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Yowie : Change in substantial holding from WAM, WAA
Yowie : Change in substantial holding from WAM,
About this update from Yowie Group Ltd.
For personal use only TO: ASX Company Announcements Office FROM: Wilson Asset Management Group DATE: 23 February 2022 NO OF PAGES: 7 (including this page) The Wilson Asset Management Group does not beneficially own, and exerts no control or influence over, Yowie Group Limited (ASX: YOW) shares in which members of the Wilson Asset Management Group are determined to hold an indirect deemed relevant interest in, in accordance with Section 671B of the Corporations Act 2001. As detailed in the enclosed notice, members of the Wilson Asset Management Group are determined to hold an indirect deemed relevant interest in YOW shares held by Keybridge Capital Limited (KBC) and HHY Fund (HHY). The Corporations Act determine these indirect deemed relevant interests to exist primarily as a result of the members of the Wilson Asset Management Group holding (in aggregate) voting power in excess of 20% in each of KBC and HHY. Members of the Wilson Asset Management Group have no direct interest in YOW and they do not exert control or influence over KBC or HHY. As a result of this indirect deemed relevant interest, and in accordance with Section 671B of the Corporations Act 2001, please find enclosed a Form 604 - Notice of change of interest of substantial holder in relation to Yowie Group Limited (ASX: YOW). The primary purpose of this notice is to disclose certain indirect deemed relevant interests that members of the Wilson Asset Management Group are indirectly deemed to hold in YOW pursuant to the Corporations Act. The Wilson Asset Management Group's holding in both KBC and HHY, whilst in excess of 20% in each case, lacks the requisite ability to affect the direction or control of either entity, as evidenced by historical events, meetings and voting with respect of the two entities. Members of the Wilson Asset Management Group are not able to affect the direction or control of KBC or HHY and have no influence or control over KBC's or HHY's underlying investments, including YOW. The attached notice provides further details in this regard. Level 26, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 | GPO Box 4658 Sydney NSW 2001 | Phone 02 9247 6755 | Fax 02 9247 6855 | [email protected] | www.wilsonassetmanagement.com.au only 604 Page 1 of 2 15 July 2001 Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder To Company Name/Scheme Yowie Group Ltd (ASX:YOW) ACN/ARSN ACN 084 370 669 1. Details of substantial holder (1) Name Wilson Asset Management Group (refer entities listed in Annexure A) ACN/ARSN (if applicable) use There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated 2. Previous and present voting power 21/02/2022 16/12/2021 16/12/2021 For personal 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) See Annexure B 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 Person whose Nature of change (6) Consideration given in Class and number Person's votes change relevant interest relation to change (7) of securities affected changed affected See Annexure C 4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows: Holder of Registered holder Person entitled to be Nature of relevant Class and number Person's votes relevant of securities registered as holder interest (6) of securities interest (8) See Annexure D For personal use only 604 Page 2 of 2 15 July 2001 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 E Signature print name Martyn McCathie capacity Head of Operations sign here date 23/02/2022 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 6 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 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 because of which the change in relevant interest occurred. 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. 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. 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". Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. For personal use only Annexure A 1. Details of Wilson Asset Management Group Name ACN / ARSN Wilson Asset Management (International) Pty Limited (ACN 081 047 118) MAM Pty 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 Pty Limited as trustee of the Wilson Asset Management Equity Fund (ACN 081 032 000) WAM Leaders Limited (ACN 611 053 751) WAM Microcap Limited (ACN 617 838 418) WAM Global Limited (ACN 624 572 925) WAM Strategic Value Limited (ACN 649 096 220) WAM Alternative Assets Limited (ACN 168 941 704) Mr Geoffrey Wilson n/a EDWVIC Pty Limited (ACN 142 759 126) Annexure B 2. Previous and present voting power Class of securities (4) Previous notice Present notice Voting power Voting power Person's votes (5) Person's votes (5) Fully Paid Ordinary Direct interest: Nil Nil Direct interest: Nil Nil Deemed Interest: 62,741,055 28.71% Deemed Interest: 65,348,254 29.90% 1 Shares Total: 62,741,055 28.71% Total: 65,348,254 29.90% Note: 1. The deemed interest in YOW represents the combined shareholding of Keybridge Capital Limited (KBC) and HHY Fund (HHY) (see Annexure D for details). The Wilson Asset Management Group does not beneficially own the YOW shares in which its members are deemed to hold a relevant interests in. Members of the Wilson Asset Management Group have no direct interest in YOW and they do not exert control of influence over KBC or HHY. Signed ………………………………………… Date: 23 / February / 2022 Annexure C 3. Changes in relevant interest Date of change Person whose relevant Nature of change (6) Consideration Class and interest changed given in relation number of only to change (7) securities affected Changes to relevant interest directly held/controlled Nil Nil Nil Nil Nil Date of change Person whose Nature of change Consideration Class and number of relevant interest (6) given in relation securities affected changed to change (7) Changes to indirect deemed relevant interest 19 Jan 22 Keybridge Capital On market $3,066.55 61,331 use 18 Jan 22 Limited (KBC) acquisition $1,131.75 22,635 17 Jan 22 $5,508.70 110,174 13 Jan 22 $13,250.00 250,000 12 Jan 22 $7,060.40 135,777 11 Jan 22 $20,924.38 410,282 10 Jan 22 $11,466.95 229,339 7 Jan 22 $308.65 6,173 1 Jan 22 $4,974.15 99,483 24 Dec 21 $8,250.25 165,005 15 Dec 21 Credit Suisse Equities Relevant interest $850.00 17,000 For personal 24 Dec 21 Australia Ltd acquired pursuant $57,200.00 1,100,000 to section 608(1)(c) Signed ………………………………………… Date: 23 / February / 2022 Person's votes affected Nil Person's votes affected 61,331 22,635 110,174 250,000 135,777 410,282 229,339 6,173 99,483 165,005 17,000 1,100,000 This is an excerpt of the original content. 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