Change in substantial holding from HNG
Released
Released
Announcement PDF
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme
FOS Capital Limited (ASX: FOS)
ACN/ARSN
637 156 275
1.
Details of substantial holder (1)
Name
Hancock & Gore Ltd (formerly HGL Limited)
ACN/ARSN (if applicable)
009 657 961
There was a change in the interests of the substantial holder on
04/11/2022
The previous notice was given to the company on
07/06/2021
The previous notice was dated
07/06/2021
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
Person's votes
Fully Paid Ordinary (FPO)
3.
3,000,000
Present notice
Voting power (5)
6.66%
Person's votes
Voting power (5)
8,949,306
16.95%
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:
Person whose relevant interest
changed
Nature of change (6)
07Jun21
29Sep21
HGL Investments P/L
HGL Investments P/L
23Jun22
HGL Investments P/L
23Jun22
H&G High Conviction Limited
04Nov22
04Nov22
Hancock & Gore Ltd
H&G High Conviction Limited
H&G Investment Management
Ltd atf Vail Lane Fund
Purchases on-market
Purchases on-market
Asset Swap Deed as
per the HCF
prospectus dated 26
August 2022
Asset Swap Deeds as
per the HCF
prospectus dated 26
August 2022
Placement
Placement
$300,000
$500,000
1,500,000 1,500,000
2,500,000 2,500,000
Placement
$200,000
1,000,000 1,000,000
04Nov22
Consideration
given in relation
to change (7)
Class and
number of
securities
affected
Date of
change
Person's
votes affected
$18,481
$57,481
80,000
220,000
80,000
220,000
$63,000
(300,000)
(300,000)
$196,108
949,306
949,306
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
5.
Person entitled to
be registered as
holder (8)
Nature of
Class and number
relevant interest of securities
(6)
Person's votes
Hancock & Gore Ltd
Registered
Holder
4,500,000 FPO
4,500,000
H&G High Conviction Limited
Registered
Holder
3,449,306 FPO
3,449,306
H&G Investment Management Ltd atf Vail Lane Fund
Registered
Holder
1,000,000 FPO
1,000,000
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:
Nature of association
Name and ACN/ARSN (if
applicable)
H&G High Conviction Limited H&G Investment Management Ltd, a wholly owned subsidiary of Hancock &
Gore Limited, is the investment manager for H&G High Conviction Limited
H&G Investment Management H&G Investment Management Ltd, a wholly owned subsidiary of Hancock &
Ltd atf Vail Lane Fund
Gore Limited, is the trustee of the Vail Lane Fund
HGL Investments P/L
6.
HGL Investments P/L is a wholly owned subsidiary of Hancock & Gore
Limited.
Addresses
The addresses of persons named in this form are as follows:
Name
Address
Hancock & Gore Ltd
PO Box 4107, Sydney, NSW 2001
H&G High Conviction Limited
PO Box 4107, Sydney, NSW 2001
H&G Investment Management Ltd atf Vail Lane Fund
PO Box 4107, Sydney, NSW 2001
HGL Investments P/L
PO Box 4107, Sydney, NSW 2001
Signature
print name
sign here
Michael Bower
capacity
Company Secretary
date
07/11/2022
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.
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