Change in substantial holding from SOL
Released
Released
Announcement PDF
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme
RETAIL FOOD GROUP LIMITED (ASX: RFG)
ACN/ARSN
ACN 106 840 082
1. Details of substantial holder(1)
Name
WASHINGTON H. SOUL PATTINSON AND COMPANY LIMITED (Soul Patts) AND SUBSIDIARIES
ACN/ARSN (if applicable)
ACN 687 534 023
There was a change in the interests of the
substantial holder on
23/09/2025*
The previous notice was given to the company on
05/03/2025**
The previous notice was dated
05/03/2025**
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)
Previous notice **
Present notice *
Person’s votes
Voting power (5)
Person’s votes
Voting power (5)
Ordinary Shares
5,899,551
9.37%
5,899,551
9.37%
Total
5,899,551
9.37%
5,899,551
9.37%
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 are as follows:
Date of
change
23
September
2025
Person whose
relevant interest
changed
Soul Patts, Second
Services Company
Pty Ltd ACN 687
536 545 (Second
Services Company)
and WHSP Holdings
Ltd ACN 000 002
728 (WHSP
Holdings Ltd)***
Nature of change
(6)
Acquired
pursuant to a
scheme of
arrangement
implemented on
23 September
2025.
Consideration
given in relation to
change (7)
N/A
Class and number
of securities
affected
5,899,551
ORDINARY
SHARES
Person’s votes
affected
N/A
* Soul Patts has voting power in 100% of WHSP Holdings Ltd ACN 000 002 728 (formerly known as Washington H. Soul Pattinson and Company
Limited) (i.e. the former substantial holder of the company), acquired pursuant to a scheme of arrangement implemented on 23 September 2025.
** Previous substantial holder notice (Form 604) was of WHSP Holdings Ltd (formerly known as Washington H. Soul Pattinson and Company Limited)
on 5 March 2025.
*** Formerly known as Washington H. Soul Pattinson and Company Limited.
604
Page 2 of 2
15 July 2001
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
Soul Patts,
Second
Services
Company and
WHSP
Holdings Ltd
WHSP Holdings
Ltd
Person entitled
to be registered
as holder (8)
WHSP Holdings
Ltd
Nature of relevant
interest (6)
Relevant interest
pursuant to section
608(1)(a) and 608(1)(b)
of the Corporations Act
2001 (Cth)
Class and
number of
securities
Person’s
votes
5,899,551
ORDINARY
SHARES
9.37%
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
See list of subsidiaries of Soul Patts as disclosed in the "Controlled Entities" Note of the last Annual Report.
6. Addresses
The addresses of persons named in this form are as follows:
Name
Address
Soul Patts, WHSP Holdings Ltd, Second
Services Company and subsidiaries
Level 14, 151 Clarence Street, Sydney NSW 2000
Signature
print name
Pamela Longstaff
capacity
Company Secretary
date
25/09/2025
sign here
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.
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