Bentley Capital : Change of Substantial Shareholder Notice for KBC

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

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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

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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:
7. 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.

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