Wrap Text
Change in substantial holding and Becoming a substantial holder
Tawana Resources NL
(Incorporated in Australia)
(Registration number ACN 085 166 721)
Share code on the JSE Limited: TAW
JSE ISIN: AU0000TAWDA9
Share code on the Australian Securities Exchange Limited: TAW
ASX ISIN: AU000000TAW7
(“the Company” or “Tawana”)
Becoming a substantial holder
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial shareholder
To: Company Name/Scheme TAWANA RESOURCES NL
ACN/ARSN ACN 085 166 721
Details of substantial holder (1)
Name CORPORATE & RESOURCE CONSULTANTS PTY LTD
ACN/ARSN (if applicable) ACN 073 232 318
The holder became a substantial shareholder on 24/08/2016
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 Persons' votes (5) Voting power (6)
Ordinary Shares 20,000,000 20,000,000 7.72%
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
CORPORATE & RESOURCE Registered holder to whom 20,000,000 ordinary shares
CONSULTANTS PTY LTD shares were issued by Tawana
Resources as purchase
consideration
4. Details of present registered holders
The person 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
interest securities registered as holder (8) securities
CORPORATE & CORPORATE & CORPORATE & 20,000,000 ordinary
RESOURCE RESOURCE RESOURCE shares
CONSULTANTS PTY CONSULTANTS CONSULTANTS
LTD PTY LTD 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 shareholder became a substantial shareholder
is as follows:
Holder of relevant Date of Consideration Class and number of
interest acquisition securities
Cash Non-Cash
CORPORATE & 24 August Refer note 20,000,000 ordinary
RESOURCE 2016 below shares
CONSULTANTS PTY
LTD
20M shares issued by Tawana Resources as consideration for acquisition of Corporate & Resource
Consultants Pty Ltd's shares in Mount Belches Pty Ltd following approval by Tawana's
shareholders on 23 August 2016
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
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
CORPORATE & RESOURCE 389 Oxford Street, Mount Hawthorn, WA 6015
CONSULTANTS PTY LTD
Signature Print name RON GAJEWSKI Capacity DIRECTOR
Sign here date 31/08/2016
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 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 of 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:
(a) 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
(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".
(9) Details of the consideration must include any an 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.
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme Tawana Resources Limited (“Tawana”)
ACN/ARSN 085 166 721
1. Details of substantial holder (1)
Name Canaccord Financial Group (Australia) Pty Ltd and its
associates (“CFGA”)
ACN/ARSN (if applicable) 128 279 336
The holder became a substantial holder on 24/8/2016
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 Persons' votes (5) Voting power (6)
Ordinary Shares 17,300,000 17,300,000 6.68%
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
CFGA Power to dispose of, or control 17,300,000 ORD
the exercise of a power to
dispose of, the shares
4. Details of present registered holders
The person 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
interest securities registered as holder (8) securities
CFGA Chalmsbury Nominees Chalmsbury Nominees 15,000,000 ORD
Pty Ltd Pty Ltd
CFGA CG Nominees (Australia) Canaccord Genuity 2,300,000 ORD
Pty Ltd (Australia) Limited
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 shareholder became a substantial shareholder
is as follows:
Holder of relevant Date of Consideration Class and number of
interest acquisition securities
Cash Non-cash
CFGA 24/8/2016 Non-cash1 15,000,000 ORD
CFGA 24/8/2016 Non-cash2 1,500,000 ORD
1 Consideration for the acquisition of Mount Belches Pty Ltd
2 Management fee
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
7. Addresses
The addresses of persons named in this form are as follows:
Name Address
Canaccord Financial Group (Australia) Pty Ltd Level 4, 60 Collins St, Melbourne VIC 3000
Chalmsbury Nominees Pty Ltd Level 4, 60 Collins St, Melbourne VIC 3000
CG Nominees (Australia) Pty Ltd Level 4, 60 Collins St, Melbourne VIC 3000
Canaccord Genuity (Australia) Limited Level 4, 60 Collins St, Melbourne VIC 3000
Signature Print name David Barlow Capacity Director
Sign here date 29/08/2016
(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 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 of 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:
(a) 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
(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".
(9) Details of the consideration must include any an 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.
ANNEXURE A HAS BEEN REMOVED FOR SENS PURPOSES. PLEASE REFER TO THE TAWANA
WEBSITE FOR THE COMPLETE ANNOUNCEMENT.
Form 604
Corporate Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme Tawana Resources NL
CAN/ARSN 69 085 166 721
1. Details of substantial holder (1)
Name MERRIWEE PTY LTD ATF MERRIWEE SUPER FUND A/C
CAN/ARSN) if applicable) 139 039 651
There was a change in the interest
of the substantial holder on 24/08/2016
The previous notice was given to the company on 07/01/2011
The previous notice was dated 07/01/2011
2. Previous and present voting power
The total number voted attached to all the voting shares in the company or voting interest in the
scheme that the substantial holder on an associate (2) and 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 shares Previous notice Present notice
(4) Person’s votes Voting power (5) Person’s votes Voting power (5)
50 000 000 8.3% 24 600 000 9.5%
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 of 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 Nature of Consideration Class and Person’s
change whose change (6) given in number of votes
relevant relation to securities affected
interest change (7) affected
See
Annexure A
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the
change are as follows:
Holders of Registered Person Nature of Class and Person’s
relevant holder of entitled to be relevant number of votes
interest securities registered as interest (6) securities
holder (8)
See
Annexure A
5. Change in association
The persons who have become associates (2) of, ceased to be associated of, or have changed the
nature of their association (9) with, the substantial holder in relation to voting interest in the
company or scheme are as follows:
Name and CAN/ARSN (if applicable) Nature of association
6. Addresses
The addresses of persons named in this form are as follows:
Name Address
Merriwee Pty Ltd < Merriwee Super Fund A/C Level 4, 60 Collins Street, Melbourbe Vic 3000
Signature Print name Marcus Freeman Capacity POA
Sign here date 29/08/2016
Directions
(1) If there are a number of substantial holders with similar or related interests (Eg. 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 interest of a group of persons are essentially
similar, they may be referred to through the form as a specifically named group if the
membership of each group, with the names and address of members is clearly set out in
paragraph 6 of the form.
(2) See the attached definition of “associate” in section 9 of Corporation Act 2001.
(3) See the definition of “relevant interest: in section 608 and 671B(7) OF THE Corporation 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:
(a) 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
(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).
(7) 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".
(9) Give details, if appropriate, of the present association and any change in that association since
the last substantial holding notice.
31 August 2016
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Date: 31/08/2016 10:02:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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