603 | page 1/2 | 15 July 2001 | |
Form 603 | |||
Corporations Act 2001 | |||
Section 671B | |||
Notice of initial substantial holder | |||
ToCompany Name/Scheme | BMG Resources Limited | ||
ACN/ARSN | ACN 107 118 678 | ||
1. Details of substantial holder (1) | |||
Name | BMG Resources Limited | ||
ACN/ARSN (if applicable) | ACN 107 118 678 | ||
The holder became a substantial holder on | 13 October 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 | Persons' votes (5) | Voting power (6) |
Fully paid ordinary shares | 44,921,599 | 44,921,599 | 18.7% |
(Shares) |
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 |
BMG Resources Limited has entered into voluntary | 44,921,599 Shares | |
escrow deeds (VEDs) with certain parties who have | ||
become shareholders of BMG Resources Limited, | ||
(Escrowed Shareholders) with respect to certain Shares | ||
held by those Escrowed Shareholders (Escrowed | ||
Shares). | ||
BMG Resources Limited | The restrictions on the disposal of the Escrowed Shares | |
under the VEDs give BMG Resources Limited a relevant | ||
interest in the Escrowed Shares under section 608(1)(c) | ||
of the Corporations Act. | ||
BMG Resources Limited has no right to acquire the | ||
Escrowed Shares or to control the voting rights attached | ||
to the Escrowed Shares. | ||
The form of VEDs is set out in Annexure A to this form. | ||
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 | Person entitled to be | Class and number of |
securities | registered as holder (8) | securities | |
BMG Resources Limited | John Prineas | John Prineas | 21,562,348 Shares |
BMG Resources Limited | Sarah Jane Shipway | Sarah Jane Shipway | 1,796,863 Shares |
BMG Resources Limited | Impulzive Pty Ltd as | Impulzive Pty Ltd as | |
trustee of the Dawson | trustee of the Dawson | 10,781,174 Shares | |
Superannuation Fund | Superannuation Fund | ||
BMG Resources Limited | St Barnabas Investments | St Barnabas Investments | |
Pty Ltd as trustee for the | Pty Ltd as trustee for the | 10,781,174 Shares | |
Melvista Family Trust | Melvista Family Trust | ||
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:
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Holder of relevant interest | Date of acquisition | Consideration (9) | Class and number of | |
securities | ||||
Cash | Non-cash | |||
BMG Resources Limited | 13 October 2020 | Nil | Nil | 44,921,599 Shares |
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603 | page 2/2 | 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 | |||||||
Not applicable | Not applicable | |||||||
7. Addresses | ||||||||
The addresses of persons named in this form are as follows: | ||||||||
Name | Address | |||||||
BMG Resources Limited | Level 14, 225 St Georges Terrace, Perth, WA 6000, Australia | |||||||
John Prineas | GPO Box 5322, Sydney NSW 2001 | |||||||
Sarah Jane Shipway | 44 Dutton Crescent, Hamersley WA 6022 | |||||||
Impulzive Pty Ltd as trustee of the Dawson | 21 Gardyne Street, Bronte NSW 2024 | |||||||
Superannuation Fund | ||||||||
St Barnabas Investments Pty Ltd as trustee for the | c/- Hartleys Ltd, GPO Box 2777 Perth WA 6001 | |||||||
Melvista Family Trust | ||||||||
Signature | ||||||||
print name | Sean Meakin | capacity | Company Secretary | |||||
sign here | date 14 October 2020 | |||||||
DIRECTIONS
- 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.
- See the definition of "associate" in section 9 of the Corporations Act 2001.
- See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
- The voting shares of a company constitute one class unless divided into separate classes.
- 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.
- The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
- Include details of:
- 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
- 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.
- 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".
- 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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Annexure A
This is the annexure of 48 pages marked "A" mentioned in the ASIC Form 603 - Notice of Initial Substantial Holder signed by me and dated 14 October 2020
Signed on behalf of BMG Resources Limited ACN 107 118 678:
Name: | Sean Meakin | Capacity: | Company Secretary |
Signature: | Date: | 14 October 2020 |
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BMG Resources Limited published this content on 14 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 October 2020 00:59:08 UTC