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    BEL   AU000000BEL0

BENTLEY CAPITAL LIMITED

(BEL)
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Bentley Capital : Change of Substantial Shareholder Notice for KBC

02/19/2020 | 02:22am EDT

20200219 BEL Change of Substantial Shareholder Notice in KBC

Form 604

Corporations Act

671B

Notice of change in interests of substantial holder

To: Company Name/Scheme: KEYBRIDGE CAPITAL LIMITED (ASX : KBC)

ABN 16 088 267 190

1. Details of substantial holder(1)

Name

ACN / ABN

BENTLEY CAPITAL LIMITED

(ASX:BEL)

ABN 87 008 108 218

SCARBOROUGH EQUITIES PTY LTD

(SCB)

ABN 87 008 108 218

There was a change in the interests of the substantial holders on: The previous notice was given to the company on:

The previous notice was dated:

  1. February 20201
  1. October 2017
  1. October 20172

2. Previous and present 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 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)

Ordinary Shares

31,700,000

20.002%

31,700,000

17.696%

Based on KBC's total issued

158,481,468

179,136,486

fully paid (and listed)

Refer KBC's ASX Announcements dated 20

Refer KBC's ASX Announcement dated 17

ordinary and voting shares

October 2017: ASIC Form 484 - Cancellation

February 2020: ASX Appendix 2A Application

of 117,807 Shares Bought-Backand dated 18

for Quotation of Securities.

October 2017: ASX Appendix 3E Daily Share

KBC has an additional 9,000,000 unlisted

Buy-Back Notice - 117,807 Shares.

ordinary shares issued pursuant to the terms of

KBC had an additional 15,000,000 unlisted

KBC's Executive Share Plan

ordinary shares on issue held in escrow

pursuant to the terms of KBC's Executive Share

Plan, which shares carried no voting rights (as

advised by KBC).

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:

Person

Class and

whose

Considerati

number of

relevant

on given in

securities

Person's

interest

relation to

affected

votes

Date of change

changed

Nature of change(6)

change(7)

Ordinary shares

affected

20 October 2017

BEL and

Increase in voting power as a consequence

N/A

31,700,000

31,700,000

SCB

of the cancellation of 78,377 shares

bought-backon-market by KBC3

  1. Per KBC's ASX Announcements dated 17 February 2020: ASX Appendix 2A Application for Quotation of Securities, dated 12 February 2020: Proposed Issue
    of Securities and dated 12 February 2020: Keybridge Agrees to Issue $1.52m in Ordinary Shares at 6.9c
  2. Refer BEL's ASX Announcement dated 23 October 2017: Notice of Change in Interests of Substantial Holder in KBC
  3. Per KBC's ASX Announcement dated 23 October 2017: ASIC Form 484 - Cancellation of 78,377 Shares Bought-Back

PAGE 1

20200219 BEL Change of Substantial Shareholder Notice in KBC

24 October 2017

Increase in voting power as a consequence

of the cancellation of 256,457 shares

bought-backon-market by KBC4

3 November 2017

Increase in voting power as a consequence

of the cancellation of 16,202 shares

bought-backon-market by KBC5

6 November 2017

Increase in voting power as a consequence

of the cancellation of 50,000 shares

bought-backon-market by KBC6

31 October 2018

Increase in voting power as a consequence

of the cancellation of 347,626 shares

bought-backon-market by KBC7

1 November 2018

Increase in voting power as a consequence

of the cancellation of 180,000 shares

bought-backon-market by KBC8

7 March 2019

Increase in voting power as a consequence

of the cancellation of 88,463 shares

bought-backon-market by KBC9

21 June 2019

Increase in voting power as a consequence

of the cancellation of 40,000 shares

bought-backon-market by KBC10

24 June 2019

Increase in voting power as a consequence

of the cancellation of 170,376 shares

bought-backon-market by KBC11

28 June 2019

Increase in voting power as a consequence

of the cancellation of 117,481 shares

bought-backon-market by KBC12

17 February 2020

Decrease in voting power as a

consequence of KBC issuing 22 million

shares under a placement1

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Class and

Holder of

Registered

Person entitled

number of

relevant

holder of

to be registered

securities

Person's

interest

securities

as holder(8)

Nature of relevant interest(6)

Ordinary shares

votes

SCB

SCB

SCB

Registered and beneficial owner of shares

BEL

SCB

SCB

Taken under section 608(3)(b) of the

Corporations Act to have a relevant interest in

15,850,000

15,850,000

securities in which SCB has a relevant

interest by reason of having control of SCB

(SCB is a wholly-owned subsidiary of BEL)

BEL

BEL

BEL

Registered and beneficial owner of shares

15,850,000

15,850,000

  1. Per KBC's ASX Announcement dated 25 October 2017: ASIC Form 484 - Cancellation of 256,457 Shares Bought-Back
  2. Per KBC's ASX Announcement dated 6 November 2017: ASIC Form 484 - Cancellation of 16,202 Shares Bought-Back
  3. Per KBC's ASX Announcement dated 7 November 2017: ASIC Form 484 - Cancellation of 50,000 Shares Bought-Back
  4. Per KBC's ASX Announcement dated 1 November 2018: ASIC Form 484 - Cancellation of 347,626 Shares Bought-Back
  5. Per KBC's ASX Announcement dated 5 November 2018: ASIC Form 484 - Cancellation of 180,000 Shares Bought-Back
  6. Per KBC's ASX Announcement dated 11 March 2019: ASIC Form 484 - Cancellation of 88,463 Shares Bought-Back
  7. Per KBC's ASX Announcement dated 24 June 2019: ASIC Form 484 - Cancellation of 40,000 Shares Bought-Back
  8. Per KBC's ASX Announcement dated 25 June 2019: ASIC Form 484 - Cancellation of 170,376 Shares Bought-Back
  9. Per KBC's ASX Announcement dated 1 July 2019: ASIC Form 484 - Cancellation of 117,481 Shares Bought-Back

PAGE 2

20200219 BEL Change of Substantial Shareholder Notice in KBC

5. Changes in association

The persons who have become associates(2) of, ceased to be associates of, or have change 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

N/A

6. Addresses

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

Name

Address

BEL

Level 2, 23 Ventnor Avenue, West Perth, Western Australia 6005

SCB (a wholly-owned subsidiary of

Level 2, 23 Ventnor Avenue, West Perth, Western Australia 6005

BEL)

Signature

Company Secretary

sign here

capacity

BEL and SCB

print name

Victor Ho

date

19 February 2020

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.
  3. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act.
  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:
    1. any relevant agreement or other circumstance 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
    2. 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.

  1. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interes t 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.
  2. 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".
  3. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

PAGE 3

Disclaimer

Bentley Capital Limited published this content on 19 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 February 2020 07:22:04 UTC


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