20150831 BEL Change of Substantial Shareholder Notice in SRK.docx
Form 604
Corporations Act
671B
Notice of change in interests of substantial holder
To: Company Name/Scheme: STRIKE RESOURCES LIMITED (ASX:SRK)
ABN 94 088 488 724
1. Details of substantial holder(1)
Name
ACN/ARSN (if applicable)
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
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)
|
|
Ordinary Shares
|
16,011,098
|
11.017%A
|
22,498,939
|
15.481%A
|
(A) Based on SRK's total issued share capital being 145,334,268 ordinary 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
|
|
Date of change
|
Person whose relevant interest changed
|
Nature of change(6)
|
Consideration given in relation to change(7)
|
Ordinary shares
|
Person's votes affected
|
|
28 August 2015
|
BEL
|
Acquisition of a relevant interest in ordinary shares in SRK as a result of acceptances received under a takeover offer made by BEL dated 31
July 2015, the terms of which are set out in the Bidder's Statement despatched to SRK shareholders
and released on ASX on 31 July
2015 (Offer)B
|
5.5 cents per ordinary shareC
|
6,487,841
|
6,487,841
|
|
TOTAL
|
6,487,841
|
6,487,841
|
(B) Also available at www.asx.com.au under the ASX codes BEL and SRK.
(C) The Offer is conditional on the fulfilment, or waiver by BEL, of a number of conditions specified in the Offer, on or before the dates specified in the Offer (Conditions) (refer Section 8.7 of the Bidder's Statement). BEL's obligation to pay the consideration is conditional on the fulfilment, or waiver by BEL, of the Conditions (refer Section 8.13 of Bidder's Statement). On 26 August 2015, BEL announced that it had freed its Offer from all Conditions other than that no Prescribed Occurrence1 occurs before the end of the Offer period.2
1 Refer to the condition in Section 8.7(g) of Bentley's Bidder's Statement - a "Prescribed Occurrence" is defined in the Bidder's Statement as an event or circumstance of the kind referred to in section 652C of the Corporations Act 2001 (Cth).
2 Refer Bentley's ASX Announcement dated 26 August 2015: Takeover Bid For Strike Resources - Offer Declared Free Of Defeating Conditions Except Prescribed Occurrences
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20150831 BEL Change of Substantial Shareholder Notice in SRK.docx
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(6)
|
Class and number of securities
|
Person's votes
|
|
Holder of relevant interest
|
Registered holder of securities
|
Person entitled to be registered as holder(8)
|
Nature of relevant interest(6)
|
Ordinary shares
|
Person's votes
|
|
BEL
|
The various registered holders of the SRK shares who have accepted the Offer
|
BELD
|
BEL has a relevant interest under section 608(8)of the Act pursuant to acceptances received under the Offer
|
22,498,939
|
22,498,939
|
(D) BEL will become registered holder of the specified SRK shares only if the Conditions are fulfilled or waived by BEL on or before the dates specified in the Offer.
5. Changes in association
The persons who have become associates(2) of, ceased to be associates of, or have change 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
|
N/A
|
6. Addresses
The addresses of persons named in this form are as follows:
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Name
|
Address
|
|
Bentley Capital Limited
ABN 87 008 108 218 (BEL)
|
Level 2, 23 Ventnor Avenue, West Perth, Western Australia 6005
|
Signature
sign here capacity Company Secretary print name Victor Ho date 31 August 2015
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.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act.
(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 circumstance 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 definition of "relevant agreement" in section 9 of the Corporations Act.
(7) 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.
(8) 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".
(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
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