TIDMEMH
RNS Number : 9876I
European Metals Holdings Limited
30 November 2018
EUROPEAN METALS HOLDINGS LIMITED
ARBN 154 618 989
NOTICE OF ANNUAL GENERAL MEETING
DATE: 18 December 2018
TIME: 10:30am WST
PLACE: Suite 12, Level 1
11 Ventnor Avenue
WEST PERTH WA 6005
A copy of the European Metals Holdings Limited 2018 Annual
Report can be found at:
www.europeanmet.com
This Notice of Annual General 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 Annual
General Meeting please do not hesitate to contact the Company
Secretary on +61 8 6245 2057.
CONTENTS PAGE
Business of the Meeting 4
Explanatory Statement 6
Glossary
16
Schedule 1 18
Schedule 2 19
Schedule 3 21
CDI Voting Instruction Form
22
important information
TIME AND PLACE OF MEETING
Notice is given that the Annual General Meeting of the
Shareholders, to which this Notice of Annual General Meeting
relates, will be held at 10:30am WST on Friday, 18 December 2018 at
Suite 12, Level 1, 11 Ventnor Avenue, West Perth WA 6005.
SHAREHOLDER ATTANCE, VOTING AND PROXY APPOINTMENT
The Directors have determined pursuant to Regulation 7.4 of the
Articles of Association that the persons eligible to vote at the
Meeting are those who are registered Shareholders at 4:00pm WST on
16 December 2018.
If you are a Shareholder, to vote in person, attend the Meeting
at the time, date and place set out above.
If you are a Shareholder, to vote by proxy, please complete and
sign the enclosed Proxy Form and return by one of the methods and
by the deadline set out on the Proxy Form.
Proxy Forms received later than the specified time will be
invalid.
CDI HOLDERS ATTANCE, VOTING AND PROXY APPOINTMENT
CDIs, representing beneficial interests in the Shares, have been
issued to allow trading on the electronic transfer and settlement
system operated by the ASX as the laws of the British Virgin
Islands, the place of incorporation of the Company, do not
recognise electronic transfer of legal title to Shares.
A CDI holder is not a Shareholder and, under the laws of the
British Virgin Islands, is not entitled to attend the Meeting
unless as a proxy.
Each CDI holder registered at 4:00pm WST on 15 December 2018 has
the right to:
(a) direct CHESS Depositary Nominees Pty Ltd (CDN), the legal
holder of the Shares to which the CDIs relate, how to vote the
underlying Shares in respect of their CDIs in respect of the
business of the Meeting; or
(b) instruct CDN to appoint the CDI holder or a person nominated
by the CDI holder the CDI holder's proxy for the purposes of
attending and voting at the Meeting.
If you are a CDI holder and you wish to direct or instruct CDN
in the manner contemplated above, please read, complete and sign
the enclosed CDI Voting Instruction Form and return by one of the
methods and by the deadline set out on the CDI Voting Instruction
Form.
CDI Voting Instruction Forms received later than the specified
time will be invalid.
DI HOLDERS ATTANCE, VOTING AND PROXY APPOINTMENT
DIs, representing beneficial interests in the Shares, have been
issued as the laws of the British Virgin Islands, the place of
incorporation of the Company, do not recognise electronic transfer
of legal title to Shares and securities of foreign issuers cannot
be directly registered, transferred or settled through CREST (which
is the electronic settlement system in the UK). DI Holders are
invited to attend the Meeting but are not entitled to vote at the
Meeting.
FORM OF INSTRUCTION
In order to have votes cast at the Meeting on their behalf, DI
holders must complete, sign and return the Forms of Instruction
forwarded to them along with the Notice to the Company's agent,
Computershare UK, 15 December 2018 at 4.30pm (GMT).
CREST MEMBERS
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 (a "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 15 December 2018 at 4.30pm (GMT). 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.
ASX
A final copy of this Notice of Annual General Meeting and
Explanatory Statement has been lodged with the ASX. ASX, nor any of
their respective officers, takes any responsibility for the
contents of this document.
business of the meeting
AGA
1. Resolution 1 - RE-ELECTION OF Mr DAVID REEVES
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Article 8.5 of the Company's
Memorandum and Articles of Association and for all other purposes,
Mr David Reeves retires, and being eligible, is re-elected as a
Director on the terms and conditions set out in the Explanatory
Statement."
2. Resolution 2 - RATIFICATION OF PRIOR ISSUE OF CDIs - PLACEMENT
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all
other purposes, Shareholders ratify the issue of 6,517,142 CDIs to
sophisticated investors on the terms and conditions set out in the
Explanatory Statement."
Voting Exclusion:
The Company will disregard any votes cast in favour of the
Resolution by or on behalf of a person who participated in the
issue or any associates of those persons. 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, 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.
3. Resolution 3 - APPROVAL OF 10% PLACEMENT CAPACITY
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as a special resolution:
"That, for the purpose of ASX 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 the issue), calculated in accordance with the
formula prescribed in ASX 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 the
Resolution by or on behalf of a person who is expected to
participate in, or who will obtain a material benefit as a result
of, the proposed issue (except a benefit solely by reason of being
a holder of ordinary securities in the Company) or an associate of
that person (or 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.
4. Resolution 4 - ISSUE OF A CLASS PERFORMANCE SHARES TO RELATED PARTIES
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all
other purposes, approval is given for the Company to issue up to
1,336,557 A Class Performance Shares on the terms and conditions
set out in the Explanatory Statement."
Voting Exclusion:
The Company will disregard any votes cast in favour of the
Resolution by or on behalf of a person who is expected to
participate in, or who will obtain a material benefit as a result
of, the proposed issue (except a benefit solely by reason of being
a holder of ordinary securities in the Company) or an associate of
that person (or those persons). 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, 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 5 - issue OF A CLASS PERFORMANCE SHARES to NON-RELATED PARTIES
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all
other purposes, approval is given for the Company to issue up to
3,663,443 A Class Performance Shares on the terms and conditions
set out in the Explanatory Statement."
Voting Exclusion:
The Company will disregard any votes cast in favour of the
Resolution by or on behalf of a person who is expected to
participate in, or who will obtain a material benefit as a result
of, the proposed issue (except a benefit solely by reason of being
a holder of ordinary securities in the Company) or an associate of
that person (or those persons). 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, 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.
6. Resolution 6 - RATIFICATION OF PRIOR ISSUE OF CDIs - PLACEMENT
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all
other purposes, Shareholders ratify the issue of 5,177,500 CDIs to
sophisticated investors on the terms and conditions set out in the
Explanatory Statement."
Voting Exclusion:
The Company will disregard any votes cast in favour of the
Resolution by or on behalf of a person who participated in the
issue or any associates of those persons. 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, 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.
Dated: 22 November 2018
By Order of the Board
Julia Beckett
COMPANY SECRETARY
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 Resolution
which are the subject of the business of the Meeting.
1. Resolution 1 - re-election of director - MR DAVID REEVES
Pursuant to Article 8.5 of the Company's Articles of
Association, at each annual general meeting one third of the
directors for the time being (or, if their number is not a multiple
of three, the number nearest to but not more than one-third) shall
retire from office by rotation. A retiring director shall be
eligible for re-election.
Accordingly, Mr Reeves, who was previously re-elected as a
Non-Executive Chairman on 18 November 2016, retires, and being
eligible, seeks re-election by ordinary resolution at this
meeting.
Resolution 1 is an ordinary resolution.
The Chair will cast all available proxies in favour of
Resolution 1.
The Board (other than Mr Reeves) recommends Shareholders vote in
favour of Resolution 1.
Qualifications and other material directorships
Mr Reeves is a qualified mining engineer with 25 years'
experience in Africa and Australia and is a highly experienced
underground mining specialist. Mr Reeves holds a First Class
Honours Degree in Mining Engineering from the University of New
South Wales, a Graduate Diploma in Applied Finance and Investment
from the Securities Institute of Australia and a First Class Mine
Managers Certificate of Competency. He is currently Managing
Director of Calidus Resources Limited (ASX) and a Director of Keras
Resources Plc (AIM).
At the time of this Annual General Meeting, Mr Reeve's term of
office will be approximately 4 years and 6 months.
Mr Reeves is a Non-Executive Chairman and the Board unanimously
supports his re-election.
2. RESOLUTION 2 - RATIFICATION OF PRIOR ISSUE OF CDIs - PLACEMENT
2.1 Background
On 20 December2017, the Company issued 6,517,142 CDIs via a
placement to sophisticated investors. The CDIs were issued within
the 15% annual limit permitted under ASX Listing Rule 7.1, without
the need for Shareholder approval.
Resolution 2 seeks Shareholder ratification pursuant to ASX
Listing Rule 7.4 for the issue of 6,517,142 CDIs.
2.2 Summary of ASX Listing Rules 7.1 and 7.4
ASX Listing Rule 7.1 provides that a company must not, subject
to specified exceptions, issue or agree to issue during any 12
month period any equity securities, or other securities with rights
to conversion to equity (such as an option), if the number of those
securities exceeds 15% of the number of securities in the same
class on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule
7.1. It provides that where a company in general meeting ratifies
the previous issue of securities made pursuant to ASX Listing Rule
7.1 (and provided that the previous issue did not breach ASX
Listing Rule 7.1) those securities will be deemed to have been made
with shareholder approval for the purpose of ASX Listing Rule
7.1.
By ratifying this issue, the Company will retain the flexibility
to issue Equity Securities in the future up to the 15% annual
placement capacity set out in ASX Listing Rule 7.1 without the
requirement to obtain prior Shareholder approval.
2.3 Technical Information Required By ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the
following information is provided in relation to this Resolution
2:
(a) a total of 6,517,142 CDIs were issued on 20 December 2017;
(b) the CDIs were issued to sophisticated investors at a price
of 61.5 cents per CDI. None of these subscribers are related
parties of the Company;
(c) a total of $4,008,042 was raised from the issue;
(d) the CDIs issued rank equally with all other existing CDIs of the Company;
(e) the funds raised will be used to continue the extensive
works that are ongoing in relation to the definitive feasibility
study on the Cinovec deposit and for general working capital;
and
(f) a voting exclusion statement is included in the Notice.
2.4 Board recommendation
Resolution 2 is an ordinary resolution.
The Chair will cast all available proxies in favour of
Resolution 2.
The Board recommends Shareholders vote in favour of Resolution
2.
3. resolution 3 - approval of 10% placement capacity
3.1 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).
If Shareholders approve Resolution 3, 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 3.2
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 ASX 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.
The Chair will cast all available proxies in favour of
Resolution 3.
The Board recommends Shareholders vote in favour of Resolution
3.
3.2 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.
Any Equity Securities issued must be in the same class as an
existing class of quoted Equity Securities. The Company currently
has only one class of quoted Equity Securities on issue, being the
CDIs (ASX Code: EMH).
The exact number of Equity Securities that the Company may issue
under an approval under ASX Listing Rule 7.1A will be calculated
according to the following formula:
(A x D) - E
Where:
A is the number of CDIs on issue 12 months before the date of issue or agreement:
(a) plus the number of CDIs issued in the previous 12 months
under an exception in ASX Listing Rule 7.2;
(b) plus the number of CDIs that became fully paid in the previous 12 months;
(c) plus the number of CDIs issued in the previous 12 months
with approval of holders of CDIs under ASX Listing Rules 7.1 and
7.4. This does not include an issue of fully paid CDIs under the
entity's 15% placement capacity without shareholder approval;
and
(d) less the number of CDIs 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.
3.3 Technical information required by ASX Listing Rule 7.3A
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 paragraph 6.3(a)(i), the date on which
the Equity Securities are issued.
If the Equity Securities are issued for non-cash consideration,
then, in accordance with the ASX Listing Rules, the Company will
provide a valuation of the non-cash consideration to the market
that demonstrates that the issue price of the securities complies
with ASX Listing Rule 7.1A.3.
(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
ASX Listing Rule 7.1A ceases to be valid).
(c) Risk of economic and voting dilution
Any issue of Equity Securities under the 10% Placement Capacity
will dilute the interests of Shareholders who do not receive any
CDIs 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 CDIs would be as shown in the table below, subject to the
assumptions listed below the table.
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 CDIs and
the current number of Equity Securities on issue as at the date of
this Notice.
The table also shows:
(i) two examples where variable "A" has increased, by 50% and
100%. Variable "A" is based on the number of ordinary securities
the Company will have on issue at the date of the Meeting. The
number of ordinary securities on issue may increase as a result of
issues of ordinary securities that do not require Shareholder
approval (for example, a pro rata entitlements issue or scrip
issued under a takeover offer) or future specific placements under
ASX Listing Rule 7.1 that are approved at a future Shareholders'
meeting; and
(ii) two examples of where the issue price of ordinary
securities has decreased by 50% and increased by 50% as against the
current market price. The voting dilution impact where the number
of CDIs on issue (Variable A in the formula) changes and the
economic dilution where there are changes in the issue price of
CDIs issued under the 10% Placement Capacity.
Number of Dilution
CDIs on Issue
("Variable
A")
-----------
Issue $0.205 (50% $0.41 (Current $0.615 (50%
Price decrease issue price) increase
(per in current in current
CDI) issue price) issue price)
----------- -------------- --------------- --------------
146,642,227 10% 14,664,222 14,664,222 14,664,222
(Current Variable Voting CDIs CDIs CDIs
A) Dilution
----------- -------------- --------------- --------------
Funds
Raised $3,006,166 $6,012,331 $9,018,497
-------------------------------- -------------- --------------- --------------
219,963,341 10% 21,996,334 21,996,334 21,996,334
(50% increase Voting CDIs CDIs CDIs
in Variable Dilution
A)*
----------- -------------- --------------- --------------
Funds
Raised $4,509,248 $9,018,497 $13,527,745
-------------------------------- -------------- --------------- --------------
293,284,454 10% 29,328,445 29,328,445 29,328,445
(100% increase Voting CDIs CDIs CDIs
in Variable Dilution
A)*
----------- -------------- --------------- --------------
Funds
Raised $6,012,331 $12,024,662 $18,036,993
-------------------------------- -------------- --------------- --------------
*The number of CDIs on issue (variable A in the formula) could
increase as a result of the issue of CDIs that do not require
Shareholder approval (such as under a pro-rata rights issue or
scrip issued under a takeover offer) or that are issued with
Shareholder approval under ASX Listing Rule 7.1.
The table above uses the following assumptions:
1. There are currently 146,642,227 CDIs on issue.
2. The issue price set out above is the closing price of the
CDIs on the ASX on 19 November 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
and ASX Listing Rule 7.1A, or subsequently ratified under ASX
Listing Rule 7.4 at this Meeting.
5. The issue of Equity Securities under the 10% Placement
Capacity consists only of CDIs. It is assumed that no Options or
Warrants are exercised into CDIs 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 Equity Securities may be
significantly lower on the issue date than on the date of the
Meeting; and
(ii) the Equity Securities may be issued at a price that is at a
discount to the market price for those Equity Securities on the
date of issue or the Equity Securities are issued as part of the
consideration for the acquisition of a new asset,
which may have an effect on the amount of funds raised by the
issue of the Equity Securities.
(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 for the acquisition of new resources, assets and
investments (including expenses associated with such an
acquisition), continued exploration expenditure on the Company's
Cinovec Project and for general working capital; or
(ii) as non-cash consideration for the acquisition of new
resources, assets and investments, in such circumstances the
Company will provide a valuation of the non-cash consideration as
required by ASX Listing Rule 7.1A.3.
(e) Allocation under the 10% Placement Capacity
The Company's allocation policy is dependent on the prevailing
market conditions at the time of any proposed issue pursuant to the
10% Placement Capacity. The identity of the allottees of Equity
Securities will be determined on a case-by-case basis having regard
to the factors including but not limited to:
(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).
The allottees of the Equity Securities to be issued under the
10% Placement Capacity have not yet been determined but may include
current Shareholders or new investors (or both), none of whom will
be related parties of the Company. Further, if the Company is
successful in acquiring new assets or investments, it is likely
that the allottees under the 10% Placement Capacity will be vendors
of the new 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 2017 Annual General
Meeting held on 30 November 2017 (Previous Approval). The details
of all issues of Equity Securities by the Company during the 12
months preceding the date of the Meeting are detailed below:
Number/Class Terms and Purpose Price and discount Consideration Allottees of
of equity of Issue to closing details the Securities
securities market price
issued on the date
of issue (if
any)
Securities issued on 18 December 2017
1,650,000 Issued to Directors Issue price Cash consideration David Reeves,
CDIs under the Employee of 72.5 cents of $1,196,250. Keith Coughlan,
Securities Incentive per CDI. The amount Richard Pavlik
Plan as approved of cash that and Kiran Morzaria
by Shareholders has been spent
at the 2017 Annual is $1,196,250,
General Meeting which was 100%
held on 30 November used to further
2017. develop the
Cinovec Project
and working
capital.
---------------------- ------------------- -------------------------- ------------------------
Securities issued on 20 December 2017
6,517,142 Placement of Issue price Cash consideration Issued to sophisticated
CDIs 6,517,142 CDIs of 61.5 cents of $4,008,042. investors
to sophisticated per CDI. The amount
investors. of cash that
has been spent
is $4,008,042,
which was 100%
used to further
develop the
Cinovec Project,
complete the
Company's prefeasibility
study and working
capital.
---------------------- ------------------- -------------------------- ------------------------
Securities issued on 6 June 2018
1,500,000 Issued to Executives Issue price Cash consideration Neal Meadows,
CDIs under the Employee of 48.48 cents of $727,200. James Carter,
Securities Incentive per CDI. The amount Julia Beckett
Plan as approved of cash that and Jessamyn
by Shareholders has been spent Lyons
at the 2017 Annual is $1,196,250,
General Meeting which was 100%
held on 3o November used to further
2017. develop the
Cinovec Project
and working
capital.
---------------------- ------------------- -------------------------- ------------------------
Securities issued on 27 November 2018
5,177,500 Placement of Issue price Cash consideration Issued to sophisticated
CDIs 5,177,500 CDIs of 35.1 cents of GBP1,035,500 investors
to sophisticated per CDI. (approximately
investors. $1,817,300).
No amount of
cash that has
been spent
to date, however
the Company
plans to use
the funds to
progress the
Company's drilling
programme and
upgrade its
resource model
to include
measured resources
and facilitate
an estimation
of proven reserves;
begin the engineering
process for
a Definitive
Feasibility
Study; to progress
Environmental
Impact Assessments
for mining
and processing;
operate a pilot
plant for production
of samples
for marketing;
and progress
discussions
with potential
strategic partners.
---------------------- ------------------- -------------------------- ------------------------
(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 will give to ASX:
(i) a list of the allottees of the Equity Securities and the
number of Equity Securities allotted to each (not for release to
the market), in accordance with ASX Listing Rule 7.1A.4; and
(ii) the information required by ASX Listing Rule 3.10.5A for release to the market.
3.4 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 Resolution 3.
4. resolution 4 - issue OF A class peRformance shares to RELATED PARTIES
4.1 Background
On 18 December 2013, the Company entered into a conditional
agreement (Agreement) to acquire 100% of the issued capital of
European Metals (UK) Limited (a transaction which has since
completed) (Previous Acquisition), which through a wholly owned
subsidiary incorporated in the Czech Republic, had a beneficial
interest in three granted exploration permits prospective for tin
located in the Czech Republic (Assets).
Pursuant to the Agreement, the Company issued 5,000,000 B class
performance shares to the vendors (Vendors) as consideration for
the Previous Acquisition (Original Performance Shares), which have
since lapsed as the milestones relating to the Original Performance
Shares were not met.
At the Company's 2016 annual general meeting held on 18 November
2016 (2016 AGM), shareholders approved the issue of:
(a) 1,336,557 B Class Performance Shares to related parties of
the Company as set out at Schedule 1 (or their respective nominee)
(Related Parties), by virtue of resolution 7 being passed at the
2016 AGM; and
(b) 3,663,443 B Class Performance Shares to non-related parties
of the Company as set out at Schedule 1 (or their respective
nominee) (Non-Related Parties), by virtue of resolution 8 being
passed at the 2016 AGM,
(B Class Performance Shares).
The terms of the B Class Performance Shares are set out in
schedule 3 of the notice of annual general meeting dated 2 November
2016 (B Class Terms), convening the 2016 AGM (2016 Notice).
As set out in the 2016 Notice, the purpose of the issue of the B
Class Performance Shares was to replace the Original Performance
Shares, as the Board considered that it was not the fault of the
Vendors that the milestones relating to the Original Performance
Shares were not met. The B Class Performance Shares are intended to
incentivise the Vendors of the Assets on the terms of the Original
Performance Shares, as was agreed at the time of the Previous
Acquisition, apart from the new milestones which relate to the B
Class Performance Shares. The intention of the Company at the time
of issuing the B Class Performance Shares was that they would
represent a similar value to the Original Performance Shares.
However, it has become apparent that the B Class Performance Shares
approved at the 2016 AGM only represent half the value contemplated
by the Original Performance Shares, as a result of the conversion
mechanism provided for under the B Class Terms.
For the reasons set out above, the Company is seeking to
issue:
(a) 1,336,557 A Class Performance Shares to the Related Parties; and
(b) 3,663,443 A Class Performance Shares to the Non-Related Parties,
on the same terms and conditions as the B Class Performance
Shares approved at the 2016 AGM.
This additional issue to the Related Parties and Non-Related
Parties will eliminate the unintended halving effect of the current
conversion mechanism provided for under the B Class Terms and
accordingly, will give the true intended commercial purpose
underlying the issue of performance shares to the Vendors.
The Company considers the proposed issue to be reasonable and
necessary in the circumstances.
4.2 General
The Company has agreed, subject to obtaining Shareholder
approval, to issue up to 1,336,557 A Class Performance Shares to
the Related Parties (or their respective nominee) (Related Party A
Class Performance Shares) on the terms and conditions set out at
Schedule 2, being the same terms as the B Class Terms (Related
Party Issue).
Resolution 4 seeks Shareholder approval for the Related Party
Issue.
4.3 ASX Listing Rule 10.11
ASX Listing Rule 10.11 requires shareholder approval to be
obtained where an entity issues, or agrees to issue, securities to
a related party, or a person whose relationship with the entity or
a related party is, in ASX's opinion, such that approval should be
obtained unless an exception in ASX Listing Rule 10.12 applies.
As the Related Party Issue involves the issue of securities to
related parties of the Company, Shareholder approval pursuant to
ASX Listing Rule 10.11 is required unless an exception applies. It
is the view of the Directors that the exceptions set out in ASX
Listing Rule 10.12 do not apply in the current circumstances.
4.4 Technical Information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the
following information is provided in relation to the Related Party
Issue, the subject of Resolution 4:
(a) the Related Party A Class Performance Shares will be issued
to the Related Parties (or their respective nominee);
(b) the total number of Related Party A Class Performance Shares
to be issued is 1,336,557. The Related Party A Class Performance
Shares will convert into the number of Shares and equivalent number
of CDIs calculated in accordance with paragraph (l) of Schedule 2
(which will be, at most, on a 1:1 basis);
(c) the Related Party A Class Performance Shares will be granted
no later than 1 month after the date of the Meeting (or such later
date to the extent permitted by any ASX waiver or modification of
the ASX Listing Rules) and it is intended that issue of the Related
Party A Class Performance Shares will occur on the same date;
(d) the Related Party A Class Performance Shares will be issued
for nil cash consideration as it is considered that the Related
Party Issue relates to consideration in respect of the Previous
Acquisition. Accordingly, no funds will be raised from the Related
Party Issue; and
(e) the terms and conditions of the Related Party A Class
Performance Shares are set out at Schedule 2.
Approval pursuant to ASX Listing Rule 7.1 is not required for
the Related Party Issue as approval is being obtained under ASX
Listing Rule 10.11. Accordingly, the issue of the Related Party A
Class Performance Shares to the Related Parties (or their
respective nominee) will not be included in the use of the
Company's 15% annual placement capacity pursuant to ASX Listing
Rule 7.1.
5. resolution 5 - issue OF A class peRformance shares to NON-RELATED PARTIES
5.1 Background
As set out at section 4.1 above, the Company is seeking to issue
A Class Performance Shares to the Related Parties and the
Non-Related Parties to eliminate the halving effect of the current
conversion mechanism provided for under the B Class Terms and give
the true intended commercial purpose underlying the issue of
performance shares to the Vendors.
5.2 General
The Company has agreed, subject to obtaining Shareholder
approval, to issue up to 3,663,443 A Class Performance Shares to
the Non-Related Parties (or their respective nominee) (Non-Related
Party A Class Performance Shares) on the terms and conditions set
out at Schedule 2, being the same terms as the B Class Terms
(Non-Related Party Issue).
Resolution 5 seeks Shareholder approval for the Non-Related
Party Issue.
5.3 ASX Listing Rule 7.1
ASX Listing Rule 7.1 provides that a company must not, subject
to specified exceptions, issue or agree to issue more equity
securities during any 12 month period than that amount which
represents 15% of the number of fully paid ordinary securities on
issue at the commencement of that 12 month period.
The effect of Resolution 5 will be to allow the Company to issue
the Non-Related Party A Class Performance Shares to the Non-Related
Parties (or their respective nominee) during the period of 3 months
after the Meeting (or a longer period, if allowed by ASX), without
using the Company's 15% annual placement capacity.
5.4 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the
following information is provided in relation to the Non-Related
Party Issue, the subject of Resolution 5:
(a) the maximum number of Non-Related Party A Class Performance
Shares to be issued is 3,663,443. The Non-Related Party A Class
Performance Shares will convert into the number of Shares and
equivalent number of CDIs calculated in accordance with paragraph
(l) of Schedule 2 (which will be, at most, on a 1:1 basis);
(b) the Non-Related A Class Performance Shares will be issued no
later than 3 months after the date of the Meeting (or such later
date to the extent permitted by any ASX waiver or modification of
the ASX Listing Rules) and it is intended that issue of the
Non-Related Party A Class Performance Shares will occur on the same
date;
(c) the Non-Related Party A Class Performance Shares will be
issued for nil cash consideration as it is considered that the
Non-Related Party Issue relates to consideration in respect of the
Previous Acquisition. Accordingly, no funds will be raised from the
Non-Related Party Issue;
(d) the Non-Related Party A Class Performance Shares will be
issued to the Non-Related Parties (or their respective nominee);
and
(e) the terms and conditions of the Non-Related Party A Class
Performance Shares are set out at Schedule 2.
6. RESOLUTION 6 - RATIFICATION OF PRIOR ISSUE OF CDIs - PLACEMENT
3.1 Background
On 27 November 2018, the Company issued 5,177,500 CDIs via a
placement to sophisticated investors. The CDIs were issued within
the 15% annual limit permitted under ASX Listing Rule 7.1, without
the need for Shareholder approval.
Resolution 6 seeks Shareholder ratification pursuant to ASX
Listing Rule 7.4 for the issue of 5,177,500 CDIs.
6.2 Summary of ASX Listing Rules 7.1 and 7.4
A summary of Listing Rules 7.1 and 7.4 are set out in Section
2.2 above.
6.3 Technical Information Required By ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the
following information is provided in relation to this Resolution
6:
(a) a total of 5,177,500 CDIs were issued on 27 November 2018;
(b) the CDIs were issued to sophisticated investors at a price
of 20 British pence per CDI (approximately $0.351). None of these
subscribers are related parties of the Company;
(c) a total of GBP1,035,500 was raised from the issue;
(d) the CDIs issued rank equally with all other existing CDIs of the Company;
(e) the funds raised will be used to continue to advance EMH's
corporate strategy including: to progress the Company's drilling
programme and upgrade its resource model to include measured
resources and facilitate an estimation of proven reserves; begin
the engineering process for a Definitive Feasibility Study; to
progress Environmental Impact Assessments for mining and
processing; operate a pilot plant for production of samples for
marketing; and progress discussions with potential strategic
partners; and
(f) a voting exclusion statement is included in the Notice.
6.4 Board recommendation
Resolution 6 is an ordinary resolution.
The Chair will cast all available proxies in favour of
Resolution 6.
The Board recommends Shareholders vote in favour of Resolution
6.
6. Enquiries
Shareholders are invited to contact the Company Secretary, Ms
Julia Beckett, on + 61 8 6245 2057 if they have any queries in
respect of the matters set out in these documents.
Glossary
$ means Australian dollars.
10% Placement Capacity has the meaning given in section 3.1.
2016 AGM means the Company's 2016 annual general meeting held on
18 November 2016.
2016 Notice means the Company's notice of annual general meeting
dated 2 November 2016, convening the 2016 AGM.
A Class Performance Share means a performance share issued on
the terms and conditions set out at Schedule 2.
Admission means the admission to trading of the Shares on
AIM.
AIM means AIM, a market operated by London Stock Exchange
plc.
AIM Rules means the AIM Rules for Companies, the AIM Note and
the AIM Rules for Nominated Advisers, each published by the London
Stock Exchange plc, as amended from time to time.
Annual General Meeting or Meeting means the meeting convened by
the Notice.
Articles or Articles of Association means the memorandum and
articles of association of the Company as adopted from time to
time.
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.
B Class Performance Share means a performance share issued on
the B Class Terms.
B Class Terms means the terms and conditions of the B Class
Performance Shares as set out in schedule 3 of the 2016 Notice.
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.
BVI Companies Act means the BVI Business Companies Act 2004, as
amended from time to time.
CDI means a CHESS Depository Interest representing beneficial
ownership in a Share.
CDI Voting Instruction Form means the form accompanying the
Notice with that title.
Chair means the chair of the Meeting.
Company means European Metals Holdings Limited (ARBN 154 618
989).
DI means a Depository Interest.
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.
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.
Notice or Notice of General Meeting means this meeting including
the Explanatory Statement, the CDI Voting Instruction Form and the
Proxy Form.
Option means an option to acquire a CDI or a Share (as
applicable).
Ordinary Securities has the meaning set out in the ASX Listing
Rules.
Plan means the Company's Employee Securities Incentive Plan.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice of
General Meeting, or any one of them, as the context requires.
Schedule means a schedule to this Notice.
Share means a fully paid ordinary share in the capital of the
Company or a CDI (as applicable).
Shareholder means a holder of a Share.
VWAP means volume weighted average price.
Warrant means a warrant issued by the Company.
WST means Western Standard Time as observed in Perth, Western
Australia
SCHEDULE 1 - RECIPIENTS OF SECURITIES UNDER RESOLUTIONS 4 AND
5
RELATED PARTY (Resolution 4)
Name A Class Performance Shares
---------------------------
Pavel Reichl (previous Non-Executive
Director of the Company) 793,906
---------------------------
Eleanor Jean Reeves <Elanwi A/C> (wife
of David Reeves (Non-Executive Chairman
and Director of the Company)) 542,651
---------------------------
Total (Related party) 1,336,557
---------------------------
NON-RELATED PARTY (Resolution 5)
Name A Class Performance Shares
---------------------------
Olga Bubnikova 616,587
---------------------------
Otto Janout 616,587
---------------------------
Jamie John Carter & Kristen Carter <The
Brojesca A/C> 457,079
---------------------------
Sonia Barbara Moritz 35,982
---------------------------
Brian Michael Moritz 320,301
---------------------------
Hana Vanova 793,906
---------------------------
Lon Taranaki 69,085
---------------------------
Jamie John Carter & Kristen Carter <Carter
Super Fund A/C> 57,571
---------------------------
Gary Padmore 57,571
---------------------------
St Annes Trustee Ltd <Tacodoze Trust> 57,571
---------------------------
Rodinia Geological Services Pty Ltd 457,079
---------------------------
Andrew William Jameson 30,225
---------------------------
Dennis Leslie Thomas 30,225
---------------------------
Oak Trust (Guernsey) Limited <The Warm
Water Trust A/C> 40,300
---------------------------
Scott Gregory Colquhoun 15,314
---------------------------
Claire Parry 8,060
---------------------------
Total (Non-related party) 3,663,443
---------------------------
Total (Related party and non-related
party) 5,000,000
---------------------------
SCHEDULE 2 - A CLASS PERFORMANCE SHARE TERMS
DEFINITIONS
Cinovec Main means the area defined in Schedule 3.
Cinovec South means the area defined in Schedule 3.
Mineral Resource means the declared JORC 2012 resource at the
time of submission to the Czech authorities converted into a
compliant Czech resource.
Permits means the granted Cinovec I or Cinovec II permits that
the Company currently holds.
State Balance means the registration of a "Reserved Deposit"
under MZP Act 44/1998.
Rights attaching to the A Class Performance Shares
(a) (A Class Performance Shares) Each A Class Performance Share
is a share in the capital of European Metals Holdings Limited (ARBN
154 618 989) (Company).
(b) (General meetings) The A Class Performance Shares shall
confer on the holder (Holder) the right to receive notices of
general meetings and financial reports and accounts of the Company
that are circulated to holders of fully paid ordinary shares in the
capital of the Company (Shareholders) and holders of Clearing House
Electronic Sub register System (CHESS) depositary interests issued
in respect of fully paid ordinary shares in the capital of the
Company (CDI Holders).
(c) (No voting rights) The A Class Performance Shares do not
entitle the Holder to vote on any resolutions proposed at a general
meeting of Shareholders.
(d) (No dividend rights) The A Class Performance Shares do not
entitle the Holder to any dividends.
(e) (No rights to return of capital) An A Class Performance
Share does not entitle the Holder to a return of capital, whether
in a winding up, upon a reduction of capital or otherwise.
(f) (Rights on winding up) An A Class Performance Share does not
entitle the Holder to participate in the surplus profits or assets
of the Company upon winding up.
(g) (Not transferable) The A Class Performance Shares are not transferable.
(h) (Reorganisation of capital) If at any time the issued
capital of the Company is reconstructed, all rights of a Holder
will be changed to the extent necessary to comply with the
applicable ASX Listing Rules at the time of reorganisation.
(i) (Application to ASX) The A Class Performance Shares will not
be quoted on ASX or AIM. However, upon conversion of the A Class
Performance Shares into fully paid ordinary shares in the capital
of the Company (Shares) pursuant to which the Company will procure
the issue of CHESS depositary interests issued in respect of the
Shares (CDIs) on the basis of one CDI for every one Share issued,
the Company must within 10 ASX trading days after the conversion,
apply for the official quotation of the CDIs arising from the
conversion on ASX.
(j) (Participation in entitlements and bonus issues) Holders of
A Class Performance Shares will not be entitled to participate in
new issues of capital offered to Shareholders or CDI Holders such
as bonus issues and entitlement issues.
(k) (No other rights) The A Class Performance Shares give the
Holders no rights other than those expressly provided by these
terms and those provided at law where such rights at law cannot be
excluded by these terms.
Conversion of the A Class Performance Shares
(l) (Conversion on achievement of milestone) Subject to
paragraph (n), the A Class Performance Share will convert in
accordance with the below:
(i) 1,000,000 A Class Performance Shares will convert into
Shares and an equivalent number of CDIs upon the Company's Mineral
Resource at Cinovec South and Cinovec Main being entered in the
State Balance. The A Class Performance Shares shall convert into
the number of Shares and equivalent number of CDIs equal to
1,000,000 multiplied by 0.5 and divided by the greater of: (A)
$0.50 per CDI; and (B) the volume weighted average price of CDIs
(expressed as a decimal of $1.00) as calculated over the 5 ASX
trading days prior to the date the Mineral Resource is entered.
(Explanatory Note: Under Czech law a mineral resource must be
registered and henceforth treated as a resource by the Czech
Government before mining licenses can be granted. A mineral
resource has to be calculated according to the Czech regulations,
and defended in front of a committee of state certified
experts);
(ii) 1,000,000 A Class Performance Shares will convert into
Shares and an equivalent number of CDIs upon the issuance of the
preliminary mining licenses relating to the Cinovec Project. The A
Class Performance Shares shall convert into the number of Shares
and equivalent number of CDIs equal to 1,000,000 multiplied by 0.5
and divided by the greater of: (A) $0.50 per CDI; and (B) the
volume weighted average price of CDIs (expressed as a decimal of
$1.00) as calculated over the 5 ASX trading days prior to the date
the final preliminary mining license is issued; and
(iii) 3,000,000 A Class Performance Shares will convert into
Shares and an equivalent number of CDIs upon the completing of a
definitive feasibility study (DFS). For clarity, the DFS must be:
(i) of a standard suitable to be submitted to a financial
institution as the basis for lending of funds for the development
and operation of mining activities contemplated in the study; (ii)
capable of supporting a decision to mine on the Permits; and (iii)
completed to an accuracy of +/- 15% with respect to operating and
capital costs and display a pre-tax net present value of not less
than US$250,000,000. The A Class Performance Shares shall convert
into the number of Shares and equivalent number of CDIs equal to
3,000,000 multiplied by 0.5 and divided by the greater of: (A)
$0.50 per CDI; and (B) the volume weighted average price of CDIs
(expressed as a decimal of $1.00) as calculated over the 5 ASX
trading days prior to date of receipt of the completed DFS,
(together the Milestones and each a Milestone). For the
avoidance of doubt, the number of Shares and equivalent number of
CDIs which will be issued on conversion of the A Class Performance
Shares will not exceed a ratio of 1 for 1.
(m) (Conversion on change of control event) Subject to no prior
conversion pursuant to (l), the A Class Performance Shares will, in
aggregate and subject to rounding required by paragraph (o), upon
any person's voting power in the Company, as determined in
accordance with the Corporations Act 2001 (Cth), becoming more than
50%, or, a scheme of arrangement under Part 5.1 of the Corporations
Act becoming binding on Shareholders on or before that date which
is 2 years after the date of issue of the A Class Performance
Shares (Change of Control Event), that number of A Class
Performance Shares that is equal to 10% of the CDIs on issue
immediately following conversion under this paragraph will convert
into an equivalent number of Shares and an equivalent number of
CDIs. The conversion will be completed on a pro rata basis across
each class of Performance Shares then on issue as well as on a pro
rata basis for each Holder. A Class Performance Shares that are not
converted into Shares and CDIs under this paragraph will continue
to be held by the Holders on the same terms and conditions.
(n) (Redemption if milestone not achieved) If the Milestone is
not achieved or the Change of Control Event does not occur by the
required date, then each A Class Performance Share held by a Holder
will be automatically redeemed by the Company for the sum of
$0.000001 within 10 ASX trading days of non- satisfaction of the
Milestone.
(o) (Conversion procedure) The CDIs issued upon conversion of
the A Class Performance Shares will be issued to the Holders in
proportion to their respective holdings of the aggregate number of
A Class Performance Shares on issue with fractional entitlements of
each Holder being rounded down to the nearest whole CDI. The
Company will procure the issue to the Holder of a new holding
statement for the CDIs within 10 ASX trading days following
conversion of the A Class Performance Shares. An equivalent number
of Shares will be issued to the depositary engaged by the Company
to hold legal title to the Shares to which the CDIs relate.
(p) (Lapse of A Class Performance Share): each A Class
Performance Share shall expire on the date that is three (3) years
from the date of issue (Expiry Date) if the relevant Milestone
attached to that A Class Performance Share has not been achieved,
at which time the Company will redeem the relevant A Class
Performance Shares in accordance with paragraph (n) above.
(q) (Ranking upon conversion) Respectively, the Shares and CDIs
issued on conversion of the A Class Performance Shares will rank
pari passu in all respects with existing Shares and CDIs.
Schedule 3 - LOCATION OF CINOVEC RESOURCE FOR A CLASS
PERFORMANCe SHARES
Refer to the announcement on the European Metals Website for the
map of the location of the Cinovec Resource for A Class Performance
Shares - www.europeanmet.com.
CDI VOTING INSTRUCTION FORM
Please mark þ to indicate your directions.
Please send CDI Voting Instruction Form no later than 10:30am
WST on 16 December 2018 to:
PO Box 1240
WEST PERTH WA 6872
Or via fax +61 8 6245 2055 or email to julia@europeanmet.com
STEP 1 Complete Shareholding Details
Name: ___________________________________________________________________________________
Address: __________________________________________________________________________________
__________________________________________________________________________________
Holder ID:
__________________________________________________________________________________
STEP 2 CHESS Depositary Nominees will vote as directed
Voting Instructions to CHESS Depositary Nominees Pty Ltd
PLEASE MARK BOX A OR B
I/We being a holder of CHESS Depositary Interests of European
Metals Holdings Limited hereby
A Instruct CHESS Depository Nominees Pty Ltd to vote the shares
underlying my/our holding at the Annual General Meeting of European
Metals Holdings Limited to be held at Suite 12, Level 1, 11 Ventnor
Avenue, West Perth, Western Australia on 18 December 2018 at
10:30am WST and at any adjournment or postponement of that meeting
in the manner instructed in Step 3. By execution of this CDI Voting
Instruction Form and selection of Box A the undersigned hereby
authorises CHESS Depository Nominees Pty Ltd to appoint such
proxies or their substitutes to vote as instructed and otherwise in
their discretion on such business as duly properly come before the
meeting.
B Instruct CHESS Depository Nominees Pty Ltd to appoint the
following person as my/our proxy in respect of the shares
underlying my/our holding at the Annual General Meeting of European
Metals Holdings Limited to be held at Suite 12, Level 1, 11 Ventnor
Avenue, West Perth, Western Australia on 18 December 2018 at
10:30am WST and at any adjournment or postponement of that
meeting.
STEP 3 Items of Business
* PLEASE NOTE: If you mark the Abstain box for an item, you are
directing CHESS Depositary Nominees Pty Ltd or their appointed
proxy not to vote on your behalf on a show of hands or a poll and
your votes will not be counted in computing the required
majority.
FOR AGAINST ABSTAIN
Resolution Re-election of Director - Mr
1 David Reeves
Resolution Ratification of Prior Issue of
2 CDIs - Placement
Resolution
3 Approval of 10% Placement Capacity
Resolution Issue of A Class Performance
4 Shares to Related Parties
Resolution Issue of A Class Performance
5 Shares to Non-Related Parties
Resolution Ratification of Prior Issue of
6 CDIs - Placement
SIGN Signature of Securityholder(s) This section must be completed
Individual or Shareholder Shareholder 2 Shareholder 3
1
---------------------------- -------------------------- ---------------------------
Sole Director/Company Director Director/Company Secretary
Secretary
Date:
------
Contact name: Contact ph (daytime):
------ ---------------------------
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
NOAFDASDSFASEIF
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