TIDM88E
RNS Number : 2056C
88 Energy Limited
28 September 2018
88 Energy Limited
Addendum to Notice of General Meeting
88 Energy Limited (ASX: 88E) ("88 Energy" or the "Company")
announces that it has posted an addendum to the Notice of Meeting
(the "Addendum") convened for 10:00 a.m. (WST) on 15(th) October
2018 at the Celtic Club, 48 Ord Street, West Perth WA 6005 (the
"GM").
The Addendum is set out in full below.
The Addendum is supplemental to the original Notice of Meeting
and should be read in conjunction with the original Notice of
Meeting. Definitions in the Notice of Meeting have the same meaning
in this Addendum.
Media and Investor Relations:
88 Energy Ltd
Dave Wall, Managing Director Tel: +61 8 9485 0990
Email: admin@88energy.com
Finlay Thomson, Investor Tel: +44 7976 248471
Relations
Hartleys Ltd
Dale Bryan Tel: + 61 8 9268 2829
Cenkos Securities
Neil McDonald/Derrick Lee Tel: + 44 131 220 6939
88 energy LIMITED acn 072 964 179
ADDUM TO NOTICE OF GENERAL MEETING
88 Energy Limited (ACN 072 964 179) (Company), hereby gives
notice to shareholders of the Company that, in relation to the
Notice of General Meeting dated 10 September 2018 (Notice of
Meeting), and lodged with ASX on 13 September 2018, in respect of a
general meeting of members to be held at 10:00am (WST) on 15
October 2018, the Directors have determined to issue this addendum
to the Notice of Meeting (Addendum to Notice of Meeting) for the
purposes set out below.
Definitions in the Notice of Meeting have the same meaning in
this Addendum to Notice of Meeting.
This Addendum is supplemental to the original Notice of Meeting
and should be read in conjunction with the original Notice of
Meeting.
General
Pursuant to Resolution 2 of the Notice of Meeting, the Company
proposed to seek Shareholder approval (subject to the passing of
Resolution 1), for the issue of up to a total of 32,000,000
Performance Rights under the Performance Rights Plan (PRP) to
Managing Director, Mr David Wall (or his nominee), who is a related
party of the Company by virtue of being a Director of the
Company.
The Performance Rights proposed to be issued to Mr David Wall
were subject to the vesting conditions set out Schedule 1 of the
original Notice of Meeting.
Since lodgement of the Notice of Meeting, the Board has resolved
to amend the vesting conditions for the Performance Rights that
form a part of the Share Price Tranche (60%) (as set out in Item 1,
Schedule 1 of the original Notice of Meeting) by resetting the
Performance Rights Allocation Price to $0.03. The number of
Performance Rights now proposed to be issued to Mr David Wall will
change from a total of up to 32,000,000 to a total of up to
21,900,000 Performance Rights.
The Board's basis for the amendment is to ensure that the
vesting of the Performance Rights is based on true delivered
outcomes.
(a) Replacement Resolutions - Resolution 2
By this Addendum Resolution 2 is replaced as detailed below.
(b) Explanatory Statement
By this Addendum:
(i) Section 4.1 is amended as detailed below;
(ii) Section 4.4 is amended as detailed below;
(iii) Section 4.5 (b) is amended as detailed below; and
(iv) Resolution 2 is replaced as detailed below.
(c) Schedules - Supplementary Information
By this Addendum, Item 1, Schedule 1 is amended as detailed
below.
(d) Replacement Proxy Form
Annexed to this Addendum is a replacement Proxy Form.
For the purposes of the Meeting, if Shareholders wish to have
their votes counted by proxy in respect of the Resolution (as
amended), Shareholders MUST use the replacement Proxy Form.
Proxy Forms annexed to the original Notice of Meeting, whether
duly completed or not, WILL NOT be accepted by the Company or
counted in relation to the Resolution.
To vote in person, please attend the Meeting at the time, date
and place set out above.
SUPPLEMENTARY NOTICE OF MEETING - REPLACEMENT RESOLUTION
Resolution 2 is deleted and the following Resolution is added to
the Agenda
Item 1 Resolution 2 - ISSUE OF PERFORMANCE RIGHTS TO MANAGING DIRECTOR UNDER PLAN
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, subject to and conditional on the passing of Resolution
1, for the purpose of ASX Listing Rule 10.14 and for all other
purposes, approval is given for the Company to grant up to
21,900,000 Performance Rights under the Company's PRP to David Wall
(or his nominee) on the terms and conditions set out in the
Explanatory Statement."
Voting Exclusion Statement: The Company will disregard any votes
cast in favour of this Resolution by or on behalf of any Director
who is eligible to participate in the performance rights plan in
respect of which approval is sought, or any associates of those
Directors (Resolution 2 Excluded Party). However, the Company need
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, provided the Chair is not a Resolution 2
Excluded Party, 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.
Provided the Chair is not a Resolution 2 Excluded Party, 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.
supplementary EXPLANATORY STATEMENT
AMEMENTS TO RESOLUTION 2
The Explanatory Memorandum is supplemented and amended as
follows:
1. SECTION 4.1 IS AMED AS FOLLOWS
1.1 Background to Resolution 2
The Company, subject to the passing of Resolution 1, seeks
Shareholder approval for the issue of up to a total of 21,900,000
Performance Rights under the PRP to Managing Director Mr David Wall
(or his nominee) who is a related party of the Company by virtue of
being a Director of the Company (Related Party).
The full terms of the PRP are set out in Schedule 2 of the
original Notice of Meeting. The purpose of the issue of Performance
Rights to Mr Wall (or his nominee) is to further motivate and
reward his performance as Managing Director in achieving specified
performance milestones within a specified performance period.
2. SECTION 4.4 IS AMED AS FOLLOWS
Summary of the material terms of the Performance Rights
It is proposed that a total of up to 21,900,000 Performance
Rights be issued to Mr Wall for nil cash consideration.
Each Performance Right will vest as one Share subject to the
satisfaction of certain performance criteria (Performance
Milestones). In the event that the Performance Milestones are not
met, the Performance Rights will not vest and as a result, no new
Shares will be issued. There is nil consideration payable upon the
vesting of a Performance Right.
The Performance Rights will be issued in five tranches with each
tranche subject to its own vesting conditions. Each tranche will be
tested and assessed independently of each other. Full details of
the vesting conditions are contained in Schedule 1 of the original
Notice of Meeting. (Note: The vesting conditions for the
Performance Rights that form a part of the Share Price Tranche
(60%) as set out in Item 1, Schedule 1 of the original Notice of
Meeting are amended as detailed below).
3. SECTION 4.5 (b) IS AMED AS FOLLOWS
Information required by ASX Listing Rule 10.15A
The following information is provided to satisfy the
requirements of the Corporations Act and the ASX Listing Rules:
(b) the maximum number of Performance Rights to be granted to Mr
David Wall is 21,900,000 Performance Rights.
Notes: Each Performance Rights will vest and convert into one
(1) fully paid ordinary share in the Company in accordance with the
vesting conditions set out in Schedule 1 of the original Notice of
Meeting. The vesting conditions for the Performance Rights that
form a part of the Share Price Tranche (60%) as set out in Item 1,
Schedule 1 of the original Notice of Meeting are amended as
detailed below.
4. Amendment to Schedule
Schedule 1 is amended as shown in the below table.
SChedule 1 - Vesting Conditions
Item Terms
Number of Performance The number of Performance Rights to be issued
Rights will be 21,900,000.
---------------------- ---------------------------------------------------------------
Vesting Conditions The Performance Rights will be issued in
five (5) tranches with each tranche subject
to its own Vesting Conditions.
Each tranche will be tested and assessed
independently of the other.
The Vesting Conditions are as follows:
1. Share Price Tranche [60%] of the total Performance
Rights will be tested against Company absolute
share price growth, which is calculated as
follows:
(Hurdle Price - Performance
% absolute Rights Allocation Price)
share price / Performance Rights
growth = Allocation Price x 100
Where:
Hurdle Price = The volume weighted average
price (VWAP) of a Company Share on the Australian
Securities Exchange (ASX) for any 60 trading
days post the date of the Performance Rights
issue
Performance Rights Allocation Price = $0.03
The Share Price Tranche will be tested on
each 12-month anniversary of the Performance
Rights issue applying the calculation noted
above, with one third (or 20% of the Performance
Rights) available for testing on the first
anniversary, a further one third (or 20%
of Performance Rights) available for testing
on the second anniversary, and a final one
third (or 20% of Performance Rights) available
for testing on the third anniversary.
The Share Price Tranche of Performance Rights
will Vest on the test date (Vest Date) as
follows: Absolute share price Performance Rights
growth Vesting
<50% Nil
=====================
50% 25%
=====================
>50% and <100% Between 25% and
50%, on a straight
line basis
=====================
100% 50%
=====================
>100% and <150% Between 50% and
75%, on a straight
line basis
=====================
150% 75%
=====================
>150% and <200% Between 75% and
100%, on a straight
line basis
=====================
200% 100%
=====================
The Board at their discretion may elect to
determine a proportionate amount of Performance
Rights vest based on a straight-line basis
consistent with the above table, should on
testing date absolute share price growth
be >40% and <50.
---------------------- ---------------------------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOGBXGDCDDDBGIR
(END) Dow Jones Newswires
September 28, 2018 02:03 ET (06:03 GMT)
88 Energy (LSE:88E)
Historical Stock Chart
From Apr 2024 to May 2024
88 Energy (LSE:88E)
Historical Stock Chart
From May 2023 to May 2024