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WAM ACTIVE LIMITED Major Shareholding Notification 2022

Jul 24, 2022

66032_rns_2022-07-24_fdc55dfd-c16c-4619-8f1f-88c87cbdc231.pdf

Major Shareholding Notification

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TO: ASX
Company Announcements Office
FROM: Wilson Asset Management Group
DATE: 25 July 2022
NO OF PAGES: 6 (including this page)

In accordance with Section 671B of the Corporations Act 2001, please find following Form 605 ‐ Notice of ceasing to be a substantial holder in relation to WAM Active Limited ( WAA ).

The primary purpose of this notice is to disclose certain indirect relevant interests and voting powers that members of the Wilson Asset Management Group are deemed to hold in WAA 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 WAA shares held by Keybridge Capital Limited (KBC). The Corporations Act deems this 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 WAA shares in which its members are deemed to hold a relevant interests in.

The Wilson Asset Management Group’s holding in KBC, whilst in excess of 20% in each case, lacks the requisite ability to affect the direction or control of KBC, as evidenced by historical events, meetings and voting with respect to the entity. Members of the Wilson Asset Management Group have no influence or control over KBC’s underlying investments, including WAA. 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

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

WAM Active Limited (ASX:WAA)
ACN 126 420 719

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 21 / 07 / 2022

The previous notice was given to the company on 06 / 06 / 2022

The previous notice was dated 06 / 06 / 2022

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

Kim Heng

capacity Chief Operations Officer

605 Page 2 of 2 15 July 2001

sign here date 25 / 07 / 2022

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)
WAM Strategic Value Limited (ACN 649 096 220)
Mr GeoffreyWilson n/a
DynastyPeak PtyLtd (ACN 058 458 067)
GW Holdings PtyLtd (ACN 102 329 377)

Signed ………………………………………… Date: 25 / July / 2022

Annexure B

2. Changes in relevant interest

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
Changes to relevant interest directly held/controlled
Nil Nil Nil Nil Nil Nil
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
Changes to indirect deemed relevant interest1,2
02‐06‐22 Keybridge Capital
Limited
On market trade ‐$13,865.00 ‐15,153 ‐15,153
07‐06‐22 ‐$12,670.00 ‐14,000 ‐14,000
08‐06‐22 ‐$4,525.00 ‐5,000 ‐5,000
09‐06‐22 $7,470.00 9,000 9,000
14‐06‐22 ‐$16,200.00 ‐20,000 ‐20,000
15‐06‐22 ‐$24,236.72 ‐29,871 ‐29,871
16‐06‐22 ‐$16,363.28 ‐20,129 ‐20,129
17‐06‐22 ‐$11,200.00 ‐14,000 ‐14,000
22‐06‐22 ‐$23,100.00 ‐30,000 ‐30,000
23‐06‐22 ‐$7,897.63 ‐9,997 ‐9,997
24‐06‐22 ‐$14,695.97 ‐18,495 ‐18,495
27‐06‐22 ‐$31,422.18 ‐39,102 ‐39,102
28‐06‐22 ‐$62,124.27 ‐76,926 ‐76,926
29‐06‐22 ‐$84,173.08 ‐107,224 ‐107,224
05‐07‐22 ‐$2,747.50 ‐3,500 ‐3,500
06‐07‐22 ‐$51,353.90 ‐65,181 ‐65,181
07‐07‐22 ‐$9,440.63 ‐11,875 ‐11,875
08‐07‐22 ‐$1,570.00 ‐2,000 ‐2,000
08‐07‐22 ‐$60,391.45 ‐76,150 ‐76,150
13‐07‐22 ‐$24,025.00 ‐31,000 ‐31,000
14‐07‐22 ‐$5,721.30 ‐7,335 ‐7,335
14‐07‐22 ‐$24,900.00 ‐32,000 ‐32,000
15‐07‐22 ‐$9,202.42 ‐11,814 ‐11,814
18‐07‐22 ‐$5,355.00 ‐7,000 ‐7,000
20‐07‐22 ‐$61,406.00 ‐77,070 ‐77,070

Note:

The Wilson Asset Management Group does not beneficially own the WAA 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 KBC on 21 July 2022.

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Signed ………………………………………… Date: 25 / July / 2022

Annexure C

4. Addresses

4. Addresses
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
Management EquityFund
Level 26, 1 Farrer Place, Sydney, NSW 2000
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
WAM Strategic Value Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
Mr Geoffrey Wilson Level 26, 1 Farrer Place, Sydney, NSW 2000
Dynasty Peak Pty Ltd Level 26, 1 Farrer Place, Sydney, NSW 2000
GW Holdings Pty Ltd 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

==> picture [77 x 55] intentionally omitted <==

Signed ………………………………………… Date: 25 / July / 2022