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WAM ACTIVE LIMITED Major Shareholding Notification 2020

Nov 17, 2020

66032_rns_2020-11-17_d26f2b12-8427-4b71-8c7c-7cd0b7e7f5c6.pdf

Major Shareholding Notification

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TO: ASX Company Announcements Office FROM: Wilson Asset Management Group DATE: 18 November 2020 NO OF PAGES: 5 (including this page)

The Wilson Asset Management Group does not beneficially own, and exerts no control or influence over, Webcentral Group Limited (ASX: WCG) shares in which members of the Wilson Asset Management Group are determined to hold an indirect deemed relevant interest in, in accordance with Section 671B of the Corporations Act 2001. As detailed in the enclosed notice, members of the Wilson Asset Management Group are determined to hold an indirect deemed relevant interest in WCG shares held by Keybridge Capital Limited ( KBC ). The Corporations Act determine these indirect deemed relevant interests to exist primarily as a result of the members of the Wilson Asset Management Group holding (in aggregate) voting power in excess of 20% in KBC. Members of the Wilson Asset Management Group have no direct interest in WCG.

As a result of this indirect deemed relevant interest, and in accordance with Section 671B of the Corporations Act 2001, please find enclosed a Form 605 ‐ Notice of ceasing to be a substantial holder in relation to Webcentral Group Limited (ASX: WCG). The primary purpose of this notice is to disclose certain indirect deemed relevant interests that members of the Wilson Asset Management Group are indirectly deemed to hold in WCG pursuant to the Corporations Act.

Level 26, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 | GPO Box 4658 Sydney NSW 2001 | Phone 02 9247 6755 | Fax 02 9247 6855 | [email protected] | www.wilsonassetmanagement.com.au

605 Page 1 of 2 15 July 2001

Form 605

Corporations Act 2001

Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme

ACN/ARSN

WEBCENTRAL GROUP LIMITED (ASX:WCG)
ACN 073 716 793

1. Details of substantial holder (1)

Name

Wilson Asset Management Group (refer entities listed in Annexure A)

ACN/ARSN (if applicable)

The holder ceased to be a substantial holder on 18 / 11 / 2020

The previous notice was given to the company on 01 / 10 / 2020

The previous notice was dated 01 / 10 / 2020

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 (4) Consideration given in
relation to change (5)
Class (6) and
number of
securities affected
Person's votes
affected
See
Annexure
B

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) 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

4. Addresses

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

Name Address
See Annexure C

Signature

print name

Martyn McCathie

capacity Head of Operations

605 Page 2 of 2 15 July 2001

date 18 / 11 / 2020

sign here

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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 4 of the form.

  • (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

  • (3) See the definition of "associate" in section 9 of the Corporations Act 2001.

  • (4) 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.

  • (5) 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.

  • (6) The voting shares of a company constitute one class unless divided into separate classes.

  • (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A

1. Details of Wilson Asset Management Group

1.
Details of Wilson Asset Management Group
Name ACN/ ARSN
Wilson Asset Management(International)PtyLimited (ACN 081 047 118)
MAM PtyLimited (ACN 100 276 542)
WAM Capital Limited (ACN 086 587 395)
WAM Research Limited (ACN 100 504 541)
WAM Active Limited (ACN 126 420 719)
Botanical Nominees PtyLimited as trustee of the Wilson Asset Management EquityFund (ACN 081 032 000)
WAM Leaders Limited (ACN 611 053 751)
WAM MicrocapLimited (ACN 617 838 418)
WAM Global Limited (ACN 624 572 925)
WAM Alternative Assets Limited (ACN 168 941 704)

Annexure B

2. Changes in relevant interest

Date of change Person whose
relevant interest
changed
Nature of change (4) Consideration
given in relation
to change (5)
Class and
number of
securities
affected
Person’s votes
affected
Changes to relevant interest directly held/controlled
n/a Wilson Asset
Management Group
Nil Nil Nil Nil
Date of change Person whose
relevant interest
changed
Nature of change
(4)
Consideration
given in relation
to change (5)
Class and number of
securities affected
Person’s votes
affected
Changes to deemed(indirect) relevant interest1
02 October
2020 – 16
November 2020
Credit Suisse Equities
Australia Limited
Relevant interest
movement
pursuant to section
618(1)(c)
See KBC Form
605 issued by
KBC2
1,468,646 ordinary shares Nil*
16 August 2020
– 13 November
2020
Keybridge Capital
Limited
Sell on market See KBC Form
605 issued by
KBC2
1,828,997 ordinary shares 1,828,887

Note:

  1. The total interest in WCG represents the deemed interest and shareholding of Keybridge Capital Limited (KBC)

The Wilson Asset Management Group does not beneficially own the WCG shares in which members of the Wilson Asset Management Group are determined to hold indirect deemed relevant interests in.

  1. See the Form 605 (Notice of ceasing to be a substantial holder) issued by Keybridge Capital Limited on 18 November 2020.

  2. Interest arise under s608(1)(c) if the Corporations Act via cash settled swaps under a facility provided to Keybridge Capital Limited by Invast Financial Services Pty Limited under its terms and conditions as set out in its PDS dated 26 October 2018. This is a non‐voting interest.

Signed ………………………………………… Date: 18 / November / 2020

Annexure C

4. Addresses

4. Addresses
Name Address
Details of the Wilson Asset Management Group
Wilson Asset Management(International)PtyLimited Level 26, 1 Farrer Place, Sydney, NSW 2000
MAM PtyLimited Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Capital Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Research Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Active Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
Botanical Nominees Pty Limited as trustee of the Wilson Asset
Management EquityFund
Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Leaders Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM MicrocapLimited Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Global Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Alternative Assets Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
Name Address
Details of the Deemed (indirect) Relevant Interests
Keybridge Capital Limited ABN 16 088 267 190 (ASX: KBC) Suite 614, Level 6, 370 St Kilda Road, Melbourne, Victoria 3004

Signed ………………………………………… Date: 18 / November / 2020