604 page 1/2 15 July 2001
Form 604 | ||||||||||
Corporations Act 2001 | ||||||||||
Section 671B | ||||||||||
only | Notice of change of interests of substantial holder | |||||||||
To: Company Name/Scheme | Angel Seafood Holdings Limited | |||||||||
ACN/ARSN | 615 035 366 | |||||||||
1. Details of substantial holder (1) | ||||||||||
Name | Valley Vino Pty Ltd ABN 30 629 975 462 (Valley Vino) and other persons who have related relevant interests set out | |||||||||
in Annexure 'A' | ||||||||||
ACNARSN (if applicable) | See above | |||||||||
There was a change in the interests of the | ||||||||||
substantial holder on | 10/02/22 | |||||||||
The previous notice was given to the company on | 13/09/21 | |||||||||
The previous notice was dated | 13/09/21 | |||||||||
2. Previous and present voting power | ||||||||||
useThe 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) | |||||||
Fully paid ordinary shares | 32,227,062 | 19.946 | 56,997,272 | 35.276% | ||||||
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:
personal | Date of change | Person whose relevant | Nature of change (6) | Consideration given in | Class and | Person's votes affected |
interest changed | relation to change (7) | number of | ||||
securities | ||||||
affected | ||||||
Not applicable | ||||||
4. Present relevant interests |
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
For | Holder of | Registered holder of | Person entitled to be | Nature of relevant | Class and | Person's votes |
relevant | securities | registered as holder (8) | interest (6) | number of | ||
interest | securities | |||||
Refer to | ||||||
Annexure 'B' | ||||||
3461-2772-1496v1
604 | page 2/2 | 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 |
Refer to Annexure 'C'' |
only | ||||||||
6. Addresses | ||||||||
The addresses of the persons named in this form are as follows: | ||||||||
Name | Address | |||||||
Refer to Annexure 'D' | ||||||||
Signature | ||||||||
use | print name Benjamin Trickett | capacity Director | ||||||
sign here | date11 / 2 /2022 | |||||||
personal | ||||||||
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 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 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 | ||||||||
(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 | |||||||
For | 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. | ||||||||
(7) | 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. | ||||||||
(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. | |||||||
3461-2772-1496v1
Annexure A
This is annexure A of 1 page (including this page) referred to in Form 604 "Notice of change of interests of substantial holder"
___________________________
Benjamin Trickett Director
Date: 11 February 2022
Valley Vino gives this notice on its own behalf and on behalf of the following entities:
1. | Laguna Bay Agricultural No 1 Pty Ltd ABN 27 608 464 624 (LBAF1); | ||||
2. | each entity controlled by LBAF1 (LBAF1 Subsidiaries); | ||||
3. | Washington State Investment Board (WSIB); | ||||
4. | Laguna Bay Fund 1 Pty Ltd ABN 15 604 926 927 (Manager); | ||||
only5. | Laguna Bay Group Pty Ltd ABN 90 629 388 076 (LB Group); | ||||
6. | each entity controlled by LB Group (LB Subsidiaries); | ||||
7. | McGavin LB Pty Ltd ACN 606 544 236 ATF MLB Trust (MLB Trust); and | ||||
8. | McGavin Holdings (Aust) Pty Ltd 107 036 082 ATF T&S McGavin Family Trust (McGavin Family Trust), | ||||
who have the following relevant interests: | |||||
use | Holder of relevant interest | Nature of relevant interest (7) | |||
LBAF1 | LBAF1 has the same relevant interests as Valley Vino under section 608(3) of the | ||||
Corporations Act by virtue of Valley Vino being controlled by LBAF1 | |||||
personal | |||||
LBAF1 Subsidiaries | Each LBAF1 Subsidiary has the same relevant interests as Valley Vino under section | ||||
608(3) of the Corporations Act by virtue of each LBAF1 Subsidiary being a controlled | |||||
entity of LBAF1 and therefore holding in excess of 20% voting power in Valley Vino. | |||||
WSIB | WSIB has the same relevant interests as LBAF1 under section 608(3) of the | ||||
Corporations Act by virtue of holding in excess of 20% voting power in LBAF1 | |||||
Manager | Relevant interest under section 608(1)(b) and/or 608(1)(c) of the Corporations Act, | ||||
being a relevant interest arising from having the power to control the exercise of the | |||||
right to vote attached to Angel Seafood Shares by virtue of its appointment as | |||||
investment manager of LBAF1 | |||||
LB Group | LB Group has the same relevant interests as Manager under section 608(3) of the | ||||
Corporations Act by virtue of Manager being controlled by LB Group | |||||
LB Subsidiaries | Each LB Subsidiary has the same relevant interests as Manager under section 608(3) | ||||
of the Corporations Act by virtue of each LB Subsidiary being a controlled entity of LB | |||||
Group and therefore holding in excess of 20% voting power in Manager | |||||
MLB Trust | MLB Trust has the same relevant interests as LB Group under section 608(3) of the | ||||
Corporations Act by virtue of LB holding in excess of 20% voting power in LB Group | |||||
McGavin Family Trust | McGavin Family Trust has the same relevant interests as LB Group under section | ||||
608(3) of the Corporations Act by virtue of McGavin Family Trust holding in excess of | |||||
20% voting power in LB Group | |||||
For |
Class and number of securities
32,227,062 fully paid ordinary shares
32,227,062 fully paid ordinary shares
32,227,062 fully paid ordinary shares
32,227,062 fully paid ordinary shares
32,227,062 fully paid ordinary shares
32,227,062 fully paid ordinary shares
32,227,062 fully paid ordinary shares
32,227,062 fully paid ordinary shares
3451-2213-7112v1
Annexure B
This is annexure B of 1 page (including this page) referred to in Form 604 "Notice of change of interests of substantial holder"
___________________________ | ||||||
Benjamin Trickett | ||||||
Director | ||||||
only | ||||||
Date: 11 February 2022 | ||||||
Holder of relevant | Registered holder of | Person entitled to be | Nature of relevant | Class and number of | Person's votes | |
interest | securities | registered as holder | interest | securities | ||
Valley Vino | Valley Vino | Valley Vino | Registered holder | 32,227,062 fully paid | 32,227,062 | |
ordinary shares | ||||||
LBAF1, LBAF1 | As above | As above | Relevant interest | As above | 32,227,062 | |
Subsidiaries, WSIB, | under section | |||||
For personal use | Manager, LB Group, | 608(1)(b) and/or | ||||
LB Subsidiaries, MLB | 608(1)(c) and/or | |||||
Trust and McGavin | 608(3)(a) and/or | |||||
Family Trust (refer to | 608(3)(b) of the | |||||
Annexure A) | Corporations Act | |||||
2001 (Cth) (refer to | ||||||
Annexure A) | ||||||
3437-8245-0456v1
Annexure C
This is annexure C of 1 page (including this page) referred to in Form 604 "Notice of change of interests of substantial holder"
___________________________
Benjamin Trickett Director
onlyDate: 11 February 2022
Name and ACN/ARSN (if applicable)
Angel Oysters Pty Ltd ATF Halman
Family Trust
Mr Isaac Lee Halman & Mrs Kady
Jennifer Huxley Halman ATF Halman
Super Fund
Isaac Lee Halman
For usepersonal
Nature of association | Class and number of securities | Person's votes |
Refer attached Memorandum of | 22,516,109 | 22,516,109 |
Understanding | ||
Refer attached Memorandum of | 1,254,099 | 1,254,099 |
Understanding | ||
Refer attached Memorandum of | 1,000,002 | 1,000,002 |
Understanding |
3477-2273-6664v2
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Angel Seafood Holdings Ltd. published this content on 10 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 February 2022 23:27:09 UTC.