20200219 BEL Change of Substantial Shareholder Notice in KBC
Form 604
Corporations Act
671B
Notice of change in interests of substantial holder
To: Company Name/Scheme: KEYBRIDGE CAPITAL LIMITED (ASX : KBC)
ABN 16 088 267 190
1. Details of substantial holder(1)
Name | ACN / ABN | |
BENTLEY CAPITAL LIMITED | (ASX:BEL) | ABN 87 008 108 218 |
SCARBOROUGH EQUITIES PTY LTD | (SCB) | ABN 87 008 108 218 |
There was a change in the interests of the substantial holders on: The previous notice was given to the company on:
The previous notice was dated:
- February 20201
- October 2017
- October 20172
2. Previous and present 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 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 Shares | 31,700,000 | 20.002% | 31,700,000 | 17.696% | |
Based on KBC's total issued | 158,481,468 | 179,136,486 | |||
fully paid (and listed) | |||||
Refer KBC's ASX Announcements dated 20 | Refer KBC's ASX Announcement dated 17 | ||||
ordinary and voting shares | |||||
October 2017: ASIC Form 484 - Cancellation | February 2020: ASX Appendix 2A Application | ||||
of 117,807 Shares Bought-Backand dated 18 | for Quotation of Securities. | ||||
October 2017: ASX Appendix 3E Daily Share | KBC has an additional 9,000,000 unlisted | ||||
Buy-Back Notice - 117,807 Shares. | |||||
ordinary shares issued pursuant to the terms of | |||||
KBC had an additional 15,000,000 unlisted | KBC's Executive Share Plan | ||||
ordinary shares on issue held in escrow | |||||
pursuant to the terms of KBC's Executive Share | |||||
Plan, which shares carried no voting rights (as | |||||
advised by KBC). | |||||
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:
Person | Class and | ||||
whose | Considerati | number of | |||
relevant | on given in | securities | Person's | ||
interest | relation to | affected | votes | ||
Date of change | changed | Nature of change(6) | change(7) | Ordinary shares | affected |
20 October 2017 | BEL and | Increase in voting power as a consequence | N/A | 31,700,000 | 31,700,000 |
SCB | of the cancellation of 78,377 shares | ||||
bought-backon-market by KBC3 | |||||
-
Per KBC's ASX Announcements dated 17 February 2020: ASX Appendix 2A Application for Quotation of Securities, dated 12 February 2020: Proposed Issue
of Securities and dated 12 February 2020: Keybridge Agrees to Issue $1.52m in Ordinary Shares at 6.9c - Refer BEL's ASX Announcement dated 23 October 2017: Notice of Change in Interests of Substantial Holder in KBC
- Per KBC's ASX Announcement dated 23 October 2017: ASIC Form 484 - Cancellation of 78,377 Shares Bought-Back
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20200219 BEL Change of Substantial Shareholder Notice in KBC
24 October 2017 | Increase in voting power as a consequence | ||||
of the cancellation of 256,457 shares | |||||
bought-backon-market by KBC4 | |||||
3 November 2017 | Increase in voting power as a consequence | ||||
of the cancellation of 16,202 shares | |||||
bought-backon-market by KBC5 | |||||
6 November 2017 | Increase in voting power as a consequence | ||||
of the cancellation of 50,000 shares | |||||
bought-backon-market by KBC6 | |||||
31 October 2018 | Increase in voting power as a consequence | ||||
of the cancellation of 347,626 shares | |||||
bought-backon-market by KBC7 | |||||
1 November 2018 | Increase in voting power as a consequence | ||||
of the cancellation of 180,000 shares | |||||
bought-backon-market by KBC8 | |||||
7 March 2019 | Increase in voting power as a consequence | ||||
of the cancellation of 88,463 shares | |||||
bought-backon-market by KBC9 | |||||
21 June 2019 | Increase in voting power as a consequence | ||||
of the cancellation of 40,000 shares | |||||
bought-backon-market by KBC10 | |||||
24 June 2019 | Increase in voting power as a consequence | ||||
of the cancellation of 170,376 shares | |||||
bought-backon-market by KBC11 | |||||
28 June 2019 | Increase in voting power as a consequence | ||||
of the cancellation of 117,481 shares | |||||
bought-backon-market by KBC12 | |||||
17 February 2020 | Decrease in voting power as a | ||||
consequence of KBC issuing 22 million | |||||
shares under a placement1 | |||||
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Class and | |||||
Holder of | Registered | Person entitled | number of | ||
relevant | holder of | to be registered | securities | Person's | |
interest | securities | as holder(8) | Nature of relevant interest(6) | Ordinary shares | votes |
SCB | SCB | SCB | Registered and beneficial owner of shares | ||
BEL | SCB | SCB | Taken under section 608(3)(b) of the | ||
Corporations Act to have a relevant interest in | 15,850,000 | 15,850,000 | |||
securities in which SCB has a relevant | |||||
interest by reason of having control of SCB | |||||
(SCB is a wholly-owned subsidiary of BEL) | |||||
BEL | BEL | BEL | Registered and beneficial owner of shares | 15,850,000 | 15,850,000 |
- Per KBC's ASX Announcement dated 25 October 2017: ASIC Form 484 - Cancellation of 256,457 Shares Bought-Back
- Per KBC's ASX Announcement dated 6 November 2017: ASIC Form 484 - Cancellation of 16,202 Shares Bought-Back
- Per KBC's ASX Announcement dated 7 November 2017: ASIC Form 484 - Cancellation of 50,000 Shares Bought-Back
- Per KBC's ASX Announcement dated 1 November 2018: ASIC Form 484 - Cancellation of 347,626 Shares Bought-Back
- Per KBC's ASX Announcement dated 5 November 2018: ASIC Form 484 - Cancellation of 180,000 Shares Bought-Back
- Per KBC's ASX Announcement dated 11 March 2019: ASIC Form 484 - Cancellation of 88,463 Shares Bought-Back
- Per KBC's ASX Announcement dated 24 June 2019: ASIC Form 484 - Cancellation of 40,000 Shares Bought-Back
- Per KBC's ASX Announcement dated 25 June 2019: ASIC Form 484 - Cancellation of 170,376 Shares Bought-Back
- Per KBC's ASX Announcement dated 1 July 2019: ASIC Form 484 - Cancellation of 117,481 Shares Bought-Back
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20200219 BEL Change of Substantial Shareholder Notice in KBC
5. Changes in association
The persons who have become associates(2) of, ceased to be associates of, or have change 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 | N/A |
6. Addresses
The addresses of persons named in this form are as follows:
Name | Address |
BEL | Level 2, 23 Ventnor Avenue, West Perth, Western Australia 6005 |
SCB (a wholly-owned subsidiary of | Level 2, 23 Ventnor Avenue, West Perth, Western Australia 6005 |
BEL) | |
Signature
Company Secretary | |||
sign here | capacity | BEL and SCB | |
print name | Victor Ho | date | 19 February 2020 |
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.
- See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act.
- 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 circumstance 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.
- Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interes t 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.
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Bentley Capital Limited published this content on 19 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 February 2020 07:22:04 UTC