19 September 2013
Change in Director Interest and Substantial Shareholder NoticesPlease find attached a change in director interest notice and notices of changes in substantial shareholdings in relation to the sale of a parcel of shares by Daleglen Holdings Pty Ltd (Daleglen), a company associated with Mr Ian Culbert, Managing Director of Xceed Resources Limited (Xceed or Company).
Mr Culbert has advised the Company that he has sold these shares by way of an off- market sale. Daleglen remains the largest shareholder in the Company.
Daleglen has sold the shares to Maberley Holdings Pty Ltd (Maberley), one of the parties listed in the joint announcement by Xceed and Keaton Energy Holdings Limited (Keaton) on 26 August 2013 as having executed a voting intention statement undertaking to vote in favour of the Scheme at the Scheme Meeting.
Maberley has provided a modified voting intention statement to the Company which now includes the shares acquired from Daleglen, and serves as an undertaking to vote in favour of the Scheme at the Scheme Meeting, in the absence of a competing superior proposal, and on condition that RSM Bird Cameron, the Independent Expert appointed by the Company to advise shareholders, concludes that the Keaton offer is in the best interests of shareholders.
Accordingly, the level of pre-bid acceptances in relation to the Keaton offer remains unchanged at 57%.
For further information regarding the Company, please contact the Company on +61 8
9226 0329 or refer to www.xceedresources.com.au
Fiona Muir
Company Secretary
Appendix 3Y
Change of Director's Interest Notice
Appendix 3Y Change of Director's Interest NoticeRule 3.19A.2
Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX's property and may be made public.
Introduced 30/09/01 Amended 01/01/11
Name of entity Xceed Resources Limited
ABN 79 009 181 006
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
Name of Director | Ian Culbert |
Date of last notice | 13 June 2013 |
Part 1 - Change of director's relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.
Direct or indirect interest | Indirect |
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. | Daleglen Holdings Pty Ltd |
Date of change | 18 September 2013 |
No. of securities held prior to change | 37,500,000 ordinary shares |
Class | Ordinary |
Number acquired | Nil |
Number disposed | 10,000,000 ordinary shares |
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation | $1,400,000 |
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y
Change of Director's Interest Notice
No. of securities held after change | Daleglen Holdings Pty Ltd 27,500,000 ordinary shares |
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | Off market sale |
Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.
Detail of contract | N/A |
Nature of interest | N/A |
Name of registered holder (if issued securities) | N/A |
Date of change | N/A |
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed | N/A |
Interest acquired | N/A |
Interest disposed | N/A |
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation | N/A |
Interest after change | N/A |
+ See chapter 19 for defined terms.
Appendix 3Y Page 2 01/01/2011
Part 3 - +Closed periodAppendix 3Y
Change of Director's Interest Notice
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | No |
If so, was prior written clearance provided to allow the trade to proceed during this period? | N/A |
If prior written clearance was provided, on what date was this provided? | N/A |
+ See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3
Form 604
604 Page 1 of 2 15July 2001
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
ToCompany Name/Scheme Xceed Resources Ltd
ACN/ARSN 009 181 006
1. Details of substantial holder (1)
Name Daleglen Holdings Pty Ltd
ACN/ARSN(if applicable) ACN 066 807 403
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
18/09/2013
13/06/2013
13/06/2013
2. Previous and present voting power
The total number of votes attached to ali 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 | 37,500,000 | 26.69% | 27,500,000 | 19.57% |
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 chanQed | Nature of change (6) | Consideration given in relation to change | Class and number of securities | Person's votes affected |
Date of change | Person whose relevant interest chanQed | Nature of change (6) | (7) affected | Person's votes affected | |
18/09/2013 | Daleglen Holdings Pty Ltd | Off market sale of 10,000,000 ordinary shares | $1,400,000 | 10,000,000 Ordinary | 10,000,000 Ordinary |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Ho!der of relevant interest | Registered ho!der of securitles | Person entitled to be registered as holder (Bl | Nature of relevant interest(6) | Class and number of securities | Person's votes |
Daleglen Holdings Pty Ltd | Daleglen Holdings Pty Ltd | 27,500,000 ordinary shares | 19.57% |
5. Changes in association
604 Page 2 of 2 15 July 2001
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 fol!ows:
Name and ACN/ARSN (if applicable) Nature of association
.
6. Addresses
The addresses of persons named in thiS form are as follows:
Name | Address | |
Daleglen Holding·s Pty Ltd | 54 Chandler Avenue west, Floreat, WA 6014 | |
Signature
print name capa city Director
sign here date 18/09/2013
( .
DIRECTIONS
(1) lf 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. lf 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 2001.
(3) See the definitian of "relevant interest" in sections 608 and 671 8(7) of the Corporations Act 2001. (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:
(a} any relevant agreement or other circumstances because of which the change in relevant interest occurred. lf subsection 6718(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, contrai 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.
(7) Details ofthe consideration must include any andali 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 an the happening or not of a contingency. Details must be included of any benefit paid an 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.
(8) lf the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown". (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Form 604
604 Page 1 of 2 15July 2001
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holderToCompany Name/Scheme Xceed Resources Ltd
ACN/ARSN 009 181 006
1. Details of substantial holder (1)
Name Maberley Holdings Pty Ltd
ACN/ARSN (if applicable) ACN 069 710 792
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
18/09/2013
13/06/2013
13/06/2013
The total number of votes attached to ali 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 | 15,000,000 | 10.68% | 25,000,000 | 17.79% |
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 ofthe 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 |
18/09/2013 | Maberley Holdings Pty Ltd | Purchase of 10,000,000 ordinary shares | $1,400,000 | 10,000,000 Ordinary | 10,000,000 Ordinary |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant interest | Registered holder of securities | Person entitled to be registered as holder (8) | Nature of relevant interest(6) | Class and number of securities | Person's votes |
Maberley Holdings Pty Ltd | Maberley Holdings Pty Ltd | 25,000,000 ordinary shares | 17.79% |
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
6. Addresses
The addresses of persons named in this fonm are as follows:
604 Page 2 of 2 15 July 2001
Name | Address |
Maberley Holdings Pty Ltd | 17/127 Herdsman Parade, Wembley, WA 6014 |
Signature
print name
Wil1i$capacity Director
sign here d e 18 / 09 / 2013
DIRECTIONS
(1) lf 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 fonm. lf the relevant interests of a group of persons are essentially similar, they may be referred to throughout the fonm 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 fonm.
(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 6718(7) of the Corporations Act 2001.
(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:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. lf subsection 6718(4) applies, a copy of any document setting out the tenms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this fonm, 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 qualificatìon applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001 .
(7) Details of the consideration must include any and ali 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 ofthe substantial holder or its associate in relation to the acquisitions, even ifthey are not paid directly to the person from whom the relevant interest was acquired.
(8) lfthe substantial holder is unable to detenmine the identity ofthe person (eg. if the relevant interest arises because of an option) write "unknown". (9) Give details, if appropriate, ofthe present association and any change in that association since the last substantial holding notice.
distributed by |