Clime Private Limited

On 3rd November 2016, Clime Investment Management Limited (Clime) undertook the separation of its shareholding in Jasco Holdings Limited via a new subsidiary company Clime Private Limited (Clime Private). Shares in Clime Private were then distributed to shareholders of Clime through the “Demerger”, which simplified Clime’s structure and provided potential to unlock shareholder value.

Clime distributed all of the shares in Clime Private on 11th November 2016 by effecting an equal reduction of Clime’s share capital on the basis of 1 Clime Private Share for every 1 Clime Share held. Clime Private operates as an unlisted public company.

If you require further information please contact our company secretary via companysecretary@clime.com.au

Structure of Clime Private

Clime Private Limited (Clime Private) was incorporated as a public company on 5th August 2016, ACN 614 090 309.

Clime Private was incorporated with the same number of shares as Clime then had on issue so that Shareholders would receive 1 Clime Private Share for each 1 Clime Share they held at the record date.

Clime Private is an investment vehicle whose sole purpose is to hold shares in Jasco Holdings Limited. Clime Private’s only income is by way of distributions from Jasco Holdings Limited and its principal costs include regulatory costs such as annual ASIC filing fees, audit fees and shareholder registry and communication costs. The directors waive the payment of directors fees.

Clime Private, as a public company will be audited each year at 30 June and audited accounts will be distributed to shareholders. In addition the Board will communicate half year results and other important events to shareholders.

How to Buy or Sell Shares
on the Low Volume Market

The process for trading Clime Private Limited shares is outlined below.

  1. Review the Low Volume Market Introduction and Important Notices.
  2. Review the current Register of Sellers and Buyers and Recent Transactions.
  3. Register Your Interest to buy or sell Clime Private Limited shares.
  4. If you are a Buyer or a Seller, you may request that Clime Private Limited provides you with any details of any Seller or of any Buyer. To request this information contact the Company Secretary.
  5. Complete the transaction by completing a Standard Transfer Form and return it to the Registry.

The matching, negotiation and execution of any transaction that occurs will take place between the Buyer and Seller without any involvement from Clime Private Limited. Settled transactions will be processed by Clime Private Limited ‘s share registry, Boardroom Pty Limited (Registry). Once the transaction has been processed by the Registry, the Company Secretary will then update the register of sellers and buyers.

  • To see the Register of Buyers and sellers on the Low Volume Market
  • To Register Your Interest in Buying or Selling Clime Private Limited shares on the Low Volume Market.

The Registry’s details

Boardroom Pty Limited
GPO Box 3993, Sydney, NSW 2001
Telephone: 1300 737760
Facsimile: (02) 9287 0303

Email via the form on this page: https://www.boardroomlimited.com.au/corp/contact-us
Website: www.boardroomlimited.com.au

If you have any queries about this process, please contact our Company Secretary at the address below.

The Company Secretary

Clime Private Limited
PO Box H90 
Australia Square, NSW 1215 
Telephone: (02) 8917 2130
Fax: (02) 8917 2155
Email: companysecretary@clime.com.au

Low Volume
Market Introduction

Clime Private Limited (Clime Private) is an unlisted public company and disclosing entity. Clime Private’s shares are not listed on any licensed market or exchange, including the Australian Securities Exchange (ASX). In order to provide shareholders with some liquidity for their shares, Clime Private has received approval from the Australian Securities and Investments Commission (ASIC) to operate a low volume financial market under an exemption provided by section 791C of the Corporations Act 2001 and in accordance with the Corporations (Low Value Financial Markets) Instruments 2016/888. It is important to note the following:

  • The market is covered by an exemption under section 791C of the Corporations Act 2001;
  • Clime Private is not licensed under Part 7.2 of the Corporations Act 2001; and
  • Clime Private is not subject to the legal obligations that apply to the operator of a licensed market, including the requirement, to the extent that it is reasonably practicable to do so, to do all things necessary to ensure that the market is a fair, orderly and transparent market.

General Rules

Clime Private will record the aggregate total volume and value of transactions conducted on the market to ensure that no more than 100 (one hundred) completed transactions with a total value (measured by sale price) of not more than $1,500,000 (one million, five hundred thousand dollars), are entered into during any 12 month period. Therefore, if a transaction would cause either the total volume or value of all transactions entered into in any 12-month period to exceed either of those limits, Clime Private may not approve the transaction or suspend the market to the start of the subsequent 12 month period. In such a case interested Sellers and Buyers would have the option of either waiting for the next 12 month period to commence or find a counter party themselves (i.e. a party that is not on the Register).

All share transactions are to comply with Clime Private’s constitution. The matching, negotiation and execution of any transaction that occurs will take place between the Buyer and Seller without any involvement from Clime Private. Settled transactions will be processed by Clime Private‘s share registry, Boardroom Pty Limited (Registry). Once the transaction has been processed by the Registry, the Company Secretary will then update the register of sellers and buyers.

Important Notices Relating to the Low Volume Market

Pricing

Clime Private Limited (Clime Private) has no role in the negotiation and pricing of any trade under the Low Volume Market. Before completing your trade, you should check this section for any recently added information.

Tax Consequences

Clime Private is unable to provide you with any advice in relation to the potential tax consequences of any sale as each shareholder’s circumstance are different. You should obtain your own taxation, financial and investment advice in relation to the consequences of any sale before entering into any transaction to sell or buy Clime Private shares.

Removing yourself from the Low Volume Market Register or changing your price or volume

You can request that your details be amended or removed from the Register by contacting the Company Secretary.

Finding a Buyer or Seller Outside of the Low Volume Market

The low volume market provides you with one way to potentially locate a buyer or seller of Clime Private shares. You may find your own buyer for your shares outside of the market.

Confirming that the Seller is the True Owner of Shares they are Selling

Each Clime Private shareholder is issued with a holding statement for their Clime Private shares. You may also inspect the register of members for Clime Private at its share registry to confirm the seller is the registered holder of the shares.

Clime Private takes no responsibility for and has no liability to any buyer who does not receive good title to any Clime Private shares they have paid for.

Cost of share sale

Clime Private will not charge any fees to the Seller or the Buyer.

A transfer fee of $33 inclusive of GST is payable to Boardroom by either the buyer or seller (negotiated by the buyer and seller) for processing off market transfer form. Transfer form will require an attached cheque payable to Boardroom Pty Ltd, accompanied with certified copies of identity documents as outlined on the Standard Transfer Form.

Register of interest (buyers and Sellers) on the Low Volume Market

A full list of Buyers and Sellers (including the number of shares and desired trading price) is provided below. To Register Your Interest in buying or selling Clime Private Limited shares on the Low Volume Market.

BidsAsks
Offers to PurchaseOffers for Sale
IdentificationVolumePrice (Dollars)VolumePrice (Dollars)Identification
Buyer #1 15,000 0.1154,600 0.130Seller #1
Buyer #2 59,712 0.11015,000 0.140Seller #2
Buyer #3 570,000 0.105 7,500 0.150Seller #3
Buyer #4 570,000 0.1053,742 0.155Seller #4
Buyer #5 162,755 0.102 7,500 0.160Seller #5
Buyer #6 300,000 0.10035,000 0.250Seller #6
Buyer #7 200,000 0.100 10,000 0.300Seller #7
Buyer #8 2,000,000 0.080
Buyer #9 10,000,0000.020
Total13,877,46783,342
Register Your interest for the low volume market

To register your interest in trading Clime Private Limited (Clime Private) shares, please follow the process outlined below.

If you have any queries about this process, please contact our Company Secretary at the address below.

The Company Secretary

Clime Private Limited
PO Box H90, Australia Square, NSW, 1215
Telephone: 02 8917 2100
email: companysecretary@clime.com.au

Reports and Publications

Shareholder Announcements