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TIVAN LIMITED — Major Shareholding Notification 2022
Jul 27, 2022
65967_rns_2022-07-27_c84410ae-43b5-4ea9-853b-3984a325cb04.pdf
Major Shareholding Notification
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Form 603 Corporations Act 2001
Section 671B
Notice of initial substantial holder
| To Company Name/Scheme | TNG Limited (Company) | |
|---|---|---|
| ACN/ARSN | 000 817 023 | |
| 1. Details of substantial holder (1) | ||
| Name | Grant Francis Wilson | |
| ACN/ARSN (if applicable) | ||
| The holder became a substantial holder on | 20/07/2022 |
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 Ordinary Shares | 122,494,092 | 122.494.092 | 8.82% |
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 |
|---|---|---|
| Grant Francis Wilson | Direct holding of fully paid ordinary shares | 27,660,284 Fully Paid Ordinary Shares |
| Grant Francis Wilson | Each Registered Security Holder listed in litem 4 below are associates of Grant Francis Wilson as each Registered Security Holder and Mr Wilson have signed a notice requesting the directors of the Company to call a General Meeting bursuant to section 249D of the Corporations Act 2001 (Cth) (Notice). A copy of the Notice is annexed to this ldocument in Annexure A. |
94,833,808 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 |
|---|---|---|---|
| Grant Francis Wilson | Grant Francis Wilson | Grant Francis Wilson | 27,660,284 Fully Paid Ordinary Shares |
| Grant Francis Wilson | Bruno Dimasi | Bruno Dimasi | 5,470,000 Fully Paid Ordinary Shares |
| Grant Francis Wilson | David Noel Thackrav | David Noel Thackray | 11,030 Fully Paid Ordinary Shares |
| Grant Francis Wilson | William Brown Warren and Helena Marilyn Brown as for the W W в trustees Investments P/L S/F A/C |
Warren William Brown and Marilyn Helena Brown as trustees for the WWB Investments P/L S/F A/C |
85,575,000 Fully Paid Ordinary Shares |
| Grant Francis Wilson | Paul Brown | Paul Brown | 3,777,778 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:
| Holder of relevant interest |
Date of acquisition | Consideration (9) | Class and number of securities |
|
|---|---|---|---|---|
| Cash | Non-cash | |||
| Grant Francis Wilson | 20 July 2022 | No consideration given for acquisition of relevant interest through association |
94,833,808 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 |
|---|---|
| Bruno Dimasi | Each person is an associate of Grant Francis Wilson as each person and Mr Wilson have signed a notice requesting the directors of the Company to call a General Meeting pursuant to section 249D of the Corporations Act 2001 (Cth) (Notice). A copy of the Notice is annexed to this document in Annexure A. |
| David Noel Thackray | |
| Warren William Brown and Marilyn Helena Brown as trustees for the W W B Investments P/L S/F A/C |
|
| Paul Brown |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address | |
|---|---|---|
| Bruno Dimasi | 54 McCracken Street, Essendon VIC 3040 | |
| David Noel Thackray | 7 Parkville Place, Donvale VIC 3111 | |
| Warren William Brown and Marilyn Helena Brown as trustees for the W W B Investments P/L S/F A/C |
39 Gladstone Road, Ipswich QLD 4305 | |
| Paul Brown | Unit 21, 59 Jephson Street, Toowong QLD 4066 | |
| Grant Francis Wilson | 4 Etham Avenue, Darling Point NSW 2027 |
Signature
| print name | Grant Francis Wilson | capacity |
|---|---|---|
| sign here | 27/7/2022 date |
DIRECTIONS
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 ann $(1)$
- $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
- See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
- $(4)$ 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 associate has a $(5)$ relevant interest in.
- The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
- $(7)$ 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 $(a)$ 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 disposal of the $(b)$ 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 "unknown." $(8)$
- 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 $(9)$
Annexure A
TNG Limited ACN 000 817 023 Suite 20, 22 Railway Road Subiaco Western Australia 6008
REQUEST FOR DIRECTORS TO CALL A GENERAL MEETING
PURSUANT TO SECTION 249D OF THE CORPORATIONS ACT 2001 (CTH)
Pursuant to section 249D of the Corporations Act 2001 (Cth), the undersigned, being members of TNG Limited ACN 000 817 023 (Company) holding at least 5% of the votes that may be cast at a general meeting of the Company, hereby request the directors of the Company to call and arrange to hold a general meeting of the Company to consider and, if thought fit, to pass each of the following resolutions as ordinary resolutions:
Resolution 1:
That, pursuant to section 203D(1) of the Corporations Act 2001 (Cth) Mr Paul Edward Burton be removed as a director of the Company effective immediately on the passing of this resolution.
Resolution 2:
That, pursuant to section 2030(1) of the Corporations Act 2001 (Cth) Mr John Edward Elkington be removed as a director of the Company effective immediately on the passing of this resolution.
Resolution 3:
That, pursuant to section 203D(1) of the Corporations Act 2001 (Cth), any person appointed as a director of the Company on and from 18 July 2022 until the commencement of the general meeting at which this resolution is passed be removed as director of the Company with effect from the end of the general meeting of the Company at which this resolution is passed.
Resolution 4:
That, Mr Grant Wilson, having consented to act as a director of the Company, be appointed as a director of the Company effective immediately on the passing of this resolution.
Resolution 5:
That, Dr Anthony Robinson, having consented to act as a director of the Company, be appointed as a director of the Company effective immediately on the passing of this resolution.
Signed consents to act as a director of the Company from Mr Grant Wilson and Dr Anthony Robinson, are set out as Annexure A to this notice, which consents, together with this notice, constitute a nomination for each proposed director for the purposes of Article 6.2(e)(i) of the constitution of the Company, and a consent to the nomination by each proposed director.
Dated: 20 July 2022
Signed by:
Signed by Mr Bruno Dimasi:
Signature of Mr Bruno Dimasi
Sangbeine
Signature of Witness
Signed by Mr David Noel Thackray:
Signature of Mr David Noel Thackray
$H \sim 4$
Signature of Witness
Honey Jadia Name of Witness
Sonia Barile
Name of Witness
Signed by Mr Warren William Brown and Mrs Marilyn Helena Brown as trustees for W W B Investments P/L S/F A/C:
Signature of Warren William Brown
Signature of Marilyn Helena Brown
Signed by Mr Paul Brown:
Signature of Mr Paul Brown
Signature of Witness
Signed by Mr Grant Francis Wilson:
$C-t$
Signature of Mr Grant Francis Wilson
juli Signature Witners
Paul Lohr Name of Witness
CHARLOITE GALEA Name of Witness
6141293.1
Annexure A: Signed Consents
6141293.1
$\overline{\mathbf{3}}$
CONSENT TO ACT AS DIRECTOR
The Directors To:
TNG Limited (ACN 000 817 023) (Company)
Suite 20, 22 Railway Road Subiaco, Western Australia 6008
1. CONSENT
I hereby consent to act as a director of the Company for the purposes of section 201D of the Corporations Act 2001 (Cth) (Corporations Act).
2. PERSONAL DETAILS
My personal details are as follows:
Full name:
Former name(s) (if any):
Usual residential address:
Date of birth:
Place of birth:
3. CONFIRMATIONS
I do not have, to my knowledge, any material personal interest in a matter that relates to the affairs of $(a)$ the Company of which a director must give notice under the Corporations Act (including but not limited to under section 191 of the Corporations Act).
Note: Under the Corporations Act, directors have an ongoing obligation to disclose to the other directors of the Company details of any material personal interest in a matter that relates to the affairs of the Company. As the Company is a public listed company, directors must also immediately disclose to the Company all relevant interests which they hold in securities in the Company or any of its related bodies corporate, both on appointment as a director of the Company, and whenever any change in that interest occurs.
- $(b)$ I confirm that I am not entitled to have an alternative address substituted for my usual residential address in accordance with section 205D(2) of the Corporations Act.
- I confirm that I am not restricted by the Corporations Act from appointment as a director or from $(c)$ taking part in the management of a corporation and that my appointment as a director of the Company will not breach the terms of any agreement by which I am bound.
GRANT FRANCIS WILSON 4 ETHAM AVE, PARKING POINT NSN 227 $22/04/1974$ gyoney
4. USE OF TECHNOLOGY
On becoming a director, I consent to the use of telephone and videoconferencing technology for calling and holding directors' meetings.
Dated: $20 - 72022$
$l_{1^{200}}+10l$
Signature of proposed director
CONSENT TO ACT AS DIRECTOR
$To:$ The Directors
TNG Limited (ACN 000 817 023) (Company)
Suite 20, 22 Railway Road Subiaco, Western Australia 6008
1. CONSENT
I hereby consent to act as a director of the Company for the purposes of section 201D of the Corporations Act 2001 (Cth) (Corporations Act).
2. PERSONAL DETAILS
My personal details are as follows:
| Full name: | ANTHONY JAMES ROBINSON | |
|---|---|---|
| Former name(s) (if any): | ||
| Isual residential address: | 81 VICTORIA AVENUE, DALKEITH, WA, 6009 | |
| Date of birth: | 11 FEB 1970 | |
| Place of birth: | MT LAWLEY, WESTERN AUSTRALIA |
3. CONFIRMATIONS
$(a)$ I do not have, to my knowledge, any material personal interest in a matter that relates to the affairs of the Company of which a director must give notice under the Corporations Act (including but not limited to under section 191 of the Corporations Act).
Note: Under the Corporations Act, directors have an ongoing obligation to disclose to the other directors of the Company details of any material personal interest in a matter that relates to the affairs of the Company. As the Company is a public listed company, directors must also immediately disclose to the Company all relevant interests which they hold in securities in the Company or any of its related bodies corporate, both on appointment as a director of the Company, and whenever any change in that interest occurs.
- I confirm that I am not entitled to have an alternative address substituted for my usual residential $(b)$ address in accordance with section 205D(2) of the Corporations Act.
- $(c)$ I confirm that I am not restricted by the Corporations Act from appointment as a director or from taking part in the management of a corporation and that my appointment as a director of the Company will not breach the terms of any agreement by which I am bound.
4. USE OF TECHNOLOGY
On becoming a director, I consent to the use of telephone and videoconferencing technology for calling and holding directors' meetings.
Dated: 20th JULY 2022
Signature of proposed director