Mayfield Childcare : Becoming a substantial holder

				Form 603
				Corporations Act 2001
				Section 671B
			Notice of initial substantial holder
	ToCompany Name/Scheme	Mayfield Childcare Ltd
	ACN/ARSN	604 970 390
	1. Details of substantial holder (1)
	Name	Genius Education Holdings Pty Ltd ACN 653 363 636
	Genius Education Group Pty Ltd ACN 654 583 221
onlyACN/ARSN (if applicable)
	The holder became a substantial holder on	10/12/2021
use

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)
Fully paid ordinary shares	21,704,347	21,704,347	34.23%

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
Genius Education Holdings Pty Ltd	Holder of securities: s 608(1)(a)	21,704,347 fully paid ordinary shares
	Voting power in Genius Education
Genius Education Group Pty Ltd	Holdings Pty Ltd exceeds 20%: s	21,704,347 fully paid ordinary shares
	608(3)(a)

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
personal
Holder of relevant	Registered holder of	Person entitled to be	Class and number
	interest	securities	registered as holder (8)	of securities
	Genius Education Holdings Pty
	Ltd	Genius Education Holdings Pty	Genius Education Holdings Pty	21,704,347 fully paid
		Ltd	Ltd	ordinary shares
For	Genius Education Group Pty Ltd
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	Date of acquisition	Consideration (9)	Class and number
interest	of securities
		Cash	Non-cash
Genius Education Holdings Pty		Part of the consideration for the
Ltd		sale of 100% of the shares in
		Genius Education Pty Ltd ACN
		653 437 935 under the share sale
		agreement dated 31 October	21,704,347 fully paid
	10 December 2021	2021 between Genius Education
	ordinary shares
Genius Education Group Pty Ltd		Holdings Pty Ltd and Mayfield
	Childcare Ltd (see Annexure
		A). The value attributed to this
		consideration was $24,960,000
		(i.e. $1.15 per Mayfield share).

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

only		Name and ACN/ARSN (if applicable)	Nature of association
7.	Addresses
	The addresses of persons named in this form are as follows:
				Name	Address
use		Genius Education Holdings Pty Ltd	c/o Level 1, 60 Toorak Road, South Yarra, Victoria, 3141
	Genius Education Group Pty Ltd	c/o Level 1, 60 Toorak Road, South Yarra, Victoria, 3141
	Signature
				print name Darren Michael Misquitta	capacity	Sole director and sole company secretary of Genius Education
				Holdings Pty Ltd and Genius Education Group Pty Ltd
personal
	sign here		date	15/12/2021
				DIRECTIONS
(1)		If there are a number of substantial holders with similar or related relevant interests (e.g. 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.

For(7)

Include details of:

1. 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
2. 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.

1. If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write "unknown.'"
2. Details of the consideration must include any and all benefits, moneys 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 - Share sale agreement

Mayfield Childcare Limited

ACN 604 970 390

This is Annexure A of 210 pages referred to in Form 603 (Notice of Initial Substantial Holder), signed by me and dated 15 December 2021.

only……………………………………………….

Darren Michael Misquitta

Sole director and sole company secretary of Genius Education

Holdings Pty Ltd and Genius Education Group Pty Ltd

For usepersonal