WAM ACTIVE LIMITED — Major Shareholding Notification 2020

Oct 6, 2020

TO: ASX Company Announcements Office FROM: Wilson Asset Management Group DATE: 07 October 2020 NO OF PAGES: 7 (including this page)

In accordance with Section 671B of the Corporations Act 2001, please find following Form 603 ‐ Notice of Initial substantial holder in relation to RNY Property Trust (ASX: RNY).

The primary purpose of this notice is to disclose certain indirect relevant interests and voting powers that the Wilson Asset Management Group are deemed to hold in RNY pursuant to the Corporations Act.

As detailed in the notice, the Wilson Asset Management Group are deemed to hold an indirect deemed relevant interest in RNY shares held by Keybridge Capital Limited (KBC). The Corporations Act deems the indirect deemed relevant interests to exist primarily as a result of the Wilson Asset Management Group holding (in aggregate) voting power in excess of 20% in KBC.

The Wilson Asset Management Group does not beneficially own the RNY shares in which its members are deemed to hold a relevant interests in.

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 | info@wilsonassetmanagement.com.au | www.wilsonassetmanagement.com.au

603 Page 1 of 2 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme RNY Property Trust (ASX:RNY)

ACN/ARSN ARSN 115 585 709

1. Details of substantial holder (1)

Name Wilson Asset Management Group (refer entitites listed in Annexure A)

ACN/ARSN (if applicable)

n/a

The holder became a substantial holder on 01 / 10 / 2020

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)
See Annexure B

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
See Annexure C

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 asholder(8)	Class and number of securities
See Annexure C

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)	Consideration (9)	Class and number of securities
		Cash	Non-cash
See Annexure D

603 Page 2 of 2 15 July 2001

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
n/a

7. Addresses

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

Name	Address
See Annexure E

Signature

print name sign here	Martyn McCathie capacity Head of Operations
	date 07/October/2020

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 7 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 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 relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) 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 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.

• (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) 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.

Annexure A

1. Details of Wilson Asset Management Group

1. Details of Wilson Asset Management Group
Name	ACN / ARSN
Wilson Asset Management (International) Pty Limited	(ACN 081 047 118)
MAM Pty Limited	(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 Pty Limited as trustee of the Wilson Asset Management Equity Fund	(ACN 081 032 000)
WAM Leaders Limited	(ACN 611 053 751)
WAM Microcap Limited	(ACN 617 838 418)
WAM Global Limited	(ACN 624 572 925)
Mr Geoffrey Wilson	n/a
Dynasty Peak Pty Limited	(ACN 997 530 823)

Annexure B

2. Details of voting power

Class of securities(4)	Number of securities	Persons votes(5)	Voting power(6)
Fully Paid Ordinary Shares	Direct interest: 1,813,479 Deemed Interest: 44,542,828 Total: 46,356,307	Direct interest: 1,813,479 Deemed Interest: 44,542,828 Total: 46,356,307	Direct interest: Deemed Interest: Total:	0.69% 16.91%1 17.60%1

Note:

1. The interest in RNY represents the deemed interest and the shareholding of Keybridge Capital Limited (KBC) (see Annexure C for details).

The Wilson Asset Management Group does not beneficially own the RNY shares in which its members are deemed to hold a relevant interests in.

Signed ………………………………………… Date: 07 / October / 2020

Annexure C

3. Details of relevant interest / 4. Details of present registered holders

Holder of relevant interest	Nature of relevant interest(7)	Registered holder of securities	Person entitled to be registered as holder(8)	Class and number of securities
Directly held Relevant interest
Wilson Asset Management Group	n/a	Dynasty Peak PtyLimited	Dynasty Peak PtyLimited	1,813,479
Holder of relevant interest	Nature of relevant interest(7)	Registered holder of securities	Person entitled to be registered as holder(8)	Class and number of securities
Deemed(indirect) Relevant Interests1
WAM Capital Limited, WAM Active Limited, Botanical Nominees Pty Limited as trustee of the Wilson Asset Management Equity Fund (together, WAM Holders)	Deemed to hold a relevant interest in RNY securities held by Keybridge Capital Limited by reason of having a combined voting power greater than 20% in KBC (see section 608(1)(b), (c), 608(2)(a) and 608(3)(a) of the Corporations Act).	Keybridge Capital Limited	Keybridge Capital Limited	44,542,828 Ordinary Shares

Note:

1. The interest in RNY represents the deemed interest and the shareholding of Keybridge Capital Limited (KBC). See the Form 604 (Notice of change in interests of substantial holder) issued by KBC on 01 October 2020 and Form 604 (Correction ‐ Substantial Holder Notice) issued by KBC on 2 October 2020.

The Wilson Asset Management Group does not beneficially own the RNY shares in which its members are deemed to hold a relevant interests in.

Signed ………………………………………… Date: 07 / October / 2020

Annexure D

5. Consideration

5. Consideration
Date of change	Person whose relevant interest changed	Nature of change		Consideration given in relation to change (9)		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	Consideration given in relation to change (9)		Class and number of securities affected		Person’s votes affected
Changes to deemed(indirect) relevant interest1
29 September 2020 – 30 September 2020	Keybridge Capital Limited	Relevant interest obtained as a result of Keybridge Capital Limited’s receipt of acceptances to its takeover offer dated 14 August 2020	See RNY Form 604 issued by KBC2		41,872,404 ordinary Shares		41,872,404

Note:

1. The total interest in RNY represents the deemed interest of Keybridge Capital Limited (KBC) (see Annexure C for details).

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

1. See the Form 604 (Notice of change in interests of substantial holder) issued by KBC on 01 October 2020 and Form 604 (Correction ‐ Substantial Holder Notice) issued by KBC on 2 October 2020.

Signed ………………………………………… Date: 07 / October / 2020

Annexure E

7. Addresses

7. 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
Mr GeoffreyWilson	Level 26, 1 Farrer Place, Sydney, NSW 2000
DynastyPeak PtyLimited	Level 26, 1 Farrer Place, Sydney, NSW 2000

Mr GeoffreyWilson DynastyPeak PtyLimited	Level 26, 1 Farrer Place, Sydney, NSW 2000 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: 07 / October / 2020