ADSLOT LIMITED 
By ToCompany Name Adslot Ltd
ACN 001 287 510 1. Details of substantial holder (1)
Name Andrew Barlow
ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on 23/12/2013
The previous notice was given to the company on 19/02/2010
The previous notice was dated 18/02/2010
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 | ||
Class of securities (4) | Person's votes | Voting power (5) | Person's votes | Voting power (5) |
Fully paid ordinary shares | 57,140,133 | 11.63% | 62,803,769 | 6.40% |
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:
29/10/2010 | Andrew Barlow & Venturian Pty Ltd | Dilution from the issue of 94,412,286 shares under the Share Placement | Nil | 57,140,133 shares | 57,140,133 |
6/12/2010 | Andrew Barlow & Venturian Pty Ltd | Dilution from the issue of 25,672,727 shares issued on the acquisition of QDC IP Technologies Pty Ltd | Nil | 57,140,133 shares | 57,140,133 |
28/02/2011 | Andrew Barlow & Venturian Pty Ltd | Dilution from the issue of 100,000 shares as a result of the exercise of options | Nil | 57,140,133 shares | 57,140,133 |
22/3/2011 | Andrew Barlow & Venturian Pty Ltd | Dilution from the issue of 1,300,000 shares as a result of the exercise of options | Nil | 57,140,133 shares | 57,140,133 |
12/04/2011 | Andrew Barlow & Venturian Pty Ltd | Dilution from the issue of 420,000 shares as a result of the exercise of options | Nil | 57,140,133 shares | 57,140,133 |
6/02/2012 | Andrew Barlow & Venturian Pty Ltd | Dilution from the issue of 1,480,000 shares as a result of the exercise of options | Nil | 57,140,133 shares | 57,140,133 |
6/06/2012 | Andrew Barlow & Venturian Pty Ltd | Dilution from the issue of 8,557,576 shares to the vendors of QDC IP Technologies Pty Ltd | Nil | 57,140,133 shares | 57,140,133 |
14/09/2012 | Andrew Barlow & Venturian Pty Ltd | Dilution from issue of 6,229,054 shares to the Trustee of the Adslot Employee Share Trust | Nil | 57,140,133 shares | 57,140,133 |
10/10/2012 | Andrew Barlow & Venturian Pty Ltd | Dilution from issue of 3,000,000 shares to the Trustee of the Adslot Employee Share Trust | Nil | 57,140,133 shares | 57,140,133 |
27/11/2012 | Andrew Barlow & Venturian Pty Ltd | Dilution from the issue of 1,212,121 shares to vendors of QDC IP Technologies Pty Ltd | Nil | 57,140,133 shares | 57,140,133 |
27/11/2012 | Venturian Pty Ltd | Issue of 3,563,636 Shares approved by shareholders on 27 November 2012. | Shares issued in consideration for shares in QDC IP Technologies Pty Ltd. | 3,563,636 | 3,563,636 |
20/12/2012 | Venturian Pty Ltd | On Market Purchase | $40,000.00 | 1,000,000 | 1,000,000 |
27/02/2013 | Venturian Pty Ltd | On Market Purchase | $27,500.00 | 1,100,000 | 1,100,000 |
24/09/2013 | Andrew Barlow & Venturian Pty Ltd | Dilution from issue of 3,828,691 shares to the Trustee of the Adslot Employee Share Trust | Nil | 62,803,769 shares | 62,803,769 |
23/12/2013 | Andrew Barlow & Venturian Pty Ltd | Dilution from issue of 273,730,778 shares as consideration for the Facilitate Digital Holdings Limited Scheme of Arrangement | Nil | 62,803,769 shares | 62,803,769 |
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant interest | Registered holder of securities | Person entitled to be registered as holder (8) | Nature of relevant interest (6) | Class and number of securities | Person's votes |
Andrew Barlow | Venturian Pty Ltd | Venturian Pty Ltd | Interest in shares as Andrew Barlow controls Venturian Pty Ltd | 61,055,667 | 61,055,667 |
Andrew Barlow | Andrew Barlow | Andrew Barlow | Registered holder of shares | 1,748,102 | 1,748,102 |
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 | |
The addresses of persons named in this form are as follows:
Name | Address |
Venturian Pty Ltd | Level 2, 4-8 Osborne Street, South Yarra VIC 3141 |
Andrew Barlow | 30 Edro Avenue, Brighton East VIC 3187 |
print name Andrew Barlow capacity Director
sign here date 23/12/2013 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:
(a) 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
(b) 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 definitian of "relevant agreement" in section 9 ofthe Corporations Act 2001.
(7) Details ofthe consideratian must include any andali 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 an the happening or not of a contingency. Details must be included an any benefit p aid an behalf of the substantial halder or its associate in relation to the acquisitions, even if they
are not p aid directly to the person from whom the relevant interest was acquired.
(8) lf the substantial halder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'". (9) Give details, if appropriate, ofthe present association and any change in that associatian since the last substantial holding notice.
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