WAM Active : Becoming a substantial holder from WAM

For personal use only

TO:	ASX
	Company Announcements Office
FROM:	Wilson Asset Management (International) Pty Limited
DATE:	24 January 2022
NO OF PAGES:	6 (including this page)

In accordance with Section 671B of the Corporations Act 2001, please find following Form 603 ‐ Notice of initial substantial holder in relation to WAM Active Limited (WAA).

The primary purpose of this notice is to disclose certain indirect relevant interests and voting powers that members of the Wilson Asset Management Group are deemed to hold in WAA pursuant to the Corporations Act.

As detailed in the notice, members of the Wilson Asset Management Group are deemed to hold an indirect deemed relevant interest in WAA shares held by Keybridge Capital Limited (KBC). The Corporations Act deems these indirect deemed relevant interests to exist primarily as a result of the members of the Wilson Asset Management Group holding (in aggregate) voting power in excess of 20% in KBC. Members of the Wilson Asset Management Group only became aware of KBC's substantial holding in WAA when KBC lodged its substantial holding notice on 20 January 2022.

WAA has requested all agreements giving rise to KBC needing to lodge its own substantial holding notice, including as a result of KBC acquiring 3,281,293 shares on 18 January 2022 via a special crossing after market close. KBC has not provided those agreements to WAA. On the information available, it is believed that members of the Wilson Asset Management Group inadvertently became a substantial holder of WAA on 5 January 2022, however the Wilson Asset Management Group was unaware of this until KBC lodged its substantial holding notice on 20 January 2022.

The Wilson Asset Management Group does not beneficially own, and exerts no control or influence over, the WAA shares in which members of the Wilson Asset Management Group are determined to hold indirect deemed relevant interests.

The Wilson Asset Management Group's holding in KBC, whilst in excess of 20% in each case, lacks the requisite ability to affect the direction or control of KBC, as evidenced by historical events, meetings and voting with respect to the two entities. Members of the Wilson Asset Management Group have no influence or control over KBC's underlying investments, including WAA. The attached notice provides further details in this regard.

Level 26, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 | GPO Box 4658 Sydney NSW 2001 | Phone [phone] | Fax [phone] | [e-mail] | www.wilsonassetmanagement.com.au

603 Page 1 of 2 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

For personal use only

ToCompany Name/Scheme	WAM Active Limited (ASX:WAA)
ACN/ARSN		ACN 126 420 719
1. Details of substantial holder (1)
Name	Wilson Asset Management Group (refer entitites listed in Annexure A)
ACN/ARSN (if applicable)		n/a

The holder became a substantial holder on 5/01/2022

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

Person's votes (5)

Voting power (6)

See Annexure B

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:

Holder of relevant interest

Nature of relevant interest (7)

Class and number of securities

See Annexure C

4. Details of present registered holders

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

Holder of relevant	Registered holder of	Person entitled to be	Class and number of securities
interest	securities	registered as holder (8)
See Annexure C

5. Consideration

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

Holder of relevant	Date of acquisition	Consideration (9)	Class and number of securities
interest
		Cash	Non-cash

Refer to KBC announcement made on 20 January 2022

603 Page 2 of 2 15 July 2001

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
			n/a
only
7. Addresses
The addresses of persons named in this form are as follows:
		Name		Address
		See Annexure D
use
		Signature
		print name	Martyn McCathie	capacity	Head of Operations
		sign here			date	24 / January / 2022
						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 2001.
(3)		See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(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:
personal			(a) 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
			(b) 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 2001.
(8)		If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write
For			"unknown".
(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.

For personal use only

Annexure A

1. Details of Wilson Asset Management Group

Name	ACN / ARSN
Wilson Asset Management (International) Pty Limited	(ACN 081 047 118)
MAM Pty Limited	(ACN 100 276 542)
WAM Capital Limited	(ACN 086 587 395)
WAM Research Limited	(ACN 100 504 541)
WAM Active Limited	(ACN 126 420 719)
Botanical Nominees Pty Limited as trustee of the Wilson Asset Management Equity Fund	(ACN 081 032 000)
WAM Leaders Limited	(ACN 611 053 751)
WAM Microcap Limited	(ACN 617 838 418)
WAM Global Limited	(ACN 624 572 925)
WAM Alternative Assets Limited	(ACN 168 941 704)
WAM Strategic Value Limited	(ACN 649 096 220)
Mr Geoffrey Wilson	n/a
Dynasty Peak Pty Ltd	(ACN 058 458 067)
GW Holdings Pty Ltd	(ACN 102 329 377)

Annexure B

2. Details of voting power

Class of securities (4)	Number of securities		Persons votes (5)		Voting power (6)
Fully Paid Ordinary	Direct interest:	1,248,080	Direct interest:	1,248,080	Direct interest:	1.69%
Deemed Interest:	3,691,293	Deemed Interest:	3,691,293	Deemed Interest:	5.00%1
Shares
	Total:	4,939,373	Total:	4,939,373	Total:	6.69%1

Note:

1. The deemed interest in WAA represents shareholding of Keybridge Capital Limited (KBC) (see Annexure C for details).

The Wilson Asset Management Group does not beneficially own, and exerts no control or influence over, the WAA shares in which members of the Wilson Asset Management Group are determined to hold indirect deemed relevant interests in.

Signed…………………………………………

Date: 24 / January / 2022

For personal use only

Annexure C

3. Details of relevant interest / 4. Details of present registered holders

		Registered	Person entitled	Class and
		holder of	to be registered	number of
Holder of relevant interest	Nature of relevant interest (7)	securities	as holder (8)	securities
Directly held Relevant interest
Dynasty Peak Pty Ltd	Registered and beneficial owner of	Dynasty Peak	Dynasty Peak	154,188
	WAA shares	Pty Ltd	Pty Ltd	Ordinary Shares
GW Holdings Pty Ltd	Registered and beneficial owner of	GW Holdings	GW Holdings	1,093,892
	WAA shares	Pty Ltd	Pty Ltd	Ordinary Shares
Mr Geoffrey Wilson	Relevant interest by virtue of	Entities Listed	Entities Listed	1,248,080
	section (see section 608(1)(b), (c),	Above	Above	Ordinary Shares
	608(2)(a) and 608(3)(a) of the
	Corporations Act

		Registered	Person entitled	Class and
		holder of	to be registered	number of
Holder of relevant interest	Nature of relevant interest (7)	securities	as holder (8)	securities
Deemed (indirect) Relevant Interests1
WAM Capital Limited,	Deemed to hold a relevant interest	Keybridge	Keybridge	3,691,293
WAM Active Limited,	in WAA securities held by	Capital Limited	Capital Limited	Ordinary Shares
Botanical Nominees Pty Limited	Keybridge Capital Limited by
as trustee of the Wilson Asset	reason of having a combined voting
Management Equity Fund	power greater than 20% in KBC
(together, WAM Holders)	(see section 608(1)(b), (c), 608(2)(a)
	and 608(3)(a) of the Corporations
	Act).
Note:

1. The deemed interest in WAA represents shareholding of Keybridge Capital Limited (KBC) (see Annexure C for details).

The Wilson Asset Management Group does not beneficially own, and exerts no control or influence over, the WAA shares in which members of the Wilson Asset Management Group are determined to hold indirect deemed relevant interests in. Members of the Wilson Asset Management Group have no direct interest in WAA.

Signed…………………………………………

Date: 24 / January / 2022