TIDM88E
RNS Number : 8714H
88 Energy Limited
16 March 2018
88 Energy Limited
Notice of Annual General Meeting
88 Energy Limited (ASX: 88E) ("88 Energy" or the "Company")
announces that on 16 March 2018 a notice of annual general meeting
of the Company (the "AGM") was lodged to convene the AGM, which is
scheduled to take place at 10:00 a.m. (WST) on 18 April 2018 at the
Celtic Club, 48 Ord Street, West Perth WA 6005.
Full details of the AGM and the resolutions to be approved are
set out below.
Media and Investor Relations:
88 Energy Ltd
Dave Wall, Managing Director Tel: +61 8 9485 0990
Email: admin@88energy.com
Finlay Thomson, Investor Relations Tel: +44 7976 248471
Hartleys Ltd
Dale Bryan Tel: + 61 8 9268 2829
Cenkos Securities Tel: + 44 131 220 6939
Neil McDonald/Derrick Lee
88 energy Limited
ACN 072 964 179
NOTICE OF ANNUAL GENERAL MEETING
TIME: 10:00am (WST)
DATE: 18 April 2018
PLACE: Celtic Club
48 Ord Street
West Perth WA 6005
This Notice of Meeting should be read in its
entirety. If Shareholders are in doubt as to
how they should vote, they should seek advice
from their professional advisers prior to voting.
Should you wish to discuss the matters in this
Notice of Meeting please do not hesitate to
contact the Company Secretary on +61 8 9485
0990.
---------------------------------------------------
1.
CONTENTS
Business of the Meeting (setting out the proposed Resolutions)
4
Explanatory Statement (explaining the proposed Resolutions)
8
Glossary 16
Schedule 1 - Issues of Equity Securities since 18 April 2017
19
Schedule 2 - Summary of Incentive Option Scheme 22
Proxy Form
important information
Time and place of Meeting
Notice is given that the Annual General Meeting of the Company
will be held at 10:00am on 18 April 2018 at:
Celtic Club, 48 Ord Street, West Perth, WA 6005
Your vote is important
The business of the Meeting affects your shareholding and your
vote is important.
Voting eligibility
The Directors have determined pursuant to Regulation 7.11.37 of
the Corporations Regulations 2001 (Cth) that the persons eligible
to vote at the Meeting are those who are registered Shareholders at
5:00pm (WST) on 16 April 2018.
DI Holders may attend the Meeting but will not be permitted to
vote at the Meeting. For their votes to be counted DI Holders must
submit their CREST Voting Instruction to the Company's agent by
10am (GMT) on 12 April 2018. Alternatively DI Holders can vote
using the enclosed Form of Instruction in accordance with the
instructions below.
Voting in person
If you do not wish to attend the meeting, you may appoint a
proxy to attend and vote on your behalf. A body corporate may also
appoint a proxy. A proxy need not be a shareholder. If a
representative of a corporate proxy is to attend the meeting, you
must ensure that the appointment of the representative is in
accordance with section 250D of the Corporations Act. The corporate
representative should bring to the meeting evidence of his or her
appointment, including any authority under which the appointment is
signed. A form of the certificate may be obtained from the
Company's share registry.
If you are entitled to cast 2 or more votes, you are entitled to
appoint up to 2 proxies to attend the meeting and vote on your
behalf and may specify the proportion or number of votes that each
proxy is entitled to exercise. If you do not specify the proportion
or number of votes that each proxy is entitled to exercise, each
proxy may exercise half of the votes. If you wish to appoint a
second proxy, an additional proxy form may be obtained by
telephoning the Company's share registry or you may copy the
enclosed proxy form. To appoint a second proxy, you must follow the
instructions on the proxy form.
Sections 250BB and 250BC of the Corporations Act took effect on
1 August 2011 and apply to voting by proxy. Shareholders and their
proxies should be aware of these changes to the Corporations Act,
as they will apply to this meeting. Broadly, the changes mean
that:
-- if proxy holders vote, they must cast all directed proxies as directed; and
-- any directed proxies which are not voted will automatically
default to the chairman of the meeting, who must vote the proxies
as directed.
If the proxy has two or more appointments that specify different
ways to vote on a resolution, the proxy must not vote on that
resolution on a show of hands.
To be valid, your proxy form (and any power of attorney under
which it is signed) must be received at an address given below by
10:00am (WST) on 16 April 2018. Any proxy form received after that
time will not be valid for the scheduled meeting.
Online At www.investorvote.com.au
By mail Share Registry - Computershare Investor Services Pty
Limited, GPO Box 242, Melbourne Victoria 3001, Australia
By fax 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
By mobile Scan the QR Code on your proxy form and follow the prompts
Custodian For Intermediary Online subscribers only (custodians) please visit
Voting www.intermediaryonline.com to submit your voting intentions
A shareholder that is an individual may attend and vote in
person at the meeting. If you wish to attend the meeting, please
bring the enclosed proxy form to the meeting to assist in
registering your attendance and number of votes. Please arrive 20
minutes prior to the start of the meeting to facilitate this
registration process.
Voting by proxy
United Kingdom (CREST Voting Instruction)
DI Holders in CREST may transmit voting instructions by
utilising the CREST voting service in accordance with the
procedures described in the CREST Manual. CREST personal members or
other CREST sponsored members, and those CREST members who have
appointed a voting service provider, should refer to their CREST
sponsor or voting service provider, who will be able to take
appropriate action on their behalf.
In order for instructions made using the CREST voting service to
be valid, the appropriate CREST message (CREST Voting Instruction)
must be properly authenticated in accordance with Euroclear's
specifications and must contain the information required for such
instructions, as described in the CREST Manual (available via
www.euroclear.com/CREST).
To be effective, the CREST Voting Instruction must be
transmitted so as to be received by the Company's agent (3RA50) no
later than 10am (GMT) on 12 April 2018. For this purpose, the time
of receipt will be taken to be the time (as determined by the
timestamp applied to the CREST Voting Instruction by the CREST
applications host) from which the Company's agent is able to
retrieve the CREST Voting Instruction by enquiry to CREST in the
manner prescribed by CREST. DI Holders in CREST and, where
applicable, their CREST sponsors or voting service providers should
note that Euroclear does not make available special procedures in
CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the transmission of
CREST Voting Instructions. It is the responsibility of the DI
Holder concerned to take (or, if the DI Holder is a CREST personal
member or sponsored member or has appointed a voting service
provider, to procure that the CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure that a
CREST Voting Instruction is transmitted by means of the CREST
voting service by any particular time.
In this connection, DI Holders and, where applicable, their
CREST sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
Form of Instruction
DI Holders are invited to attend the Meeting but are not
entitled to vote at the Meeting. In order to have votes cast at the
Meeting on their behalf, DI Holders must complete, sign and return
the Forms of Instruction sent to them together with this Notice to
the Company's agent, Computershare UK, by no later than 10am (GMT)
on 12 April 2018.
business of the meeting
AGA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the
Company for the financial year ended 31 December 2017 together with
the declaration of the Directors, the Directors' report, the
Remuneration Report, and the Auditor's report.
2. Resolution 1 - ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as a non-binding
resolution:
"That, for the purposes of Section 250R(2) of the Corporations
Act, and for all other purposes, the Remuneration Report forming
part of the Company's 2017 Annual Report be and is hereby
adopted."
Note: the vote on this Resolution is advisory only and does not
bind the Directors or the Company.
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by
or on behalf of either of the following persons:
(a) a member of the Key Management Personnel, details of whose
remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on
this Resolution as a proxy if the vote is not cast on behalf of a
person described above and either:
(c) the voter is appointed as a proxy by writing that specifies
the way the proxy is to vote on this Resolution; or
(d) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
3. Resolution 2 - RE-ELECTION OF MR MICHAEL EVANS AS A DIRECTOR
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, Mr Michael Evans, being a Director of the Company, who
retires by rotation in accordance with Rule 11.2 of the Company's
Constitution and being eligible for re-election, be hereby
re-elected as a Director of the Company, with effect from the close
of the meeting."
4. Resolution 3 - APPROVAL OF 10% PLACEMENT CAPACITY
To consider and, if thought fit, to pass the following
Resolution as a special resolution:
"That, for the purposes of Listing Rule 7.1A and for all other
purposes, approval is given for the issue of Equity Securities
totalling up to 10% of the issued capital of the Company at the
time of issue, calculated in accordance with the formula prescribed
in Listing Rule 7.1A.2 and on the terms and conditions set out in
the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in
favour of this Resolution by or on behalf of any person who is
expected to participate, or who will obtain a material benefit as a
result of, the proposed issue of Equity Securities under this
Resolution except a benefit solely in the capacity of a holder of
ordinary securities, and any associates of those persons. However,
the Company will not disregard a vote if it is cast by a person as
a proxy for a person who is entitled to vote, in accordance with
the directions on the Proxy Form, or, it is cast by the person
chairing the meeting as proxy for a person who is entitled to vote,
in accordance with a direction on the Proxy Form to vote as the
proxy decides.
5. Resolution 4 - RE-APPROVAL OF INCENTIVE OPTION SCHEME
To consider and, if thought fit, to pass, with or without
amendment, the following Resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.2 (Exception 9) and
for all other purposes, approval is given to re-adopt an employee
incentive scheme, being the Company's Incentive Option Scheme, and
to issue securities under that scheme, on the terms and conditions
summarised in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in
favour of this Resolution by a Director (except one who is
ineligible to participate in any employee incentive scheme in
relation to the Company) and any associate of that person. However,
the Company need not disregard a vote if it is cast by a person as
proxy for a person who is entitled to vote, in accordance with the
directions on the proxy form, or it is cast by the person chairing
the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the proxy form to vote as the proxy
decides.
Voting Prohibition Statement: A person appointed as a proxy must
not vote, on the basis of that appointment, on this Resolution
if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise
the proxy even though this Resolution is connected directly or
indirectly with remuneration of a member of the Key Management
Personnel.
6. Resolution 5 - conditional spill resolution
If less than 25% of the votes cast on Resolution 1 are voted
against adoption of the Remuneration Report, the Chair will
withdraw Resolution 5.
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of section 250V(1) of the Corporations
Act and for all other purposes, approval is given for:
(a) an extraordinary general meeting of the Company (the Spill
Meeting) to be held within 90 days of the passing of this
resolution;
(b) all of the Directors (other than the Managing Director) in
office when the resolution to approve the Directors' Report for the
financial year ended 31 December 2016 was passed (being Michael
Evans, Brent Villemarette and Stephen Staley) and who remain in
office at the time of the Spill Meeting, cease to hold office
immediately before the end of the Spill Meeting; and
(c) resolutions to appoint persons to offices that will be
vacated immediately before the end of the Spill Meeting to be put
to the vote at the Spill Meeting."
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by
or on behalf of any of the following persons:
(a) a member of the Key Management Personnel, details of whose
remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on
this Resolution as a proxy if the vote is not cast on behalf of a
person described above and either:
(c) the voter is appointed as a proxy by writing that specifies
the way the proxy is to vote on this Resolution; or
(d) the voter is the Chair and the appointment of the Chair as proxy:
(iii) does not specify the way the proxy is to vote on this Resolution; and
(iv) expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
Dated: 15 March 2018
By order of the Board
David Wall
Director
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide
information which the Directors believe to be material to
Shareholders in deciding whether or not to pass the
Resolutions.
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Constitution, the business of the Annual
General Meeting will include receipt and consideration of the
annual financial report of the Company for the period from 1
January 2017 to 31 December 2017 together with the Directors'
Declaration, the Directors' Report, the Remuneration Report and the
Auditor's Report.
The Company will not provide a hard copy of the Company's annual
financial report to Shareholders unless specifically requested to
do so. The Company's annual financial report is available on its
website www.88energy.com or on the ASX platform for "88E"
www.asx.com.au.
2. Resolution 1 - ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company's annual
general meeting, a resolution that the remuneration report be
adopted must be put to the shareholders. However, such a resolution
is advisory only and does not bind the company or the directors of
the company.
The remuneration report sets out the company's remuneration
arrangements for the directors and senior management of the
company. The remuneration report is part of the directors' report
contained in the annual financial report of the company for a
financial year.
The chair of the meeting must allow a reasonable opportunity for
its shareholders to ask questions about or make comments on the
remuneration report at the annual general meeting.
2.2 Voting consequences
Under changes to the Corporations Act which came into effect on
1 July 2011, a company is required to put to its shareholders a
resolution proposing the calling of another meeting of shareholders
to consider the appointment of directors of the company (Spill
Resolution) if, at consecutive annual general meetings, at least
25% of the votes cast on a remuneration report resolution are voted
against adoption of the remuneration report and at the first of
those annual general meetings a Spill Resolution was not put to
vote. If required, the Spill Resolution must be put to vote at the
second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill
Resolution, the company must convene a shareholder meeting (Spill
Meeting) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the
directors' report (as included in the company's annual financial
report for the most recent financial year) was approved, other than
the managing director of the company, will cease to hold office
immediately before the end of the Spill Meeting but may stand for
re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or
re-election as directors of the company is approved will be the
directors of the company.
2.3 Previous voting results
At the Company's previous annual general meeting the votes cast
against the remuneration report considered at that annual general
meeting were more than 25%. Accordingly, the Spill Resolution has
been included for this Annual General Meeting and will be relevant
for this Annual General Meeting if at least 25% of the votes cast
on this Resolution 1 are voted against adoption of the Remuneration
Report. Refer to Resolution 5 and Section 6 for further
information.
2.4 Proxy voting restrictions
Shareholders appointing a proxy for this Resolution should note
the following:
Key Management Vote as Unable to vote(3)
Personnel(1) directed
--------------- ---------- ------------------
Chair(2) Vote as Able to vote at
directed discretion of
Proxy(4)
--------------- ---------- ------------------
Other Vote as Able to vote at
directed discretion of
Proxy
--------------- ---------- ------------------
Notes:
(1) Refers to Key Management Personnel (other than the Chair)
whose remuneration details are included in the Remuneration Report,
or a Closely Related Party of such a member.
(2) Refers to the Chair (where he/she is also a member of the
Key Management Personnel whose remuneration details are included in
the Remuneration Report), or a Closely Related Party of such a
member).
(3) Undirected proxies granted to these persons will not be
voted and will not be counted in calculating the required majority
if a poll is called on this Resolution.
(4) The Proxy Form notes it is the Chair's intention to vote all
undirected proxies in favour of all Resolutions.
3. Resolution 2 - RE-ELECTION OF MICHAEL EVANS AS A DIRECTOR
3.1 Background
ASX Listing Rule 14.4 provides that a director of an entity must
not hold office (without re-election) past the third AGM following
the director's appointment or 3 year, whichever is the longer.
The Constitution of the Company requires that one third of the
Directors in office (other than a Managing Director) must retire by
rotation at each annual general meeting of the Company.
Mr Evans, who has served as a Director since 9 April 2014, and
was last re-elected on 24 April 2015, retires by rotation and seeks
re-election.
Mr Evans is a highly experienced mining and resource industry
executive based in Perth who has extensive executive and board
level experience with publicly listed companies in the natural
resources sector.
Mr Evans was until April 2012 the founding Executive Chairman of
oil explorer and producer FAR Limited, a position he held from
1995. Under Mr Evan's stewardship, FAR established and built up an
extensive international oil and gas portfolio spanning Africa,
North America and Australia - with industry partners including
Amoco, Shell, BHP, BP, Exxon, CNOOC and Woodside. He was
responsible for acquiring FAR's entire West African portfolio
including the Senegal acreage where significant oil discoveries
were made in 2014 by Cairn Energy.
Mr. Evans has a Bachelor of Business Degree from Curtin, is a
Chartered Accountant, and holds the following additional
qualifications: ACA, AGIA, ACIS. Mr Evans is also currently a
director of TNG Limited.
The board considers Mr Evans to be an independent director.
The Board, with Mr Evans abstaining, recommends that
Shareholders vote in favour of Resolution 2.
4. Resolution 3 - APPROVAL OF 10% PLACEMENT CAPACITY
4.1 General
ASX Listing Rule 7.1A provides that an Eligible Entity may seek
Shareholder approval at its annual general meeting to allow it to
issue Equity Securities up to 10% of its issued capital (10%
Placement Capacity).
The Company is an Eligible Entity.
If Shareholders approve this Resolution, the number of Equity
Securities the Eligible Entity may issue under the 10% Placement
Capacity will be determined in accordance with the formula
prescribed in ASX Listing Rule 7.1A.2 (as set out in section 4.2
below).
The effect of Resolution 3 will be to allow the Company to issue
Equity Securities up to 10% of the Company's fully paid ordinary
securities on issue under the 10% Placement Capacity during the
period up to 12 months after the Meeting, without subsequent
Shareholder approval and without using the Company's 15% annual
placement capacity granted under Listing Rule 7.1.
Resolution 3 is a special resolution. Accordingly, at least 75%
of votes cast by Shareholders present and eligible to vote at the
Meeting must be in favour of Resolution 3 for it to be passed.
4.2 ASX Listing Rule 7.1A
ASX Listing Rule 7.1A came into effect on 1 August 2012 and
enables an Eligible Entity to seek shareholder approval at its
annual general meeting to issue Equity Securities in addition to
those under the Eligible Entity's 15% annual placement
capacity.
An Eligible Entity is one that, as at the date of the relevant
annual general meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted
securities and securities quoted on a deferred settlement basis) of
$300,000,000.
The Company is an Eligible Entity as it is not included in the
S&P/ASX 300 Index and has a market capitalisation of
$183,497,529 at 13 March 2018 (calculated by multiplying the number
of shares on issue of 5,097,153,582 by the Company's closing share
price on 14 March 2018 of $0.036).
Any Equity Securities issued must be in the same class as an
existing class of quoted Equity Securities. The Company currently
has 1 class of quoted Equity Securities on issue, being the Shares
(ASX Code: 88E).
The exact number of Equity Securities that the Company may issue
under an approval under Listing Rule 7.1A will be calculated
according to the following formula:
(A x D) - E
Where:
A is the number of Shares on issue 12 months before the date of issue or agreement:
(i) plus the number of Shares issued in the previous 12 months
under an exception in ASX Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully
paid in the previous 12 months;
(iii) plus the number of Shares issued in the previous 12 months
with approval of holders of Shares under Listing Rules 7.1 and 7.4.
This does not include an issue of fully paid ordinary shares under
the entity's 15% placement capacity without shareholder approval;
and
(iv) less the number of Shares cancelled in the previous 12 months.
D is 10%.
E is the number of Equity Securities issued or agreed to be
issued under ASX Listing Rule 7.1A.2 in the 12 months before the
date of issue or agreement to issue that are not issued with the
approval of holders of Ordinary Securities under ASX Listing Rule
7.1 or 7.4.
4.3 Technical information required by ASX Listing Rule 7.1A
Pursuant to and in accordance with ASX Listing Rule 7.3A, the
information below is provided in relation to this Resolution 3:
(a) Minimum Price
The minimum price at which the Equity Securities may be issued
is 75% of the volume weighted average price of Equity Securities in
that class, calculated over the 15 ASX trading days on which trades
in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities
are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX
trading days of the date in section 4.3(a)(i), the date on which
the Equity Securities are issued.
(b) Date of Issue
The Equity Securities may be issued under the 10% Placement
Capacity commencing on the date of the Meeting and expiring on the
first to occur of the following:
(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction
under ASX Listing Rules 11.1.2 (a significant change to the nature
or scale of the Company's activities) or 11.2 (disposal of the
Company's main undertaking) (after which date, an approval under
Listing Rule 7.1A ceases to be valid),
(10% Placement Capacity Period).
(c) Risk of voting dilution
Any issue of Equity Securities under the 10% Placement Capacity
will dilute the interests of Shareholders who do not receive any
Shares under the issue.
If Resolution 3 is approved by Shareholders and the Company
issues the maximum number of Equity Securities available under the
10% Placement Capacity, the economic and voting dilution of
existing Shares would be as shown in the table below.
The table below shows the dilution of existing Shareholders
calculated in accordance with the formula outlined in ASX Listing
Rule 7.1A(2), on the basis of the current market price of Shares
and the current number of Equity Securities on issue as at the date
of this Notice.
The table also shows the voting dilution impact where the number
of Shares on issue (Variable A in the formula) changes and the
economic dilution where there are changes in the issue price of
Shares issued under the 10% Placement Capacity.
Number of
Shares on Dilution
Issue
------------------- ----------------------------------------------------------------
Issue Price $0.018 $0.036 $0.0720
(per Share) 50% decrease Issue Price 100 % increase
in Issue in Issue
Price Price
------------------- -------------- -------------- -------------- ----------------
5,097,153,582 Shares 509,715,358 509,715,358 509,715,358
issued Shares Shares Shares
(Current)
----------------------------------- -------------- -------------- ----------------
Funds raised $9,174,876 $18,349,753 $36,699,506
---------------------------------- -------------- -------------- ----------------
7,645,730,373 Shares 764,573,037 764,573,037 764,573,037
issued Shares Shares Shares
(50% increase)*
----------------------------------- -------------- -------------- ----------------
Funds raised $13,762,315 $27,524,629 $55,049,259
---------------------------------- -------------- -------------- ----------------
10,194,307,164 Shares 1,019,430,716 1,019,430,716 1,019,430,716
issued Shares Shares Shares
(100% increase)*
----------------------------------- -------------- -------------- ----------------
Funds raised $18,349,753 $36,699,5061 $73,399,012
---------------------------------- -------------- -------------- ----------------
*The number of Shares on issue (Variable A in the formula) could
increase as a result of the issue of Shares that do not require
Shareholder approval (such as under a pro-rata rights issue
conversion of options or scrip issued under a takeover offer) or
that are issued with Shareholder approval under Listing Rule
7.1.
The table above uses the following assumptions:
1. There are currently 5,097,153,582 Shares on issue.
2. The issue price set out above is the closing price of the
Shares on the ASX on 14 March 2018.
3. The Company issues the maximum possible number of Equity
Securities under the 10% Placement Capacity.
4. The Company has not issued any Equity Securities in the 12
months prior to the Meeting that were not issued under an exception
in ASX Listing Rule 7.2 or with approval under ASX Listing Rule
7.1.
5. The issue of Equity Securities under the 10% Placement
Capacity consists only of Shares. It is assumed that no Options are
exercised into Shares before the date of issue of the Equity
Securities.
6. The calculations above do not show the dilution that any one
particular Shareholder will be subject to. All Shareholders should
consider the dilution caused to their own shareholding depending on
their specific circumstances.
7. This table does not set out any dilution pursuant to
approvals under ASX Listing Rule 7.1.
8. The 10% voting dilution reflects the aggregate percentage
dilution against the issued share capital at the time of issue.
This is why the voting dilution is shown in each example as
10%.
9. The table does not show an example of dilution that may be
caused to a particular Shareholder by reason of placements under
the 10% Placement Capacity, based on that Shareholder's holding at
the date of the Meeting.
Shareholders should note that there is a risk that:
(i) the market price for the Company's Shares may be
significantly lower on the issue date than on the date of the
Meeting; and
(ii) the Shares may be issued at a price that is at a discount
to the market price for those Shares on the date of issue.
(d) Purpose of Issue under 10% Placement Capacity
The Company may issue Equity Securities under the 10% Placement
Capacity for the following purposes:
(i) as cash consideration in which case the Company intends to
use funds raised to complete the acquisition of additional acreage
at Project Icewine (located in North Slope Alaska), for seismic
costs, to progress the Company's exploration program at Project
Icewine and allow the Company to review and pursue new
opportunities that may arise, and for working capital; or
(ii) as non-cash consideration for corporate advisory and
capital raising services in relation to funds raised, projects and
general working capital. In such circumstances the Company will
provide a valuation of the non-cash consideration as required by
listing Rule 7.1A.3.
The Company will comply with the disclosure obligations under
Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity
Securities.
(e) Allocation policy under the 10% Placement Capacity
The Company's allocation policy for the issue of Equity
Securities under the 10% Placement Capacity will be dependent on
the prevailing market conditions at the time of the proposed
placement(s).
The recipients of the Equity Securities to be issued under the
10% Placement Capacity have not yet been determined. However, the
recipients of Equity Securities could consist of current
Shareholders or new investors (or both), none of whom will be
related parties of the Company.
The Company will determine the recipients at the time of the
issue under the 10% Placement Capacity, having regard to the
following factors:
(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the
Company at that time, including, but not limited to, an entitlement
issue or other offer where existing Shareholders may
participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not
limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).
Further, if the Company is successful in acquiring new
resources, assets or investments, it is likely that the recipients
under the 10% Placement Capacity will be vendors of the new
resources, assets or investments.
(f) Previous Approval under ASX Listing Rule 7.1A
The Company previously obtained approval from its Shareholders
pursuant to ASX Listing Rule 7.1A at its annual general meeting
held on 9 March 2017 (Previous Approval).
The Company has issued 416,918,042 Shares pursuant to the
Previous Approval.
During the 12 month period preceding the date of the Meeting,
being on and from 18 April 2017 to 18 April 2018, the Company
issued a total of 464,459,650 Shares and nil Options which
represents approximately 8.57% of the total diluted number of
Equity Securities on issue in the Company on 18 April 2017 which
was 5,421,093,835.
Further details of the issues of Equity Securities by the
Company during the 12 month period preceding the date of the
Meeting are set out in Schedule 1.
(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A
When the Company issues Equity Securities pursuant to the 10%
Placement Capacity, it must give to ASX:
(i) a list of the recipients of the Equity Securities and the
number of Equity Securities issued to each (not for release to the
market), in accordance with Listing Rule 7.1A.4; and
(ii) the information required by Listing Rule 3.10.5A for release to the market.
4.4 Voting Exclusion
A voting exclusion statement is included in this Notice. As at
the date of this Notice, the Company has not invited any existing
Shareholder to participate in an issue of Equity Securities under
ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be
excluded from voting on this Resolution.
5. Resolution 4 - RE-APPROVAL OF INCENTIVE OPTION SCHEME
5.1 Adoption of Scheme
Resolution 4 seeks Shareholder re-approval for the adoption of
the employee incentive scheme titled "Incentive Option Scheme"
(Scheme) in accordance with ASX Listing Rule 7.2 (Exception
9(b)).
The Scheme was first approved by shareholders at the Company's
Annual General Meeting held 12 February 2015. Shareholders should
note that there have been 206,965,301 Options issued under the
Scheme since it was first approved in 2015.
ASX Listing Rule 7.1 is summarised in Section 5.1. ASX Listing
Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule
7.1 which provides that issues under an employee incentive scheme
are exempt for a period of 3 years from the date on which
shareholders approve the issue of securities under the scheme as an
exception to ASX Listing Rule 7.1.
If Resolution 4 is passed, the Company will be able to issue
Options under the Scheme to eligible participants over a period of
3 years without impacting on the Company's ability to issue up to
15% of its total ordinary securities without Shareholder approval
in any 12 month period.
The objective of the Scheme is to attract, motivate and retain
key Directors, employees and contractors and it is considered by
the Company that the adoption of the Scheme and the future issue of
Options under the Scheme will provide selected participants with
the opportunity to participate in the future growth of the
Company.
Any future issues of Options under the Scheme to a related party
or a person whose relation with the company or the related party
is, in ASX's opinion, such that approval should be obtained, will
require additional Shareholder approval under ASX Listing Rule
10.14 at the relevant time.
A summary of the key terms and conditions of the Scheme is set
out in Schedule 2. In addition, a copy of the Scheme is available
for review by Shareholders at the registered office of the Company
until the date of the Meeting. A copy of the Scheme can also be
sent to Shareholders upon request to the Company Secretary.
Shareholders are invited to contact the Company if they have any
queries or concerns.
6. Resolution 5 - CONDITIONAL SPILL RESOLUTION
If less than 25% of the votes cast on Resolution 1 are voted
against adoption of the Remuneration Report, the Chair will
withdraw Resolution 5.
6.1 General
The Corporations Act requirements for this Resolution to be put
to vote are set out in Section 2.2.
If this resolution is passed and becomes effective, then it will
be necessary for the Board to convene a special general meeting of
the Company (Spill Meeting) within 90 days of the date of this
Meeting in order to consider the composition of the Board. If a
Spill Meeting is required, the date of the meeting, and a separate
notice of meeting will be distributed to shareholders in due
course, with details about those persons that will seek election as
directors of the Company at the Spill Meeting.
If a Spill Meeting is held, the following directors will
automatically vacate office immediately before the conclusion of
the Spill Meeting, unless they are willing to stand for re-election
and are re-elected at that meeting:
-- Michael Evans
-- Brent Villemarette
-- Stephen Staley.
Even if Mr Evans is re-elected at this Meeting, he will still
need to be re-elected at the Spill Meeting to remain in office
following the Spill Meeting.
The Board recommends that shareholders vote against this
Resolution 5 if it is put to the meeting.
6.2 Proxy voting restrictions
Shareholders appointing a proxy for this Resolution should note
the voting restrictions set out in Section 2.4 apply in the same
manner to this Resolution.
GLOSSARY
$ means Australian dollars.
10% Placement Capacity has the meaning given in section 4.1 of
the Explanatory Statement.
Annual General Meeting or Meeting means the meeting convened by
the Notice.
ASIC means the Australian Securities & Investments
Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market
operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's
Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any
other day that ASX declares is not a business day.
CHESS means Clearing House Electronic Subregister System.
CHESS Rules means the ASX Settlement Operating Rules and the
provisions of the Corporations Act and ASX Listing Rules concerning
the electronic share registration and transfer system as and to the
extent that they apply to the Company.
Closely Related Party of a member of the Key Management
Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be
expected to influence the member, or be influenced by the member,
in the member's dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001
(Cth) for the purposes of the definition of 'closely related party'
in the Corporations Act.
Chair means the chair of the Meeting.
Company or 88E means 88 Energy Limited (ACN 072 964 179).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
DI means a depository interest representing a Share listed (or
to be listed) on the AIM Market of the London Stock Exchange.
DI Holder means a holder of a DI.
Directors means the current directors of the Company.
Eligible Entity means an entity that, at the date of the
relevant general meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted
securities and securities quoted on a deferred settlement basis) of
$300,000,000.
Eligible Market means the ASX, the New York Stock Exchange Inc.,
the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global
Market, the NASDAQ Capital Market, the OTCQB or the OTCQX.
Equity Securities includes a Share, a right to a Share or
Option, an Option, a convertible security and any security that ASX
decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement
accompanying the Notice.
GMT means Greenwich Mean Time, being the time in London, United
Kingdom.
Icewine Project means the onshore oil and gas project known as
Project Icewine located in North America.
Key Management Personnel has the same meaning as in the
accounting standards issued by the Australian Accounting Standards
Board and means those persons having authority and responsibility
for planning, directing and controlling the activities of the
Company, or if the Company is part of a consolidated entity, of the
consolidated entity, directly or indirectly, including any director
(whether executive or otherwise) of the Company, or if the Company
is part of a consolidated entity, of an entity within the
consolidated group.
Managing Director means the managing director of the Company who
may, in accordance with the ASX Listing Rules, continue to hold
office indefinitely without being re-elected to the office.
Notice or Notice of Meeting means this notice of meeting
including the Explanatory Statement, the Proxy Form and the Form of
Instruction.
Option means any right, warrant or option to subscribe for or
acquire a Share.
Optionholder means a holder of an Option.
Ordinary Securities has the meaning set out in the ASX Listing
Rules.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the
Director's report section of the Company's annual financial report
for the year ended 31 December 2015.
Resolutions means the resolutions set out in the Notice or any
one of them as the context requires.
Section means a section of the Explanatory Statement.
Securities means a Share or an Option or both as the context
requires.
Securityholder means a holder of a Security.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a registered holder of a Share.
Variable A means "A" as set out in the calculation in section
4.2 of the Explanatory Statement.
WST means Western Standard Time as observed in Perth, Western
Australia.
Schedule 1 - issues of equity securities since 18 April 2017
Date(1) Quantity Class Issued to Issue Form of
(3, or basis of price consideration
4,5, issue and discount
6) to Market
Price
(if applicable)(2)
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$55,000
were raised
Issue for support
Price of the Company's
Appendix of $0.055. drilling
3B: 16 Issued upon Closing and exploration
June exercise of price activities
2017 options (exercisable on date at Project
Issue at $0.055 of issue Icewine.
Date: on or before $0.065. Nil of this
16 June 27 October Discount amount has
2017 1,000,000 3 2021. of 15.38% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$47,000
were raised
Issue for support
Price of the Company's
Appendix of $0.02. drilling
3B: 16 Closing and exploration
June Issued upon price activities
2017 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.065. Nil of this
16 June or before Discount amount has
2017 2,350,000 3 2 March 2018. of 69.23% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$127,000
were raised
Issue for support
Price of the Company's
Appendix of $0.02. drilling
3B: 19 Closing and exploration
June Issued upon price activities
2017 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.066. Nil of this
19 June or before Discount amount has
2017 6,350,000 3 2 March 2018. of 69.70% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$275,000
were raised
Issue for support
Price of the Company's
Appendix of $0.055. drilling
3B: 21 Issued upon Closing and exploration
June exercise of price activities
2017 options (exercisable on date at Project
Issue at $0.055 of issue Icewine.
Date: on or before $0.065. Nil of this
21 June 27 October Discount amount has
2017 5,000,000 3 2021. of 15.38% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$21,400
were raised
Issue for support
Price of the Company's
Appendix of $0.02. drilling
3B: 4 Closing and exploration
July Issued upon price activities
2017 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.048. Nil of this
4 July or before Discount amount has
2017 1,070,000 3 2 March 2018. of 58.33% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$18,000
were raised
Issue for support
Price of the Company's
Appendix of $0.02. drilling
3B: 29 Closing and exploration
August Issued upon price activities
2017 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.034. Nil of this
29 August or before Discount amount has
2017 900,000 3 2 March 2018. of 41.18% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$8,000 were
raised for
Issue support
Price of the Company's
Appendix of $0.02. drilling
3B: 1 Closing and exploration
December Issued upon price activities
2017 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.021. Nil of this
1 December or before Discount amount has
2017 400,000 3 2 March 2018. of 4.76% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$40,000
were raised
Issue for support
Price of the Company's
Appendix of $0.02. drilling
3B: 16 Closing and exploration
January Issued upon price activities
2018 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.032. Nil of this
16 January or before Discount amount has
2018 2,000,000 3 2 March 2018. of 37.50% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$186,889
were raised
Issue for support
Price of the Company's
Appendix of $0.02. drilling
3B: 22 Closing and exploration
January Issued upon price activities
2018 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.03. Nil of this
22 January or before Discount amount has
2018 9,344,441 3 2 March 2018. of 33.33% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$40,000
were raised
Issue for support
Price of the Company's
Appendix of $0.02. drilling
3B: 30 Closing and exploration
January Issued upon price activities
2018 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.029. Nil of this
30 January or before Discount amount has
2018 2,000,000 3 2 March 2018. of 31.03% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$540,000
were raised
Issue for support
Price of the Company's
Appendix of $0.015. drilling
3B: 6 Issued upon Closing and exploration
February exercise of price activities
2018 options (exercisable on date at Project
Issue at $0.015 of issue Icewine.
Date: on or before $0.028. Nil of this
6 February 18 February Discount amount has
2018 36,000,000 3 2018). of 46.43% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$101,500
were raised
Issue for support
Price of the Company's
Appendix of $0.02. drilling
3B: 6 Closing and exploration
February Issued upon price activities
2018 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.028. Nil of this
6 February or before Discount amount has
2018 5,075,000 3 2 March 2018. of 28.57% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$135,000
were raised
Issue for support
Price of the Company's
Appendix of $0.015. drilling
3B: 7 Issued upon Closing and exploration
February exercise of price activities
2018 options (exercisable on date at Project
Issue at $0.015 of issue Icewine.
Date: on or before $0.028. Nil of this
7 February 18 February Discount amount has
2018 9,000,000 3 2018). of 46.43% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$184,471
were raised
Issue for support
Price of the Company's
Appendix of $0.02. drilling
3B: 9 Closing and exploration
February Issued upon price activities
2018 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.028. Nil of this
9 February or before Discount amount has
2018 9,223,533 3 2 March 2018. of 28.57% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$572,501
were raised
Issue for support
Price of the Company's
Appendix of $0.02. drilling
3B: 16 Closing and exploration
February Issued upon price activities
2018 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.03. Nil of this
16 February or before Discount amount has
2018 28,625,037 3 2 March 2018. of 33.33% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$2,185,104
were raised
Issue for support
Price of the Company's
Appendix of $0.02. drilling
3B: 23 Closing and exploration
February Issued upon price activities
2018 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.028. Nil of this
23 February or before Discount amount has
2018 109,255,214 3 2 March 2018. of 28.57% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$2,126,261
were raised
Issue for support
Price of the Company's
Appendix of $0.02. drilling
3B: 2 Closing and exploration
March Issued upon price activities
2018 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.029. Nil of this
2 March or before Discount amount has
2018 106,313,042 3 2 March 2018. of 31.03% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$2,427,287
were raised
Issue for support
Price of the Company's
Appendix of $0.02. drilling
3B: 9 Closing and exploration
March Issued upon price activities
2018 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.030. Nil of this
9 March or before Discount amount has
2018 121,364,340 3 2 March 2018. of 33.33% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Funds of
$183,781
were raised
Issue for support
Price of the Company's
Appendix of $0.02. drilling
3B: 14 Closing and exploration
March Issued upon price activities
2018 exercise of on date at Project
Issue options (exercisable of issue Icewine.
Date: at $0.02 on $0.036. Nil of this
14 March or before Discount amount has
2018 9,189,043 3 2 March 2018. of 44.44% been spent.
-------------- ------------ ------ ---------------------- -------------------- ------------------
Notes:
1. This is the date the Appendix 3B was announced to ASX. The
date of issue may be different. Refer to Item 7 of the relevant
Appendix 3B for the specific date of issue.
2. Market Price means the closing price on ASX (excluding
special crossings, overnight sales and exchange traded option
exercises). For the purposes of this table the discount is
calculated on the Market Price on the trading day prior to the date
of issue of the relevant Equity Securities.
3. Fully paid ordinary shares in the capital of the Company (ASX
Code: 88E) (terms are set out in the Constitution).
4. Unquoted Options, exercisable at $0.06 each, on or before 14
March 2020 each. The full terms and conditions are set out in the
Notice of Annual General Meeting lodged with ASX on 7 February
2017.
5. The cash balance of the Company on 18 April 2017 was
approximately $24,802,166. The aggregate amount raised from issues
of Equity Securities listed in Schedule 1 is $9,274,193. The cash
balance of the Company as at the date of this Notice is
approximately $17,959,583. The amount spent since 18 April 2017 to
the date of this Notice has been approximately $16,116,776. These
funds have been spent on the Company's exploration activities at
Project Icewine, including costs for preparation for the drilling
of the Icewine #2 exploration well, acquisition of additional
acreage, seismic and for working capital. The amount raised from
issues of Equity Securities listed in Schedule 1 that remains
unspent as at the date of this Notice is $9,274,193. It is proposed
that these funds will be used, together with the Company's other
cash reserves, for the Company's exploration program at Project
Icewine, including costs associated with the Icewine #2H appraisal
well, for seismic costs, to review and pursue new opportunities
that may arise, and for working capital. This statement as it
relates to the future use of funds is a statement of current
intentions as at the date of this Notice. As with any budget,
intervening events and new circumstances have the potential to
affect the manner in which the funds are ultimately applied. The
Board reserves the right to alter the way the funds are applied on
this basis.
Schedule 2 - SUMMARY OF INCENTIVE OPTION SCHEME
The Board has adopted an Incentive Option Scheme to allow
eligible participants to be granted Options to acquire Shares in
the Company. The principle terms of the Scheme are summarised
below.
(a) Eligibility and Grant of Options: The Board may grant
Options to any Director, full or part time employee, or casual
employee or contractor who falls within ASIC Class Order 14/1000,
of the Company or an associated body corporate (Eligible
Participant). The Board may also offer Options to a prospective
Eligible Participant provided the Offer can only be accepted if
they become an Eligible Participant. Options may be granted by the
Board at any time.
(b) Consideration: Each Option granted under the Scheme will be
granted for nil or no more than nominal cash consideration.
(c) Conversion: Each Option is exercisable into one Share in the
Company ranking equally in all respect with the existing issued
Shares in the Company.
(d) Exercise Price and Expiry Date: The exercise price and
expiry date for Options granted under the Scheme will be determined
by the Board prior to the grant of the Options.
(e) Exercise Restrictions: The Options granted under the Scheme
may be subject to conditions on exercise as may be fixed by the
Directors prior to grant of the Options (Exercise Conditions). Any
restrictions imposed by the Directors must be set out in the offer
for the Options.
(f) Lapsing of Options: An unexercised Option will lapse:
(i) on its Expiry Date;
(ii) if any Exercise Condition is unable to be met and is not
waived, as determined by the Board; or
(iii) subject to certain good leaver exceptions, where the
Eligible Participant ceases to be an Eligible Participant.
(g) Disposal of Options: Options will not be transferable except
to the extent the Scheme or any offer provides otherwise.
(h) Quotation of Options: Options will not be quoted on the ASX,
except to the extent provided for by the Scheme or unless an offer
provides otherwise.
(i) Trigger Events: The Company may permit Options to be
exercised in certain circumstances where there is a change in
control of the Company (including by takeover) or entry into a
scheme of arrangement.
(j) Disposal of Shares: The Board may, in its discretion,
determine that a restriction period will apply to some or all of
the Shares issued on exercise of Options, up to a maximum of seven
(7) years from the date of grant of the Options.
(k) Participation in Rights Issues and Bonus Issues: There are
no participating rights or entitlements inherent in the Options and
holders will not be entitled to participate in new issues of
capital offered to Shareholders during the currency of the
Options.
(l) Reorganisation: The terms upon which Options will be granted
will not prevent the Options being re-organised as required by the
Listing Rules on the re-organisation of the capital of the
Company.
(m) Limitations on Offers: The Company must have reasonable
grounds to believe, when making an Offer, that the number of Shares
to be received on exercise of Options offered under an Offer, when
aggregated with the number of Shares issued or that may be issued
as a result of offers made at any time during the previous 3 year
period under an employee incentive scheme covered by the Class
Order or an ASIC exempt arrangement of a similar kind to an
employee incentive scheme, will not exceed 5% of the total number
of Shares on issue at the date of the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAEAADSFLEPEFF
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March 16, 2018 03:00 ET (07:00 GMT)
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