Becoming a substantial holder from MS
Released
Released
Announcement PDF
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company Name/Scheme
TITOMIC LIMITED
ACN/ARSN
1.
…
602 793 644
Details of substantial holder (1)
Name
Morgan Stanley and its subsidiaries listed in Annexure A
ACN/ARSN (if applicable)
Not Applicable
The holder became a substantial holder on
May 26, 2025
The holder became aware on
May 28, 2025
2.
Details of 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 on the date the substantial holder became a substantial holder are as follows:
Class of securities (4)
Number of securities
Person’s votes (5)
Voting power (6)
Ordinary Shares
101,060,058
101,060,058
7.62%
Based on 1,325,758,397 Ordinary
Shares Outstanding
3.
Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a
substantial holder are as follows:
Holder of relevant interest
4.
Nature of relevant interest (7)
Class and number
of securities
Morgan Stanley & Co.
International plc
Holder of securities subject to an obligation to return under a prime brokerage 101,058,528 Ordinary
agreement.
Shares
Morgan Stanley Australia
Securities Limited
Holder of securities subject to an obligation to return under a prime brokerage
1,530 Ordinary Shares
agreement through an associate.
Each of the entities (as listed in
Annexure A) in the Morgan
Stanley group upstream of the
above entities
Each of the above entities is a body corporate that each upstream entity
controls and therefore has the relevant interests that the above entities
collectively have.
101,060,058 Ordinary
Shares(N.B.: Total of
the above direct
interest)
Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant interest
Registered holder of securities
Person entitled to be Class and number of
securities
registered as holder (8)
Morgan Stanley & Co. International plc
HSBC Custody Nominees (Australia)
Limited
Not Applicable
101,058,528 Ordinary
Shares
Morgan Stanley Australia Securities
Limited
Morgan Stanley Australia Securities
(Nominee) Pty Limited
Not Applicable
1,530 Ordinary Shares
1
5.
Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder
became a substantial holder is as follows:
Consideration (9)
Class and number interest
of securities
Holder of relevant interest
Date of acquisition
Morgan Stanley Australia Securities Limited
01/29/2025
158.64
Buy
661 Ordinary Shares
Morgan Stanley Australia Securities Limited
01/29/2025
1,801.20
Buy
7,505 Ordinary Shares
Morgan Stanley Australia Securities Limited
01/30/2025
6,451.00
Buy
25,804 Ordinary Shares
Morgan Stanley Australia Securities Limited
01/30/2025
757.92
Buy
3,158 Ordinary Shares
Morgan Stanley Australia Securities Limited
01/31/2025
116.09
Buy
494 Ordinary Shares
Morgan Stanley Australia Securities Limited
01/31/2025
449.32
Buy
1,912 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/03/2025
1,759.05
Buy
7,818 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/03/2025
4,036.73
Buy
17,941 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/04/2025
20,739.84
Buy
86,416 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/04/2025
692.64
Buy
2,886 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/05/2025
2,858.50
Buy
11,434 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/07/2025
1,877.01
Buy
6,586 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/10/2025
584.06
Buy
2,014 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/11/2025
617.68
Buy
2,206 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/13/2025
683.76
Buy
2,442 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/20/2025
579.50
Buy
2,318 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/20/2025
4,055.98
Buy
16,555 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/21/2025
656.76
Buy
2,526 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/24/2025
563.75
Buy
2,255 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/25/2025
548.56
Buy
2,239 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/26/2025
535.68
Buy
2,232 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/27/2025
556.67
Buy
2,183 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/28/2025
581.14
Buy
2,372 Ordinary Shares
Morgan Stanley Australia Securities Limited
02/28/2025
490.32
Buy
2,043 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/03/2025
503.14
Buy
2,141 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/04/2025
495.45
Buy
2,202 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/04/2025
4,820.73
Buy
22,422 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/04/2025
679.58
Buy
3,089 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/05/2025
541.20
Buy
2,460 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/06/2025
591.12
Buy
2,463 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/06/2025
7,890.24
Buy
32,876 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/07/2025
481.44
Buy
2,006 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/10/2025
461.78
Buy
1,965 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/10/2025
1,247.62
Buy
5,309 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/11/2025
4,755.66
Buy
22,646 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/11/2025
364.53
Buy
1,676 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/12/2025
434.60
Buy
2,120 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/13/2025
458.48
Buy
2,084 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/13/2025
7,187.18
Buy
32,669 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/14/2025
457.68
Buy
1,907 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/18/2025
398.32
Buy
1,532 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/20/2025
379.60
Buy
1,460 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/20/2025
2,663.99
Buy
10,447 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/21/2025
6,110.90
Buy
23,060 Ordinary Shares
Cash
Non-cash
2
Morgan Stanley Australia Securities Limited
03/21/2025
6,246.76
Buy
24,026 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/21/2025
385.31
Buy
1,454 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/24/2025
369.24
Buy
1,448 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/26/2025
5,780.16
Buy
21,408 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/26/2025
2,226.15
Buy
8,730 Ordinary Shares
Morgan Stanley Australia Securities Limited
03/26/2025
3,867.41
Buy
14,594 Ordinary Shares
Morgan Stanley & Co. International plc
03/26/2025
N/A
Collateral Received
49,715,939 Ordinary Shares
Morgan Stanley & Co. International plc
03/27/2025
N/A
Collateral Received
19,605,924 Ordinary Shares
Morgan Stanley & Co. International plc
04/01/2025
N/A
Collateral Received
2,499,978 Ordinary Shares
Morgan Stanley Australia Securities Limited
04/08/2025
499.40
Buy
2,561 Ordinary Shares
Morgan Stanley Australia Securities Limited
04/09/2025
8,303.31
Buy
48,843 Ordinary Shares
Morgan Stanley & Co. International plc
04/09/2025
N/A
Collateral Received
914,975 Ordinary Shares
Morgan Stanley Australia Securities Limited
04/10/2025
39,000.00
Buy
200,000 Ordinary Shares
Morgan Stanley Australia Securities Limited
04/10/2025
561.30
Buy
2,842 Ordinary Shares
Morgan Stanley & Co. International plc
04/10/2025
N/A
Collateral Received
968,066 Ordinary Shares
Morgan Stanley Australia Securities Limited
04/14/2025
491.40
Buy
2,457 Ordinary Shares
Morgan Stanley & Co. International plc
04/16/2025
N/A
Collateral Received
36,960,452 Ordinary Shares
Morgan Stanley & Co. International plc
04/17/2025
N/A
Collateral Received
26,261,821 Ordinary Shares
Morgan Stanley & Co. International plc
04/21/2025
N/A
Collateral Received
35,523 Ordinary Shares
Morgan Stanley & Co. International plc
04/22/2025
N/A
Collateral Received
39,663,999 Ordinary Shares
Morgan Stanley Australia Securities Limited
04/24/2025
278.07
Buy
1,196 Ordinary Shares
Morgan Stanley & Co. International plc
04/24/2025
N/A
Borrow
53,397 Ordinary Shares
Morgan Stanley & Co. International plc
04/28/2025
N/A
Borrow
72,467 Ordinary Shares
Morgan Stanley & Co. International plc
04/29/2025
N/A
Collateral Received
1,860,389 Ordinary Shares
Morgan Stanley & Co. International plc
04/29/2025
N/A
Borrow
67,282 Ordinary Shares
Morgan Stanley & Co. International plc
04/30/2025
N/A
Borrow
68,234 Ordinary Shares
Morgan Stanley & Co. International plc
05/01/2025
N/A
Borrow
43,513 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/05/2025
8,058.05
Buy
32,890 Ordinary Shares
Morgan Stanley & Co. International plc
05/05/2025
N/A
Borrow
67,995 Ordinary Shares
Morgan Stanley & Co. International plc
05/06/2025
N/A
Borrow
7,629 Ordinary Shares
Morgan Stanley & Co. International plc
05/07/2025
N/A
Borrow
67,352 Ordinary Shares
Morgan Stanley & Co. International plc
05/08/2025
N/A
Collateral Received
2,060,627 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/13/2025
395.40
Buy
1,451 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/13/2025
45.90
Buy
170 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/14/2025
1,786.37
Buy
6,678 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/14/2025
295.66
Buy
1,085 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/14/2025
198.28
Buy
721 Ordinary Shares
Morgan Stanley & Co. International plc
05/14/2025
N/A
Collateral Received
49,715,939 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/15/2025
8.58
Buy
33 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/15/2025
82.15
Buy
310 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/15/2025
1.35
Buy
5 Ordinary Shares
Morgan Stanley & Co. International plc
05/15/2025
N/A
Collateral Received
49,715,939 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/16/2025
11,309.40
Buy
37,698 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/16/2025
2,360.00
Buy
8,000 Ordinary Shares
Morgan Stanley & Co. International plc
05/16/2025
N/A
Collateral Received
1,000,309 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/20/2025
4,697.61
Buy
15,402 Ordinary Shares
Morgan Stanley & Co. International plc
05/20/2025
N/A
Collateral Received
49,715,939 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/21/2025
267.75
Buy
900 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/21/2025
17.10
Buy
57 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/22/2025
459.00
Buy
1,530 Ordinary Shares
3
6.
Morgan Stanley Australia Securities Limited
05/23/2025
1,523.37
Buy
5,253 Ordinary Shares
Morgan Stanley Australia Securities Limited
05/23/2025
5,189.35
Buy
17,591 Ordinary Shares
Morgan Stanley & Co. International plc
05/23/2025
N/A
Collateral Received
49,715,939 Ordinary Shares
Morgan Stanley & Co. International plc
05/26/2025
N/A
Collateral Received
49,715,939 Ordinary Shares
Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN (if applicable)
7.
Nature of association
Morgan Stanley & Co. International plc
Is a body corporate controlled by each upstream entity as listed in Annexure A
Morgan Stanley Australia Securities Limited
Is a body corporate controlled by each upstream entity as listed in Annexure A
Addresses
The addresses of persons named in this form are as follows:
Name
Address
Morgan Stanley
1585 Broadway, New York, New York, 10036, USA.
Morgan Stanley & Co. International plc
Legal & Compliance Department, 25 Cabot Square, Canary Wharf, London, E14 4QA,
UNITED KINGDOM.
Morgan Stanley Australia Securities Limited
Level 39, Chifley Tower, 2 Chifley Square, Sydney, 2000, AUSTRALIA.
Signature
print name
Ashish Koltharkar
sign here
4
capacity
Vice President
date
May 29, 2025
Annexure A
List of Morgan Stanley and its subsidiaries that have a relevant interest or deemed to have a relevant interest in the shares or units stated in Section 3.
Name
└─┬─Morgan Stanley
└─┬─Morgan Stanley International Holdings Inc.
├─┬─Morgan Stanley (Australia) Securities Holdings Pty Limited
│ └───Morgan Stanley Australia Securities Limited
└─┬─Morgan Stanley International Limited
└─┬─Morgan Stanley Investments (UK)
└───Morgan Stanley & Co. International plc
Signature
print name
Ashish Koltharkar
sign here
5
capacity
Vice President
date
May 29, 2025
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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a
relevant interest in.
(6)
The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7)
Include details of:
(a)
any relevant agreement or other circumstances by which the relevant interest was acquired. 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.
(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)
Details of the consideration must include any and all benefits, moneys 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.
6
GUIDE
This guide does not form part of the prescribed form
and is included by ASIC to assist you in completing and
lodging form 603.
Signature
This form must be signed by either a director or a secretary of the substantial holder.
Nil
Lodging period
Lodging Fee
Nil
Other forms to be
completed
Nil
Additional information
(a)
If additional space is required to complete a question, the information may be included on a separate piece of
paper annexed to the form.
(b)
This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme.
A copy of this notice must also be given to each relevant securities exchange.
(c)
The person must give a copy of this notice:
Annexures
(i)
within 2 business days after they become aware of the information; or
(ii)
by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the
information if:
(A)
a takeover bid is made for voting shares in the company or voting interests in the scheme; and
(B)
the person becomes aware of the information during the bid period.
To make any annexure conform to the regulations, you must
1
use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
2
show the corporation name and ACN or ARBN
3
number the pages consecutively
4
print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
5
identify the annexure with a mark such as A, B, C, etc
6
endorse the annexure with the words:
This is annexure (mark) of (number) pages referred to in form (form number and title)
7
sign and date the annexure.
The annexure must be signed by the same person(s) who signed the form.
Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.
7
Annexure B:
This is Annexure B referred to in the Form 603: Notice of becoming a substantial holder issued by Morgan Stanley and its subsidiaries.
The following is description of the securities lending agreements referenced in the accompanying Form 603.
Schedule
Type of Agreement
Parties to agreement
Transfer Date
Holder of Voting Rights
Are there any restrictions on voting rights?
If yes, detail Not applicable
Scheduled Return Date (if any)
International Prime Brokerage Agreement
Morgan Stanley & Co. International plc for itself and as agent and
trustee for and on behalf of the other Morgan Stanley Companies and
MAYBANK SECURITIES PTE. LTD.
20250526;
Prime broker has the right to vote securities rehypothecated from the
Client.
Yes/No
Open
Does the borrower have the right to return early?
Yes/No
If yes, detail Prime broker may return shares which were rehypothecated from the client at any time.
Does the lender have the right to recall early?
Yes/No
If yes, detail Prime broker will be required to return to the client shares rehypothecated from the client's account upon a sale of those shares
by the client.
Will the securities be returned on settlement?
Yes/No
If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined
and on the basis of the amounts so established, an account shall be taken of what is due from each party to the other. The amounts due from
one party shall be set off against the amounts due from the other party and only the balance of the account shall be payable.
Schedule
Type of Agreement
Parties to agreement
Transfer Date
Holder of Voting Rights
Are there any restrictions on voting rights?
If yes, detail Not applicable
Scheduled Return Date (if any)
International Prime Brokerage Agreement
Morgan Stanley & Co. International plc for itself and as agent and
trustee for and on behalf of the other Morgan Stanley Companies and
Regal Funds Management Pty Limited as trustee for Regal partners
private fund
20250526;
Prime broker has the right to vote securities rehypothecated from the
Client.
Yes/No
Open
Does the borrower have the right to return early?
Yes/No
If yes, detail Prime broker may return shares which were rehypothecated from the client at any time.
Does the lender have the right to recall early?
Yes/No
If yes, detail Prime broker will be required to return to the client shares rehypothecated from the client's account upon a sale of those shares
by the client.
Will the securities be returned on settlement?
Yes/No
If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined
and on the basis of the amounts so established, an account shall be taken of what is due from each party to the other. The amounts due from
one party shall be set off against the amounts due from the other party and only the balance of the account shall be payable.
Schedule
Type of Agreement
Parties to agreement
Transfer Date
Holder of Voting Rights
Are there any restrictions on voting rights?
If yes, detail Not applicable
Scheduled Return Date (if any)
International Prime Brokerage Agreement
Morgan Stanley & Co. International plc for itself and as agent and
trustee for and on behalf of the other Morgan Stanley Companies and
EQUITY TRUSTEES LIMITED AS RESPONSIBLE ENTITY FOR REGAL
INVESTMENT FUND
20250526;
Prime broker has the right to vote securities rehypothecated from the
Client.
Yes/No
Open
Does the borrower have the right to return early?
Yes/No
If yes, detail Prime broker may return shares which were rehypothecated from the client at any time.
Does the lender have the right to recall early?
Yes/No
If yes, detail Prime broker will be required to return to the client shares rehypothecated from the client's account upon a sale of those shares
by the client.
Will the securities be returned on settlement?
Yes/No
If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined
and on the basis of the amounts so established, an account shall be taken of what is due from each party to the other. The amounts due from
one party shall be set off against the amounts due from the other party and only the balance of the account shall be payable.
Schedule
Type of Agreement
Parties to agreement
Transfer Date
Holder of Voting Rights
Are there any restrictions on voting rights?
If yes, detail Not applicable
Scheduled Return Date (if any)
International Prime Brokerage Agreement
Morgan Stanley & Co. International plc for itself and as agent and
trustee for and on behalf of the other Morgan Stanley Companies and
Regal Funds Management Pty Ltd as trustee for Regal Australian
Active Extension Trust
20250526;
Prime broker has the right to vote securities rehypothecated from the
Client.
Yes/No
Open
Does the borrower have the right to return early?
Yes/No
If yes, detail Prime broker may return shares which were rehypothecated from the client at any time.
Does the lender have the right to recall early?
Yes/No
If yes, detail Prime broker will be required to return to the client shares rehypothecated from the client's account upon a sale of those shares
by the client.
Will the securities be returned on settlement?
Yes/No
If yes, detail any exceptions Upon an Event of Default, the default market value of all Equivalent Securities to be delivered will be determined
and on the basis of the amounts so established, an account shall be taken of what is due from each party to the other. The amounts due from
one party shall be set off against the amounts due from the other party and only the balance of the account shall be payable.
The above schedules are based on the relevant standard agreements. The entity filing the report will, if requested by the company or
responsible entity to whom the prescribed form must be given or ASIC, give a copy of the agreement to the company, responsible
entity or ASIC.
Signature
print name Ashish Koltharkar
sign here
capacity
Vice President
date
May 29, 2025
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