Change in substantial holding
Magnolia Capital Group Pty Limited Governor Phillip Tower Level 36, 1 Farrer Place Sydney NSW 2000 Australia
ABN 81 632 528 762
Company Announcements Platform Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000
8 October 2019
Re: Magnolia Capital – Notice of change of interests of substantial holder
In accordance with section 671B of the Corporations Act 2001 (Cth), we attach a Notice of change of interests of Substantial Holder (Form 604) in respect of The Agency Group Australia Limited (ASX:AU1).
Yours faithfully
Mitchell Atkins Director
Magnolia Capital Group Pty Limited Governor Phillip Tower, Level 36, 1 Farrer Place Sydney NSW 2000 Australia www.magnoliacapital.com.au
Form 604 Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme The Agency Group Australia Ltd (Company)
ACN/ARSN 118 913 232
1. Details of substantial holder (1) Name Mitchell Atkins, Magnolia Equities III Pty Ltd (ACN 634 968 657), Magnolia Equities IV Pty Ltd (ACN 634 969 387), Magnolia Equities V Pty Ltd (ACN 634 001 893), Magnolia Equities VI Pty Ltd (ACN 635 004 483) and Magnolia Equities Pty Ltd (ACN 633 562 259) ACN/ARSN (if applicable) As above
There was a change in the interests of the substantial holder on 2/10/19
The previous notice was given to the company on 7/8/19
The previous notice was dated 6/8/19
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 (5) Voting power (5) Person’s votes Voting power (5) Ordinary Shares 9,230,770 7.65% 51,562,465 17.38%
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 Person whose Nature of change (6) Consideration Class and number of Person’s change relevant interest given in relation to securities affected votes changed change (7) affected
See Annexure A
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 Nature of Class and Person’s votes relevant holder of to be registered relevant interest number of interest securities as holder (8) (6) securities
See Annexure A
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
Magnolia Equities Pty Ltd (ACN 633 562 Entity ultimately controlled by Mitchell Atkins 259)
6. Addresses The addresses of persons named in this form are as follows:
Name Address
Mitchell Atkins, Magnolia Equities III Pty Ltd C/- BHB Accountants, Level 1, Suite 2, 64 Terrigal Esplanade, (ACN 634 968 657), Magnolia Equities IV Pty Terrigal NSW 2260 Ltd (ACN 634 969 387), Magnolia Equities V Pty Ltd (ACN 634 001 893), Magnolia Equities VI Pty Ltd (ACN 635 004 483) and Magnolia Equities Pty Ltd (ACN 633 562 259)
Signature print name Mitchell Atkins capacity Director
sign here date 8 October 2019
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 definition of ‘relevant agreement’ in section 9 of the Corporations Act 2001.
(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.
THIS IS THE ANNEXURE MARKED “A” OF 1 PAGE REFERRED TO IN FORM 604 “NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER” SIGNED BY ME ON 8 OCTOBER 2019
_________________________________________ MITCHELL ATKINS
PERSON WHOSE CONSIDERATION CLASS AND PERSON’S DATE OF RELEVANT GIVEN IN NUMBER OF NATURE OF CHANGE VOTES CHANGE INTEREST RELATION TO SECURITIES AFFECTED CHANGED CHANGE AFFECTED
2/10/19 Magnolia Equities Purchase pursuant to an underwriting 8,748,826 $568,674.69 8,748,826 III Pty Ltd agreement with the Company. Ordinary Shares
2/10/19 Magnolia Equities Purchase pursuant to an underwriting 12,248,347 $796,142.56 12,248,347 IV Pty Ltd agreement with the Company. Ordinary Shares
2/10/19 Magnolia Equities Purchase pursuant to an underwriting 15,747,880 $1,023,612.20 15,747,880 V Pty Ltd agreement with the Company. Ordinary Shares
2/10/19 Magnolia Equities Purchase pursuant to an underwriting 5,249,294 $341,204.11 5,249,294 VI Pty Ltd agreement with the Company. Ordinary Shares
4/10/19 Magnolia Equities Entry into contracts for the purchase of 213,520 $13,875.03 213,520 Pty Ltd the securities on ASX Ordinary Shares
7/10/19 Magnolia Equities Entry into contracts for the purchase of 123,828 $7,924.99 123,828 Pty Ltd the securities on ASX Ordinary Shares
4. PRESENT RELEVANT INTERESTS
PERSON ENTITLED HOLDER OF REGISTERED CLASS AND TO BE NATURE OF RELEVANT PERSON’S RELEVANT HOLDER OF NUMBER OF REGISTERED AS INTEREST VOTES INTEREST SECURITIES SECURITIES HOLDER
Magnolia Equities Magnolia Equities III Pty Magnolia Equities III 10,671,903 Registered Holder 10,671,903 III Pty Ltd Ltd Pty Ltd Ordinary Shares
Magnolia Equities Magnolia Equities IV Pty Magnolia Equities IV 14,940,655 Registered Holder 14,940,655 IV Pty Ltd Ltd Pty Ltd Ordinary Shares
Magnolia Equities Magnolia Equities V Pty Magnolia Equities V 19,209,419 Registered Holder 19,209,419 V Pty Ltd Ltd Pty Ltd Ordinary Shares
Magnolia Equities Magnolia Equities VI Pty Magnolia Equities VI 6,403,140 Ordinary Registered Holder 6,403,140 VI Pty Ltd Ltd Pty Ltd Shares
Magnolia Equities Magnolia Equities Pty 337,348 Ordinary Magnolia Equities Pty Ltd Registered Holder 337,348 Pty Ltd Ltd Shares Magnolia Equities III Magnolia Equities III Pty Pty Ltd, Magnolia Ltd, Magnolia Equities IV Equities IV Pty Ltd, Controller of each Pty Ltd, Magnolia Equities Magnolia Equities V 51,562,465 Mitchell Atkins Registered Holder listed 51,562,465 V Pty Ltd, Magnolia Pty Ltd, Magnolia Ordinary Shares above Equities VI Pty Ltd and Equities VI Pty Ltd and Magnolia Equities Pty Ltd Magnolia Equities Pty Ltd
Magnolia Capital Group Pty Limited Governor Phillip Tower, Level 36, 1 Farrer Place Sydney NSW 2000 Australia www.magnoliacapital.com.au