For personal use only
22 March 2022
Mr Andrew Palfreyman
Company Secretary
Raiz Invest Limited
Level 11, 2 Bulletin Place
Sydney NSW 2000
Total Pages: 8 (including covering letter)
Dear Mr Palfreyman
Notice of Initial Interests of Substantial Holder for Raiz Invest Limited ("the Company")
Please find attached a copy of the above Notice (Form 603) that we have lodged with the ASX Company Announcements Platform today.
The Notice is in relation to a notifiable substantial interest of Seven Group Holdings Limited (SGH) and its subsidiaries (together SGH Group) identified on 21 March 2022, as a result of the relevant interest of Seven West Media Limited in the Company.
SGH and its subsidiaries do not have any direct shareholding in the Company and are only required to give this notice due to their interest in Seven West Media Limited.
Yours faithfully
Warren Coatsworth
Company Secretary
Cc Company Announcement Office
ASX Limited
Level 6, 20 Bridge Street
SYDNEY NSW 2000
Seven Group Holdings Limited | ABN 46 142 003 469
Level 30, 175 Liverpool Street, Sydney NSW 2000 Australia | Postal Address: PO Box 745, Darlinghurst NSW 1300 Australia|
Telephone +61 2 8777 7777 | Facsimile +61 2 8777 7192
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
ToCompany Name/Scheme onlyACN/ARSN
1. Details of substantial holder (1) Name
ACN/ARSN (if applicable)
Raiz Invest Limited (Company)
615 510 177
Seven Group Holdings Limited ACN 142 003 469 (SGH) and other subsidiaries of SGH as set out in Annexure A (collectively referred to as the SGH Group).
As above
The holder became a substantial holder on | 06/12/2021 (holder became aware on 21/03/2022) | |
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) |
6.618% | |||
Ordinary shares | 6,184,292 | 6,184,292 | (based on total 93,445,466 |
ordinary 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:
personal | Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities | ||
Network Investment's relevant interest arises under | |||||
section 608(3)(a) of the Act as Network Investment has a | |||||
relevant interest in 618,711,654 ordinary shares in SWM, | |||||
conferring voting power in excess of 20% in SWM. | |||||
Network Investment Holdings Pty | SWM has disclosed a relevant interest in 6,184,292 | 6,184,292 ordinary shares | |||
Ltd (Network Investment) | ordinary shares in the Company by Notice of Initial | ||||
Substantial Holder dated 7 December 2021. | |||||
As Network Investments is not entitled to be registered | |||||
as the holder of the shares, its ability to vote and dispose | |||||
of these shares is qualified accordingly. | |||||
SGH and each SGH Group entity (other than Network | |||||
Investment) is an associate of and/or controls Network | |||||
SGH and each member of the | Investment, and accordingly has a relevant interest in the | ||||
same shares in the Company as SWM under paragraphs | |||||
SGH Group (other than Network | 608(3)(a) or 608(3)(b) of the Act. | 6,184,292 ordinary shares | |||
Investment) | As none of these entities are entitled to be registered as | ||||
the holder of the shares, each entity's ability to vote and | |||||
dispose of these shares is qualified accordingly. | |||||
4. Details of present registered holders | |||||
ForThe persons registered as holders of the securities referred to in paragraph 3 above are as follows: | |||||
Holder of relevant | Registered holder | Person entitled to be | Class and number | ||
interest | of securities | registered as holder (8) | of securities | ||
Seven West Media | |||||
Investments Pty | |||||
SGH, Network Investment and | Limited ACN 149 356 | ||||
007 (SWM | SWM Investments | 6,184,292 ordinary shares | |||
each member of the SGH Group | Investments), a | ||||
wholly owned | |||||
subsidiary of SWM. | |||||
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 | Consideration (9) | ||||
interest | acquisition | |||||
Cash | Non-cash | |||||
SGH, Network Investment | and | $2,000,000.16 | ||||
6 December 2021 | ($1.617 per | |||||
each member of the SGH Group | share) | |||||
only | $8,000,000 in | |||||
advertising across the | ||||||
SWM Group's broadcast | ||||||
SGH, Network Investment | and | 6 December 2021 | television, publishing | |||
and digital media assets | ||||||
each member of the SGH Group | ($1.617 per share) (see | |||||
SWM Notice of Initial | ||||||
Substantial Holder dated | ||||||
7 December 2021) |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
use | Name and ACN/ARSN (if applicable) | Nature of association | |||||
SGH Group (see Annexure A) | |||||||
7. | Addresses | ||||||
The addresses of persons named in this form are as follows: | |||||||
Name | Address | ||||||
Seven Group Holdings Limited | |||||||
SGH Group entities | As set out in Annexure A | ||||||
Signature | |||||||
print name Warren Coatsworth | |||||||
sign here | |||||||
DIRECTIONS | |||||||
(1) | |||||||
personal | |||||||
(2) | See the definition of "associate" in section 9 of the Corporations Act 2001. | ||||||
For | See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. | ||||||
(3) | |||||||
(4) | The voting shares of a company constitute one class unless divided into separate classes. |
Class and number of securities
1,236,858 ordinary shares
4,947,434 ordinary shares
capacity | Company Secretary |
date 22/03/2022
- 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, 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.
For personal use only
Annexure A
This is Annexure 'A' of 4 pages referred to in the Form 603 (Notice of initial substantial holder), signed by me and dated 22 March 2022.
only | ||
Warren Coatsworth | ||
Company Secretary | ||
SGH Group entities | ||
Entity | ACN | |
use | C7 Pty. Limited | 082 901 442 |
Direct Target Access Pty. Limited | 072 507 227 | |
Industrial Investment Holdings Pty Limited | 166 596 710 | |
Kimlin Holdings Pty. Limited | 112 288 445 | |
Manooka Holdings Pty. Limited | 092 680 245 | |
Miltonstar Pty. Limited | 074 811 144 | |
Network Investment Holdings Pty. Limited | 078 448 512 | |
Point Pty. Limited | 009 643 501 | |
Realtime Reporters Pty. Limited | 009 371 055 | |
personal | Seven Custodians Pty. Limited | 089 327 551 |
Seven Entertainment Pty. Limited | 085 598 429 | |
Seven Media Group Pty. Limited | 116 850 607 | |
Seven (National) Pty. Limited | 153 299 159 | |
Seven Network (United States) Inc | N/A | |
Seven Network Limited | 052 816 789 | |
Seven Network Nominees Pty. Limited | 060 667 861 | |
Seven Network Investments Pty. Limited | 078 267 759 | |
Seven Network International Limited | 065 640 075 | |
SGH Productions Pty. Limited | 091 398 471 | |
Seven Resources Pty. Limited | 093 422 032 | |
Seven (WAN) Pty. Limited | 122 263 129 | |
SGH Communications Pty. Limited | 063 582 990 | |
SGH Energy (No 1) Pty Limited | 168 933 355 | |
SGH Energy (No 2) Pty Limited | 168 935 644 | |
SMG Executives Pty. Limited | 128 792 003 | |
SMG FINCO Pty. Limited | 122 728 321 | |
SNZ Pty. Limited | 124 503 028 | |
Specialised Investments Pty Limited | 163 941 884 | |
Tallglen Pty. Limited | 058 439 786 | |
For | WesTrac Holdings Pty. Limited | 009 336 109 |
SGH Energy Pty Limited | 058 818 278 | |
SGH Energy Aust. Pty Limited | 090 835 608 | |
SGH Energy NTP66 Pty Limited | 123 243 470 | |
SGH Energy VICP56 Pty Limited | 125 036 142 | |
SGH Energy WA377P Pty Limited | 123 243 274 | |
SGH Energy WA Pty Limited | 113 911 274 | |
SGH Energy VICP54 Pty Limited | 108 405 009 | |
All companies listed above have a registered office located at Level 30, 175 Liverpool Street, Sydney, NSW, | ||
2000 except Seven Network (United States) Inc: 1013 Centre Road, City of Wilmington, Delaware, USA | ||
Entity | ACN | |
Allight Holdings Pty. Ltd | 070 926 555 | |
AllightPrimax FZCO | N/A | |
AllightSykes Pty. Ltd | 053 434 807 | |
Allight Sykes SA (Proprietary) Limited | N/A | |
FGW Pacific Pty. Ltd | 085 531 353 | |
Hebburn Pty Limited | 652 977 690 | |
National Hire Facilitation Pty. Limited | 128 890 442 |
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
RAIZ Invest Ltd. published this content on 22 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2022 06:59:00 UTC.