Change in substantial holding
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Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme The Agency Group Australia Ltd
ACN/ARSN 118 913 232
1. Details of substantial holders (1)
Names Steven Adam Chen
Emma Maria Chen
SEMC2 Pty Ltd ATF The Chen Asset Trust
ACN/ARSN (if applicable) ACN 126 492 733
There was a change in the interests of the 01/10/2019
substantial holders on
The previous notice was given to the company 25/01/2019
on
The previous notice was dated 11/01/2019
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 holders 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 Voting power (5) Person’s votes Voting power (5)
Fully Paid Ordinary 6,359,444 6.13% 25,603,532 8.63%
Shares (Ordinary
Shares)
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holders or an
associate in voting securities of the company or scheme, since the substantial holders last gave a
substantial holding notice to the company or scheme until 1 October 2019 are as follows:
Date of Person Nature of change (6) Consideration Class and Person’s
change whose given in number of votes
relevant relation to securities affected
interest change (7) affected
changed
01/10/19 Steven Allotment of Ordinary Shares in debt- Release of 19,244,088 19,244,088
Adam Chen equity swap debt for Ordinary
Emma Maria Ordinary Shares
Chen Shares at
SEMC2 Pty A$0.065 per
Ltd (ACN Ordinary
126 492 Share
733) ATF
The Chen
Asset Trust
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.