Queste Communications : Initial Substantial Shareholder Notice in Yowie Group Ltd (YOW)

Form 603

Corporations Act

Section 671B

Notice of initial substantial holder

	To Company Name/Scheme	YOWIE GROUP LTD (ASX:YOW)
	ABN		98 084 370 669
1.	Details of substantial holders(1)
			Name		ACN / ABN
			ORION EQUITIES LIMITED	(ASX:OEQ)	ABN 77 000 742 843
			QUESTE COMMUNICATIONS LTD	(ASX :QUE)	ABN 58 081 688 164
			The holders became substantial holders on		10 August 20201
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:

Class of securities(4)	Number of securities	Persons' votes(5)	Voting power(6)
Ordinary Shares	21,199,260	21,199,260	9.71%
Based on YOW's total issued fully paid ordinary and voting shares		218,296,1622
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
Holder of relevant	Nature of relevant interest(7)	of securities	Voting power(6)
interest	Ordinary 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)
OEQ	Taken under section 608(3)(a) of the Corporations Act to have a	21,199,260	9.71%
	relevant interest in securities in which BEL has a relevant interest
	by reason of having greater than 20% voting power (ie.
	shareholding) in BEL
QUE	Taken under section 608(3)(b) of the Corporations Act to have a	21,199,260	9.71%
	relevant interest in securities in which OEQ has a relevant interest
	by reason of having control (ie. greater than 50% voting
	power/shareholding) in OEQ

4. Details of present registered holders

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

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

1. Refer BEL and SCB's Notice of Initial Substantial Holder for YOW dated 12 August 2020
2. Refer YOW ASX Announcement dated 28 February 2020: Half Yearly Report and Accounts
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20200812 OEQ-QUE 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 interest	Date of Acquisition (Disposal)	Cash $	Non-cash $value	Ordinary Shares
	10 August 2020
SCB, BEL, OEQ, QUE	(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
Queste Communications Ltd (ASX:QUE)	Level 2, 31 Ventnor Avenue, West Perth, Western Australia 6005
Orion Equities Limited (ASX:OEQ)	Level 2, 31 Ventnor Avenue, West Perth, Western Australia 6005
Bentley Capital Limited ABN 87 008 108 218 (ASX:BEL)	Level 2, 31 Ventnor Avenue, West Perth, Western Australia 6005
Scarborough Equities Pty Ltd ABN 58 061 287 045 (SCB)	Level 2, 31 Ventnor Avenue, West Perth, Western Australia 6005

Signature

sign here		date	12 August 2020
print name	VICTOR HO	capacity	Director & Secretary of OEQ

sign here		date	12 August 2020
print name	VICTOR HO	capacity	Director & Secretary of QUE

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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