Email alberto.colla@minterellison.com
Direct line +61 3 8608 2754 Our Ref BCL AXC 1110501
Dear Sir/Madam
We act for Jangho Group Co., Ltd and its wholly owned subsidiaries (Jangho Group), including Jangho Health Care Australia Pty Ltd ACN 608 040 802 (Jangho Health).
On behalf of the Jangho Group, we attach a change of interest of substantial holder notice in respect of Jangho Health's off market takeover bid for all the fully paid ordinary voting shares in Vision Eye Institute Limited ACN 098 890 816 (Vision) in accordance with section 671B(1)(b) of the Corporations Act 2001 (Cth).
A copy of this notice has been provided to Vision. Yours faithfully
Level 23 Rialto Towers 525 Collins Street Melbourne VIC 3000 Australia DX 204 Melbourne
If you do not receive all pages please telephone +61 3 8608 2898
IMPORTANT - The contents of this facsimile may be privileged and confidential. Any unauthorised use of the contents is expressly prohibited. If you have received the document in error, please advise us by telephone (reverse charges) immediately and then shred the document. Thank you.
ME_125487622_1 (W2007)
Corporations Act 2001 Section 671B
604 GUIDE page 1/1 13 March 2000
To Company Name/Scheme Vision Eye Institute Limited
ACN/ARSN 098 890 816
Details of substantial holder (1)
Name Jangho Health Care Australia Pty Ltd ACN 608 040 802 (Jangho Health), Jangho Group Co., Ltd (Jangho), Golden Acumen Holdings Limited and each person or entity listed in Annexure A (Jangho Group).
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on
12/10/2015
The previous notice was given to the company on
9/10/2015
The previous notice was dated
9/10/2015
Previous and present voting power
Class of securities (4)
Previous notice
Present notice
Person's votes
Voting power (5)
Person's votes
Voting power (5)
Fully paid ordinary voting shares (Vision Shares)
111,016,591
61.66%
115,536,941
64.17%
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:
Changes in relevant interests
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
Between 9
October 2015
and 12 October
2015
The persons listed in Item 1
Acquisition of a
Under the terms of the Offer as set out in Bidder's Statement
4,520,350 fully paid ordinary voting shares
2.51%
relevant interest in
Vision Shares under
contracts arising on
acceptance of the
offer for Vision Shares (Offer) as set out in Jangho Health's bidder's
statement dated 7
September 2014
(Bidder's
Statement)
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:
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 (6)
Class and number of securities
Person's votes
The persons listed in Item 1
Golden Acumen Holdings Limited
Golden Acumen Holdings Limited
Relevant interest under sections 608(1), 608(3) and 12(2)(a) of the Corporations Act 2001 (Cth) respectively
35,984,135 fully paid ordinary voting shares
19.98%
The persons listed in Item 1
Various persons who have accepted the Offers
Jangho Health, subject to the terms of the Offers
The relevant interest of these parties is held under section 608(8) of the Corporations Act as a result of the acceptances of the Offer
79,552,806 fully paid ordinary voting shares
44.18%
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
Addresses
The addresses of persons named in this form are as follows:
Name | Address |
The persons listed in Item 1 | No. 5, Niuhui North 5th Street, Shunyi District, Beijing 101300 |
print name Alberto Colla capacity
Authorised by the parties named in paragraph 1 of this notice to sign the notice for and on behalf of each of them
sign here date 13/10/2015
DIRECTIONS
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.
See the definition of 'associate' in section 9 of the Corporations Act 2001.
See the definition of 'relevant interest' in sections 608 and 671B(7) of the Corporations Act 2001.
The voting shares of a company constitute one class unless divided into separate classes.
The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
Include details of:
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.
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 on 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.
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''.
Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
Annexure A
print name Alberto Colla, Partner, Minter Ellison capacity
Authorised by the parties named in Item 1 of this notice to sign the notice for and on behalf of each of them
sign here date 13/10/2015
Mr Zai Wang Liu Jangho Group Co., Ltd
Beijing Jangho Yuan Controlling Co., Ltd
Beijing Jangho Steel Structure Engineering CO., Ltd Shanghai Jangho Curtain Wall System Engineering CO., Ltd
Guangzhou Jangho Curtain Wall System Engineering CO., Ltd Dalian Jangho Curtain Wall System Engineering CO., Ltd Chengdu Jangho Curtain Wall System Engineering CO., Ltd
Jangho GroupBeijing Jangho Innovation and Development Investment Management CO., Ltd Changchun Jangho Curtain Wall Engineering CO., Ltd
Beijing Jangho Curtain Wall System Engineering CO., Ltd Beijing Jangho Manufacturing CO., Ltd
Beijing Gangyuan Construction and Decoration Engineering CO., Ltd Beijing Gangyuan Curtain Wall CO., Ltd
Gangyuan Construction and Decoration Hong Kong CO., Ltd Jangho Curtain Wall Singapore CO., Ltd
Jangho Curtain Wall Malaysia CO., Ltd Jangho Curtain Wall (India) CO., Ltd Jangho Curtain Wall Hong Kong CO., Ltd Jangho Curtain Wall Macau CO., Ltd Jangho Curtain Wall Vietnam CO., Ltd Jangho Curtain Wall Indonesia CO., Ltd Jangho Curtain Wall Chile CO., Ltd Sundart Group CO., Ltd
Jangho Sundart Controlling CO., Ltd Golden Acumen Holdings Limited Peacemark Enterprises Limited Gloryelld Enterprises Limited
Health Capital Enterprises Limited
Beijing Sundart Innovation and Construction Decoration Engineering CO., Ltd Sam Leung Design CO., Ltd
Eagle Vision Development Limited Jangho Health Care Australia Pty Ltd
distributed by |