604 | page 1/2 | 15 July 2001 |
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
ToCompany Name/Scheme
ACN/ARSN
1. Details of substantial holder(1)
Name
ACN/ARSN (if applicable)
Spectrum Metals Limited (Spectrum)
115 770 226
Ramelius Resources Limited (Ramelius) and each of the other entities listed in Ramelius' 2019 Annual Report on page 98 (as updated from time to time and available on request) (the Ramelius Group Entities).
001 717 540
There was a change in the interests of the | |
substantial holder on | 17 /03/ 20 |
The previous notice was given to the company | |
on | 17/03/20 |
The previous notice was dated | 17/03/20 |
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) | Previous notice | Present notice | ||
Person's votes | Voting power (5) | Person's votes | Voting power (5) | |
Fully paid ordinary shares | 610,695,309 | 42.39% | 727,402,825 | 50.50% |
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 are as follows:
Date of | Person whose | Nature of change (6) | Consideration given in relation | Class and | Person's votes | |
change | relevant interest | to change (7) | number of | affected | ||
changed | securities | |||||
affected | ||||||
Acquisition of relevant | ||||||
interests in ordinary shares | 1 fully paid ordinary share in | |||||
in Spectrum as a result of | Ramelius for every 10 fully | |||||
Ramelius and | acceptances of the takeover | paid ordinary shares in | 116,707,516 | |||
17/03/20 | each Ramelius | offers made pursuant to the | Spectrum and $0.017 cash per | fully paid | 116,707,516 | |
Group Entity | bidder's statement dated 25 | Spectrum share, subject to the | ordinary shares | |||
February 2020 and any | terms and conditions of the | |||||
replacements or | Offer | |||||
supplements to it (Offer). | ||||||
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 | Person entitled to be | Nature of relevant interest (6) | Class and | Person's votes |
relevant | holder of | registered as holder | number of | ||
interest | securities | (8) | securities | ||
Mt Magnet | Mt Magnet | Mt Magnet Gold Pty | Relevant interest under section 608(1) | 68,541,238 | 4.88% |
Gold Pty Ltd | Gold Pty Ltd | Ltd | of the Corporations Act | fully paid | |
ordinary | |||||
shares | |||||
Ramelius | Mt Magnet | Mt Magnet Gold Pty | Relevant interest under section | 68,541,238 | 4.88% |
and each | Gold Pty Ltd | Ltd | 608(3)(b) of the Corporations Act, by | fully paid | |
Ramelius | reason of Ramelius having control of | ordinary | |||
Group Entity | Mt Magnet | shares | |||
(except for | |||||
Mt Magnet |
Gold Pty | |||||||
Ltd) | |||||||
Relevant Interest under s608(1) and/or | |||||||
s608(8) of the Corporations Act | |||||||
pursuant to the acceptances of the | |||||||
Offer. | |||||||
The shares which are the subject of | |||||||
Spectrum | the acceptances have not yet been | ||||||
transferred into the name of Mt | |||||||
shareholders | |||||||
Magnet Gold Pty Ltd. | 658,861,587 | ||||||
to whom the | Subject to the terms of | ||||||
Mt Magnet | fully paid | ||||||
Offer was | the Offer, Mt Magnet | 45.62% | |||||
Gold Pty Ltd | The power of Mt Magnet Gold Pty Ltd | ordinary | |||||
made and who | Gold Pty Ltd | ||||||
to vote or dispose of the shares that | shares | ||||||
have accepted | |||||||
are the subject of the acceptances of | |||||||
the Offer | |||||||
the Offer is qualified since the Offer | |||||||
has not been declared unconditional | |||||||
and | |||||||
My Magnet Gold Pty Ltd is not | |||||||
presently registered as the holder of | |||||||
the shares. | |||||||
Each of the | Spectrum | ||||||
Ramelius | |||||||
shareholders | Relevant interest in the ordinary | ||||||
Group | 658,861,587 | ||||||
to whom the | Subject to the terms of | shares referred to above under | |||||
Entities | fully paid | ||||||
Offer was | the Offer, Mt Magnet | s608(3)(b) of the Corporations Act, by | 45.62% | ||||
(other than | ordinary | ||||||
made and who | Gold Pty Ltd | reason of Ramelius having control of | |||||
Mt Magnet | shares | ||||||
have accepted | Mt Magnet | ||||||
Gold Pty | |||||||
the Offer | |||||||
Ltd) | |||||||
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 |
Each of the Ramelius Group Entities | Each of the Ramelius Group Entities is a body corporate that is |
controlled by Ramelius | |
6. Addresses
The addresses of persons named in this form are as follows:
Name | Address | |||
Ramelius and each of the Ramelius | Level 1, 130 Royal Street, East Perth WA 6004 | |||
Group Entities | ||||
Spectrum Limited | Suite 2/827 Beaufort Street, Inglewood WA 6052 | |||
Richard Jones | ||||
Signature | ||||
print name | Capacity: Company Secretary | |||
sign here
date 18/03/2020
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 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.
- If the substantial holder is unable to determine the identify 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.
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Spectrum Metals Limited published this content on 18 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 March 2020 09:21:07 UTC