C L F F O R D CLIFFORD CHANCE
LEVEL 16, NO. 1 O'CONNELL STREET
C H A N C E
SYDNEY NSW 2000 AUSTRALIA
TEL +612 8922 8000
FAX +612 8922 BOBB
www.cliffordchance.com
By Facsimile Direct Dial : +61 28922 8090
E-mail : kane.bamett@cliffordchance. com
AJ Lucas Group Limited Level 6
No. 1 Elizabeth Plaza North Sydney NSW 2060
4 November 2016
Dear Marcin Swierkowski and Austen Perrin
Notice of initial substantial holder: AJ Lucas qroup Limited (ACN 060 309 104) (ASX:
AJL)
Attached is ASIC Form 603: Notice of initial substantial holder issued by OCP Asia (Singapore) Pte. Limited and all its related bodies corporate and associates as investment manager of OL Master (Singapore Fund 1) Pte. Limited and Orchard Landmark II (Singapore Fund 1) Pte. Limited in relation to the shares in AJ Lucas Group Limited (ACN 060 309 104).
Please contact us should you have any questions in relation to the Form 603. Yours faithfully
A{r-
Kane Barnett Counsel
Enclosure
LIABILITY LIMITED BY A SCHEME APPROVED UNDER PROFESSIONAL STANDARDS LEGISLATION .
Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holderTo Company Name/Scheme AJ Lucas Group Limited
603 page 1/2 15 July 2001
ACN/ARSN 060 309 104
Details of substantial holder (1)
Name OCP Asia (Singapore) Pte. Limited and all its related bodies corporate and associates as investment manager of OL Master (Singapore Fund 1) Pte. Limited and Orchard Landmark II (SinQapore Fund 1) Pte. Limited (together the OCP Group)
ACN/ARSN (if applicable) N/A
The holder became a substantial holder on 2/11/2016.
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 substantialholder became a substantial holder are as follows:
Class of securities (4)
Number of securities
I
Person's votes (5)
Voting power (6)
Funy paid ordinary shares
21,290,536
I
21,290,536
5.45%
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
OCP Group
Relevant interest under section 608(1) and (3) of the Corporations Act 2001 being 1,290,536 fully paid ordinary
purchased on-market and fully paid ordinary
shares purchased pursuant to the Subscription Agreement
21 June 2016 attached in
A.
21,290,536 fully paid ordinary
shares
securities
20,000,000
Share
dated
Annexure
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 interests
Registered holder of securities
Person entitled to be registered as holder (8)
Class and number of securities
OCP Group
HSBC Custody Nominees (Australia) Limited - NC 3
OL Master (Singapore Fund
1) Pte. Limited
15,610,536 fully paid ordinary shares
OCP Group
HSBC Custody Nominees (Australia) Limited - NC 3
Orchard Landmark II (Singapore Fund 1) Pte. Limited
5,680,000 fully paid ordinary shares
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 interest
Date of acquisition
Consideration (9)
Class and number of securities
Cash
Non-cash
Fully paid ordinary shares
OCP Group
7/7/2016
A$27. 840.6688
146,222.00
OCP Group
8/7/2016
A$21 ,513.13
113,227.00
OCP Group
12/7/2016
A$20 ,085.00
103.000.00
OCP Group
2/8/2016
A$64 ,534.554
312 ,516.00
OCP Group
5/8/2016
A$12,614 .20
63,071.00
OCP Group
2/11/2016
US$1,390,000 .00
9,000,000
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 |
OL Master (Singapore Fund 1) Pte. Limited | Controlled by OCP Asia (Singapore) Pte. Limited as investment manager pursuant to section 12 of the Corporations Act |
Orchard Landmark II (Singapore Fund 1) Pte. Limited | Controlled by OCP Asia (Singapore) Pte. Limited as investment manager pursuant to section 12 of the Corporations Act |
OCP Asia (Singapore) Pte. Limited | As controlling investment manager of both OL Master (Singapore Fund 1) P1e. Limited and Orchard Landmark II (Singapore Fund 1) P1e. Limited pursuant to section 12 of the Corporations Act |
Addresses
The addresses of persons named in this form are as follows:
Name
Address
OL Master (Singapore Fund 1) Pte. Limited
350 Orchard Road, #12-01/03 Shaw House, Singapore 238868
Orchard Landmark II (Singapore Fund 1lPte. Limited
350 Orchard Road, #12-01/03 Shaw House, Singapore 238868
OCP Asia (Singapore) Pte. Limited
350 Orchard Road, #12-01/03 Shaw House, Singapore 238868
Signature
print name
capacity
Authorised Signatory
sign here
date
3/11/2016
IRECT. IONS
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 fonm. If the relevant inleress 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 7 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 6718(7) of the Corporations Act 2001.
The voting shares of a company constitute one class unless divided into separate classes.
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.
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 by which the relevant interest was acquired. If 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 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 inHuence 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.
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" .
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 entiUed 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.
-
Annexure A
This is the Annexure of 21 pages (including this page) marked Annexure A referred to in Form 603 - Notice of initial substantial holder.
The enclosed document is a true copy of the Share Subscription Agreement dated 21 June 2016 between AJ Lucas Group Limited, OL Master (Singapore Fund 1) Pte. Limited (formerly OL Master (Singapore) Pte. Limited) and Orchard Landmark II (Singapore Fund l ) Pte. Limited.
Name: c_.o'/.,f "-l $ I-I{ 1 T11 Authorised Signatory Date: "], . l( , I {:,
AJ Lucas Group Limited published this content on 04 November 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 07 November 2016 06:54:12 UTC.
Original documenthttp://www.lucas.com.au/files/ASX-Announcements/ASX-2016-17/2016-11-04/Letter and Form 603 Notice of initial substantial holder - AJ Lucas Grou.pdf
Public permalinkhttp://www.publicnow.com/view/B88EADC0BCEFAC8207EE65D751660E94D9314A75