Change in substantial holding
Released
Released
Announcement PDF
ASX Announcement
24 May 2024
Notification of Change of Shareholding
In accordance with Listing Rule 3.19, Ricegrowers Limited (SunRice) gives notice that on 23 May 2024,
Menegazzo Enterprises Pty Ltd lodged a substantial holding notice on behalf of it and its associates in
respect of 7.25% of the total number of B Class Shares on issue.
The Constitution of SunRice contains provisions that set maximum shareholdings. The Constitution
prescribes that a person must not hold* a number of B Class Shares, when aggregated with any B Class
Shares held by all associates of that person, that exceeds 10% of the total number of B Class Shares on issue
(B Class Shareholding Limit).
If a person holds B Class shares in excess of the B Class Shareholding Limit (Excess Shares), all rights of that
person (including right to vote at meetings of B Class Shareholders and right to receive dividends) in respect
of those Excess Shares are suspending while the breach of the B Class Shareholding Limit continues. The
Directors may also, by written notice, require disposal of Excess Shares. The Constitution contains
mechanisms that apply if the person refuses to dispose of Excess Shares.
*Under SunRice’s Constitution a person will be deemed to hold a Share if that person has a relevant interest
in that Share.
Authorised by Kate Cooper, General Counsel and Company Secretary, SunRice Group
Investor inquiries:
Media inquiries:
Richard Rose
Anthony McFarlane
Head of Corporate Development
(03) 8567 1132 / rrose@sunrice.com.au
Head of Corporate Affairs
(02) 9268 2633 / amcfarlane@sunrice.com.au
About SunRice’s structure
The structure of SunRice contains non-standard elements including its dual class share structure comprising A Class Shares and B Class Shares.
A Class Shares confer on their holders the right to vote at general meetings but no right to dividends. A Class Shares are not quoted on ASX and may only be held by rice
growers who meet the production quotas prescribed by the SunRice constitution. No person may hold more than 5 A Class Shares. In practical terms the voting rights held
by A Class Shareholders give those shareholders the right to control the election of directors and any changes to SunRice’s constitution.
B Class Shares are quoted on ASX and confer on their holders the right to receive dividends, as determined by the directors from time to time. Holders of B Class Shares do
not generally have the right to vote at general meetings of SunRice. This means B Class Shareholders have no right to vote on the election of directors of SunRice. No
person may hold more than 10% of the total number of B Class Shares on issue.
For more details of the non-standard elements of SunRice’s structure see: https://corporate.sunrice.com.au/investors/
Ricegrowers Limited
ABN 55 007 481 156
Registered Office
57 Yanco Avenue, Leeton, NSW 2705 Australia
Locked Bag 2, Leeton, NSW 2705 Australia
T +61 2 6953 0411
www.sunrice.com.au
604
page 1/2 15 July 2001
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
RICEGROWERS LIMITED
To Company Name/Scheme
007 481 156
ACN/ ARSN
1. Details of substantial holder(1)
MENEGAZZO ENTERPRISES PTY LTD
Name
ACN/ARSN (if applicable)
005 367 822
There was a change in the interests of the
substantial holder on
The previous notice was given to the company on
The previous notice was dated
23. / 05./ 24
15/ 10. / 21
15./ 10./ 21
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)
B CLASS
SHARES
Previous notice
Person's votes
Present notice
Person's votes
Voting power (5)
Voting power (5)
7.25%
4,691,931
6.16%
3,802,291
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
17/05/24
Person whose
relevant interest
changed
MENEGAZZO ENTERPRISES
P/L ATF MENEGAZZO SUPER
FUND
Nature of
change (6)
Share purchase
Consideration
given in relation
to change (7)
$219,980
Class and
number of
securities
affected
Person's votes
affected
B CLASS
32,350
Menegazzo Ent. P/L,
Menegazzo Ent. P/L ATF
Menegazzo Super Fund
Class and
number of
securities
Person's votes
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
MENEGAZZO ENTERPRISES P/L ATF
MENEGAZZO
ENTERPRISES P/L MENEGAZZO SUPERANNUATION FUND
MENEGAZZO
LOLLYPOP CREEK P/L
ENTERPRISES P/L
MENEGAZZO
LAN SUPERANNUATION FUND
ENTERPRISES P/L
Person entitled
to be registered
as holder (8)
Nature of
relevant
interest (6)
DIRECT
ASSOCIATE
ASSOCIATE
B CLASS
1,175,311
B CLASS
2,912,746
B CLASS
161,434
1,175,311
2,912,746
161,434
604
page 2/2 15 July 2001
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
N/A
6. Addresses
The addresses of persons named in this form are as follows:
Name
Address
MENEGAZZO ENTERPRISES PTY LTD
AND ASSOCIATES
P.O BOX 72 WERRIBEE 3030
Signature
print name
LAUREN MENEGAZZO
sign here
capacity
date
DIRECTOR
23 / 05
/ 24
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, becom`e
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.
ANNEXURE A. Form 604 – Notice of change of interests of substantial holder
RICEGROWERS LIMITED
Corporation name:
007 481 156
ACN:
4.
PRESENT RELEVANT INTEREST
Holder of
relevant
interest
MENEGAZZO
ENTERPRISES
PTY LTD
MENEGAZZO
ENTERPRISES
PTY LTD
MENEGAZZO
ENTERPRISES
PTY LTD
MENEGAZZO
ENTERPRISES
PTY LTD
MENEGAZZO
ENTERPRISES
PTY LTD
Registered
holder of
securities
LAUREN
MENEGAZZO +
SIMON FINN
REEDMEN PTY
LTD
Person entitled
to be registered
as holder (8)
Nature of
relevant
interest (6)
ASSOCIATE
Class and
number of
securities
B CLASS
125,274
Persons votes
ASSOCIATE
B CLASS
60,868
60,868
NICOLA
MENEGAZZO
ASSOCIATE
B CLASS
61,914
MAREE
CONCETTA
MENEGAZZO
MAREE
CONCETTA
MENEGAZZO
ATF MAREE
CONCETTA
MENEGAZZO
TRUST
ASSOCIATE
B CLASS
95,420
95,420
ASSOCIATE
B CLASS
98,964
61,914
98,964
125,274
This is annexure A of Page 1 referred to in form (Form 604 – Notice of change of interests of substantial
holder)
Signature
Print name
Sign here
LAUREN MENEGAZZO
Capacity
Date
DIRECTOR
23/05/24
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