1. No category

604
page 1/2
15 July 2001
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
For personal use only
To Company Name/Scheme
ACN/ARSN
1.
NONI B LTD
003 321 579
Details of substantial holder (1)
Name
NB Bidco Pty Ltd (NB Bidco) and the other parties listed in item 3 below
ACN/ARSN (if applicable)
601 892 817
There was a change in the interests of the
substantial holder on
24/10/2014
The previous notice was given to the company on
24/10/2014
The previous notice was dated
24/10/2014
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)
Fully Paid Ordinary Shares
(Shares)
3.
Previous notice
Person’s votes
18,790,221
Present notice
Voting power (5)
58.55%
Person’s votes
19,222,506
Voting power (5)
59.90%
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:
Nature of change (6)
Consideration
given in
relation to
change (7)
Class and
number of
securities
affected
Person’s votes
affected
NB Bidco
Acceptances pursuant to the NB
Bidco takeover offer dated 29
September 2014
$0.51 per
Share
432,285
Shares
432,285
24/10/14
NB Holdco Pty Ltd
Acceptances pursuant to the NB
Bidco takeover offer dated 29
September 2014
$0.51 per
Share
432,285
Shares
432,285
24/10/14
Alceon Group Pty Ltd (Alceon
Group)
Acceptances pursuant to the NB
Bidco takeover offer dated 29
September 2014
$0.51 per
Share
432,285
Shares
432,285
24/10/14
Alceon GT Pty Limited (Alceon
GT) as trustee for the Alceon
Group Trust
Acceptances pursuant to the NB
Bidco takeover offer dated 29
September 2014
$0.51 per
Share
432,285
Shares
432,285
24/10/14
TFLT Pty Ltd as trustee for the
Loewensohn Family Account,
and the company’s controller
Susan Loewensohn
Acceptances pursuant to the NB
Bidco takeover offer dated 29
September 2014
$0.51 per
Share
432,285
Shares
432,285
24/10/14
GOLP Investments Pty Ltd as
trustee for the GOLP Family
Trust, and the company’s
controller Paul Platus
Acceptances pursuant to the NB
Bidco takeover offer dated 29
September 2014
$0.51 per
Share
432,285
Shares
432,285
24/10/14
Porapa Pty Ltd as trustee for
the Porapa Investment Trust,
and the company’s controller
Morris Symonds
Acceptances pursuant to the NB
Bidco takeover offer dated 29
September 2014
$0.51 per
Share
432,285
Shares
432,285
Date of
change
Person whose relevant interest
changed
24/10/14
PUL\PUL\43640050\6
24/10/14
4.
Trevor Loewensohn
Acceptances pursuant to the NB
Bidco takeover offer dated 29
September 2014
$0.51 per
Share
432,285
Shares
432,285
Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
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
NB Bidco
Various holders who have
accepted the Offer under NB
Bidco’s off-market takeover
bid dated 29 September 2014
NB Bidco
Acceptances pursuant to the
NB Bidco takeover offer dated
29 September 2014
19,222,506 Shares
19,222,506
NB Holdco Pty Ltd
Various holders who have
accepted the Offer under NB
Bidco’s off-market takeover
bid dated 29 September 2014
NB Bidco
Owns 100% of the shares in NB
Bidco
19,222,506 Shares
19,222,506
Alan Alec Kindl
Alceon Group or
its nominee
1,902,661 Shares
1,902,661
James Adam Kindl
Alceon Group or
its nominee
1,721,761 Shares
1,721,761
David Alan Kindl
Alceon Group or
its nominee
1,721,761 Shares
1,721,761
Betty Kindl
Alceon Group or
its nominee
1,039,754 Shares
1,039,754
Various holders who have
accepted the Offer under NB
Bidco’s off-market takeover
bid dated 29 September 2014
NB Bidco
19,222,506 Shares
19,222,506
Alan Alec Kindl
Alceon Group or
its nominee
1,902,661 Shares
1,902,661
James Adam Kindl
Alceon Group or
its nominee
1,721,761 Shares
1,721,761
David Alan Kindl
Alceon Group or
its nominee
1,721,761 Shares
1,721,761
1,039,754 Shares
1,039,754
For personal use only
Holder of relevant
interest
Power to control disposal of
Shares under four Pre-Bid
Option Deeds dated 2
September 2014
Alceon Group
Alceon GT Pty
Limited (Alceon
GT) as trustee for
the Alceon Group
Trust
TFLT Pty Ltd as
trustee for the
Loewensohn
Family Account,
and the
company’s
controller Susan
Loewensohn
PUL\PUL\43640050\6
Controls 100% of the shares in
NB Holdco Pty Ltd
Owns 100% of the shares in
Alceon Group Pty Ltd
Betty Kindl
Alceon Group or
its nominee
Various holders who have
accepted the Offer under NB
Bidco’s off-market takeover
bid dated 29 September 2014
NB Bidco
19,222,506 Shares
19,222,506
Alan Alec Kindl
Alceon Group or
its nominee
1,902,661 Shares
1,902,661
James Adam Kindl
Alceon Group or
its nominee
1,721,761 Shares
1,721,761
1,721,761 Shares
1,721,761
1,039,754 Shares
1,039,754
19,222,506 Shares
19,222,506
David Alan Kindl
Alceon Group or
its nominee
Betty Kindl
Alceon Group or
its nominee
Various holders who have
accepted the Offer under NB
Bidco’s off-market takeover
bid dated 29 September 2014
NB Bidco
Deemed to have a relevant
interest in accordance with
section 608(3) of the
Corporations Act since it is a
1/3 shareholder of Alceon GT
and holder of more than 20%
voting power in Alceon Group
Trust.
For personal use only
GOLP
Investments Pty
Ltd as trustee for
the GOLP Family
Trust, and the
company’s
controller Paul
Platus
Porapa Pty Ltd as
trustee for the
Porapa
Investment Trust,
and the
company’s
controller Morris
Symonds
Alan Alec Kindl
Alceon Group or
its nominee
James Adam Kindl
Alceon Group or
its nominee
1,902,661
1,721,761 Shares
1,721,761
1,721,761 Shares
1,721,761
1,039,754 Shares
1,039,754
David Alan Kindl
Alceon Group or
its nominee
Betty Kindl
Alceon Group or
its nominee
Various holders who have
accepted the Offer under NB
Bidco’s off-market takeover
bid dated 29 September 2014
NB Bidco
19,222,506 Shares
19,222,506
Alan Alec Kindl
Alceon Group or
its nominee
1,902,661 Shares
1,902,661
James Adam Kindl
Alceon Group or
its nominee
1,721,761 Shares
1,721,761
1,721,761 Shares
1,721,761
1,039,754 Shares
1,039,754
Deemed to have a relevant
interest in accordance with
section 608(3) of the
Corporations Act since it is a
1/3 shareholder of Alceon GT
and holder of more than 20%
voting power in Alceon Group
Trust.
David Alan Kindl
Alceon Group or
its nominee
Betty Kindl
Alceon Group or
its nominee
Various holders who have
accepted the Offer under NB
Bidco’s off-market takeover
bid dated 29 September 2014
NB Bidco
19,222,506 Shares
19,222,506
Alan Alec Kindl
Alceon Group or
its nominee
1,902,661 Shares
1,902,661
James Adam Kindl
Alceon Group or
its nominee
1,721,761 Shares
1,721,761
David Alan Kindl
Alceon Group or
its nominee
1,721,761 Shares
1,721,761
Betty Kindl
Alceon Group or
its nominee
1,039,754 Shares
1,039,754
Various holders who have
accepted the Offer under NB
Bidco’s off-market takeover
bid dated 29 September 2014
NB Bidco
19,222,506 Shares
19,222,506
Trevor
Loewensohn
PUL\PUL\43640050\6
Deemed to have a relevant
interest in accordance with
section 608(3) of the
Corporations Act since it is a
1/3 shareholder of Alceon GT
and holder of more than 20%
voting power in Alceon Group
Trust.
1,902,661 Shares
Trevor Loewensohn is an
associate of TFLT Pty Ltd,
GOLP Investments Pty Ltd and
Porapa Pty Ltd such that he
has voting power of 1/3 in
Alceon GT and more than 20%
in Alceon Group Trust and so
has voting power in Shares in
which each of those entities has
a relevant interest
604 GUIDE
5.
page 1/1 13 March 2000
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)
For personal use only
Not applicable
6.
Nature of association
Not applicable
Addresses
The addresses of persons named in this form are as follows:
Name
Address
NB Holdco Pty Ltd
C/- Alceon Group Pty Ltd
Level 16, 20 Hunter Street, Sydney NSW 2000
NB Bidco Pty Ltd
C/- Alceon Group Pty Ltd
Level 16, 20 Hunter Street, Sydney NSW 2000
Alceon Group Pty Ltd
C/- Alceon Group Pty Ltd
Level 16, 20 Hunter Street, Sydney NSW 2000
Alceon GT Pty Ltd
C/- Alceon Group Pty Ltd
Level 16, 20 Hunter Street, Sydney NSW 2000
TFLT Pty Ltd as trustee for the Loewensohn Family Account,
Susan Loewensohn and Trevor Loewensohn
C/- Alceon Group Pty Ltd
GOLP Investments Pty Ltd as trustee for the GOLP Family
Trust and Paul Platus
C/- Alceon Group Pty Ltd
Level 16, 20 Hunter Street, Sydney NSW 2000
Level 16, 20 Hunter Street, Sydney NSW 2000
Porapa Pty Ltd as trustee for the Porapa Investment Trust and C/- Alceon Group Pty Ltd
Morris Symonds
Level 16, 20 Hunter Street, Sydney NSW 2000
Trevor Loewensohn
C/- Alceon Group Pty Ltd
Level 16, 20 Hunter Street, Sydney NSW 2000
Signature
PUL\PUL\43640050\6
print name
sign here
RICHARD FACIONI
capacity
DIRECTOR
date
27/10/2014