SMS Management & Technology : Becoming a substantial holder - Wilson Asset Management

603 pacie 1/2

15 Julv 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme SMS Manaaement and Technolonv Ltd (ASX: SMX) ACN/ARSN 009 558 865

1. Details of substantial holder (1)

   Name

   ACN/ARSN (if applicable)

   Wilson Asset ManaQement Grouo (refer entities listed in Annexure A)

   The holder became a substantial holder on 13 / 07 / 2017

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

3. 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	Persons' votes (5)	Voting power (6)
   Ordinary Shares	6,236,792	6,236,792	9.10%

4. 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
   Refer to Annexure B

5. 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 interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
   Refer to Annexure B

6. 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
   Refer to Annexure C

7. 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

   n/a

8. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Refer to Annexure A

Signature

print name Chris Stott /1

caoacitv CIO

sign here

/Jf-

date 17 I July / 2017

DIRECTIONS

{I) 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.

1. See the definition of "associate" in section 9 of the Corporations Act 2001.

2. See the definition of "relevant interest" in sections 608 and 671 B(7) of the Corporations Act 2001.

3. The voting shares of a company constitute one class unless divided into separate classes.

4. 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.

5. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

6. Include details of:

7. any relevant agreement or other circumstances by which the relevant interest was acquired. lf subsection 671 B(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

8. 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.

9. 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".

10. 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.

Annexure A Wilson Asset Management Group 1. Details of Wilson Asset Management Group

Name	ACN I 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 Ptv Limited as trustee of the Wilson Asset Manaaement Equitv Fund	(ACN 081 032 000)
WAM Leaders Limited	ACN 611053 751)
WAM Microcap Limited	(ACN 617 838 418)
Century Australia Investments Limited	(ACN 107 772 761)

6. Addresses

Name					Address
Wilson Asset Manaaement (International) Ptv Limited					Level 11, 139 Macquarie Street, Svdnev NSW 2000
MAM Pty Limited					Level 11, 139 Macquarie Street, Sydney NSW 2000
WAM Capital Limited					Level 11, 139 Macquarie Street, Svdnev NSW 2000
WAM Research Limited					Level 11, 139 Macquarie Street, Sydney NSW 2000
WAM Active Limited					Level 11, 139 Macquarie Street, Sydnev NSW 2000
Botanical Nominees Ptv Limited					Level 11, 139 Macquarie Street, Svdnev NSW 2000
WAM Leaders Limited					Level 11, 139 Macquarie Street, Sydney NSW 2000
WAM Micracap Limited					Level 11, 139 Macquarie Street. Svdnev NSW 2000
Centurv Australia Investments Limited					Level 12, 680 Georae Street, Svdnev NSW 2000
RBC Investor Services					Level 47, 2 Park Street, Svdnev NSW 2000
BNP Paribas Securities Services,					Level 4, 60 Castlereagh Street, Sydney NSW 2000
Signed:	-
		I' If''/	j 'i-

/'

Date: 17/07/2017

ANNEUXURE_!l_

Holder Of Relevant	Registered Holder of Securities	Person entitled to be the registered as holder (8)	Nature of relevent interest (6)	Class and Number of Securities
WAM Capital Limited	RBC Investor Services	WAM Capital Limited	Management of portfolio of investments of WAM Capital Limited	4,225,049 ordinary shares
WAM Research Limited	RSC Investor Services	WAM Research Limited	Management of portfolio of investments of WAM Research Limited	833,329 ordinary shares 146,456 ordinary shares
WAM Active Limited	RBC Investor Services	WAM Active Limited	Management of portfolio of investments of WAM Active Limited
Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund WAM Microcap Limited	RBC Investor Services	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	Management of portfolio of investments of Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	192,391 ordinary shares 839,567 ordinary shares
	RBC Investor Services	WAM Microcap Limited	Management of portfolio of investments of WAM Microcap Limited

Signed: l,

-'] /1 I

i I 'j

Date: 17/07/2017