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TERRACOM LIMITED Major Shareholding Notification 2021

Sep 28, 2021

65910_rns_2021-09-28_664869f0-5a32-4a95-a261-162a10b8fff6.pdf

Major Shareholding Notification

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To:

ASX Limited 20 Bridge Street Sydney NSW 2000

Delivered by email: [email protected]

28 September 2021

Dear Sirs

TerraCom Limited (ASX: TER) – Form 603

Please find attached a Form 603 updating the Form 603 given by Javelin Global Commodities (UK) Ltd (“ ActiveCo ”) on 29 July 2021 in respect of a substantial holding in TerraCom Limited (ASX: TER).

The disclosure has been revised to include details of those Javelin group entities that also hold a relevant interest in the shares in which ActiveCo has a relevant interest. The details of the entity entitled to be registered as holder of the shares (refer section 4) has also been corrected.

We confirm that there has been no change to the number of securities held or voting power previously disclosed in the Form 603 given on 29 July 2021.

Yours faithfully,

Peter Bradley Chief Executive Officer Javelin Global Commodities (UK) Ltd

Enc. Form 603

7 Howick Place, London, SW1P 1BB. Tel: +44 (0) 20 7123 5900 Company Number. 09489516

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme TerraCom Limited ( TER )

ACN/ARSN ACN 143 533 537

1. Details of substantial holder (1)

Name ACN/ARSN (if applicable)

This notice is given by Javelin Global Commodities (UK) Ltd ( Javelin UK ) and Javelin Global Commodities (SG) Pte Ltd ( Javelin SG ) on their own behalf, and on behalf of each of the entities listed in sections 3 and 4 below.

The holder became a substantial holder on 27/07/2021

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)
Fully paid ordinaryshares 64,316,368 64,316,368 8.53%

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:

r are as follows:
Holder of relevant interest Nature of relevant interest(7) Class and number of securities
Javelin SG Taken under section 608(1) of the
Corporations Act 2001(Cth) to have a
relevant interest as beneficial holder of
shares in TER.
64,316,368 fully paid ordinary shares
Javelin UK Taken to have a relevant interest in
shares in which Javelin SG has a
relevant interest under section 608(3) of
the_Corporations Act 2001_(Cth) by virtue
of having control of Javelin SG and under
608(1) of the_Corporations Act 2001_
(Cth).

64,316,368 fully paid ordinary shares
Javelin Global Commodities Services
Ltd
Taken under section 608(3) of the
Corporations Act 2001(Cth) to have a
relevant interest in shares in which
Javelin SG has a relevant interest in, by
virtue of having control of Javelin UK.
64,316,368 fully paid ordinary shares
Javelin Global Commodities Group
Holdings Ltd
Taken under section 608(3) of the
Corporations Act 2001(Cth) to have a
relevant interest in shares in which
Javelin SG has a relevant interest in, by
virtue of having control of Javelin UK.
64,316,368 fully paid ordinary shares
Javelin Global Commodities Holdings
LLP
Taken under section 608(3)(b) of the
Corporations Act 2001(Cth) to have a
relevant interest in shares in which
Javelin SG has a relevant interest in, by
virtue of having control of Javelin UK.
64,316,368 fully paid ordinary shares

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
The entities named in section 3
above.
Javelin UK Javelin SG 64,316,368 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:

ntial holder is as follows:
Holder of relevant
interest
Date of acquisition Consideration (9) Class and number
of securities
Cash Non-cash
The entities named in section 3
above.
27 July 2021 AUD 7,717,964 N/A 64,316,368 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
Each of the entities listed in Annexure A
(Javelin Entities)
The Javelin Entities are controlled by Javelin Global Commodities Holdings LLP and
therefore are associated with Javelin UK and Javelin SG under section 12(2)(a) of
the_Corporations Act_2001 (Cth). As a result of this association, the Javelin Entities
have the same voting power and substantial interest in TER as Javelin UK and
Javelin SG.

7. Addresses

The addresses of persons named in this form are as follows:

Name Address
JavelinSG Level6 ,RepublicPlaza, 9RafflesPlace, Singapore, 048619
Javelin UK 7 Howick Place, London, SW1P 1BB, UK
Javelin Global Commodities Services Ltd 7 Howick Place, London, SW1P 1BB, UK
Javelin Global Commodities Group
Holdings Ltd
7 Howick Place, London, SW1P 1BB, UK
Javelin Global Commodities Holdings LLP 7 Howick Place, London, SW1P 1BB, UK
Javelin Entities 7 Howick Place, London, SW1P 1BB, UK

Signature

print name Peter Bradley
capacity
CEO
sign here
date
16/09/2021
DIRECTIONS
er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
paragraph 7 of the form.
f "associate" in section 9 of the Corporations Act 2001.
f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
of a company constitute one class unless divided into separate classes.
  • (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, moneys 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.

Annexure A to From 603

This is Annexure A of 1 page referred to in Form 603 – Notice of initial substantial holder signed by Peter Bradley (CEO) and dated 16 September 2021.


Signed

Peter Bradley, CEO – Javelin Global Commodities (UK) Ltd

Javelin Entities

  1. Javelin Global Commodities Trading (UK) Ltd

  2. Javelin Global Commodities (CH) GmbH

  3. Javelin Global Commodities (IL) Ltd

  4. Blackjewel Marketing and Sales (UK) Ltd

  5. Javelin Global Commodities (US) GP LLC

  6. Bluegrass Commodities LP

  7. Bluegrass Commodities GP LLC

  8. Black Mountain Marketing and Sales GP LLC

  9. Clintwood Marketing and Sales GP LLC

  10. Javelin Global Commodities (US) LP

  11. Bluegrass Commodities Holdings LP

  12. Black Mountain Marketing and Sales LP

  13. Clintwood Marketing and Sales LP

  14. Javelin Hydrocarbon Employee Holdings LP

  15. Javelin Hydrocarbon GP LLC

  16. Javelin Hydrocarbon LP

  17. OakGrove Marketing and Sales Ltd

  18. BlackHawk Marketing and Sales GP LLC

  19. BlackHawk Marketing and Sales LP

  20. Javelin Global Commodities PR LLC

  21. Javelin Private Capital Group LLC

  22. Javelin Global Commodities (AU) Pty Ltd