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TALIUS GROUP LIMITED — Major Shareholding Notification 2009
Nov 5, 2009
65893_rns_2009-11-05_15241ac0-3e49-40cf-a5c2-4f1a5372df27.pdf
Major Shareholding Notification
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Form 604 Corporations Act, 2001 671B
Notice of change in interests of substantial holder
To: Company Name/Scheme:[Advance Ener][gy][ Ltd ]
ACN/ARSN [111 823 762 ]
1. Details of substantial holder[(1)]
ANTHONY NELSON SHORT and FAY HOLDINGS PTY LTD
Name
ACN/ARSN (if applicable) 062 426 699 (Fay Holdings)
There was a change in the interests of the substantial holder on 6 August 2009
The previous notice was given to the company on 9 September 2008.
The previous notice was dated 9 September 2008.
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 | Previous notice | Present notice | Present notice |
|---|---|---|---|---|
| Person's votes | Voting power(5) | Person's votes | Voting power(5) | |
| Ordinary | 16,458,599 | 13.85% | 16,458,599 | 10.53% |
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 of change |
Person whose relevant interest changed |
Nature of change(6) | Consideration given in relation to change(7) |
Class and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| 06/08/09 | All relevant interests | Dilution arising in respect of share placement |
N/A | 16,458,599 ordinary shares |
16,458,599 ordinary shares |
Page 1 of 3
FORM 604 NOTICE OF CHANGE OF SUBSTANTIAL SHAREHOLDER
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder(8) |
Nature of relevant interest(6) | Class and number of securities and Person’s votes |
|---|---|---|---|---|
| Ordinary Shares | ||||
| Short Nominees Pty Ltd |
Short Nominees Pty Ltd |
Short Nominees Pty Ltd |
2,946,428 Ordinary fully paid |
|
| Fay Holdings Pty Ltd |
Fay Holdings PtyLtd |
Fay Holdings Pty Ltd |
13,476,740 Ordinaryfully paid |
|
| Cumberland Investments (WA)PtyLtd |
Cumberland Investments (WA)PtyLtd |
Cumberland Investments (WA) PtyLtd |
3 Ordinary fully paid founder shares |
|
| Julie Fay Short | Julie Fay Short | Julie Fay Short | 13,714 Ordinary fully paid |
|
| Suzie Fay Short | Suzie Fay Short |
Suzie Fay Short | 8,000 Ordinary fully paid |
|
| Perry Nelson Short |
Perry Nelson Short |
Perry Nelson Short |
13,714 Ordinary fully paid |
5. Changes in association
The persons who have become associates[(2)] of, ceased to be associates of, or have change 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 |
|---|---|
| N/A |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| ShortNomineesPtyLtd | 15 JohnStreet CottesloeWestern Australia 6011 |
| FayHoldingsPtyLtd | 15 JohnStreet CottesloeWestern Australia 6011 |
| CumberlandInvestments (WA)PtyLtd | 15 JohnStreet CottesloeWestern Australia 6011 |
| Julie Fay Short | 15 John Street Cottesloe Western Australia 6011 |
| Suzie Fay Short | 15 John Street Cottesloe Western Australia 6011 |
| Perry Nelson Short | 15 John Street Cottesloe Western Australia 6011 |
Signature
print name Anthony Nelson Short
capacity Director Fay Holdings Pty Ltd and in own right
sign here
date 6 November 2009
Page 2
FORM 604 NOTICE OF CHANGE OF SUBSTANTIAL SHAREHOLDER
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 Law.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Law.
(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 circumstance 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 Law.
(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, 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.
(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.
Page 3
605 Page 1 of 2 15 July 2001
Form 605
Corporations Act 2001
Section 671B
Notice of ceasing to be a substantial holder
To Company Name/Scheme
ACN/ARSN
Advance Energy Ltd
111 823 762
1. Details of substantial holder (1)
Name Gordon Alfred Sklenka and Formaine Pty Ltd
ACN/ARSN (if applicable)
009 423 509 (Formaine Pty Ltd)
The holder ceased to be a substantial holder on
06 / 08 / 2009
The previous notice was given to the company on
09/09/2008The previous notice was dated
09/09/2009
2. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 of change |
Person whose relevant interest changed |
Nature of change (4) | Consideration given in relation to change (5) |
Class (6) and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
06/08/09 |
GordonAlfredSklenka andFormaine PtyLtd |
Cease to besubstantialholder due todilution fromshare issue |
NA |
6,805,357 |
4.35% |
3. Changes in association
The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) 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
4. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
Formaine Pty Ltd andGordon Sklenka |
16 Francis Street, Subiaco WA 6008 |
605 Page 2 of 2 15 July 2001
Signature
| re | |
|---|---|
| print name sign here |
Gordon Sklenkacapacity Director Formaine Pty Ltd and inown right |
date06/11/2009 |
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 4 of the form.
-
(2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
-
(3) See the definition of "associate" in section 9 of the Corporations Act 2001.
-
(4) 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.
-
(5) 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.
-
(6) The voting shares of a company constitute one class unless divided into separate classes.
-
(7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
603 page 1/2 15 July 2001
Form 603
Corporations Act 2001 Section 671B
Notice of initial substantial holder
To Company Name/Scheme ADVANCE ENERGY LTD ACN/ARSN 111 823 762
1. Details of substantial holder (1)
Name Glory Run Pty Ltd and Odin Energy Ltd ACN/ARSN (if applicable) 127 715 520 and 124 491 416
The holder became a substantial holder on 27 / 10 /2009
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 ofsecurities (4) | Numberofsecurities | Person'svotes (5) | Voting power(6) |
|---|---|---|---|
| Ordinary | 10,970,000 | 10,970,000 | 7.02% |
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 |
|---|---|---|
| Glory Run Pty Ltd | Glory Run Pty Ltd-subsidiary | 8,970,000 |
| Odin Energy Ltd | Odin Energy Ltd-holding company |
2,000,000 |
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 be registered as holder (8) |
Class and number of securities |
|---|---|---|---|
| Glory Run Pty Ltd | Glory Run Pty Ltd | Glory Run Pty Ltd | 8,970,000 ordinary fully paid |
| Odin Energy Ltd | Odin Energy Ltd | Odin Energy Ltd | 2,000,000 ordinary fully paid |
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 | |||
| Glory Run Pty Ltd | 10/07/2009 | $8,100 | 100,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 14/07/2009 | $20,997.34 | 260,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 15/07/2009 | $8,406.96 | 102,555 ordinary fully paid |
|
| Glory Run Pty Ltd | 16/07/2009 | $6,350.00 | 75,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 17/07/2009 | $1,920.49 | 22,445 ordinary fully paid |
|
| Glory Run Pty Ltd | 23/07/2009 | $8,675.00 | 105,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 24/07/2009 | $5,275.00 | 65,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 29/07/2009 | $6,400.00 | 80,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 31/07/2009 | $4,000.00 | 50,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 17/08/2009 | $39,927.45 | 450,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 21/08/2009 | $7,380.00 | 100,000 ordinary fully paid |
| Glory Run Pty Ltd | 26/08/2009 | $7,920.00 | 100,000 ordinary fully paid |
|
|---|---|---|---|---|
| Glory Run Pty Ltd | 26/08/2009 | $360,000.00 | 4,500,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 28/08/2009 | $6,400.00 | 80,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 01/09/2009 | $7,900.00 | 100,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 03/09/2009 | $7,900.00 | 100,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 04/09/2009 | $15,320.00 | 200,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 08/09/2009 | $7,600.00 | 100,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 06/10/2009 | $66,279.90 | 600,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 07/10/2009 | $32,229.88 | 299,927 ordinary fully paid |
|
| Glory Run Pty Ltd | 08/10/2009 | $24,737.70 | 229,287 ordinary fully paid |
|
| Glory Run Pty Ltd | 09/10/2009 | $45,033.57 | 410,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 12/10/2009 | $14,099.36 | 120,786 ordinary fully paid |
|
| Glory Run Pty Ltd | 13/10/2009 | $12,000.00 | 100,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 16/10/2009 | $11,500.00 | 100,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 19/10/2009 | $7,700.00 | 70,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 22/10/2009 | $10,000.00 | 100,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 23/10/2009 | $4,982.00 | 50,000 ordinary fully paid |
|
| Glory Run Pty Ltd | 26/10/2009 | $10,500.00 | 100,000 ordinary fully paid |
| Glory Run Pty Ltd | 27/10/2009 | $19,960.00 | 200,000 ordinary fully paid |
||
|---|---|---|---|---|---|
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 Nature of association applicable) Odin Energy Ltd Group-holding company ACN 124 491 416 Glory Run Pty Ltd Group-subsidiary 127 715 520
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Glory Run Pty Ltd | Suite 2, 16 Ord Street, West Perth WA 6005 |
| Odin EnergyLtd | Suite 2, 16 Ord Street, West Perth WA 6005 |
Signature
print name Alex Bajada sign here
capacity Director Glory Run Pty Ltd
date 06/11 /2009
DIRECTIONS
If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the
- (1) 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.
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 (5) 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:
any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a (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
any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or (b) 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.
If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write (8) "unknown".
Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was (9) 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.