SMS Management & Technology : Change in substantial holding from WAM

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme SMS Management and Technology Ltd (ASX: SMX)

ACN/ARSN 009 558 8 65

1. Details of substantial holder {1)

   WILSON ASSET MANAGEMENT GROUP (REFER TO THE ENTITIES LISTED IN

   Name

   ACN/ARSN (if applicable)

   ANNEXURE A)

   There was a change in the interests of the substantial holder on	01/ 08 /2017
   The previous notice was given to the company on	17 / 07 /2017
   The previous notice was dated	13/ 07 /2017

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

   Class of securities (4)	Previous notice	Present notice
   Person's votes	Voting power (5)	Person's votes	Voting power (5)
   Ordinary Shares	6,236,792	9 .10%	7,383,743	10 .77%

3. Changes in relevant interests

   Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate 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 channed	Nature of change (6)	Consideration given in relation to change (7)		Class and number of securities affected	Person's votes affected
   Annexure B

4. Present relevant interests

   Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder 18)	Nature of relevant interest (6)				Class and number of securities	Person's votes
   Annexure c
   '

5. Changes in association

   The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) 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

6. Addresses

The addresses of persons named in this form are as follows: Name Address

Refer to Annexure A

Signature

print name Chris Stott capacity CIC

sign here

DIRECTIONS

da 03 / 08/ 2017

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 6 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 6718(7) of the Corporations Act 2001.

4. The voting shares of a company constitute one class unless divided into separate classes.

5. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

6. Include details of:

7. any relevant agreement or other circumstances because of which the change in relevant interest occurred. lf 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

8. 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.

9. 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.

10. 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".

11. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A Wilson Asset Management Group 1. Details of Wilson Asset Management Group

Name	ACN I ARSN
Wilson Asset Manaoement (International) Ptv Limited	ACN 081 047 118
MAM Ptv Limited	(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 Ptv Limited as trustee of the Wilson Asset Manaoement Equity Fund	ACN 081 032 000
WAM Leaders Limited	ACN 611 053 751
WAM Microcap Limited	ACN 617 838 418)
Century Australia Investments Limited	(ACN 107 772 761)

6 Addresses

Name	Address
Wilson Asset Manaaement (International) Ptv Limited	Level 11, 139 Macquarie Street, Svdney NSW 2000
MAM Ptv Limited	Level 11, 139 Macquarie Street, Svdnev NSW 2000
WAM Capital Limited	Level 11, 139 Macquarie Street, Svdnev NSW 2000
WAM Research Limited	Level 11, 139 Macquarie Street, Sydney NSW 2000
WAM Active Limited	Level 11, 139 Macquarie Street, Svdnev NSW 2000
Botanical Nominees Ptv Limited	Level 11, 139 Macquarie Street, Svdney NSW 2000
WAM Leaders Limited	Level 11, 139 Macquarie Street, Svdnev NSW 2000
WAM Microcap Limited	Level 11, 139 Macquarie Street, Svdnev NSW 2000
Centurv Australia Investments Limited	Level 12, 680 Georoe Street, Sydney NSW 2000
RBC Investor Services	Level 47, 2 Park Street, Svdnev NSW 2000
BNP Paribas Securities Services	Level 4, 60 Castlereagh Street, Sydney NSW 2000

Signed: --- f"1-'"})------­

Date: 03/08/2017

ANNEUXURE B

Date of Change	Persons whose relevant Interest changed	Nature of Change (6)	Consideration given in relatJon to change (7)	Number of Securities affected	Class of Securities affected	Persons votes affected
20-Jun-14	WAM Capita! limited	On market Purchase	3,277.69	1,822	Ordinary Shares	1,822
30-Sep-14	WAM Capital Limited	On market Purchase	7,323.52	4,071	Ordinary Shares	4,071
26--Mar-15	WAM Research Limited	On market Purchase	69,907.16	38,860	Ordinary Shares	38,860
26-Apr-17	WAM Capital Limited	On market Purchase	354,846.28	197,252	Ordinary Shares	197,252
27-Apr-17	Botanical Nominees Ply Limited ATF Wilson Asset Management Equity Fund	On market Purchase	16,125.78	8,964	Ordinary Shares	8,964
27-Apr-17	WAM Active Limited	On market Purchase	12,303.01	6,839	Ordinary Shares	6,839
27-Apr-17	WAM Microcap Limited	On market Purchase	70,423.46	39,147	Ordinary Shares	39,147
02-May-17	WAM Microca p Limited	On market Purchase	4,827.08	2,688	Ordinary Shares	2,688
05-May-17	WAM Research limited	On market Purchase	4,791.17	2,668	Ordinary Shares	2,668
OS·May-17	WAM Capital Limited	On market Purchase	24,323.98	13,545	Ordinary Shares	13,545
23-May-17	WAM Active Limited	On market Purchase	847.61	472	Ordinary Shares	472
23-May-17	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market Purchase	1,104.41	615	Ordinary Shares	615
23·May·17	WAM Microcap limited	On market Purchase	200,474.79	111,636	Ordinary Shares	111,636
30-May-17	WAM Research Limited	On market Purchase	198,984.28	110,806	Ordinary Shares	110,806
Ol·Jun-17	WAM Ca pital Limited	On market Purchase	1,010,124.55	562,496	Ordinary Shares	562,496
01-Jun-17	WAM Active Limited	On market Purchase	35,028.68	19,506	Ordinary Shares	19,506
Ol·Jun-17	Botanical Nominees Pty limited ATF Wilson Asset Management Equity Fund	On market Purchase	45,907.57	25,564	Ordinary Shares	25,564

Signed: M--/}--

Date: 03/08/2017