and updating links based on the alteration of the content of a web site.
Data Base is a company associated with former director, Mr Russell Grewe and current director, Mr Azhar Chaudhri.
Mr Grewe is the registered holder of 25% of the issued ordinary share capital in Data Base.
Mr Azhar Chaudhri is the registered holder of 25% of the issued ordinary share capital in Data Base.
Current director of the Company, Mr Farooq Khan, is also a director of Data Base and the registered holder of 50% of the issued ordinary share capital in Data Base as bare trustee for Mrs Ambreen Chaudhri, as disclosed in the prospectus of the Company dated 12 January 2000.
The agreement provides that Data Base is required to provide an initial classification list of 286,000 classified web sites to the Company within six (6) months from the start of the contract at the rate of approximately 22,000 sites per fortnight and a further 2,860,000 classified web sites within a period of sixty (60) months from the date that the initial classification list is provided at a rate of approximately 22,000 sites per fortnight. The total contract price to be paid to the developer is the sum of A$12,335,040 of which $10,060,340 is to be satisfied by the issue and allotment to Data Base of 50,301,700 ordinary fully paid shares in the Company within 14 days from the date of execution of the agreement and the sum of $2,274,700 in cash to be paid monthly in advance over the term of the agreement.
Þ
FAST SCOUT LIMITED A.C.N. 0BB 488 724
NOTICE OF INITIAL SUBSTANTIAL HOLDER
ANNEXURE B
Continued...
The agreement does not provide for the Company to retain any charge lien or other security over the shares issued to Data Base in consideration for the performance of its obligations under the agreement and does not provide for cancellation of such shares in the event of default.
The agreement provides that the contract is a fixed price contract over the 66 month term of the agreement.
The agreement also provides that in consideration of the Company entering into the agreement with Data Base, Data Base agrees that it will, if required by the Company, provide on an exclusive basis to the Company all of its systems, technology and expertise in the creation of classification lists relating to categories other than business web sites the subject of the agreement such that the Company is able in the future to create and set-up other internet portals similar in nature to the Company web site but relating to other internet web site categories.
The Company also agrees that it shall provide a right of first refusal to Data Base if the Company in the future wishes to create further classification lists relating to other Internet web site categories. Any such further work or lists created by Data Base for the Company shall be upon normal commercial terms as to cost and profitability and shall be by agreement between the parties. Where the parties are unable to reach agreement on such commercial terms with respect to the exclusivity agreement entered into by Data Base, Data Base shall be free to provide other web site classification lists to third parties provided always that Data Base shall be restricted in providing Web Site classification lists to third parties relating to the business categories of the Portal Delivery System for a period of two (2) years from the termination or conclusion of the agreement.
b.
$\Delta$
FAST SCOUT LIMITED A.C.N. 088 488 724
This is Annexure C of one page referred to in the form 603, Notice of Initial Substantial Holder signed by me and dated 10 December 2002.
sign here $\overline{\phantom{a}}$
Azhar Chaudhri
ANNEXURE C
Off-market transfers for disposal of a total of 75,000 Ordinary Shares by Data Base Systems Limited
Transfer One
- $\mathbf{1}$ . An off-market transfer dated 15 August 2002 between Data Base Systems Ltd, as transferor and Ana Paula Lawson, as transferee;
- $2.$ The transfer involved 25,000 fully paid ordinary shares in the capital of Fast Scout Ltd;
- $3.$ The consideration paid by the transferee was $625.00.
Transfer Two
-
- An off-market transfer dated 15 August 2002 between Data Base Systems Ltd, as transferor and June van Rens, as transferee;
- The transfer involved 25,000 fully paid ordinary shares in the capital of Fast Scout Ltd; $2.$
- $31$ The consideration paid by the transferee was $625.00.
Transfer Three
- $1.$ An off-market transfer dated 15 August 2002 between Data Base Systems Ltd, as transferor and Jane Elizabeth Glass, as transferee;
- $2.$ The transfer involved 25,000 fully paid ordinary shares in the capital of Fast Scout Ltd;
-
- The consideration paid by the transferee was $625.00.
FAST SCOUT LIMITED
A.C.N. 088 488 724
À
$,$ $,$
$\Delta$
$\Delta$
NOTICE OF INITIAL SUBSTANTIAL HOLDER
This is Armexure D of one page referred to in the form 603, Notice of Initial Substantial Holder signed by Azhar Chaudhri and dated 10 December 2002.
sign here $\sim$ $\sum_{i=1}^{n}$
Azhar Chaudhri
ANNEXURE D
Details of the acquisition of ordinary shares in the Company by Renmuir Holdings Ltd pursuant to contracts on ASX between 14 December 2000 to 5 July 2001:
| No. Ordinary | ||
|---|---|---|
| Date | Shares Acquired Consideration ($) | |
| 14-Dec-00 | 33,000 | 1,650.00 |
| 14-Dec-00 | 282,400 | 14,374.16 |
| 14-Dec-00 | 80,744 | 4,037.20 |
| 21-Dec-00 | 28,500 | 1,425.00 |
| 19-Dec-00 | 21,600 | 1,123.20 |
| 29-Dec-00 | 70,000 | 3,640.00 |
| 02-Jan-01 | 60,000 | 3,120.00 |
| 04-Jan-01 | 18,866 | 960,28 |
| 05-Jan-01 | 20,000 | 1,000.00 |
| 08-Jan-01 | 32,000 | 1,600.00 |
| 09-Jan-01 | 52,890 | 2,644,50 |
| 09-Jan-01 | 47,110 | 2,355.50 |
| 15-Jan-01 | 70,000 | 3,500.00 |
| 18-Jan-01 | 42,290 | 2,114.50 |
| 25-Jan-01 | 10,000 | 450.00 |
| 01-Feb-01 | 86,667 | 4,758.02 |
| 06-Feb-01 | 3,333 | 183.32 |
| 15-Feb-01 | 43,979 | 2,374.87 |
| 19-Feb-01 | 58,424 | 3,154.90 |
| 20-Feb-01 | 47,597 | 2,570.24 |
| 08-Mar-01 | 79,650 | 4,380.75 |
| 09-Mar-01 | 20,350 | 1,119.25 |
| 13-Mar-01 | 100,000 | 5,600.00 |
$\frac{1}{4}$
Continued
| No. Ordinary | ||
|---|---|---|
| Date | Shares Acquired Consideration ($) | |
| 13-Mar-01 | 100,841 | 5,344.57 |
| 14-Mar-01 | 99.159 | 5,255.43 |
| 14-Mar-01 | 25,841 | 1,369.57 |
| 15-Mar-01 | 20,000 | 1.060.00 |
| 19-Mar-01 | 125,000 | 6,937.50 |
| 21-Mar-01 | 25,000 | 1,387.50 |
| 26-Mar-01 | 100,000 | 5,550.00 |
| 26-Mar-01 | 4.159 | 230.82 |
| 27-Mar-01 | 35,000 | 1,942,50 |
| 28-Mar-01 | 50,000 | 2,775.00 |
| 02-Jul-01 | 40,000 | 2,220.00 |
| 03-Apr-01 | 59,860 | 3,322.23 |
| 04-Apr-01 | 15,140 | 817.56 |
| 11-Apr-01 | 5,701 | 307.85 |
| 12-Apr-01 | 25,000 | 1,350,00 |
| 17-Apr-01 | 69,299 | 3,742.15 |
| 18-Apr-01 | 40,000 | 2,040.00 |
| 26-Apr-01 | 12,701 | 647.75 |
| 30-Apr-01 | 40,000 | 2,040.00 |
| 28-Jun-01 | 120,000 | 2,820.00 |
| 29-Jun-01 | 142,400 | 4,044.16 |
| 04-Jul-01 | 10,000 | 310.00 |
| 05-Jul-01 | 33.000 | 1,089.00 |
| Totals | 2,507,501 | $124,739.27 |
þ
b
é
$\mathbf{c}$
FAST SCOUT LIMITED A.C.N. 088 488 724
This is Annexure E of one page referred to in the form 603, Notice of Initial Substantial Holder signed by Azhar Chaudhri and dated 10 December 2002.
sign here $\overline{\phantom{a}}$
Azhar Chaudhri
ANNEXURE E
Synopsis of Trust Arrangements:
- $\mathbf{1}$ . Renmuir Holdings Ltd is a company incorporated in the British Virgin Islands - it is a registered holder of securities in Fast Scout Ltd.
- $\overline{2}$ The shareholder of Renmuir Holdings Ltd holds the legal interest in Renmuir Holdings Ltd on bare trust for Farooq Khan ("First Trust").
-
- Farooq Khan, in turn, holds the beneficial interest in Renmuir Holdings Ltd on bare trust for Azhar Chaudhri ("Second Trust").
- $\overline{4}$ . Therefore, Azhar Chaudhri is the ultimate beneficial holder of the interests in Renmuir Holdings Ltd and has the power to direct Farooq Khan as bare trustee of the Second Trust.