MELBOURNE, AUSTRALIA--(Marketwired - July 31, 2014) - On July 30, 2014, Dussman Pty Ltd. ("Dussman"), as trustee for Devonia Investment Trust, the Charolais Super Fund No. 2, and the Charolais Super Fund No. 3, acquired 6,168,880 Chess Depositary Interests ("CDIs") to be issued by CHESS Depositary Nominees Pty Limited, each CDI representing an interest in a corresponding common share (the "Shares") in the capital of Simavita Limited ("Simavita") at an issue price of $0.45 Australian Dollars per CDI.
The CDIs were acquired by way of a private placement offering. Dussman acquired the CDIs for investment purposes only.
Dussman now controls Shares and CDIs in the capital of Simavita representing approximately 41.67% of the outstanding Shares and CDIs of Simavita. Dussman owns and controls 1,256,145 Shares on its own behalf. The remaining Shares and CDIS are held by Dussman as trustee as follows: 20,103,842 Shares and CDIs as trustee for Devonia Investment Trust (14,024,295 Shares and 6,079,547 CDIs); 1,799,049 Shares as trustee for Devonia Trust No. 2; 887,010 Shares and CDIs as trustee for the Charolais Super Fund No. 2 (687,010 Shares and 200,000 CDIs); 230,894 Shares and CDIs as trustee for the Charolais Super Fund No. 3 (97,561 Shares and 133,333 CDIs); and 6,445,010 Shares as trustee for The Charolais Superannuation Fund.
Dussman may be considered a joint actor with Damien Haakman and Justin Haakman, both of whom are directors and shareholders of Dussman. Damien Haakman owns and controls 5,000 Shares on his own behalf and holds 380,757 Shares as trustee for The DMH Trust. Justin Haakman owns and controls 5,000 CDIs on his own behalf and holds 380,757 CDIs as trustee for The JAH Trust. Damien Haakman and Justin Haakman acquired the beforementioned Shares at a deemed price of $0.41 per Share pursuant to the acquisition by Simavita (formerly named Gtech International Resources Limited) of all of the issued and outstanding shares of Simavita Holdings Limited pursuant to a scheme of arrangement under Australian law involving the shareholders of Simavita Holdings Limited that occurred in December 2013. In aggregate, Dussman, Damien Haakman and Justin Haakman hold 31,493,464 Shares and CDIs representing 42.72% of the outstanding Shares and CDIs of Simavita.
The acquisition of Shares was effected pursuant to a private placement and Dussman entered into a subscription agreement with Simavita in connection with the acquisition of the CDIs and such subscription agreement contained representations, warranties and covenants of the respective parties that are standard and customary in agreements of this nature, including representations that allow reliance of applicable Canadian private placement exemptions.
For further information, or a copy of the early warning report filed in respect of the above, please see the contact information below.
FOR FURTHER INFORMATION PLEASE CONTACT:
Dussman Pty Ltd.Damien Haakman
+613 9555 3077
42 Halcyon Way, Narre Warren South
Melbourne, Victoria 3805, Australia
Source: Dussman Pty Ltd.