Yowie : Change in substantial holding from WAM, WAA

For personal use only

TO:	ASX
	Company Announcements Office
FROM:	Wilson Asset Management Group
DATE:	23 February 2022
NO OF PAGES:	7 (including this page)

The Wilson Asset Management Group does not beneficially own, and exerts no control or influence over,Yowie Group Limited (ASX: YOW) shares in which members of the Wilson Asset Management Group are determined to hold an indirect deemed relevant interest in, in accordance with Section 671B of the Corporations Act 2001. As detailed in the enclosed notice, members of the Wilson Asset Management Group are determined to hold an indirect deemed relevant interest in YOW shares held by Keybridge Capital Limited (KBC) and HHY Fund (HHY). The Corporations Act determine these indirect deemed relevant interests to exist primarily as a result of the members of the Wilson Asset Management Group holding (in aggregate) voting power in excess of 20% in each of KBC and HHY. Members of the Wilson Asset Management Group have no direct interest in YOW and they do not exert control or influence over KBC or HHY.

As a result of this indirect deemed relevant interest, and in accordance with Section 671B of the Corporations Act 2001, please find enclosed a Form 604 - Notice of change of interest of substantial holder in relation to Yowie Group Limited (ASX: YOW). The primary purpose of this notice is to disclose certain indirect deemed relevant interests that members of the Wilson Asset Management Group are indirectly deemed to hold in YOW pursuant to the Corporations Act.

The Wilson Asset Management Group's holding in both KBC and HHY, whilst in excess of 20% in each case, lacks the requisite ability to affect the direction or control of either entity, as evidenced by historical events, meetings and voting with respect of the two entities. Members of the Wilson Asset Management Group are not able to affect the direction or control of KBC or HHY and have no influence or control over KBC's or HHY's underlying investments, including YOW. The attached notice provides further details in this regard.

Level 26, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 | GPO Box 4658 Sydney NSW 2001 | Phone [phone] | Fax [phone] | [e-mail] | www.wilsonassetmanagement.com.au

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604 Page 1 of 2 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme	Yowie Group Ltd (ASX:YOW)
ACN/ARSN	ACN 084 370 669
1. Details of substantial holder (1)
Name	Wilson Asset Management Group (refer entities listed in Annexure A)
ACN/ARSN (if applicable)

use

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

21/02/2022

16/12/2021

16/12/2021

For personal

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)

See Annexure B

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	Person whose	Nature of change (6)	Consideration given in	Class and number	Person's votes
change	relevant interest		relation to change (7)	of securities	affected
	changed			affected

See

Annexure

C

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of	Registered holder	Person entitled to be	Nature of relevant	Class and number	Person's votes
relevant	of securities	registered as holder	interest (6)	of securities
interest		(8)

See

Annexure

D

For personal use only

604 Page 2 of 2 15 July 2001

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:

Name and ACN/ARSN (if applicable) Nature of association

N/A

6. Addresses

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

Name

Address

Refer to Annexure E

Signature

print name	Martyn McCathie	capacity	Head of Operations
sign here
	date	23/02/2022

DIRECTIONS

1. 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.
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 671B(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:
7. 1. any relevant agreement or other circumstances 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
   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. 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.
2. 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".
3. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

For personal use only

Annexure A

1. Details of Wilson Asset Management Group

Name	ACN / 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 Pty Limited as trustee of the Wilson Asset Management Equity Fund	(ACN 081 032 000)
WAM Leaders Limited	(ACN 611 053 751)
WAM Microcap Limited	(ACN 617 838 418)
WAM Global Limited	(ACN 624 572 925)
WAM Strategic Value Limited	(ACN 649 096 220)
WAM Alternative Assets Limited	(ACN 168 941 704)
Mr Geoffrey Wilson	n/a
EDWVIC Pty Limited	(ACN 142 759 126)

Annexure B

2. Previous and present voting power

Class of securities (4)	Previous notice			Present notice
			Voting power			Voting power
		Person's votes	(5)		Person's votes	(5)
Fully Paid Ordinary	Direct interest:	Nil	Nil	Direct interest:	Nil	Nil
Deemed Interest:	62,741,055	28.71%	Deemed Interest:	65,348,254	29.90%1
Shares
	Total:	62,741,055	28.71%	Total:	65,348,254	29.90%

Note:

1. The deemed interest in YOW represents the combined shareholding of Keybridge Capital Limited (KBC) and HHY Fund (HHY) (see Annexure D for details).

The Wilson Asset Management Group does not beneficially own the YOW shares in which its members are deemed to hold a relevant interests in. Members of the Wilson Asset Management Group have no direct interest in YOW and they do not exert control of influence over KBC or HHY.

Signed …………………………………………

Date: 23 / February / 2022

Annexure C

3. Changes in relevant interest

	Date of change	Person whose relevant		Nature of change (6)	Consideration	Class and
		interest changed					given in relation	number of
only							to change (7)	securities
								affected
Changes to relevant interest directly held/controlled
	Nil	Nil		Nil			Nil		Nil
	Date of change	Person whose	Nature of change	Consideration	Class and number of
		relevant interest	(6)		given in relation	securities affected
		changed			to change (7)
	Changes to indirect deemed relevant interest
	19 Jan 22	Keybridge Capital	On market	$3,066.55	61,331
use	18 Jan 22	Limited (KBC)	acquisition	$1,131.75	22,635
17 Jan 22				$5,508.70	110,174
13 Jan 22				$13,250.00	250,000
	12 Jan 22				$7,060.40	135,777
	11 Jan 22				$20,924.38	410,282
	10 Jan 22				$11,466.95	229,339
	7 Jan 22				$308.65		6,173
	1 Jan 22				$4,974.15	99,483
	24 Dec 21				$8,250.25	165,005
	15 Dec 21	Credit Suisse Equities	Relevant interest	$850.00		17,000
For personal	24 Dec 21	Australia Ltd	acquired pursuant	$57,200.00	1,100,000
		to section 608(1)(c)

Signed …………………………………………

Date: 23 / February / 2022

Person's votes affected

Nil

Person's votes affected

61,331

22,635

110,174

250,000

135,777

410,282

229,339

6,173

99,483

165,005

17,000

1,100,000