Villa World : 18 Jan 2017 - Change in Substantial Holding from Quest Asset Partners Pty Ltd

Corporations Act 2001 Section 671B

604 page 1/2 15 July 2001

To Company Name/ Scheme VILLA WORLD LIMITED ACN/ ARSN

1. Details of substantial holder (1)

   Name Quest Asset Partners Pty Ltd

   ACN/ ARSN (if applicable) 109 448 802

   There was a change in the interests of the substantial holder on		16/01/2017
   The previous notice was given to the company on		3/09/2014
   The previous notice was dated		1/09/2014

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)	Number of securities		Person's votes (5)
   	Person's votes	Voting power (5)	Person's votes	Voting power (5)
   FPO	6,536,757	6.98%	6,743,749	5.94%

   *Based on issued capital of 113,594,277 shares

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 change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
   02/09/2014 - 16/01/2017	Quest Asset Partners Pty Ltd	Acquisition of 2,581,485 shares	Consideration for Acquisition of Shares $5,299,917	2,581,485 shares	2,581,485 shares
   		Disposal of 2,675,765 shares	Consideration for Disposal of Shares $6,245,101	2,675,765 shares	2,675,765 shares
   		Transfer in 1,246,457 shares	1,246,457 shares	1,246,457 shares
   		Transfer out 293,688 shares	293,688 shares	293,688 shares

4. Present relevant interests

   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

   Class and number of securities

   Person's votes

   See Schedule 1

   604 page 2/2 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
   Quest Asset Partners Pty Ltd	Suite 8.07, 6A Glen Street, Milsons Point, NSW, 2061

   Signature

   Print name Michael Evans

   Capacity Director

   Sign here Date / /

   DIRECTIONS

7. 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.

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

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

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

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

12. Include details of: (a)

    (b)

    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

    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.

13. 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 who

    the relevant interest was acquired.

14. 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".

15. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Schedule 1 - Quest Asset Partners Pty Ltd change in substantial holding for VILLA WORLD LIMITED Details of relevant interests

Holder of relevant interest	Nature of relevant interest	Class and number of securities
Quest Asset Partners Pty Ltd	Power to (or to control) exercise vote and/or dispose of the securities as discretionary investment managers or advisers of superannuation funds, pooled superannuation trusts, managed investment schemes and investment management agreements	Fully paid ordinary shares 6,743,749

Details of present registered holders

Holder of relevant interest	Registered holder of securities	Persons entitled to be a registered holder	Class and number of securities
Quest Asset Partners Pty Ltd	National Nominees Ltd	National Nominees Ltd	58,994 FPO
Quest Asset Partners Pty Ltd	Cogent Nominees Limited	Cogent Nominees Limited	3,773,655 FPO
Quest Asset Partners Pty Ltd	HSBC Custody Nominees Limited	HSBC Custody Nominees Limited	2,649,869 FPO
Quest Asset Partners Pty Ltd	Invia Custodian Pty Limited	Invia Custodian Pty Limited	261,231 FPO

6,743,749