Raiz Invest : Becoming a substantial holder from SVW

For personal use only

22 March 2022

Mr Andrew Palfreyman

Company Secretary

Raiz Invest Limited

Level 11, 2 Bulletin Place

Sydney NSW 2000

Total Pages: 8 (including covering letter)

Dear Mr Palfreyman

Notice of Initial Interests of Substantial Holder for Raiz Invest Limited ("the Company")

Please find attached a copy of the above Notice (Form 603) that we have lodged with the ASX Company Announcements Platform today.

The Notice is in relation to a notifiable substantial interest of Seven Group Holdings Limited (SGH) and its subsidiaries (together SGH Group) identified on 21 March 2022, as a result of the relevant interest of Seven West Media Limited in the Company.

SGH and its subsidiaries do not have any direct shareholding in the Company and are only required to give this notice due to their interest in Seven West Media Limited.

Yours faithfully

Warren Coatsworth

Company Secretary

Cc Company Announcement Office

ASX Limited

Level 6, 20 Bridge Street

SYDNEY NSW 2000

Seven Group Holdings Limited | ABN 46 142 003 469

Level 30, 175 Liverpool Street, Sydney NSW 2000 Australia | Postal Address: PO Box 745, Darlinghurst NSW 1300 Australia|

Telephone [phone] | Facsimile [phone]

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

ToCompany Name/Scheme onlyACN/ARSN

1. Details of substantial holder (1) Name

ACN/ARSN (if applicable)

Raiz Invest Limited (Company)

615 510 177

Seven Group Holdings Limited ACN 142 003 469 (SGH) and other subsidiaries of SGH as set out in Annexure A (collectively referred to as the SGH Group).

As above

The holder became a substantial holder on	06/12/2021 (holder became aware on 21/03/2022)
use
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)
			6.618%
Ordinary shares	6,184,292	6,184,292	(based on total 93,445,466
			ordinary shares)

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:

personal	Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
		Network Investment's relevant interest arises under
		section 608(3)(a) of the Act as Network Investment has a
		relevant interest in 618,711,654 ordinary shares in SWM,
		conferring voting power in excess of 20% in SWM.
	Network Investment Holdings Pty	SWM has disclosed a relevant interest in 6,184,292	6,184,292 ordinary shares
	Ltd (Network Investment)	ordinary shares in the Company by Notice of Initial
		Substantial Holder dated 7 December 2021.
		As Network Investments is not entitled to be registered
		as the holder of the shares, its ability to vote and dispose
		of these shares is qualified accordingly.
		SGH and each SGH Group entity (other than Network
		Investment) is an associate of and/or controls Network
	SGH and each member of the	Investment, and accordingly has a relevant interest in the
	same shares in the Company as SWM under paragraphs
	SGH Group (other than Network	608(3)(a) or 608(3)(b) of the Act.	6,184,292 ordinary shares
	Investment)	As none of these entities are entitled to be registered as
		the holder of the shares, each entity's ability to vote and
		dispose of these shares is qualified accordingly.
4. Details of present registered holders
ForThe persons registered as holders of the securities referred to in paragraph 3 above are as follows:
	Holder of relevant	Registered holder	Person entitled to be		Class and number
	interest	of securities	registered as holder (8)		of securities
		Seven West Media
		Investments Pty
	SGH, Network Investment and	Limited ACN 149 356
	007 (SWM	SWM Investments		6,184,292 ordinary shares
	each member of the SGH Group	Investments), a
		wholly owned
		subsidiary of SWM.

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:

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.

Level 30, 175 Liverpool Street, Sydney, NSW 2015

Network Investments is an associate of SGH under section 12(2)(a) of the Act because it is a wholly owned subsidiary of SGH and is an associate of each member of the SGH Group under section 12(2)(a) of the Act because all of these entities are controlled by SGH.

	Holder of relevant		Date of	Consideration (9)
	interest		acquisition
				Cash		Non-cash
	SGH, Network Investment	and		$2,000,000.16
	6 December 2021	($1.617 per
	each member of the SGH Group		share)
only						$8,000,000 in
					advertising across the
					SWM Group's broadcast
	SGH, Network Investment	and	6 December 2021			television, publishing
			and digital media assets
	each member of the SGH Group				($1.617 per share) (see
						SWM Notice of Initial
						Substantial Holder dated
						7 December 2021)

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

use		Name and ACN/ARSN (if applicable)		Nature of association
	SGH Group (see Annexure A)
7.	Addresses
	The addresses of persons named in this form are as follows:
				Name		Address
				Seven Group Holdings Limited
				SGH Group entities		As set out in Annexure A
	Signature
				print name Warren Coatsworth
				sign here
							DIRECTIONS
(1)
personal
(2)		See the definition of "associate" in section 9 of the Corporations Act 2001.
For	See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(3)
(4)		The voting shares of a company constitute one class unless divided into separate classes.

Class and number of securities

1,236,858 ordinary shares

4,947,434 ordinary shares

capacity

Company Secretary

date 22/03/2022

1. 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.
2. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
3. Include details of:
4. 1. 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
   2. 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.

1. 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.'"
2. Details of the consideration must include any and all benefits, moneys 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

This is Annexure 'A' of 4 pages referred to in the Form 603 (Notice of initial substantial holder), signed by me and dated 22 March 2022.

only
Warren Coatsworth
Company Secretary
SGH Group entities
	Entity	ACN
use	C7 Pty. Limited	082 901 442
Direct Target Access Pty. Limited	072 507 227
Industrial Investment Holdings Pty Limited	166 596 710
Kimlin Holdings Pty. Limited	112 288 445
Manooka Holdings Pty. Limited	092 680 245
Miltonstar Pty. Limited	074 811 144
Network Investment Holdings Pty. Limited	078 448 512
Point Pty. Limited	009 643 501
Realtime Reporters Pty. Limited	009 371 055
personal	Seven Custodians Pty. Limited	089 327 551
Seven Entertainment Pty. Limited	085 598 429
Seven Media Group Pty. Limited	116 850 607
	Seven (National) Pty. Limited	153 299 159
	Seven Network (United States) Inc	N/A
	Seven Network Limited	052 816 789
	Seven Network Nominees Pty. Limited	060 667 861
	Seven Network Investments Pty. Limited	078 267 759
	Seven Network International Limited	065 640 075
	SGH Productions Pty. Limited	091 398 471
	Seven Resources Pty. Limited	093 422 032
	Seven (WAN) Pty. Limited	122 263 129
	SGH Communications Pty. Limited	063 582 990
	SGH Energy (No 1) Pty Limited	168 933 355
	SGH Energy (No 2) Pty Limited	168 935 644
	SMG Executives Pty. Limited	128 792 003
	SMG FINCO Pty. Limited	122 728 321
	SNZ Pty. Limited	124 503 028
	Specialised Investments Pty Limited	163 941 884
	Tallglen Pty. Limited	058 439 786
For	WesTrac Holdings Pty. Limited	009 336 109
SGH Energy Pty Limited	058 818 278
SGH Energy Aust. Pty Limited	090 835 608
	SGH Energy NTP66 Pty Limited	123 243 470
	SGH Energy VICP56 Pty Limited	125 036 142
	SGH Energy WA377P Pty Limited	123 243 274
	SGH Energy WA Pty Limited	113 911 274
	SGH Energy VICP54 Pty Limited	108 405 009
	All companies listed above have a registered office located at Level 30, 175 Liverpool Street, Sydney, NSW,
	2000 except Seven Network (United States) Inc: 1013 Centre Road, City of Wilmington, Delaware, USA
	Entity	ACN
	Allight Holdings Pty. Ltd	070 926 555
	AllightPrimax FZCO	N/A
	AllightSykes Pty. Ltd	053 434 807
	Allight Sykes SA (Proprietary) Limited	N/A
	FGW Pacific Pty. Ltd	085 531 353
	Hebburn Pty Limited	652 977 690
	National Hire Facilitation Pty. Limited	128 890 442