TIDMOEX
RNS Number : 2781N
Oilex Ltd
24 October 2016
OILEX LTD
ABN 50 078 652 632
Notice of Annual General Meeting
Wednesday, 23 November 2016
at 10:00am (AWST)
at
The Park Business Centre
45 Ventnor Avenue, West Perth
Western Australia
Important: 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 3200.
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of
Shareholders of Oilex Ltd ABN 50 078 652 632 (Company) will be held
at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western
Australia on Wednesday, 23 November 2016 at 10:00am (AWST), to
conduct the business set out below.
Voting Eligibility
In accordance with regulation 7.11.37 of the Corporations
Regulations 2001 (Cth), the Company has determined that the
shareholding of each person for the purposes of determining
entitlements to attend and vote at the Annual General Meeting will
be the entitlement of that person set out in the Company's register
as at 4:00pm (AWST) on Monday, 21 November 2016. Accordingly,
transactions registered after this time will be disregarded in
determining entitlements to attend and vote at the Annual General
Meeting.
To vote in person, you must attend the Meeting at the time, date
and place set out above.
To vote by proxy, please complete and sign the enclosed Proxy
Form and return by the time and in accordance with the instructions
set out on the Proxy Form.
CREST - Depositary Interests
Holders of Depositary Interests (DI Holders) are invited to
attend the Meeting but are not entitled to vote at the Meeting. For
their votes to be counted, DI Holders must either:
1. submit a CREST Voting Instruction to the Company's agent in
accordance with the instructions below; or
2. complete, sign and return the enclosed CREST Form of
Instruction to the Company's agent using the enclosed reply paid
envelope,
by 10:00am GMT on 18 November 2016. DI Holders who are CREST
members and who wish to issue an instruction through the CREST
electronic voting appointment service may do so by using the
procedures described in the CREST Manual (available from
https://my.euroclear.com/euilegal.html). CREST personal members or
other CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST
sponsor or voting services provider(s), who will be able to take
the appropriate action on their behalf.
In order for instructions made using the CREST service to be
valid, the appropriate CREST message (a CREST Voting Instruction)
must be properly authenticated in accordance with the
specifications of Euroclear UK & Ireland Limited (EUI) and must
contain the information required for such instructions, as
described in the CREST Manual.
The message, regardless of whether it relates to the voting
instruction or to an amendment to the instruction given to the UK
Depositary must, in order to be valid, be transmitted so as to be
received by the issuer's agent (ID 3RA50) no later than 10:00am GMT
on 18 November 2016. 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 issuer's agent is able to retrieve the CREST Voting Instruction
by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or
voting service providers should note that EUI 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 each CREST member concerned to take (or, if
the CREST member is a CREST personal member or sponsored member or
has appointed a voting service provider(s), to procure that the
CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a CREST Voting Instruction is
transmitted by means of the CREST service by any particular time.
In this regard, CREST members 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.
The Company may treat as invalid a CREST Voting Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Business of the Meeting
Financial and other reports
To receive and consider the financial report, together with the
declaration of the Directors, the Directors' Report (including the
Remuneration Report) and the auditor's report for the financial
year ended 30 June 2016.
In compliance with section 315 of the Corporations Act, these
reports are available in PDF format at the Investor Information
section of the Company's website at: www.oilex.com.au. If you wish
to receive hard copies of these reports, please send a written
request to the Company Secretary, at Oilex Ltd, Ground Floor, 44a
Kings Park Road, West Perth, Western Australia, 6005.
The Explanatory Memorandum (attached) should be read in
conjunction with this Notice of Meeting.
Agenda
Resolution 1 - Election of Mr Bradley Lingo as a Director
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
"That, for the purposes of section 8.2 of the Constitution and
for all other purposes, Mr Bradley Lingo, a Director who was
appointed on 11 February 2016, retires, and being eligible, is
elected as a Director."
Resolution 2 - Replacement of the Constitution
To consider and, if thought fit, to pass the following
resolution as a special resolution:
"That, for the purposes of section 136(2) of the Corporations
Act and for all other purposes, the Company's existing Constitution
is repealed and a new constitution is adopted in its place in the
form as signed by the Chair of the Meeting for identification
purposes."
Resolution 3 - Approval of Managing Director Special Funding and
Retention Awards
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other
purposes, Shareholders approve the issue of:
(a) A$100,000 worth of Shares; and
(b) 2,000,000 retention rights to Shares,
to Managing Director Mr Jonathon Salomon on the terms and
conditions set out in the Explanatory Memorandum."
Resolution 4 - 10% capacity to issue shares under Listing Rule
7.1A
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, Shareholders approve the Company having the additional
capacity to issue equity securities 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 over a 12 month
period from the date of the Annual General Meeting, at a price no
less than that determined pursuant to Listing Rule 7.1A.3 and
otherwise on the terms and conditions set out in the Explanatory
Memorandum."
Resolution 5 - Adoption of Remuneration Report
To consider and, if thought fit, to pass 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, approval is given for the adoption
of the Remuneration Report as contained in the Company's Annual
Report for the financial year ended 30 June 2016."
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 (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.
Note: The vote on Resolution 5 will be advisory only and will
not bind the Directors or the Company. The Directors will consider
the outcome of the vote and comments made by Shareholders on the
Remuneration Report at the Meeting when reviewing the Company's
remuneration policies.
Resolution 6 - Spill Resolution
Should there be 25% or more votes cast against Resolution 5, to
consider and, if thought fit, to pass 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) the Company to hold another meeting of Shareholders within
90 days of the date of this Meeting (Spill Meeting); and
(b) all Vacating Directors to cease to hold office immediately
before the end of the Spill Meeting; and
(c) resolutions to appoint persons to offices that will be
vacated pursuant to (b) to be put to vote at the Spill
Meeting."
If less than 25% of the votes cast on Resolution 5 are voted
against adoption of the Remuneration Report, the Chair will
withdraw Resolution 6.
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 (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:
(a) the voter is appointed as a proxy by writing that specifies
the way the proxy is to vote on this Resolution; or
(b) 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.
By order of the Board
Mark Bolton
Company Secretary
19 October 2016
Explanatory Memorandum
This Explanatory Memorandum has been prepared for the
information of Shareholders in connection with the business to be
conducted at the Annual General Meeting.
This Explanatory Memorandum should be read in conjunction with
the accompanying Notice of Meeting.
Business of the Meeting
Financial and other reports
Section 317 of the Corporations Act requires the Directors of
the Company to put before the Annual General Meeting the financial
report, Directors' Report (including the Remuneration Report),
declaration of the Directors and the auditor's report for the
financial year that ended before the Annual General Meeting.
In accordance with section 250S of the Corporations Act,
Shareholders will be provided with a reasonable opportunity to ask
questions or make statements in relation to those reports but no
formal resolution to adopt the reports will be put to Shareholders
at the Annual General Meeting (save for Resolution 5 in respect of
the adoption of the Remuneration Report).
Shareholders will also be given a reasonable opportunity to ask
the Company auditor questions about the conduct of the audit and
the preparation and content of the auditor's report. In addition to
taking questions at the Annual General Meeting, written questions
to the Chair about the management of the Company, or the Company's
auditor about:
-- the preparation and content of the auditor's report;
-- the conduct of the audit;
-- accounting policies adopted by the Company in relation to the
preparation of the financial statements; and
-- the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 business days before the Annual
General Meeting to the Company's registered office.
A copy of the Company 2016 Annual Report is available in the
Investor Information section of the Company's website at:
www.oilex.com.au.
Resolutions
Resolution 1 - Election of Mr Bradley Lingo as a Director -
Ordinary Resolution
Clause 8.1 of the Constitution allows the Directors to appoint
at any time a person to be a Director as an addition to the
existing Directors, but only where the total number of Directors
does not at any time exceed the maximum number specified by the
Constitution. Any Director so appointed holds office only until the
next following Annual General Meeting and is then eligible for
re-election.
Mr Lingo has provided the following information in relation to
his qualifications and experience:
Full name: Bradley Lingo
Qualifications: Bachelor of Arts with Honours, Juris Doctorate, MAICD
Mr Lingo has more than 30 years of experience in a diverse range
of oil and gas leadership roles, including business development,
new ventures, mergers and acquisitions and corporate finance. Mr
Lingo has worked with Tenneco Energy and El Paso Corporation in the
US and Australia, the Commonwealth Bank of Australia and
Drillsearch Energy Limited. He is currently the Managing Director
and CEO of Elk Petroleum Limited.
Mr Lingo joined the Oilex Board as Non-Executive Director in
February 2016.
The Board, excluding Mr Lingo, recommends that members vote in
favour of Mr Lingo's election as a Director.
Resolution 2 - Replacement of the Constitution - Special
Resolution
A company may modify or repeal its constitution or a provision
of its constitution by special resolution of Shareholders.
Resolution 2 is a special resolution which will enable the
Company to repeal its existing Constitution and adopt a new
constitution (Proposed Constitution) which is of the type required
for a listed public company limited by shares updated to ensure it
reflects the current provisions of the Corporations Act and Listing
Rules. Accordingly, at least 75% of votes cast by Shareholders
present and eligible to vote at the Meeting must be in favour of
Resolution 2 for it to be passed.
This will incorporate amendments to the Corporations Act and
Listing Rules since the current Constitution was adopted on 28 July
2006.
The Directors believe that it is preferable in the circumstances
to replace the existing Constitution with the Proposed Constitution
rather than to amend a multitude of specific provisions.
The Proposed Constitution is broadly consistent with the
provisions of the existing Constitution. It is not practicable to
list all of the changes to the Constitution in detail in this
Explanatory Memorandum, many of which are administrative or minor
in nature including but not limited to:
-- updating references to bodies or legislation which have been
renamed (e.g. references to the Australian Settlement and Transfer
Corporation Pty Ltd, ASTC Settlement Rules and ASTC Transfer);
and
-- expressly providing for statutory rights by mirroring these
rights in provisions of the Proposed Constitution.
A summary of the proposed key material changes is set out below.
This summary is not intended to be an exhaustive explanation of all
of the changes effected by the adoption of the Proposed
Constitution.
Summary of proposed key material changes
-- Article 3.1 of the Proposed Constitution (number of
Directors): The requirement for there to be no more than 9
Directors has been removed from the Proposed Constitution. The
Proposed Constitution does not specify the maximum number of
Directors.
-- Article 11 of the Proposed Constitution (rights and powers of
alternate director): Article 6.4(h) of the Proposed Constitution
provides that subject to Article 6.5(g) of the Proposed
Constitution (which provides for reimbursement of certain
reasonable expenses), the Company is not required to pay any
remuneration to an Alternate Director. This was not specifically
dealt with in the Constitution.
-- Article 31 of the Proposed Constitution (vacation of office
of Director): Article 31(3) of the Constitution provides that the
office of a Director become vacant if the Director is not present
(either personally or by alternate director) at 3 consecutive
meetings of Directors without special leave of absence from the
Directors and the Directors declare his or her seat vacant. Article
6.3(k) of the Proposed Construction removes this requirement and
provides that a Director ceases to be a Director if the Director is
absent without the consent of all of the Directors from all
meetings of the Directors held during a period of 6 months.
-- Article 38 of the Proposed Constitution (payment of
remuneration): Article 6.5(h) of the Proposed Constitution provides
that a Director may participate in any fund, trust or scheme for
the benefit of past or present employees or Directors of the
Company or a related body corporate of the Company or the
dependants of, or persons connected with any of those persons. This
was not specifically dealt with in the Constitution. Article 6.5(i)
of the Proposed Constitution also provides that the Company may
give, or agree to give, a person a benefit in connection with that
person's, or someone else's, retirement from a board or managerial
office in the Company or a related body corporate of the Company,
subject to the Corporations Act. This was not specifically dealt
with in the Constitution.
-- Article 81 of the Proposed Constitution (quorum): Article
81.1 of the Constitution currently provides that the quorum for a
meeting of Company members is 3 members. Article 5.6(a) of the
Proposed Constitution provides that the quorum for a meeting of
Company members is 2 eligible members.
-- Article 96 of the Proposed Constitution (objections to right
to vote): Article 5.13(a)(i) of the Proposed Constitution provides
that an objection to a qualification of any person to vote at a
meeting of members may only be made before that meeting. Article
5.13(b) of the Proposed Constitution provides that any objection
must be decided by the Directors or the chairperson of the meeting
of member (as the case may be), whose decision is final and
conclusive.
-- Article 122 of the Proposed Constitution (dividends and
reserves): New rules for the payment of dividends have been
inserted into the Proposed Constitution to address amendments to
the Corporations Act which became effective in 2010. The Directors
consider it appropriate to update the Constitution for these
amendments to allow more flexibility in the payment of dividends in
the future should the Company be in a position to pay dividends.
There is now a three-tiered test that the Company will need to
satisfy before paying a dividend, replacing the previous test that
dividends may only be paid out of profits. The amended requirements
provide that the Company must not a pay a dividend unless:
- the Company's assets exceed its liabilities immediately before
the dividend is declared and the excess is sufficient for the
payment of the dividend;
- the payment of the dividend is fair and reasonable to Shareholders as a whole; and
- the payment of the dividend does not materially prejudice the
Company's ability to pay its creditors.
-- Article 13 of the Proposed Constitution (United Kingdom
Financial Conduct Authority's Disclosure and Transparency Rules):
The Proposed Constitution contains new Article 13 which provides
that for so long as the Company's Shares are admitted to trading on
AIM, the provisions of the United Kingdom Financial Conduct
Authority's Disclosure and Transparency Rules Sourcebook governing
the disclosure of interests in shares in the United Kingdom by
issuers who have their registered office in the United Kingdom
shall be deemed to be incorporated into the Proposed Constitution
and shall bind the Company and the members.
-- Article 162 of the Constitution (partial takeovers): Pursuant
to section 648G of the Corporations Act, the Proposed Constitution
contains a provision whereby a proportional takeover bid for Shares
may only proceed after the bid has been approved by a meeting of
Shareholders held in accordance with the terms set out in the
Corporations Act. A proportional takeover bid is a takeover bid
where the offer made to each shareholder is only for a proportion
of that shareholder's shares. Whilst an equivalent clause is
included in the current Constitution, the clause ceases to have
effect on the third anniversary of the date of the adoption of last
renewal of the clause. It is therefore reinserted into the Proposed
Constitution for a further period of 3 years.
Information required by section 648G of the Corporations
Act:
- Effect of proposed proportional takeover provisions: Where
offers have been made under a proportional off-market bid in
respect of a class of securities in a company, the registration of
a transfer giving effect to a contract resulting from the
acceptance of an offer made under such a proportional off-market
bid is prohibited unless and until a resolution to approve the
proportional off-market bid is passed by its members.
- Reasons for proportional takeover provisions: A proportional
takeover bid may result in control of the Company changing without
Shareholders having the opportunity to dispose of all their Shares.
By making a partial bid, a bidder can obtain practical control of
the Company by acquiring less than a majority interest.
Shareholders are exposed to the risk of being left as a minority in
the Company and the risk of the bidder being able to acquire
control of the Company without payment of an adequate control
premium. These amended provisions allow Shareholders to decide
whether a proportional takeover bid is acceptable in principle, and
assist in ensuring that any partial bid is appropriately
priced.
- Knowledge of any acquisition proposals: As at the date of this
Notice of Meeting, no Director is aware of any proposal by any
person to acquire, or to increase the extent of, a substantial
interest in the Company.
- Potential advantages and disadvantages of proportional
takeover provisions: The Directors consider that the proportional
takeover provisions have no potential advantages or disadvantages
for them and that they remain free to make a recommendation on
whether an offer under a proportional takeover bid should be
accepted.
The potential advantages of the proportional takeover provisions
for Shareholders include:
-- the right to decide by majority vote whether an offer under a
proportional takeover bid should proceed;
-- assisting in preventing Shareholders from being locked in as
a minority;
-- increasing the bargaining power of Shareholders, which may
assist in ensuring that any proportional takeover bid is adequately
priced; and
-- each individual Shareholder may better assess the likely
outcome of the proportional takeover bid by knowing the view of the
majority of Shareholders which may assist in deciding whether to
accept or reject an offer under the takeover bid.
The potential disadvantages of the proportional takeover
provisions for Shareholders include:
-- proportional takeover bids may be discouraged;
-- lost opportunity to sell a portion of their Shares at a
premium; and
-- the likelihood of a proportional takeover bid succeeding may
be reduced.
The Proposed Constitution is available for review by
Shareholders at the Company's website www.oilex.com.au and at the
Company's registered office located at Ground Floor, 44a Kings Park
Road, West Perth, Western Australia, 6005.
A copy of the Proposed Constitution can also be sent to
Shareholders upon request to the Company Secretary by calling +61 8
9485 3200.
Shareholders are invited to contact the Company if they have any
queries or concerns.
The Directors unanimously recommend that Shareholders vote in
favour of Resolution 2.
Resolution 3 - Approval of Managing Director Special Funding and
Retention Awards - Ordinary Resolution
General
On 30 November 2015, the Company announced the appointment of Mr
Jonathon Salomon as an independent non-executive Director of the
Company and on 18 March 2016, Mr Salomon was appointed Managing
Director for a term of 1 year. The terms and conditions of the
executive employment agreement include the grant, subject to
Shareholder approval, of the following special funding and
retention awards:
(a) A$100,000 worth of Shares upon resolution of the Company's
litigation issues involving Zeta Resources Limited (Award Shares);
and
(b) 2,000,000 retention rights to Shares at no cost if he enters
a subsequent term of employment as Managing Director prior to 18
March 2017 (Retention Rights),
(together, Awards).
On 8 June 2016, the Company announced all litigation issues had
been resolved and Mr Salomon became entitled to receive the Award
Shares. The pricing of the Award Shares will be based on the 20 day
VWAP of Shares on the ASX in the 20 trading days preceding the
Annual General Meeting. If shareholder approval is not granted in
respect of the issue of Award Shares, then Mr Salomon will be
entitled to receive that Award in cash.
The Board, other than Mr Salomon, has elected to issue the
Awards to Mr Salomon as a key component of his remuneration in
order to retain his services and to provide incentive linked to the
performance of the Company.
Listing Rule 10.11
In accordance with Listing Rule 10.11, the Company must not
issue equity securities to a related party of the Company unless it
obtains Shareholder approval.
Mr Salomon is a related party of the Company by virtue of his
position as a Director.
The effect of passing Resolution 3 will be to allow the Company
to issue the Awards to Mr Salomon in accordance with Listing Rule
10.11.
As Shareholder approval is sought under Listing Rule 10.11,
approval under Listing Rule 7.1 is not required.
Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act requires that for a public
company, or an entity that the public company controls, to give a
financial benefit to a related party of the public company, the
public company or entity must:
(a) obtain the approval of the public company's members in the
manner set out in sections 217 to 227 of the Corporations Act;
and
(b) give the benefit within 15 months following such
approval,
unless the giving of the financial benefit falls within an
exception set out in sections 210 to 216 of the Corporations
Act.
The issue of the Awards to Mr Salomon constitutes giving a
financial benefit to a related party by virtue of Mr Salomon's
position as a Director.
The Board (other than Mr Salomon who has a material personal
interest in Resolution 3) has considered the application of Chapter
2E of the Corporations Act and has resolved that the exception
provided by Section 211 of the Corporations Act is relevant in the
circumstances. The agreement to grant the Awards, reached as part
of Mr Salomon's executive services agreement, is considered
reasonable remuneration in the circumstances and accordingly, the
Company will not seek approval for the issue of the Awards pursuant
to Section 208 of the Corporations Act.
Specific information required by Listing Rule 10.13
Pursuant to and in accordance with Listing Rule 10.13, the
following information is provided in relation to the issue of the
Awards:
(a) the following Awards will be issued to Mr Salomon;
(i) A$100,000 worth of Shares based on the 20 day VWAP of Shares
on the ASX in the 20 trading days preceding the Annual General
Meeting; and
(ii) 2,000,000 Retention Rights.
(b) the Awards will be issued 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 Listing Rules);
(c) the Awards will have an issue price of nil as they are being
issued as part of Mr Salomon's remuneration package;
(d) the Award Shares will be fully paid ordinary shares in the
capital of the Company and will rank equally in all respects with
the Company's existing Shares on issue;
(e) the Retention Rights will, subject to Mr Salomon entering
into a subsequent term of employment as Managing Director by 18
March 2017, be convertible to Shares at no cost and will otherwise
be issued on the terms and conditions in Schedule 1;
(f) no funds will be raised by the issue of the Awards; and
(g) a voting exclusion statement is included in the Notice.
The Company has applied to the ASX for a waiver of Listing Rule
10.13.5 in relation to the issue price of the Shares proposed to be
issued. The Company will advise the market when the ASX provides
the decision in relation to the requested waiver.
Refer to Schedule 1 for Terms and Conditions of Retention
Rights
The Directors, other than Mr Salomon, unanimously recommend that
Shareholders vote in favour of Resolution 3.
Resolution 4 - Approval of 10% Additional Placement Capacity -
Special Resolution
General
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 as defined
below.
If Shareholders approve Resolution 4, 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 Listing Rule 7.1A.2 (as set out below).
The effect of Resolution 4 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 4 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 4 for it to be passed.
Listing Rule 7.1A
Listing Rule 7.1A 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 current market capitalisation of
$9.4 million.
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 Equity Securities on issue, being the Shares (ASX
Code: OEX).
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:
(a) plus the number of Shares issued in the previous 12 months
under an exception in Listing Rule 7.2;
(b) plus the number of partly paid shares that became fully paid in the previous 12 months;
(c) 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
(d) 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 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 Listing Rule 7.1
or 7.4.
Technical information required by Listing Rule 7.3A
Pursuant to and in accordance with Listing Rule 7.3A, the
information below is provided in relation to this Resolution 4:
Minimum price of securities issued under Listing Rule 7.1A -
Listing Rule 7.3A.1
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 (i) above, the date on which
the Equity Securities are issued.
Risk of economic and voting dilution - Listing Rule 7.3A.2
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.
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,
which may have an effect on the amount of funds raised by the
issue or the value of the Equity Securities.
If Resolution 4 is approved by Shareholders and the Company
issues the maximum number of Equity Securities available under the
10% Placement Capacity, the potential economic and voting dilution
of existing Shares is shown in the following table.
The table following shows the dilution of existing Shareholders
calculated in accordance with the formula outlined in Listing Rule
7.1A(2), on the basis of the current market price of Shares and the
current number of Shares 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
Issue (Variable 'A' in Dilution
Listing Rule 7.1A(2))*
----------------------- ------------------------------------------------------------------------------------------------------------------------
Issue Price (per Share) $0.048 [$0.008] $0.144
50% decrease in Issue Price Issue Price 50% increase in Issue Price
----------------------- ------------------------------------- ----------------------------- ------------------- -----------------------------
1,180,426,999 Shares issued - 10% voting dilution 118,042,700 Shares 118,042,700 Shares 118,042,700 Shares
(Current Variable A)
-------------------------------------------------------------- ----------------------------- ------------------- -----------------------------
Funds raised $472,171 $944,342 $1,416,512
------------------------------------------------------------- ----------------------------- ------------------- -----------------------------
1,770,640,499 (50% Shares issued - 10% voting dilution 177,064,050 Shares 177,064,050 Shares 177,064,050 Shares
increase in Variable
A)
----------------------- ------------------------------------- ----------------------------- ------------------- -----------------------------
Funds raised $708,256 $1,416,512 $2,124,769
------------------------------------------------------------- ----------------------------- ------------------- -----------------------------
2,360,853,998 (100% Shares issued - 10% voting dilution 236,085,400 Shares 236,085,400 Shares 236,085,400 Shares
increase in Variable
A)
----------------------- ------------------------------------- ----------------------------- ------------------- -----------------------------
Funds raised $944,342 $1,888,683 $2,833,025
------------------------------------------------------------- ----------------------------- ------------------- -----------------------------
*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 or
scrip issued under a takeover offer) or that are issued with
Shareholder approval under Listing Rule 7.1 or 7.4.
The table above uses the following assumptions:
1. There are currently 1,180,426,999 Shares on issue at the date
of this Notice and no further Shares are issued or convertible
securities are exercised or converted into Shares before the date
of the issues of Equity Securities.
2. The issue price set out above is the closing price of the
Shares on the ASX on 18/10/16.
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.
5. The issue of Equity Securities under the 10% Placement
Capacity consists only of Shares. If the issue of equity securities
includes options, it is assumed that these options are exercised
into Shares for the purposes of calculating voting dilution effect
on existing Shareholders.
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 Listing Rule 7.1 or 7.4.
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%.
Final date for issue - Listing Rule 7.3A.3
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 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).
The Company will only issue Equity Securities under the 10%
Placement Capacity during this time.
Purpose of Issue under 10% Placement Capacity - Listing Rule
7.3A.4
The Company may issue Equity Securities under the 10% Placement
Capacity for the following purposes:
(i) cash consideration, in which case the Company intends to use
funds raised for activities associated with the Cambay Production
Sharing Contract in India and the Wallal Graben in the Canning
Basin of Western Australia; or
(ii) non-cash consideration, for any acquisition of new
resources assets and investments including previously announced
acquisitions. 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 pursuant to Listing Rule 7.1A.
Allocation policy under the 10% Placement Capacity - Listing
Rule 7.3A.5
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 any Equity Securities which may 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.
Previous Approval under Listing Rule 7.1A - Listing Rule
7.3A.6
The Company did not previously obtain approval under Listing
Rule 7.1A at the Company's 2015 Annual General Meeting in 2015. No
Equity Securities have been issued in the previous 12 months
preceding the date of the Meeting.
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
Listing Rule 7.1A. Therefore, no existing Shareholders will be
excluded from voting on Resolution 4.
Resolution 5 - Adoption of Remuneration Report - Ordinary
Resolution
Section 250R of the Corporations Act requires that a resolution
to adopt the Remuneration Report must be put to the vote at the
Annual General Meeting. The vote on this Resolution is advisory
only and does not bind the Directors or the Company.
The Remuneration Report is set out in pages 25 to 39 of the
Company's Annual Report 2016, which is available on the Investor
Information section of the Company's website at
www.oilex.com.au.
In accordance with section 250SA of the Corporations Act,
Shareholders will be provided with a reasonable opportunity to ask
questions concerning, or make comments on, the Remuneration Report
at the Annual General Meeting.
The Directors will consider the outcome of the vote and comments
made by shareholders on the Remuneration Report at the Meeting when
reviewing the Company's remuneration policies.
Part 2G.2, Division 9 of the Corporations Act provides
Shareholders with the opportunity to remove the whole Board except
the Managing Director if the Remuneration Report receives a 'no'
vote of 25% or more (Strike) at two consecutive annual general
meetings.
Where a resolution on the Remuneration Report receives a Strike
at two consecutive annual general meetings, the Company will be
required to put to Shareholders at the second annual general
meeting a resolution (spill resolution) on whether another meeting
should be held (within 90 days) at which all Directors (other than
the managing director) who were in office at the date of approval
of the applicable Directors' Report must stand for re-election.
The Company's Remuneration Report received a first Strike at the
2015 Annual General Meeting. If the Remuneration Report receives a
second Strike at this Meeting (2016 Annual General Meeting),
Shareholders should be aware that this may result in the
re-election of the Board pursuant to a spill resolution (refer to
Resolution 6).
Proxy voting restrictions
Shareholders appointing a proxy for this Resolution should note
the following:
-- If you appoint a member of the 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 as your proxy: you must direct your proxy how to vote on
this Resolution. 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.
-- If you appoint the Chair as your proxy (where the Chair 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): you do not need to direct your
proxy how to vote on this Resolution. However, if you do not direct
the Chair how to vote, you must mark the acknowledgement on the
Proxy Form to expressly authorise the Chair to exercise his or her
discretion in exercising your proxy even though this Resolution is
connected directly or indirectly with the remuneration of Key
Management Personnel.
-- If you appoint any other person as your proxy: you do not
need to direct your proxy how to vote on this Resolution, and you
do not need to mark any further acknowledgement on the Proxy
Form.
The Board unanimously recommends that members vote in favour of
Resolution 5.
Resolution 6 - Spill Resolution - Ordinary Resolution
If less than 25% of the votes cast on Resolution 5 are voted
against adoption of the Remuneration Report, the Chair will
withdraw Resolution 6.
General
The Corporations Act requirements for this Resolution to be put
to vote are set out in Resolution 5.
The effect of this Resolution being passed is the Company will
be required to hold another meeting of Shareholders within 90 days
of the date of this Meeting (Spill Meeting) and the Vacating
Directors will cease to hold office immediately before the end of
the Spill Meeting. The business of the Spill Meeting will be to put
to vote resolutions to appoint persons to offices vacated by the
Vacating Directors (which excludes the Managing Director).
In the event a Spill Meeting is required a separate Notice of
Meeting will be distributed to Shareholders with details about
those persons that will seek election as directors of the Company
at the Spill Meeting.
Proxy voting restrictions
Shareholders appointing a proxy for this Resolution should note
the voting restrictions set out in Resolution 5 apply in the same
manner to this Resolution.
Glossary
Words which are defined in the Explanatory Memorandum have the
same meaning when used in this Notice of Meeting unless the context
requires otherwise. For assistance in considering the Notice of
Meeting and Explanatory Memorandum, the following words are defined
here:
10% Placement Capacity has the meaning given in the Explanatory
Memorandum for Resolution 4.
AIM means the Alternative Investment Market of the London Stock
Exchange Plc.
Annual General Meeting or Meeting means the annual general
meeting of the Company convened under the Notice of Meeting.
ASX means ASX Limited ACN 008 624 691 and where the context
requires, the financial market operated by ASX Limited trading as
the Australian Securities Exchange.
AWST means Australian Western Standard Time, being the time in
Perth, Western Australia.
Board means the board of Directors of the Company.
Chair means the person appointed to chair the Meeting of the
Company convened by the Notice.
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.
Company means Oilex Ltd ABN 50 078 652 632.
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
CREST means the computerised settlement system (as defined in
the Uncertificated Securities Regulations 2001) in the United
Kingdom operated by Euroclear UK & Ireland Limited which
facilitates the transfer of title to shares in uncertificated
form.
CREST Manual means the manual relating to CREST issued by
Euroclear UK & Ireland Limited.
CREST Voting Instruction means a message which is sent using
CREST.
Depositary Interest means an interest representing a Share, as
issued by the UK Depositary and which enables the holder to hold
and settle transfers of Shares in CREST.
Director means a director of the Company from time to time.
Explanatory Memorandum means the explanatory memorandum
accompanying this Notice of Meeting.
GMT means Greenwich Mean Time.
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.
Listing Rules means the listing rules of ASX.
Managing Director means the managing director of the Company who
may, in accordance with the Listing Rules, continue to hold office
indefinitely without being re-elected to the office.
Notice of Meeting or Notice means this notice of annual general
meeting.
Ordinary Resolution means a resolution passed by more than 50%
of the votes cast by members entitled to vote on the
resolution.
Proxy Form means the proxy form accompanying the Notice of
Meeting.
Remuneration Report means the remuneration report set out in the
Director's Report section of the Company's annual report for the
year ended 30 June 2016.
Resolution means a resolution set out in the Notice of
Meeting.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a holder of a Share.
Special Resolution means a resolution passed by more than 75% of
the votes cast by members entitled to vote on the resolution.
UK Depositary means Computershare Investor Services Plc.
Vacating Directors means the Directors who were directors of the
Company when the resolution to make the Directors' report
considered at the last annual general meeting of the Company was
passed, other than the managing director of the Company at that
time.
WST means Western Standard Time, being the time in Perth,
Western Australia.
Voting by Proxy
1. A Proxy Form is enclosed with this Notice of Meeting.
2. Each member who is entitled to attend and cast a vote at the
Annual General Meeting may appoint a proxy. A proxy need not be a
member.
3. A member who is entitled to cast 2 or more votes at the
Annual General Meeting may appoint either 1 or 2 proxies. If you
wish to appoint 2 proxies you must use a separate proxy form for
each proxy and indicate the percentage of your voting rights or the
number of shares that each proxy is appointed in respect of on the
proxy forms. If you wish to appoint more than 1 proxy you should
photocopy the enclosed proxy form or request an additional proxy
form to be sent to you. Where a member appoints 2 proxies and does
not specify the proportion or number of the member's votes, each
proxy may exercise half of the member's rights.
4. An instrument appointing a proxy may not be treated as valid
unless the instrument, and the power of attorney or other authority
(if any) under which the instrument is signed or proof of the power
or authority to the satisfaction of the Directors, is or are:
-- deposited at the Company's share registry, Link Market
Services Limited, 1A Homebush Bay Drive, Rhodes, New South Wales,
2138, Australia;
-- sent by facsimile to the Company's share registry at fax number +61 (02) 9287 0309;
-- sent by mail to the Company's share registry at the following
address: Oilex Ltd, C/- Link Market Services Limited, Locked Bag
A14, Sydney South, New South Wales, 1235, Australia: or
-- lodged online with the Company's share registry by visiting
www.linkmarketservices.com.au. Select 'Investor & Employee
Login'. Refer to "Single Holding" and enter Oilex Ltd or the ASX
code (OEX) in the Issuer name field, your Security Reference Number
(SRN) or Holder Identification Number (HIN) (which is shown on the
front of your proxy form), postcode and security code which is
shown on the screen and click 'Login'. Select 'Vote' under the
'Action' header and then follow the prompts. You will be taken to
have signed your Proxy Form if you lodge it in accordance with the
instructions given on the website,
by 10:00am (WST) on 21 November 2016 (or, in the case of any
adjournment of the Annual General Meeting, by no later than 48
hours before the time of the adjourned meeting), at which the
person named in the instrument proposes to vote.
5. An instrument appointing a proxy must be in writing under the
hand of the appointer or of the appointer's attorney duly
authorised in writing or, if the appointer is a body corporate,
either under its common seal if it has a common seal, or under the
hand of an officer or duly authorised attorney or duly authorised
representative.
6. A body corporate which is a Shareholder, or which has been
appointed as a proxy, may appoint an individual to act as its
representative at the Annual General Meeting. The appointment must
comply with section 250D of the Corporations Act. The
representative should bring evidence of their appointment to the
Annual General Meeting, including authority under which their
appointment is signed, unless previously given to the Company.
7. Shareholders and their proxies should be aware 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 Chair, who must vote the proxies as directed.
8. Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an
appointment of a proxy may specify the way the proxy is to vote on
a particular resolution and, if it does:
-- the proxy need not vote on a show of hands, but if the proxy
does so, the proxy must vote that way (i.e. as directed); and
-- if the proxy has 2 or more appointments that specify
different ways to vote on the resolution, the proxy must not vote
on a show of hands; and
-- if the proxy is the Chair of the meeting at which the
resolution is voted on, the proxy must vote on a poll, and must
vote that way (i.e. as directed); and
-- if the proxy is not the chair, the proxy need not vote on the
poll, but if the proxy does so, the proxy must vote that way (i.e.
as directed).
If a proxy is also a Shareholder, section 250BB(1) does not
affect the way that the person can cast any votes that hold as a
Shareholder.
9. Transfer of non-chair proxy to Chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
-- an appointment of a proxy specifies the way the proxy is to
vote on a particular resolution at a meeting of the Company's
members; and
-- the appointed proxy is not the chair of the meeting; and
-- at the meeting, a poll is duly demanded on the resolution; and
-- either of the following applies:
- the proxy is not recorded as attending the meeting; or
- the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the
resolution closes, to have been appointed as the proxy for the
purposes of voting on the resolution at the meeting.
Schedule 1 - Terms and Conditions of Retention Rights
1. Milestone: The Retention Rights will have the following
milestone attached to them: Mr Salomon entering into a subsequent
term of employment as Managing Director of the Company prior to 18
March 2017.
2. Vesting: The Retention Rights will vest on the date the Milestone has been satisfied.
3. Consideration: The Retention Rights will be issued for no consideration.
4. Conversion: Upon vesting, each Retention Right will, at the
election of the holder, convert into one fully paid ordinary share
in the Company (Share).
5. Lapse: Any Retention Right that has not vested buy 18 March
2017 will automatically lapse.
6. Share ranking: All Shares issued upon the vesting of
Retention Rights will upon issue rank pari passu in all respects
with other Shares.
7. Listing of Shares on ASX: The Company will not apply for
quotation of the Retention Rights on ASX. However, the Company will
apply for quotation of all Shares issued pursuant to the vesting of
Retention Rights on ASX within the period required by ASX.
8. Transfer of Retention Rights: The Retention Rights are not transferable.
9. Participation in entitlements and bonus issues: Subject
always to the rights under items 10 and 11, holders of Retention
Rights will not be entitled to participate in new issues of capital
offered to holders of Shares such as bonus issues and entitlement
issues.
10. Adjustment for bonus issue: If securities are issued
pro-rata to shareholders generally by way of bonus issue (other
than an issue in lieu of dividends by way of dividend
reinvestment), the number of Retention Rights to which each holder
is entitled will be increased by that number of securities which
the holder would have been entitled if the Retention Rights held by
the holder were vested immediately prior to the record date of the
bonus issue, and in any event in a manner consistent with the
Corporations Act and the Listing Rules at the time of the bonus
issue.
11. Reorganisation of capital: In the event that the issued
capital of the Company is reconstructed, all rights of a holder
will be changed to the extent necessary to comply with the Listing
Rules at the time of reorganisation provided that, subject to
compliance with the Listing Rules, following such reorganisation
the economic and other rights of the holder are not diminished or
terminated.
12. Dividend and voting rights: The Retention Rights do not
confer on the holder an entitlement to vote or receive
dividends.
http://www.rns-pdf.londonstockexchange.com/rns/2781N_-2016-10-24.pdf
This information is provided by RNS
The company news service from the London Stock Exchange
END
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October 24, 2016 03:33 ET (07:33 GMT)
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