THORNEY OPPORTUNITIES LTD — Major Shareholding Notification 2017

Dec 11, 2017

THORNEY HOLDINGS PROPRIETARY LIMITED ABN 37 006 262 835

Level 39, 55 Collins Street, Melbourne Vic 3000 Telephone +613 9921 7116 Facsimile +613 9921 7100

12 December 2017

BY ASX ONLINE - 4 pages

Manager Company Announcements ASX Limited Level 10 20 Bond Street SYDNEY 2000

Dear Sir/Madam,

Change of interests of substantial holder Thorney Opportunities Ltd [ASX:TOP]

On 24 November 2017 Thorney Opportunities Ltd announced it had placed $18.3 million to unrelated sophisticated investors, that Thorney Holdings Pty Ltd had committed to invest $3.0 million (subject to shareholder approval) and that eligible TOP shareholders will have the opportunity to participate on the same terms by way of a Share Purchase Plan (SPP).

The Placement Shares issued on 8 December 2017 by TOP temporarily dilute Thorney Holdings Proprietary Limited to 26.92%. Assuming shareholder approval, Thorney Holdings voting power is expected to be somewhere between 27.86% and 28.45% once all the SPP and Thorney Holdings Shares have been issued in February 2018.

Following is a Form 604 Notice of change of interests of substantial holder dated 12 December 2017 in accordance with section 671B of the Corporations Act 2001.

Yours sincerely,

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AVEE WAISLITZ Secretary

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To: company name/scheme THORNEY OPPORTUNITIES LTD ACN/ARSN ABN 41 080 167 264

1. Details of substantial holder

Name

Name Thorney Holdings Proprietary Limited and each of the entities listed in the attached Annexure “A” to this notice.

ACN (if applicable) 006 262 835

There was a change in the interests of the substantial holder on 8-Dec-17 The previous notice was given to the company on 16-Oct-15 The previous notice was dated 16-Oct-15

2. Previous and present voting power

The total number of shares votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate had a relevant interest 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	Previous Notice	Previous Notice	Present Notice	Present Notice
	Person’s votes	Voting power	Person’s votes	Voting power
FullyPaid OrdinaryShares	52,563,068	31.08%	52,563,742	26.92%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, relevant interests 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 are as follows:

Date of Change	Person whose relevant interest changed	Nature of change	Consideration given in relation to change	Number and class of securities affected	Person’s votes affected
6-Apr-16	Alex Waislitz	Dividend Reinvestment Plan	$0.52	674 ordinary shares	674

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	Nature of relevant interest	Number and class of shares	Person’s votes
Thorney Holdings Proprietary Limited	Thorney Holdings Proprietary Limited	Thorney Holdings Proprietary Limited	Beneficial Owner	45,957,538 ordinary shares	45,957,538
TIGA Trading Pty Ltd	TIGA Trading Pty Ltd	TIGA Trading Pty Ltd	Beneficial Owner	6,541,921 ordinary shares	6,541,921
Alex Waislitz	Mr Alex Waislitz	Alex Waislitz	Beneficial Owner	64,283 ordinary shares	64,283
Thorney Investment Group Australia Pty Ltd	As above	As above	By virtue of section 608 of the Corporations Act 2001	52,563,742 ordinary shares	52,563,742
Jamahjo Pty Ltd
Alex Waislitz

5. Changes in association

The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name Nature of association

6. Addresses

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

Name	Address
ThorneyHoldings ProprietaryLimited	Level 39,55 Collins Street,Melbourne 3000
TIGA Trading Pty Ltd ACN 118 961 210	Level 39, 55 Collins Street, Melbourne 3000
Thorney Investment Group Australia Pty Ltd ACN 117 488 892	Level 39, 55 Collins Street, Melbourne 3000
Jamahjo Pty Ltd ACN 117 488 696	C/- TWF Partners, Level 4, 25 Claremont Street, South Yarra, 3141
Alex Waislitz	Level 39,55 Collins Street,Melbourne 3000

Signature

Print name AVEE WAISLITZ Sign here

Capacity SECRETARY Date: 12 December 2017

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ANNEXURE ‘A’

This is Annexure A referred to in the Form 604 Notice of change of interests of substantial holder signed by me and dated 12 December 2017.

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.........................................

AVEE WAISLITZ Secretary

SUBSTANTIAL HOLDERS - ENTITY DETAILS

Entity	Address
Jamahjo PtyLtd, ACN 117 488 696	c/- TWF Partners, Level 4, 25 Claremont Street, South Yarra, 3141
Thistle Custodians PtyLtd,ACN 078 027 193	Level 39,55 Collins Street,Melbourne 3000
Thistle Holdings PtyLtd, ACN 075 051 464	Level 39, 55 Collins Street, Melbourne 3000
ThorneyAlpha PtyLtd,ACN 162 820 537	Level 39,55 Collins Street,Melbourne 3000
ThorneyBeta PtyLtd, ACN 162 828 677	Level 39, 55 Collins Street, Melbourne 3000
ThorneyHoldings ProprietaryLimited, ACN 006 262 835	Level 39, 55 Collins Street, Melbourne 3000
ThorneyInternational PtyLtd,ACN 132 886 698	Level 39,55 Collins Street,Melbourne 3000
Thorney Investment Group Australia Pty Ltd, ACN 117 488 892	Level 39, 55 Collins Street, Melbourne 3000
ThorneyManagement Services PtyLtd, ACN 164 880 148	Level 39, 55 Collins Street, Melbourne 3000
ThorneyOmega PtyLtd,ACN 163 964 636	Level 39,55 Collins Street,Melbourne 3000
TIGA PropertyPtyLtd, ACN 117 811 453	Level 39, 55 Collins Street, Melbourne 3000
TIGA(Ballarat)PtyLtd,ACN 117 812 030	Level 39,55 Collins Street,Melbourne 3000
TIGA Finance PtyLtd, ACN 118 521 412	Level 39, 55 Collins Street, Melbourne 3000
TIGA(Hawthorn)PtyLtd, ACN 126 952 663	Level 39, 55 Collins Street, Melbourne 3000
TIGA Tails PtyLtd, ACN 080 534 416	Level 39, 55 Collins Street, Melbourne 3000
TIGA TradingPtyLtd, ACN 118 961 210	Level 39, 55 Collins Street, Melbourne 3000