Bentley Capital : Initial Substantial Holder Notice in YOW

Form 603

Corporations Act

Section 671B

Notice of initial substantial holder

ToCompany Name/Scheme

ABN

YOWIE GROUP LTD (ASX:YOW)

98 084 370 669

1. Details of substantial holder(1)

NameACN / ABN

BENTLEY CAPITAL LIMITED	(ASX : BEL)	87 008 108 218
SCARBOROUGH EQUITIES PTY LTD	(SCB)	58 061 287 045
The holders became substantial holders on	10 August 2020

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 substantial holder became a substantial holder are as follows:

	Number of		Persons'	Voting
Class of securities(4)	securities		votes(5)	power(6)
Ordinary Shares	21,199,260		21,199,260	9.71%
Based on YOW's total issued fully paid ordinary and voting shares		218,296,1621

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:

		Class and
		number of
Holder of		securities
relevant	Nature of relevant interest(7)	Ordinary	Voting power(6)
interest	Shares
BEL	Registered and beneficial owner of shares	9,956,110	4.56%
SCB	Registered and beneficial owner of shares
BEL	Taken under section 608(3)(b) of the Corporations Act to have a	11,243,150	5.15%
	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)
	TOTAL	21,199,260	9.71%

4. Details of present registered holders

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

			Class and number of
Holder of relevant	Registered holder of	Person entitled to be registered as holder(8)	securities
interest	securities	Ordinary Shares:
BEL	BEL	BEL	9,956,110
SCB and BEL	SCB	SCB	11,243,150
		TOTAL	21,199,260

1 Refer YOW ASX Announcement dated 28 February 2020: Half Yearly Report and Accounts

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20200812 BEL Initial Substantial Holder Notice in YOW.docx

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the 4 months prior to the day that the substantial holder became a substantial holder is as follows:

				Consideration(9)		Class and number of securities
Holder of relevant					Non-cash
interest	Date of Acquisition (Disposal)		Cash $	$value		Ordinary Shares
SCB and BEL	Market acquisition by SCB	$393,510.25	-		11,243,150
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
-				-
7. Addresses
The addresses of persons named in this form are as follows:
Name			Address
Bentley Capital Limited (ASX:BEL)		Level 2, 31Ventnor Avenue, West Perth, Western Australia 6005
Scarborough Equities Pty Ltd (SCB)		Level 2, 31 Ventnor Avenue, West Perth, Western Australia 6005
(a wholly-owned subsidiary of BEL)

Signature

sign here		date	12 August 2020
print name	VICTOR HO	capacity	Company Secretary of BEL and SCB

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 7 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 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.
6. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
7. Include details of:
8. 1. any relevant agreement or other circumstances by which the relevant interest was acquired. 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. 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".
2. 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.

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