Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
For personal use only
ToCompany Name/Scheme | NITRO SOFTWARE LTD | |
ACN/ARSN | 079 215 419 | |
1. Details of substantial holder (1) | ||
Name | Spheria Asset Management Pty Ltd | |
ACN/ARSN (if applicable) | 611 081 326 |
The holder became a substantial holder on 09/03/2022
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) |
ORDINARY FULLY PAID | 12,753,045 | 12,753,045 | 5.24% |
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 |
REFER TO ANNEXURE A
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 | Registered holder of | Person entitled to be | Class and number of securities |
interest | securities | registered as holder (8) |
REFER TO ANNEXURE B
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 of securities |
interest | |||
Cash | Non-cash |
REFER TO ANNEXURE C
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 |
only | ||||||||||
7. Addresses | ||||||||||
The addresses of persons named in this form are as follows: | ||||||||||
Name | Address | |||||||||
REFER TO ANNEXURE D | ||||||||||
use | ||||||||||
Signature | ||||||||||
print name | MATTHEW BOOKER | capacity | DIRECTOR | |||||||
sign here | date | 11/03/2022 | ||||||||
personal | ||||||||||
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of | ||||||||||
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: | |||||||||
For | 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". |
- 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.
r personal use only
NITRO SOFTWARE LTD
Annexure A
Holder of relevant interest | Nature of relevant interest | Number of | Class of securities |
securities | |||
Spheria Asset Management Pty Ltd | Spheria Asset Management Pty Ltd in its capacity as | 12,753,045 | Ordinary fully paid |
investment manager has the power to control voting and/or | |||
disposal of securities. |
This is Annexure "A" as mentioned in form 603 Notice of initial substantial holder
Matthew Booker
Director
Date: 11/03/2022
r personal use only
NITRO SOFTWARE LTD
Annexure B
Holder of relevant interest | Registered holder of securities | Person entitled to be | Number of | Class of |
registered as holder | securities | securities | ||
Spheria Asset Management | BNP Paribas | BNP Paribas | 1,709,803 | Ordinary fully paid |
Spheria Asset Management | BNP Paribas Securities Services | BNP Paribas Securities | 766,139 | Ordinary fully paid |
Services | ||||
Spheria Asset Management | Citibank | Citibank | 7,386,269 | Ordinary fully paid |
Spheria Asset Management | JP Morgan Chase Bank | JP Morgan Chase Bank | 2,553,238 | Ordinary fully paid |
Spheria Asset Management | NAB Custodial Services | NAB Custodial Services | 337,596 | Ordinary fully paid |
This is Annexure "B" as mentioned in form 603 Notice of initial substantial holder
Matthew Booker
Director
Date: 11/03/2022
r personal use only
NITRO SOFTWARE LTD
Annexure C
Holder of relevant interest | Trade Date | Number of | Class of Securities | |||
Consideration | securities | |||||
Cash | Non-cash | |||||
Spheria Asset Management Pty | 2021-11-12 to | ORDINARY FULLY PAID | ||||
Ltd | 2022-03-09 | $ | 19,121,781.15 | 7,915,471 |
This is Annexure "C" as mentioned in form 603 Notice of initial substantial holder
Matthew Booker
Director
Date: 11/03/2022
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Nitro Software Ltd. published this content on 11 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 March 2022 05:35:05 UTC.