Dussman Pty Ltd.

March 08, 2016 14:10 ET

Dussman Pty Ltd. Acquires Chess Depositary Interests and Placement Options of Simavita Limited

MELBOURNE, AUSTRALIA--(Marketwired - March 8, 2016) - On March 2, 2016, Dussman Pty Ltd. ("Dussman"), as trustee for Devonia Investment Trust, the Charolais Superannuation Fund, the Charolais Super Fund No. 2, and the Charolais Super Fund No. 3, acquired 6,666,667 Chess Depositary Interests ("CDIs") to be issued by CHESS Depositary Nominees Pty Limited and 1,333,333 unlisted options ("Placement Options") which are issued on the basis of one attaching Placement Option for ever five CDIs issued. Each CDI represents an interest in a corresponding common share (the "Shares") in the capital of Simavita Limited ("Simavita") at an issue price of AUD$0.15 per CDI. Each Placement Option entitles the Offeror to acquire one CDI/Share in Simavita at an exercise price of AUD$0.15 on or before March 2, 2017.

The CDIs and Placement Options were acquired by way of a private placement offering. Dussman acquired the CDIs and Placement Options for investment purposes only.

Dussman now controls Shares and CDIs in the capital of Simavita representing approximately 35.90% 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: 23,437,175 Shares and CDIs as trustee for Devonia Investment Trust (14,024,295 Shares and 9,412,880 CDIs); 1,799,049 Shares as trustee for Devonia Trust No. 2; 1,753,677 Shares and CDIs as trustee for the Charolais Super Fund No. 2 (687,010 Shares and 1,066,667 CDIs); 897,561 Shares and CDIs as trustee for the Charolais Super Fund No. 3 (97,561 Shares and 800,000 CDIs); and 8,245,010 Shares as trustee for The Charolais Superannuation Fund (6,445,010 Shares and 1,800,000 CDIs).

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 38,160,131 Shares and CDIs representing 36.64% 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 Placement Options 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.

Dussman Pty Ltd.
Damien Haakman, Director
42 Halcyon Way
Narre Warren South
Melbourne, Victoria 3805
Australia
Tel: +613 9555 3077

Contact Information

  • Dussman Pty Ltd.
    Damien Haakman
    Director
    +613 9555 3077