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WAM ACTIVE LIMITED Major Shareholding Notification 2021

Jun 2, 2021

66032_rns_2021-06-02_c2c28d74-cd19-44f1-bf84-c8024a583fb3.pdf

Major Shareholding Notification

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TO: ASX

Company Announcements Office FROM: Wilson Asset Management Group DATE: 3 June 2021 NO OF PAGES: 7 (including this page)

The Wilson Asset Management Group does not beneficially own, and exerts no control or influence over, the Copper Strike Limited (ASX: CSE) 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 deemed to hold an indirect deemed relevant interest in CSE shares held by each of Keybridge Capital Limited ( KBC ) and HHY Fund ( HHY ). 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 each of KBC and HHY. Members of the Wilson Asset Management Group have no direct interest in CSE and they do not exert control of influence over KBC or HHY.

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 604 - Notice of change of interest of substantial holder in relation to Copper Strike Limited (ASX: CSE). 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 CSE pursuant to the Corporations Act.

The Wilson Asset Management Group’s holding in both HHY and KBC, whilst in excess of 20% in each case, lacks the requisite ability to affect the direction or control of either entity, as evidenced by historical events, meetings and voting with respect to the two entities. Members of the Wilson Asset Management Group are not able to affect the direction or control of KBC and HHY and have no influence or control over KBC’s or HHY’s underlying investments, including CSE. The attached notice provides further details in this regard.

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

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 Copper Strike Limited (ASX:CSE)

ACN/ARSN

ACN 108 398 983

1. Details of substantial holder (1)

Name

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

ACN/ARSN (if applicable)

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

31/05/2021

The previous notice was given to the company on 01 / 11 / 2019

The previous notice was dated 01 / 11 / 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)
See Annexure B

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
See
Annexure
C

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
See
Annexure
D

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:

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Name Address
Refer to Annexure E
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Signature

re
print name
sign here
Martyn McCathie
capacity
Head of Operations
date
03/06/2021

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.

Annexure A

1. Details of Wilson Asset Management Group

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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)
WAM Alternative Assets Limited (ACN 168 941 704)
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Annexure B

2. Previous and present voting power

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Previous notice Present notice
Class of securities (4)
Voting power Voting power
Person’s votes (5) Person’s votes (5)
Direct interest: Nil Nil Direct interest: Nil Nil
Fully Paid Ordinary
Deemed Interest: 10,381,516 9.72% Deemed Interest: 11,745,230 [1] 9.79% [1]
Shares
Total: 10,381,516 9.72% Total: 11,745,230 9.79%
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Note:

  1. The deemed interest in CSE represents the combined shareholding of Keybridge Capital Limited (KBC) and HHY Fund (HHY) (see Annexure D for details).

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

Signed ………………………………………… Date: 3 / June / 2021

Annexure C

3. Changes in relevant interest

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Date of change Person whose Nature of change (6) Consideration Class and Person’s votes
relevant interest given in relation number of affected
changed to change (7) securities
affected
Changes to relevant interest directly held/controlled
Nil Nil Nil Nil Nil Nil
Date of change Person whose Nature of change Consideration Class and number of Person’s votes
relevant interest (6) given in relation securities affected affected
changed to change (7)
Changes to indirect deemed relevant interest [1,2]
20 May 2021 Aurora in its capacity Disposal of CSE $ 138,614.13 1,113,497 ordinary shares (1,113,497)
as responsible entity shares on-market
of the HHY Fund ARSN by HHY
112 579 129 ( HHY )
16 August 2019 Keybridge Capital On-market See Attachment 64,592 ordinary shares (64,592)
– 17 February Limited disposal by KBC 1 of the Form
2021 604 (Notice of
change in
interests of
substantial
holder) issued
by KBC on 02
June 2021.
25 November Credit Suisse Equities Relevant interest $ 39,205.97 474,706 ordinary shares Nil
2020 – 29 Australia Ltd movement
January 2021 pursuant to
section 608(1)(c)
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Note:

  1. The deemed interest in CSE represents the combined shareholding of Keybridge Capital Limited (KBC) and HHY Fund (HHY) (see Annexure D for details).

The Wilson Asset Management Group does not beneficially own the CSE 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 HHY Fund on 31 May 2021 and Form 604 (Notice of change in interests of substantial holder) issued by KBC on 02 June 2021.

  2. Interest arise under s608(1)(c) of the Corporations Act via cash settled swaps. This is a non-voting interest.

Signed ………………………………………… Date: 3 / June / 2021

Annexure D

4. Present relevant interest

4.
Present relevant interest
4.
Present relevant interest
Holder of relevant interest
Person entitled to be
registered as holder(8)
Registered holder of
securities
Nature of relevant interest
(6)
Class and
number of
securities
Directly held Relevant interest
Nil Nil Nil Nil Nil
Holder of relevant interest Person entitled to be
registered as holder(8)
Registered holder of
securities
Nature of relevant interest
(6)
Class and
number of
securities
Indirectly held Relevant interest 1,2
WAM Capital Limited,
WAM Active Limited,
Botanical Nominees Pty
Limited as trustee of the
Wilson Asset Management
Equity Fund
(together, WAM Holders)
Aurora Funds Management
Limited as RE of HHY Fund
BNP PARIBAS
NOMINEES PTY LTD
RETAILCLIENT DRP>
Deemed to hold a relevant
interest in CSE securities
held by HHY Fund by
reason of having a
combined voting power
greater than 20% in HHY
(see section 608(1)(b), (c),
608(2)(a) and 608(3)(a) of
the Corporations Act).
7,582,353
Ordinary
Shares
WAM Capital Limited,
WAM Active Limited,
Botanical Nominees Pty
Limited as trustee of the
Wilson Asset Management
Equity Fund
(together, WAM Holders)
Keybridge Capital Limited Keybridge Capital
Limited
Deemed to hold a relevant
interest in CSE 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).
3,688,171
Ordinary
Shares
WAM Capital Limited,
WAM Active Limited,
Botanical Nominees Pty
Limited as trustee of the
Wilson Asset Management
Equity Fund
(together, WAM Holders)
Credit Suisse
Equities
Australia Ltd
Credit Suisse
Equities
Australia Ltd
Deemed to hold a relevant
interest in CSE 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).
474,706*

Note:

  1. The deemed interest in CSE represents the combined shareholding of Keybridge Capital Limited (KBC) and HHY Fund (HHY).

The Wilson Asset Management Group does not beneficially own, and exerts no control or influence over, the CSE shares in which members of the Wilson Asset Management Group are determined to hold indirect deemed relevant interests in. Members of the Wilson Asset Management Group do not exert control or influence over KBC or HHY.

  1. See the Form 604 (Notice of change in interests of substantial holder) issued by HHY Fund (HHY) on 31 May 2021 and Form 604 (Notice of change in interests of substantial holder) issued by KBC on 02 June 2021.

  2. Interest arise under s608(1)(c) of the Corporations Act via cash settled swaps. This is a non-voting interest.

Signed ………………………………………… Date: 3 / June / 2021

Annexure E

7. Addresses

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Name Address
Details of the Wilson Asset Management Group
Wilson Asset Management (International) Pty Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
MAM Pty Limited 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 Level 26, 1 Farrer Place, Sydney, NSW 2000
Management Equity Fund
WAM Leaders Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Microcap Limited 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
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Name Address
Details of the indirect deemed relevant interests
Aurora Funds Management Limited ABN 69 092 626 885 ( AFML ) Suite 613, Level 6, 370 St Kilda Road, Melbourne, Victoria 3004
HHY Fund ARSN 112 579 129 ( ASX: HHY ) Suite 613, Level 6, 370 St Kilda Road, Melbourne, Victoria 3004
BNP Paribas Nominees Pty Ltd ABN 54 084 150 023 Level 7, 60 Castlereagh Street, Sydney, New South Wales 2000
Keybridge Capital Limited ABN 16 088 267 190 ( ASX: KBC ) Suite 614, Level 6, 370 St Kilda Road, Melbourne, Victoria 3004
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Signed ………………………………………… Date: 3 / June / 2021