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TIVAN LIMITED Major Shareholding Notification 2019

Aug 1, 2019

65967_rns_2019-08-01_b38b0ce5-fe3d-4441-878a-42019964fc6e.pdf

Major Shareholding Notification

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Form 604 Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To: Company Name/Scheme TNG Limited
ACN/ARSN 12 000 817 023
1. Details of substantial holder (1)
Name Sparta AG, Hamburg, Germany
Deutsche Balaton Aktiengesellschaft, Heidelberg, Germany
VV Beteiligungen Aktiengesellschaft, Heidelberg, Germany
DELPHI Unternehmensberatung Aktiengesellschaft, Heidelberg, Germany
Wilhelm K.T. Zours, Heidelberg, Germany
ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on
The previous notice was given to the company on
The previous notice was dated
31
07
19
18
06
19
18
06
19

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 of scheme, are as follows:

Class of securities (4) Previous notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
Fully paid ordinary shares 108.576.882 10.14% 138.116.782 12.28%

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 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
31 July 2019 Deutsche Balaton
Aktiengesellschaft
Issue of shortfall shares
pursuant to Rights Issue
Underwriting Agreement
\$0.093 per share ordinary shares,
29,539,900
29,539,900

4. Present relevant interest

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
Person's votes
Sparta AG Sparta AG Registered Holder Ordinary Shares,
65,000,000
65.000.000
Deutsche Balaton
Aktiengesellschaft
Sparta AG, Deutsche
Balaton Aktiengesellschaft
Registered Holder, Major
Shareholder of Sparta AG
Ordinary Shares,
94.539,900
94,539,900
VV Beteiligungen
Aktiengesellschaft
Sparta AG, Deutsche
Balaton Aktiengesellschaft
Major Shareholder of
Deutsche Balaton
Aktiengesellschaft
Ordinary Shares,
94.539,900
94,539,900
DELPHI
Unternehmensberatung
Aktiengesellschaft
Sparta AG, Deutsche
Balaton Aktiengesellschaft,
DELPHI
Unternehmensberatung
Aktiengesellschaft
Registered Holder, Holding
Company of VV Beteiligungen
Aktiengesellschaft
Ordinary Shares,
138,116,782
138,116,782
Wilhelm K.T. Zours Sparta AG, Deutsche
Balaton Aktiengesellschaft,
DELPHI
Unternehmensberatung
Aktiengesellschaft
Major Shareholder of DELPHI
Unternehmensberatung
Aktiengesellschaft
Ordinary Shares,
138,116,782
138,116,782

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed 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

6. Addresses

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

Name Address
Sparta AG Brook 1, 20457 Hamburg, Germany
Deutsche Balaton Aktiengesellschaft Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany
VV Beteiligungen Aktiengesellschaft Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany
DELPHI Unternehmensberatung
Aktiengesellschaft
Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany
Wilhelm K.T. Zours 69120 Heidelberg, Germany

Signature

print name Rolf Birkert capacity
sign here date 01 08 19

DIRECTIONS

  • $(1)$ If there are a number of substantial holders with similar or related relevant issues (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 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 person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • $(6)$ Include details of:

  • 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 $(a)$ 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, 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.
  • $(7)$ 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 in 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.