For personal use only
TO: | ASX |
Company Announcements Office | |
FROM: | Wilson Asset Management Group |
DATE: | 17 February 2022 |
NO OF PAGES: | 7 (including this page) |
In accordance with Section 671B of the Corporations Act 2001, please find following Form 604 - 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, the Wilson Asset Management Group are deemed to hold an indirect deemed relevant interest in WAA shares held by each of Keybridge Capital Limited (KBC) and HHY Fund (HHY). The Corporations Act deems these indirect deemed relevant interests to exist primarily as a result of the Wilson Asset Management Group holding (in aggregate) voting power in excess of 20% in each of KBC and HHY.
The Wilson Asset Management Group does not beneficially own the WAA shares in which its members are deemed to hold a relevant interests in.
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 02 9247 6755 | Fax 02 9247 6855 | info@wilsonassetmanagement.com.au | www.wilsonassetmanagement.com.au
604 Page 1 of 2 15 July 2001
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
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 entities listed in Annexure A) | |
ACN/ARSN (if applicable) | ||
use
There was a change in the interests of the substantial holder on
The previous notice was given to the company on
The previous notice was dated
2. Previous and present voting power
02/02/2022
24/01/2022
24/01/2022
For personal
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) |
See Annexure B
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 | Person whose | Nature of change (6) | Consideration given in | Class and number | Person's votes | |
change | relevant interest | relation to change (7) | of securities | affected | ||
changed | affected | |||||
See | ||||||
Annexure | ||||||
C | ||||||
4. Present relevant interests |
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of | Registered holder | Person entitled to be | Nature of relevant | Class and number | Person's votes | ||
relevant | of securities | registered as holder | interest (6) | of securities | |||
interest | (8) | ||||||
See | |||||||
Annexure | |||||||
D | |||||||
604 Page 2 of 2 15 July 2001
For personal use only
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed 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
6. Addresses
The addresses of persons named in this form are as follows:
Name | Address |
Refer to Annexure E
Signature
print name | Martyn McCathie | capacity | Head of Operations |
sign here | date | 17/02/2022 | |
DIRECTIONS
- 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.
- See the definition of "associate" in section 9 of the Corporations Act 2001.
- See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
- The voting shares of a company constitute one class unless divided into separate classes.
- The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
- Include details of:
- any relevant agreement or other circumstances 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
- 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.
- 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.
- 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".
- Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
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. Previous and present voting power
Class of securities (4) | Previous notice | Present notice | ||||
Voting power | Voting power | |||||
Person's votes | (5) | Person's votes | (5) | |||
Direct interest: | 1,248,080 | 1.692% | Direct interest: | 1,248,080 | 1.691% | |
Fully Paid Ordinary | Deemed Interest: | 3,691,293 | 5.003% | Deemed Interest: | 4,460,8491 | 6.045%1 |
Shares | ||||||
4,939,373 | 6.695% | 5,708,929 | 7.736% | |||
Total: | Total: | |||||
Note:
1. The deemed interest in WAA represents the shareholding of Keybridge Capital Limited (KBC) (see Annexure D for details).
The Wilson Asset Management Group does not beneficially own the WAA shares in which its members are deemed to hold a relevant interests in.
Signed …………………………………………
Date: 17 / February / 2022
For personal use only
Annexure C
3. Changes in relevant interest
Date of change | Person whose | Nature of change (6) | Consideration | Class and | Person's votes | ||
relevant interest | given in relation | number of | affected | ||||
changed | to change (7) | securities | |||||
affected | |||||||
Changes to relevant interest directly held/controlled | |||||||
Nil | Nil | Nil | Nil | Nil | Nil | ||
Date of change | Person whose | Nature of change | Consideration | Class and number of | Person's votes | ||
relevant interest | (6) | given in relation | securities affected | affected | |||
changed | to change (7) | ||||||
Changes to indirect deemed relevant interest1,2 | |||||||
21-Jan-22 | Keybridge Capital | On market | $53,803.82 | 47,614 | 47,614 | ||
Limited | acquisition | ||||||
24-Jan-22 | $324,955.12 | 290,648 | 290,648 | ||||
25-Jan-22 | $169,726.18 | 155,329 | 155,329 | ||||
27-Jan-22 | $51,104.25 | 47,891 | 47,891 | ||||
28-Jan-22 | $199,585.25 | 181,587 | 181,587 | ||||
31-Jan-22 | $51,409.07 | 46,487 | 46,487 | ||||
Note:
1. The deemed interest in WAA represents the shareholding of Keybridge Capital Limited (KBC) (see Annexure D for details).
The Wilson Asset Management Group does not beneficially own the WAA shares in which members of the Wilson Asset Management Group are determined to hold indirect deemed relevant interests in.
2. See the Form 604 (Notice of change in interests of substantial holder) issued by KBC on 2 February 2022.
Signed …………………………………………
Date: 17 / February / 2022
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WAM Active Limited published this content on 17 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 February 2022 06:13:06 UTC.