Change in substantial holding
Released
Released
Announcement PDF
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme
HIPAGES GROUP HOLDINGS LTD
ACN/ARSN
644 430 839
1. Details of substantial holder (1)
PINNACLE INVESTMENT MANAGEMENT GROUP LIMITED (AND ITS SUBSIDIARIES
LISTED IN ANNEXURE A)
Name
ACN/ARSN (if applicable)
100 325 184
There was a change in the interests of the
substantial holder on
19/06/2024
The previous notice was given to the company on
17/05/2024
The previous notice was dated
14/05/2024
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)
ORDINARY FULLY PAID
Previous notice
Present notice
Person’s votes
Voting power (5)
6,704,178
5.03%
Person’s votes
Voting power (5)
8,132,317
6.07%
REFER TO
ANNEXURE A
PART 1 AND
PART 2
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
REFER TO
ANNEXURE
B
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
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
REFER TO
ANNEXURE
C
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
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
NO CHANGES - REFER TO
ANNEXURE D FOR PRESENT
ASSOCIATIONS
6. Addresses
The addresses of persons named in this form are as follows:
Name
Address
REFER TO ANNEXURE E
Signature
print name
CALVIN KWOK
sign here
capacity
COMPANY SECRETARY
date
24/06/2024
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.
HIPAGES GROUP HOLDINGS LTD
Annexure A - Part 1
Holder of relevant interest
Nature of relevant interest
Pinnacle Investment Management Group Limited (ACN 100 325 184)
Pinnacle Investment Management Limited (ACN 109 659 109)
Ariano Pty Limited (ACN 605 250 799)
Next Financial Limited (ACN 081 722 894)
Next Financial Nominees Pty Ltd (ACN 093 252 576)
Next Financial Nominees No. 2 Pty Ltd (ACN 132 819 115)
Investment Solutions Client Services Pty Ltd (ACN 117 898 334)
Priority Funds Management Pty Ltd (ACN 120 826 575)
Priority Investment Management Pty Ltd (ACN 116 943 456
PNI Option Plan Managers Pty Ltd (ACN 125 030 766)
Pinnacle RE Services Limited (ACN 130 508 379)
Pinnacle Services Administration Pty Ltd (ACN 126 175 148)
Pinnacle Investment Management (UK) Limited (Company Number 11026111)
POSH Nominees Pty Limited (ACN 620 094 251)
Pingroup IM Limited (US) (EIN 85-0920129)
Relevant interest by virtue of section 608(3)
of the Corporations Act as it or its associates holds directly or
indirectly above 20% voting power in one or more affiliated
investment managers (see Annexure A – Part 2) and Pinnacle
Fund Services Limited, who each in turn hold relevant interests
in the securities the subject of this notice.
Pinnacle Fund Services Limited (ACN 082 494 362)
Relevant interest held through the power to control voting
and/or disposal of securities in its capacity as responsible
entity or trustee of registered or unregistered schemes and/or
relevant interest by virtue of section 608(3)
of the Corporations Act as it or its associates holds directly or
indirectly above 20% voting power in one or more affiliated
investment managers (see Annexure A – Part 2) who each in
turn hold relevant interests in the securities the subject of this
notice.
This is Annexure "A - Part 1" as mentioned in form 604 Notice of change of interests of substantial holder
Calvin Kwok
Company Secretary
Date: 24/06/2024
Number of
securities
Class of
securities
8,132,317 Ordinary fully
paid
8,132,317 Ordinary fully
paid
HIPAGES GROUP HOLDINGS LTD
Annexure A - Part 2
Affiliated Investment Managers in which Pinnacle has over 20% voting power
Aikya Investment Management Limited (UK) (Company Number 12329682)
Antipodes Partners Limited (ACN 602 042 035)
Coolabah Capital Investments Pty Limited (ACN 605 806 059)
Five V Capital Pty Limited (ACN 162 193 928)
Hyperion Asset Management Limited (ACN 080 135 897)
Langdon Equity Partners Limited (CA) (NRD 73210)
Metrics Credit Partners Pty Limited (ACN 150 646 996)
Palisade Investment Partners Limited (ACN 124 326 361)
Plato Investment Management Limited (ACN 120 730 136)
Resolution Capital Limited (ACN 108 584 167)
Solaris Investment Management Limited (ACN 128 512 621)
Riparian Capital Partners Pty Ltd (ACN 630 179 752)
This is Annexure "A - Part 2" as mentioned in form 604 Notice of change of interests of substantial holder
Calvin Kwok
Company Secretary
Date: 24/06/2024
HIPAGES GROUP HOLDINGS LTD
Annexure B
Date of
change
Person whose relevant
interest changed
Nature of
change
Consideration
15/05/2024
Pinnacle Investment
Management Group
Limited (and its
subsidiaries listed in
Annexure A)
Purchase
$
9,234.29
16/05/2024
17/05/2024
27/05/2024
29/05/2024
30/05/2024
03/06/2024
04/06/2024
05/06/2024
06/06/2024
07/06/2024
11/06/2024
12/06/2024
13/06/2024
14/06/2024
17/06/2024
19/06/2024
As above
As above
As above
As above
As above
As above
As above
As above
As above
As above
As above
As above
As above
As above
As above
As above
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
673,654.94
19,532.32
971.50
2,261.98
23,472.99
135,022.37
352.80
6,540.46
25,270.52
1,640.03
888.82
245.83
1,469.58
432,960.63
27,531.58
208,457.60
Cash
Non-cash
Class of Securities
ORDINARY FULLY PAID
7,838
7,838
ORDINARY FULLY PAID
ORDINARY FULLY PAID
ORDINARY FULLY PAID
ORDINARY FULLY PAID
ORDINARY FULLY PAID
ORDINARY FULLY PAID
ORDINARY FULLY PAID
ORDINARY FULLY PAID
ORDINARY FULLY PAID
ORDINARY FULLY PAID
ORDINARY FULLY PAID
ORDINARY FULLY PAID
ORDINARY FULLY PAID
ORDINARY FULLY PAID
ORDINARY FULLY PAID
ORDINARY FULLY PAID
584,501
17,096
916
2,115
22,091
122,549
344
6,061
24,008
1,521
826
234
1,415
410,461
26,163
200,000
584,501
17,096
916
2,115
22,091
122,549
344
6,061
24,008
1,521
826
234
1,415
410,461
26,163
200,000
This is Annexure "B" as mentioned in form 604 Notice of change of interests of substantial holder
Calvin Kwok
Company
Secretary
Date: 24/06/2024
Number of Person's votes
securities
affected
HIPAGES GROUP HOLDINGS LTD
Annexure C
Holder of relevant interest
Pinnacle Investment Management
Group Limited (and its subsidiaries
listed in Annexure A)
Registered holder of securities
Citicorp Nominees Pty Ltd
Person entitled to be
registered as holder
Citicorp Nominees Pty Ltd
Number of
securities
8,132,317
This is Annexure "C" of 1 page as mentioned in form 604 Notice of change of interests of substantial holder
Calvin Kwok
Company Secretary
Date: 24/06/2024
Class of
securities
Ordinary fully paid
Person's votes
8,132,317
HIPAGES GROUP HOLDINGS LTD
Annexure D
Name
Pinnacle Investment Management Group Limited
Pinnacle Investment Management Limited
Pinnacle Fund Services Limited
Ariano Pty Limited
Next Financial Limited
Next Financial Nominees Pty Ltd
Next Financial Nominees No. 2 Pty Ltd
Investment Solutions Client Services Pty Ltd
Priority Funds Management Pty Ltd
Priority Investment Management Pty Ltd
PNI Option Plan Managers Pty Ltd
Pinnacle RE Services Limited
Pinnacle Services Administration Pty Ltd
Pinnacle Investment Management (UK) Limited
POSH Nominees Pty Limited
Pingroup IM Limited (US)
ACN
100 325 184
109 659 109
082 494 362
605 250 799
081 722 894
093 252 576
132 819 115
117 898 334
120 826 575
116 943 456
116 943 456
130 508 379
126 175 148
Company
Number
11026111
620 094 251
EIN 850920129
Nature of Association
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
Related body corporate of each other entity listed in Annexure D.
This is Annexure "D" as mentioned in form 604 Notice of change of interests of substantial holder
Calvin Kwok
Company Secretary
Date: 24/06/2024
HIPAGES GROUP HOLDINGS LTD
Annexure E
Name
Pinnacle Investment Management Group Limited
Pinnacle Fund Services Limited
Pinnacle Investment Management Limited
Pinnacle Investment Management Group Limited
Pinnacle Investment Management Limited
Pinnacle Fund Services Limited
Ariano Pty Limited
Next Financial Limited
Next Financial Nominees Pty Ltd
Next Financial Nominees No. 2 Pty Ltd
Investment Solutions Client Services Pty Ltd
Priority Funds Management Pty Ltd
Priority Investment Management Pty Ltd
PNI Option Plan Managers Pty Ltd
Pinnacle Investment Management (UK) Limited
Pinnacle RE Services Limited
Pinnacle Services Administration Pty Ltd
POSH Nominees Pty Limited
Address
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
7th Floor, Dashwood House, 69 Old Broad Street, London EC2M 1QS, United Kingdom
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pingroup IM Limited (US)
c/o TMF Group New York, LLC, 48 Wall Street, 27th Floor, New York NY 10005
This is Annexure "E" as mentioned in form 604 Notice of change of interests of substantial holder
Calvin Kwok
Company Secretary
Date: 24/06/2024
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