Bentley Capital : Change of Substantial Shareholder Notice in KBC

Form 604

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) SCARBOROUGH EQUITIES PTY LTD (SCB)	ABN 87 008 108 218 ABN 87 008 108 218
   There was a change in the interests of the substantial holders on:	7 July 2016
   The previous notice was given to the company on:	20 May 2016
   The previous notice was dated:	20 May 2016

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	27,800,000	16.97%	31,700,000	19.96%
   Based on KBC's total issued fully paid (and listed) ordinary and voting shares	163,812,326		158,812,327
   	Refer KBC's Appendix 3B dated 18 March 2016. KBC had an additional 13,920,001 unlisted fully paid ordinary shares on issue held in escrow pursuant to the terms of KBC's Executive SharePlan, which shares carried no voting rights (so far as BEL was aware).		Refer KBC's Appendix 3B dated 20 June 2016and KBC's ASX market announcement dated 17June 2016: Correction to Capital Structure. KBC has an additional 17,270,000 unlisted fully paid ordinary shares on issue held in escrow pursuant to the terms of KBC's Executive SharePlan, which shares carries 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:

   Date of change	Person whose relevant interest changed	Nature of change(6)	Consideration given in relation to change(7)	Class and number of securities affected	Person's votes affected
   				Ordinary shares
   7 July 2016	BEL and SCB	Acquisition of shares by SCB on-market	$349,981.92	1,950,000	1,950,000
   7 July 2016	BEL	Acquisition of shares by BEL on-market	$349,981.92	1,950,000	1,950,000
   28 June 2016	BEL	Transfer of shares off-market from SCB to BEL	$2,085,000	13,900,000	13,900,000

4. Present relevant interests

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

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder(8)	Nature of relevant interest(6)	Class and number of securities	Person's votes
   				Ordinary shares
   SCB	SCB	SCB	Registered and beneficial owner of shares	15,850,000	15,850,000
   BEL	SCB	SCB	Taken under section 608(3)(b) of the Corporations Act to have a relevant interest in 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

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

e sign here		capacity	Company Secretary BEL and SCB
print name	Victor Ho	date	8 July 2016

Signatur 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. 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

8. 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.

9. 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.

10. 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".

11. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.