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VINYL GROUP LTD — Major Shareholding Notification 2024
May 8, 2024
66014_rns_2024-05-08_0d1dc8f9-1228-4e15-8175-0a2d654f668a.pdf
Major Shareholding Notification
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604 Page 1 of 5 15 July 2001
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme Vinyl Group Ltd ( Company )
ACN/ARSN 106 513 580
1. Details of substantial holder (1)
Songtradr, Inc. on behalf of itself and each of its associates Paul Lancaster Wiltshire, Wiltshire Media Pty Name Ltd, Wiltshire Media LLC and each of the entities identified in Annexure A of this notice (collectively, the Substantial Holders )
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on 02 / 05 / 2024 The previous notice was given to the company on 19 / 09 / 2023 The previous notice was dated 19 / 09 / 2023
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 | 109,754,631 | 18.23% | 187,342,793 | 19.95% |
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:
| s 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 |
| 30/11/23 | Substantial Holders |
Dilution due to the issue of fully paid ordinary shares by the Company to third parties |
- | 109,754,631 | 109,754,631 |
| 28/12/23 | Substantial Holders |
Dilution due to the issue of fully paid ordinary shares by the Company on the conversion of a convertible note by a thirdparty |
- | 109,754,631 | 109,754,631 |
| 31/01/24 | Substantial Holders |
Dilution due to the issue of fully paid ordinary shares by the Company to third parties |
- | 109,754,631 | 109,754,631 |
| 05/03/24 | Substantial Holders |
Dilution due to issue of fully paid ordinary shares by the Company upon the exercise of options by thirdparties |
- | 109,754,631 | 109,754,631 |
| 26/04/24 | Substantial Holders |
Dilution due to the issue of fully paid ordinary shares by the Company on the |
- | 109,754,631 | 109,754,631 |
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604 Page 2 of 5 15 July 2001
| conversion of a convertible note by a third party announced on 26 April 2024 and the issue of fully paid ordinary shares by the Company to third parties in lieu of cash for services |
|||||
|---|---|---|---|---|---|
| 01/05/24 | Substantial Holders |
Issue of 77,588,162 fully paid ordinary shares to Songtradr, Inc. due to the partial conversion of a convertible note announced on 1 May 2024 |
$1,629,351 | 187,342,793 | 187,342,793 |
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 |
|---|---|---|---|---|---|
| Songtradr, Inc. |
Songtradr, Inc. | Songtradr, Inc. | Relevant interest pursuant to section 608(1)(a) of the Corporations Act, being the registered holder of the securities. |
162,092,793 fully paid ordinary shares |
17.26% |
| Paul Lancaster Wiltshire and Wiltshire Media Pty Ltd |
Songtradr, Inc. |
Songtradr, Inc. | Relevant interest pursuant to section 608(2)(b) of the Corporations Act, being the power to control the exercise of a right to vote or dispose of securities by means of a practice. |
162,092,793 fully paid ordinary shares |
17.26% |
| Wiltshire Media LLC |
Songtradr, Inc. | Songtradr, Inc. | Relevant interest pursuant to section 608(3) of the Corporations Act, as it is controlled by Paul Lancaster Wiltshire and is therefore an associate of Wiltshire Media Ply Ltd. |
162,092,793 fully paid ordinary shares |
17.26% |
| See Annexure A (List of Songtradr, Inc. subsidiaries) |
Songtradr, Inc. | Songtradr, Inc. | Relevant interest pursuant to section 608(3) of the Corporations Act, as it is controlled by Songtradr, Inc. and is therefore an associate of Songtradr, Inc. |
162,092,793 fully paid ordinary shares |
17.26% |
| Wiltshire Media Pty Ltd |
Wiltshire Media Pty Ltd |
Wiltshire Media Pty Ltd |
Relevant interest pursuant to section 608(1)(a) of the Corporations Act, being the registered holder of the securities. |
25,250,000 fully paid ordinary shares |
2.69% |
| Paul Lancaster Wiltshire |
Wiltshire Media Pty Ltd |
Wiltshire Media Pty Ltd |
Relevant interest pursuant to section 608(3) of the Corporations Act, as he controls Wiltshire Media Ply Ltd. |
25,250,000 fully paid ordinary shares |
2.69% |
| Wiltshire Media LLC |
Wiltshire Media Pty Ltd |
Wiltshire Media Pty Ltd |
Relevant interest pursuant to section 608(3) of the Corporations Act, as it is controlled by Paul Lancaster Wiltshire and is therefore an associate of Wiltshire |
25,250,000 fully paid ordinary shares |
2.69% |
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604 Page 3 of 5 15 July 2001
| Media Pty Ltd. | |||||
|---|---|---|---|---|---|
| Songtradr, Inc. |
Wiltshire Media Pty Ltd |
Wiltshire Media Pty Ltd |
Relevant interest pursuant to section 608(2)b) of the Corporations Act, being the power to control the exercise of a right to vote or dispose of securities by means of a practice. |
25,250,000 fully paid ordinary shares |
2.69% |
| See Annexure A (List of Songtradr, Inc. subsidiaries) |
Wiltshire Media Pty Ltd |
Wiltshire Media Pty Ltd |
Relevant interest pursuant to section 608(3) of the Corporations Act as it is controlled by Songtradr, Inc. and is therefore an associate of Songtradr, Inc. and Wiltshire Media Pty Ltd. |
25,250,000 fully paid ordinary shares |
2.69% |
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 | N/A |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Songtradr, Inc. | 8605 Santa Monica Blvd, PMB 40672, West Hollywood, California 90069-4109 USA |
| Wiltshire Media Pty Ltd | Level 10, 52 Collins Street, Melbourne VIC 2000 |
| Paul Lancaster Wiltshire | 8605 Santa Monica Blvd, PMB 40672, West Hollywood, California 90069-4109 USA |
| Wiltshire Media LLC | 8605 Santa Monica Blvd, PMB 40672, West Hollywood, California 90069-4109 USA |
| See annexure A (List of Songtradr, Inc. subsidiaries) |
8605 Santa Monica Blvd, PMB 40672, West Hollywood, California 90069-4109 USA |
Signature
| re | |
|---|---|
| print name sign here |
Paul Lancaster Wiltshire capacity Director, Songtradr, Inc. |
date/ / 07 05 2024 |
DIRECTIONS
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(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.
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(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.
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604 Page 4 of 5 15 July 2001
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(4) The voting shares of a company constitute one class unless divided into separate classes.
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(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
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(6) Include details of:
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(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
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(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).
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See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
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(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.
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(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".
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(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
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604 Page 5 of 5 15 July 2001
Annexure A (List of Songtradr, Inc. subsidiaries)
Songtradr Ltd Songtradr Pty Ltd Songtradr Rights Management LLC Songtradr Rights Management Ltd Songtradr Rights Management Pty Ltd 7digital Group Limited 1107 Studios Ltd Vinyl Music Products Ltd Pretzel Tech LLC PretzelAux Inc Tunefind LLC Musicube GmbH Massive Music Worldwide BV Massive Music Pty Ltd Cue Songs Holdings Ltd Big Sync Music Ltd
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