604 page 1/2 15 July 2001
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
onlyToCompany Name/Scheme
ACN/ARSN
1. Details of substantial holder(1)
Name
HGL Limited (ASX: HNG)
009 657 961
See Annexure A
useACN/ARSN (if applicable)
There was a change in the interests of the ubstantial holder on
The previous notice was given to the company on The previous notice was dated
2. Previous and present voting power
2 / 12/ 21
15/ 7/ 21
14/ 7/ 21
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) | ||
FPO | 22,822,634 | 12.8% | 22,932,634 | 11.4% | |
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 | Person whose | Nature of | Consideration | Class and | Person's votes | ||
change | relevant interest | change (6) | given in relation | number of | affected | ||
changed | to change (7) | securities | |||||
affected | |||||||
See Annexure B | |||||||
4. Present relevant interests | |||||||
ForParticulars of each relevant interest of the substantial holder in voting securities after the change are as follows: | |||||||
Holder of | Registered | Person entitled | Nature of | Class and | Person's votes | ||
relevant | holder of | to be registered | relevant | number of | |||
interest | securities | as holder (8) | interest (6) | securities | |||
See Annexure C | |||||||
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 |
only | |||||||||||
Addresses | |||||||||||
6. | |||||||||||
The addresses of persons named in this form are as follows: | |||||||||||
Name | Address | ||||||||||
See Annexure D | |||||||||||
use | |||||||||||
Signature | |||||||||||
print name | Joseph Constable | capacity | Company Secretary | ||||||||
sign here | date 7 | / | 12 / 21 | ||||||||
personal | |||||||||||
arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and | |||||||||||
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 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 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 | |||||||||||
For | (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. | |||||||||||
(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, becom`e | ||||||||||
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
HGL Limited ACN: 009 657 961
This is Annexure A of 1 page referred to in ASIC Form 604 (Notice of Change of Interests of Substantial Holder)
Signed: | Date: |
______________________________________ | 7/12/21 |
__________________ |
Details of substantial holder
- Donus Australia Foundation Limited ABN: 396 171 227 46 (Donus)
- Mr David Constable (David)
- Dr Ida Constable (Ida)
- IJV Investments Pty Ltd ACN: 162 906 296 (IJV)
- Kitwood Pty Ltd ACN: 010 205 099 (Kitwood)
For personal use only
HGL Limited ACN: 009 657 961
This is Annexure B of 1 pages referred to in ASIC Form 604 (Notice of Change of Interests of Substantial Holder)
Signed: | Date: | ||||
______________________________________ | 7/12/21 | ||||
__________________ | |||||
Consideration | |||||
Person whose | given in | ||||
relevant interest | FPO | relation to | |||
Date of change changed | Nature of change | change | change | ||
02/12/2020 | All entities | Dilution due to placement | N/A | N/A | |
22/11/2021 | Ida | On market sale | -20,000 | -$9,378.97 | |
19/11/2021 | Ida | On market sale | -35,000 | -$15,374.99 | |
18/11/2021 | Ida | On market sale | -5,000 | -$1,923.50 | |
27/10/2021 | Donus | On market purchase | 35,000 | $9,975.00 | |
08/10/2021 | Donus | On market purchase | 35,000 | $9,576.50 | |
28/09/2021 | Donus | On market purchase | 10,000 | $2,500.00 | |
27/09/2021 | Donus | On market purchase | 20,000 | $5,216.50 | |
20/09/2021 | Donus | On market purchase | 10,000 | $2,400.00 | |
17/09/2021 | Donus | On market purchase | 2,327 | $581.75 | |
16/09/2021 | Donus | On market purchase | 57,673 | $14,671.25 | |
For personal use only
HGL Limited ACN: 009 657 961
This is Annexure C of 1 page referred to in ASIC Form 604 (Notice of Change of Interests of Substantial Holder)
Signed: | Date: |
______________________________________ | 7/12/21 |
__________________ |
Present relevant interests | ||||
Holder of relevant | Registered holder | Person entitled to | Nature of | Number of |
interest | of securities | be registered as | relevant interest | FPO shares |
holder | and votes | |||
Donus Australia | Donus Australia | Donus Australia | A charitable trust | 2,355,641 |
Foundation Limited | Foundation Limited | Foundation Limited | whose director is | |
Dr Ida Constable. | ||||
Dr Ida Constable | Dr Ida Constable | Dr Ida Constable | Holder of shares. | 5,285,277 |
Mr David Constable | Mr David Constable | Mr David Constable | Holder of shares. | 5,114,476 |
Kitwood | Kitwood | Kitwood | Holder of shares. | 2,000,000 |
IJV | IJV | IJV | Holder of shares. | 8,172,240 |
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