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VINYL GROUP LTD Major Shareholding Notification 2019

Jul 14, 2019

66014_rns_2019-07-14_b8882f4b-8f68-4251-883f-5587594c3048.pdf

Major Shareholding Notification

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604 Page 1 of 2 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

Jaxsta Limited

ACN/ARSN 106 513 580

1. Details of substantial holder (1)

Name Jaxsta Limited

ACN/ARSN (if applicable)

106 513 580

There was a change in the interests of the substantial holder on

substantial holder on 13 / 07 / 2019 The previous notice was given to the company on 25 / 03 / 2019 The previous notice was dated 25 / 03 / 2019

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:


ompany or 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
88,910,620 40.76% 87,593,951 37.87%

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
Refer
Annexure
1

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
Person's votes
Refer
Annexure
2

604 Page 2 of 2 15 July 2001

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 N/A

6. Addresses

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

Name Address
Jaxsta Limited Level 1, 113-115 Oxford Street, Darlinghurst NSW 2010

Signature

print name Naomi Dolmatoff capacity Company Secretary sign here date 15 / 07 / 2019

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 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:

  • (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.

  • (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.

Jaxsta Limited ACN 106 513 580

This is Annexure 1 of 1 pages referred to in Form 604 Notice of change of interests of substantial holder

Signed: _____

Date: 15 July 2019

3. Changes in relevant interests

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Date of
change
Person whose relevant interest changed Nature of change (6) Consideration
given to change
(7)
Class and number of
securities affected
(fully paid ordinary
shares)
Person’s
votes
affected
27/03/2019 AUSCOAL SUPERANNUATION PTY LTD Release of securities from
escrow
Nil 416,667 0.18%
12/07/2019 L&R BRYANT INVESTMENTS PTY Release of securities from
escrow
Nil 66,668 0.03%
13/07/2019 AUSCOAL SUPERANNUATION PTY LTD Release of securities from
escrow
Nil 833,334 0.36%

1

Jaxsta Limited ACN 106 513 580

This is Annexure 2 of 3 pages referred to in Form 604 Notice of change of interests of substantial holder

Signed: _____

Date: 15 July 2019

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 (fully paid
ordinary shares)
Person’s
votes
Jacqueline Samantha Louez
Schoorl
Jacqueline Samantha Louez
Schoorl
Jacqueline Samantha Louez
Schoorl
Refer Note 1
(below)
25,920,004 11.20%
Louis Schoorl Louis Schoorl Louis Schoorl Refer Note 1
(below)
25,920,000 11.20%
Gleneagle Securities
Nominees PtyLimited
Gleneagle Securities Nominees
PtyLimited
Gleneagle Securities
Nominees PtyLimited
Refer Note 1
(below)
15,400,000 6.66%
Margarita Hanks ATF The
Lemon SoupTrust
Margarita Hanks ATF The
Lemon SoupTrust
Margarita Hanks ATF The
Lemon SoupTrust
Refer Note 1
(below)
748,175 0.32%
Fernsha Pty Limited ACN 072
956 499 ATF Simon’s Brooklyn
Trust
Fernsha Pty Limited ACN 072
956 499 ATF Simon’s Brooklyn
Trust
Fernsha Pty Limited ACN 072
956 499 ATF Simon’s Brooklyn
Trust
Refer Note 1
(below)
333,333 0.14%
Finrow Limited (BVI Company
No. 551542)
Finrow Limited (BVI Company
No. 551542)
Finrow Limited (BVI Company
No. 551542)
Refer Note 1
(below)
294,103 0.13%

1

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 (fully paid
ordinary shares)
Person’s
votes
LSAF Holdings Pty Ltd ACN 124
123 271 ATF Owen Family
Trust
LSAF Holdings Pty Ltd ACN 124
123 271 ATF Owen Family Trust
LSAF Holdings Pty Ltd ACN 124
123 271 ATF Owen Family
Trust
Refer Note 1
(below)
583,335 0.25%
LSAF Investments Pty Ltd ACN
107 412 000 ATF L&S Owen
FamilySuperannuation Fund
LSAF Investments Pty Ltd ACN
107 412 000 ATF L&S Owen
FamilySuperannuation Fund
LSAF Investments Pty Ltd ACN
107 412 000 ATF L&S Owen
FamilySuperannuation Fund
Refer Note 1
(below)
333,333 0.14%
Renata Cooper Nominees Pty
Ltd
Renata Cooper Nominees Pty
Ltd
Renata Cooper Nominees Pty
Ltd
Refer Note 1
(below)
409,303 0.18%
Damon Joseph Verheggen Damon Joseph Verheggen Damon Joseph Verheggen Refer Note 1
(below)
666,666 0.29%
Merrill Lynch (Australia)
Nominees Pty Limited ACN
003 925 031 as custodian for
Regal Emerging Companies
Fund II ABN 77 345 792 788
Merrill Lynch (Australia)
Nominees Pty Limited ACN 003
925 031 as custodian for Regal
Emerging Companies Fund II
ABN 77 345 792 788
Merrill Lynch (Australia)
Nominees Pty Limited ACN
003 925 031 as custodian for
Regal Emerging Companies
Fund II ABN 77 345 792 788
Refer Note 1
(below)
416,667 0.18%
Jackie Au Yeung Jackie Au Yeung Jackie Au Yeung Refer Note 1
(below)
416,667 0.18%
Mt Ida Co Pty Ltd ACN 154 317
834 ATF Forfar Trust
Mt Ida Co Pty Ltd ACN 154 317
834 ATF Forfar Trust
Mt Ida Co Pty Ltd ACN 154 317
834 ATF Forfar Trust
Refer Note 1
(below)
166,667 0.07%
Josephus Jeffrey Verheggen
ATF The Mia and Sef
TestamentaryTrust(Jeff)
Josephus Jeffrey Verheggen ATF
The Mia and Sef Testamentary
Trust
Josephus Jeffrey Verheggen
ATF The Mia and Sef
TestamentaryTrust(Jeff)
Refer Note 1
(below)
166,667 0.07%
Brett Cottle Brett Cottle Brett Cottle Refer Note 1
(below)
41,667 0.02%
JJC Capital Pte Ltd Company
No. 201505549E
JJC Capital Pte Ltd Company No.
201505549E
JJC Capital Pte Ltd Company
No. 201505549E
Refer Note 1
(below)
10,000,000 4.32%
Ms Melanie Verheggen Ms Melanie Verheggen Ms Melanie Verheggen Refer Note 1
(below)
5,618,455 2.43%
LSAF Holdings Pty Ltd FamilyAccount> LSAF Holdings Pty Ltd FamilyAccount> LSAF Holdings Pty Ltd FamilyAccount> Refer Note 1
(below)
158,909 0.07%

2

Note 1: Deemed relevant interest under section 608(1) of the Corporations Act arising from the restriction of the disposal of shares pursuant to the Acquisition Agreement the details of which are set out in the Jaxsta Prospectus dated 28 September 2018. Shareholders approved the acquisition of a relevant interest at the Company’s General Meeting held on 17 August 2018 (refer notice of meeting lodged with ASX on 16 July 2018 for Mobilarm Limited (ASX: MBO) for further details.

3