AJ Lucas : Becoming a substantial holder – OCP

C L F F O R D CLIFFORD CHANCE

LEVEL 16, NO. 1 O'CONNELL STREET

C H A N C E

SYDNEY NSW 2000 AUSTRALIA

TEL [phone]

FAX [phone] BOBB

www.cliffordchance.com

By Facsimile Direct Dial : [phone]

E-mail : kane.bamett@cliffordchance. com

AJ Lucas Group Limited Level 6

No. 1 Elizabeth Plaza North Sydney NSW 2060

4 November 2016

Dear Marcin Swierkowski and Austen Perrin

Notice of initial substantial holder: AJ Lucas qroup Limited (ACN 060 309 104) (ASX:

AJL)

Attached is ASIC Form 603: Notice of initial substantial holder issued by OCP Asia (Singapore) Pte. Limited and all its related bodies corporate and associates as investment manager of OL Master (Singapore Fund 1) Pte. Limited and Orchard Landmark II (Singapore Fund 1) Pte. Limited in relation to the shares in AJ Lucas Group Limited (ACN 060 309 104).

Please contact us should you have any questions in relation to the Form 603. Yours faithfully

A{r-

Kane Barnett Counsel

Enclosure

LIABILITY LIMITED BY A SCHEME APPROVED UNDER PROFESSIONAL STANDARDS LEGISLATION .

Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder

To Company Name/Scheme AJ Lucas Group Limited

603 page 1/2 15 July 2001

ACN/ARSN 060 309 104

1. Details of substantial holder (1)

   Name OCP Asia (Singapore) Pte. Limited and all its related bodies corporate and associates as investment manager of OL Master (Singapore Fund 1) Pte. Limited and Orchard Landmark II (SinQapore Fund 1) Pte. Limited (together the OCP Group)

   ACN/ARSN (if applicable) N/A

   The holder became a substantial holder on 2/11/2016.

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 substantialholder became a substantial holder are as follows:

   Class of securities (4)	Number of securities	I	Person's votes (5)	Voting power (6)
   Funy paid ordinary shares	21,290,536	I	21,290,536	5.45%

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
   OCP Group	Relevant interest under section 608(1) and (3) of the Corporations Act 2001 being 1,290,536 fully paid ordinary purchased on-market and fully paid ordinary shares purchased pursuant to the Subscription Agreement 21 June 2016 attached in A.	21,290,536 fully paid ordinary
   shares
   		securities
   		20,000,000
   		Share
   		dated
   		Annexure

4. Details of present registered holders

   The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

   Holder of relevant interests	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
   OCP Group	HSBC Custody Nominees (Australia) Limited - NC 3	OL Master (Singapore Fund 1) Pte. Limited	15,610,536 fully paid ordinary shares
   OCP Group	HSBC Custody Nominees (Australia) Limited - NC 3	Orchard Landmark II (Singapore Fund 1) Pte. Limited	5,680,000 fully paid ordinary shares

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 holder became a substantial holder is as follows:

   Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
   Cash	Non-cash	Fully paid ordinary shares
   OCP Group	7/7/2016	A$27. 840.6688	146,222.00
   OCP Group	8/7/2016	A$21 ,513.13	113,227.00
   OCP Group	12/7/2016	A$20 ,085.00	103.000.00
   OCP Group	2/8/2016	A$64 ,534.554	312 ,516.00
   OCP Group	5/8/2016	A$12,614 .20	63,071.00
   OCP Group	2/11/2016	US$1,390,000 .00	9,000,000

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
OL Master (Singapore Fund 1) Pte. Limited	Controlled by OCP Asia (Singapore) Pte. Limited as investment manager pursuant to section 12 of the Corporations Act
Orchard Landmark II (Singapore Fund 1) Pte. Limited	Controlled by OCP Asia (Singapore) Pte. Limited as investment manager pursuant to section 12 of the Corporations Act
OCP Asia (Singapore) Pte. Limited	As controlling investment manager of both OL Master (Singapore Fund 1) P1e. Limited and Orchard Landmark II (Singapore Fund 1) P1e. Limited pursuant to section 12 of the Corporations Act

1. Addresses

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

   Name	Address
   OL Master (Singapore Fund 1) Pte. Limited	350 Orchard Road, #12-01/03 Shaw House, Singapore 238868
   Orchard Landmark II (Singapore Fund 1lPte. Limited	350 Orchard Road, #12-01/03 Shaw House, Singapore 238868
   OCP Asia (Singapore) Pte. Limited	350 Orchard Road, #12-01/03 Shaw House, Singapore 238868

   Signature

   print name	capacity	Authorised Signatory
   sign here	date	3/11/2016

   IRECT. IONS

2. 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 fonm. If the relevant inleress of a group of persons are essentially similar. they may be referred to throughout the fonm 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.

3. See the definition of associate" in section 9 of the Corporations Act 2001.

4. See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001.

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

6. 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.

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

8. Include details of:

9. any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, a copy of any document setting out the tenms 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

10. any qualification of the power of a person to exercise, control the exercise of, or inHuence 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.

11. 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" .

12. 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 entiUed 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.

13. Annexure A

    This is the Annexure of 21 pages (including this page) marked Annexure A referred to in Form 603 - Notice of initial substantial holder.

    The enclosed document is a true copy of the Share Subscription Agreement dated 21 June 2016 between AJ Lucas Group Limited, OL Master (Singapore Fund 1) Pte. Limited (formerly OL Master (Singapore) Pte. Limited) and Orchard Landmark II (Singapore Fund l ) Pte. Limited.

    Name: c_.o'/.,f "-l $ I-I{ 1 T11 Authorised Signatory Date: "], . l( , I {:,