TIDMOEX
RNS Number : 8745U
Oilex Ltd
27 November 2019
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ASX-RNS Announcement
27 November 2019
ASX: OEX
AIM: OEX
Updated Constitution
Oilex Ltd (Oilex or the Company) is pleased to table below the
updated constitution as approved and adopted by shareholders at the
Company's annual general meeting today.
For and on behalf of Oilex Ltd
Mark Bolton
Chief Financial Officer
For further information, please contact:
Investor AIM Broker AIM Nominated Media Enquires Media Enquiries
Enquires Novum Securities Adviser (UK) (Aus)
Oilex Ltd Broker Strand Hanson Vigo Communications Citadel-MAGNUS
Joe Salomon Colin Rowbury Limited Public Relations Michael Weir
Managing Email: Nominated Adviser Patrick Email:
Director crowbury@novumsecurities. Rory Murphy/Ritchie d'Ancona/Chris mweir@citadelmagnus.
Email: com Balmer McMahon com
oilex@oilex.com.au Tel: +44 20 Email: Email: Tel: +618
Tel: +61 7399 9427 oilex@strandhanson.c patrick.dancona@vigo 6160 4900
8 9485 3200 UK o.uk comms.com Australia
Australia Tel: +44 20 chris.mcmahon@vigoco
7409 3494 mms.com
UK Tel:+ 44 20 7390
0230 UK
ABN 50 078 652 632
Constitution
Adopted by Shareholders 27 November 2019
1. Preliminary
1.1 Definitions and Interpretation
1.2 Nature of the Company
1.3 Replaceable rules
1.4 Transitional provisions
2. Shares
2.1 Issue of Shares and options
2.2 Preference Shares
2.3 Variation of classes and class rights
2.4 Converting Shares
2.5 Reductions of capital and buy--backs
2.6 Unmarketable parcels of Shares
2.7 Registered holder is absolute owner
2.8 Holding statements and certificates
3. Calls, Company Payments, Forfeiture and Liens
4. Pre-Transfer of Shares
4.1 Electronic transfer systems
4.2 Forms of transfer
4.3 Instrument of transfer
4.4 Transferor is holder until transfer registered
4.5 Refusal to register transfers
4.6 No registration fee
4.7 Transmission of Shares
5. Proceedings of Members
5.1 Who can call meetings of Members
5.2 Annual General Meeting
5.3 How to call meetings of Members
5.4 Right to attend meetings
5.5 Meeting at more than one place
5.6 Quorum
5.7 Chairperson
5.8 General conduct of meetings
5.9 Resolutions of Members
5.10 Polls
5.11 Adjourned, cancelled and postponed meetings
5.12 Number of votes.
5.13 Objections to qualification to vote
5.14 Proxies, attorneys and representatives
6. Directors
6.1 Number of Directors
6.2 Appointment of Directors
6.3 Retirement of Directors and vacation of office
6.4 Alternate Directors
6.5 Remuneration of Directors
6.6 Interests of Directors
7. Officers
7.1 Managing Director
7.2 Secretary
7.3 Indemnity and insurance
8. Powers of the Company and Directors
8.1 General powers
8.2 Execution of documents
8.3 Committees and delegates
8.4 Attorney or agent
9. Proceedings of Directors
9.1 Written resolutions of Directors
9.2 Meetings of Directors
9.3 Who can call meetings of Directors
9.4 How to call meetings of Directors
9.5 Quorum
9.6 Chairperson
9.7 Resolutions of Directors
10. Dividends and Profits
10.1 Who may determine Dividends
10.2 Dividends for different classes
10.3 Dividends proportional to paid up capital
10.4 Effect of a transfer on Dividends
10.5 No interest on Dividends
10.6 Unpaid amounts.
10.7 Capitalisation of profits
10.8 Distributions of assets
10.9 Dividend plans.
11. Notices and Payments
11.1 Notice to Members
11.2 Notice to Directors
11.3 Notice to the Company
11.4 Time of service.
11.5 Signatures
11.6 Payments
12. Winding Up
12.1 Distributions proportional to paid up capital
12.2 Distributions of assets
13. Notification of Interests
13.1 United Kingdom Financial Conduct Authority's Disclosure and Transparency Rules
14. Restricted Securities
Schedule 1 - Definitions and Interpretation
1. Definitions
2. Interpretation
3. Exercise of Powers
4. Articles of this Constitution
5. Provisions Required by the Listing Rules
Schedule 2 - Calls, Company Payments, Forfeiture and Liens
1. Exercise of powers
2. Calls
2.1 Making a call
2.2 Notice of a call
2.3 Payment of a call
2.4 Recovery of a call
2.5 Payment in advance of a call
3. Company Payments on Behalf of a Member
3.1 Rights of the Company
3.2 Recovery of Company payments
4. Forfeiture
4.1 Forfeiture procedure
4.2 Notice of forfeiture
4.3 Effect of forfeiture
4.4 Sale or reissue of forfeited Shares
4.5 Cancellation of forfeited Shares
4.6 Proof of forfeiture
4.7 Waiver or cancellation of forfeiture
5. Liens
5.1 First ranking lien
5.2 Enforcement by sale
5.3 Release or Waiver of lien
6. Sales, Disposals and Reissues
6.1 Sale procedure
6.2 Application of proceeds
7. Interest
Schedule 3 - Transmission
1. Deceased Members
1.1 Effect of death
1.2 Estates and Personal Representatives
2. Transmission Events
2.1 Transmittee right to register or transfer
2.2 Other transmute rights and obligations
Schedule 4 - Unmarketable Parcels
1. Definitions
2. Power to Sell Unmarketable Parcels
2.1 Existing unmarketable parcels
2.2 New unmarketable parcels
3. Exercise of Power of Sale
3.1 Extinguishment of interests and claims
3.2 Manner of sale
3.3 Application of proceeds
3.4 Voting and dividend rights pending sale
Schedule 5 - Proportional Takeover Bid Approval
1. Definitions
2. Refusal of Transfers
2.1 Requirement for an Approving Resolution
2.2 Voting on an Approving Resolution
Schedule 6 - Preference Shares
1. Definitions
2. Rights of Holders
3. Issue Resolution
4. Redemption
5. Conversion
6. Certificate
Oilex Ltd
ABN 50 078 652 632
Constitution
1. Preliminary
1.1 Definitions and Interpretation
Schedule 1 applies and forms part of this Constitution.
1.2 Nature of the Company
The Company is a public company limited by shares.
1.3 Replaceable rules
The replaceable rules in the Corporations Act do not apply to
the Company.
1.4 Transitional provisions
This Constitution has the effect that:
(a) every Director, Alternate Director, senior manager and
Secretary in office as at the Adoption Date continues in office
subject to, and is taken to have been appointed or elected under,
this Constitution;
(b) any register maintained by the Company immediately before
the Adoption Date is taken to be a register maintained under this
Constitution;
(c) any common seal adopted by the Company before the Adoption
Date is taken to be the common seal until another common seal is
adopted by the Company under this Constitution;
(d) for the purposes of Article 11.6(a)(ii), a cheque issued
under a corresponding provision of the Previous Constitution is
taken to have been issued under Article 11.6(a)(ii); and
(e) unless a contrary intention appears in this Constitution,
all persons, things, agreements and circumstances appointed,
approved, created or delegated by or under the Previous
Constitution continue to have the same status, operation and effect
as if they had occurred under this Constitution on and after the
Adoption Date.
2. Shares
2.1 Issue of Shares and options
(a) Subject to any rights and restrictions attached to a class of Shares, the Company may:
(i) allot and issue unissued Shares; and
(ii) grant options over unissued Shares,
on any terms, at any time and for any consideration, as the
Directors resolve.
(b) The powers of the Company under Article 2.1(a) may only be exercised by the Directors.
2.2 Preference Shares
(a) The Company may issue any Shares as preference Shares including:
(i) preference Shares which are liable to be redeemed in a
manner permitted by the Corporations Act; and
(ii) preference Shares in accordance with the terms of Schedule 6,
provided that such preference Shares are convertible into
ordinary Shares in accordance with their terms.
(b) Holders of preference Shares have the same rights as holders
of ordinary Shares in relation to receiving notices, reports and
audited accounts, and attending meetings of Members.
(c) A holder of a preference Share only has the right to vote:
(i) during a period during which a Dividend (or part of a
Dividend) in respect of the Share is in arrears;
(ii) on a proposal to reduce the share capital of the Company;
(iii) on a resolution to approve the terms of a buy-back agreement;
(iv) on a proposal that affects rights attached to the Share;
(v) on a proposal to wind up the Company;
(vi) on a proposal for the disposal of the whole of the
property, business and undertaking of the Company; and
(vii) during the winding up of the Company.
2.3 Variation of classes and class rights
(a) Subject to the terms of issue of Shares in a particular class, the Company may:
(i) vary or cancel rights attached to Shares in that class; or
(ii) convert Shares from one class to another,
by a special resolution of the Company and:
(iii) a special resolution passed at a meeting of the Members
holding Shares in that class; or
(iv) the written consent of Members who are entitled to at least
75% of the votes that may be cast in respect of Shares in that
class.
(b) The provisions in this Constitution concerning meetings of
Members (with the necessary changes) apply to a meeting held under
Article 2.3(a)(iii).
2.4 Converting Shares
The Company may by ordinary resolution passed at a general
meeting convert all or any of its Shares into a larger or smaller
number of Shares.
2.5 Reductions of capital and buy--backs
(a) The Company may:
(i) reduce its share capital; and
(ii) buy--back Shares in itself,
on any terms and at any time.
(b) The method of distribution of a reduction of the share
capital of the Company may include any or all of the payment of
cash, the issue of shares, the grant of Company options or other
Company securities, the transfer of shares or any other securities
in any other body corporate or units in any unit trust or the
transfer of any other assets.
(c) If a distribution of a reduction of the share capital of the
Company includes an issue or transfer of shares in a body
corporate, each Member:
(i) agrees to become a member of that body corporate; and
(ii) in the case of transfer, appoints the Company and each
Director as its agent to execute an instrument of transfer or other
document required to transfer those shares to that Member.
2.6 Unmarketable parcels of Shares
Schedule 4 applies and forms part of this Constitution.
2.7 Registered holder is absolute owner
Except as required by law, the Operating Rules or this
Constitution, the Company is not required to recognise any interest
in, or right in respect of, a Share except an absolute right of
legal ownership of the Member registered as the holder of that
Share.
2.8 Holding statements and certificates
(a) The Directors will not, unless they determine otherwise or
are required by any Applicable Law, issue a certificate to a Member
for any Shares registered in the Member's name.
(b) The Company must issue to each Member, in accordance with
the Applicable Law, statements of the holdings of Shares registered
in the Member's name.
(c) Any certificate for Shares must be issued and despatched in
accordance with the Applicable Law.
(d) If a Share is jointly held:
(i) the Company is not required to issue more than one certificate for the Share; and
(ii) delivery of a certificate for the Share to any one of the
joint holders of the Share is delivery to all the joint
holders.
(e) Subject to Article 2.8(a) the Company must issue a
replacement certificate for a Share if:
(i) the Company receives and cancels the existing certificate; or
(ii) the Company is satisfied that the existing certificate is
lost or destroyed, and the Member complies with all conditions set
out in the Corporations Act and pays any fee as the Directors
resolve.
3. Calls, Company Payments, Forfeiture and Liens
Schedule 2 applies and forms part of this Constitution.
4. Pre-Transfer of Shares
4.1 Electronic transfer systems
(a) The Company may do any act, matter or thing permitted under
the Applicable Law to facilitate involvement by the Company in any
clearing and settlement facility provided under the Applicable Law
for the transfer of securities.
(b) The Company must comply with the obligations imposed on it
by the Operating Rules in relation to a transfer of Shares.
4.2 Forms of transfer
(a) Subject to this Constitution and any restrictions attached
to a Share, a Member may transfer one or more Shares the Member
holds by:
(i) an instrument of transfer in compliance with this Constitution;
(ii) a transfer in compliance with the Operating Rules; or
(iii) any other method permitted by the Applicable Law.
(b) Excepted as permitted by the Listing Rules, the restriction
agreement or the Recognised Exchange, a Member must not dispose of
restricted securities during the escrow period for those
securities.
4.3 Instrument of transfer
An instrument of transfer of a Share referred to in Article
4.2(a)(i) must be:
(a) in writing;
(b) in any usual form or in any other form approved by the
Directors that is otherwise permitted by law;
(c) subject to the Corporations Act, executed by or on behalf of
the transferor, and if required by the Company, the transferee;
(d) stamped, if required by a law about stamp duty; and
(e) delivered to the Company, at the place where the Register is
kept, together with the certificate (if any) of the Share to be
transferred and any other evidence as the Directors require to
prove:
(i) the title of the transferor to that Share;
(ii) the right of the transferor to transfer that Share; and
(iii) the proper execution of the instrument of transfer.
4.4 Transferor is holder until transfer registered
Subject to the Operating Rules, a person transferring a Share
remains the registered holder of that Share until a transfer for
that Share has been effected in accordance with the Operating
Rules, or a transfer for that Share has been registered and the
name of the person to whom the Share is being transferred is
entered in the Register as the holder of that Share.
4.5 Refusal to register transfers
(a) Subject to:
(i) the Applicable Law;
(ii) Article 4.3 and this Article 4.5; and
(iii) paragraph 2.1(c) of Schedule 2,
the Company must not refuse or fail to register a transfer of
Shares.
(b) The Company may refuse to register a transfer of Shares
where the Applicable Law permits the Company to do so.
(c) The Company must refuse to register a transfer of Shares
where the Applicable Law or a law about stamp duty requires the
Company to do so.
(d) Except as permitted by the Listing Rules, the Recognised
Stock Exchange or by the restriction agreement, the Company must
refuse to acknowledge a disposal (including registering a transfer)
of restricted securities during the escrow period for those
securities.
(e) Schedule 5 applies and forms part of the Constitution.
(f) The Company may apply, or may ask the Settlement Facility
Provider to apply, a holding lock (including to prevent a transfer,
or to refuse to register a paper-based transfer document) where the
Applicable Law permits the Company to do so.
(g) The Company must give notice in writing of any refusal to
register a transfer of Shares, and the reasons for the refusal, to
the person transferring those Shares and the person who lodged the
transfer (if not the same person) within 5 Business Days after the
date on which the transfer was lodged with the Company.
(h) The Company must give notice in writing of any holding lock,
and the reasons for the holding lock, to the Member of those Shares
within 5 Business Days after the date on which the Company asked
for the holding lock.
(i) Failure by the Company to give notice under Article 4.5(g)
or 4.5(h) does not invalidate the refusal to register the transfer
or the holding lock.
(j) The powers of the Company under Articles 4.5(b) and 4.5(f)
may only be exercised by the Directors.
4.6 No registration fee
The Company must not charge a fee to register a transfer of a
Share in compliance with this Constitution except as permitted by
the Applicable Law.
4.7 Transmission of Shares
Schedule 3 applies and forms part of this Constitution.
5. Proceedings of Members
5.1 Who can call meetings of Members
(a) The Directors may call a meeting of Members at a time and
place as the Directors resolve.
(b) Subject to the Corporations Act, a Director may call a
meeting of Members at a time and place as that Director
determines.
(c) The Directors must call and arrange to hold a general
meeting of the Company on the request of Members made in accordance
with the Corporations Act.
(d) The Members may call and arrange to hold a general meeting
of the Company as provided by the Corporations Act.
5.2 Annual General Meeting
The Company must hold an AGM if required by, and in accordance
with, the Applicable Law.
5.3 How to call meetings of Members
(a) The Company must give not less than Prescribed Notice of a meeting of Members.
(b) Notice of a meeting of Members must be given to the
Recognised Stock Exchange, each Member, each Director, each
Alternate Director and any auditor of the Company.
(c) Holders of preference Shares have the same rights as holders of ordinary Shares to:
(i) receive notice of a meeting of Members; and
(ii) receive notices, reports and financial reports of the Company.
(d) Subject to Article 5.11(h), a notice of a meeting of Members must include:
(i) date and time for the meeting (and if the meeting is to be
held in 2 or more places, the technology that will be used to
facilitate this);
(ii) the general nature of the business of the meeting;
(iii) the date and time (being not more than 48 hours before the
meeting) at which persons will be taken for the purposes of the
meeting to hold Shares; and
(iv) any other information or documents specified by the Applicable Law.
(e) A person may waive notice of any meeting of Members by
notice in writing to the Company to that effect.
(f) A person's attendance at a meeting of Members waives any
objection which that person may have had to a failure to give
notice, or the giving of a defective notice of the meeting, unless
the person at the beginning of the meeting objects to the holding
of the meeting.
(g) Anything done (including the passing of a resolution) at a
meeting of Members is not invalid because either or both a person
does not receive notice of the meeting or the Company accidentally
does not give notice of the meeting to a person.
5.4 Right to attend meetings
(a) Each Eligible Member and any auditor of the Company is
entitled to attend any meetings of Members.
(b) Holders of preference Shares have the same rights as holders
of ordinary Shares to attend a meeting of Members.
(c) Subject to this Constitution, each Director is entitled to
attend and speak at all meetings of Members.
(d) The chairperson of a meeting of Members may refuse any
person admission to, or require a person to leave and remain out
of, the meeting if that person:
(i) in the opinion of the chairperson, is not complying with the
reasonable directions of the chairperson;
(ii) has any audio or visual recording device;
(iii) has a placard or banner;
(iv) has an article the chairperson considers to be dangerous,
offensive or liable to cause disruption;
(v) refuses to produce or to permit examination of any article,
or the contents of any article, in the person's possession;
(vi) behaves or threatens to behave in a dangerous, offensive or disruptive manner; or
(vii) is not:
(A) an Eligible Member;
(B) a proxy, attorney or representative of an Eligible Member;
(C) a Director; or
(D) an auditor of the Company.
5.5 Meeting at more than one place
(a) A meeting of Members may be held in 2 or more places linked
together by any technology that:
(i) gives the Eligible Members as a whole in those places a
reasonable opportunity to participate in proceedings;
(ii) enables the chairperson to be aware of proceedings in each place; and
(iii) enables the Eligible Members in each place to vote on a show of hands and on a poll.
(b) If a meeting of Members is held in 2 or more places under Article 5.5(a):
(i) an Eligible Member present at one of the places is taken to
be present at the meeting; and
(ii) the meeting will be deemed to be held at the place stated
in the notice of meeting, or, failing statement of a place in the
notice of meeting, as determined by the chairperson of that
meeting.
5.6 Quorum
(a) A quorum for a meeting of Members is 2 Eligible Members
entitled to vote at that meeting.
(b) In determining whether a quorum for a meeting of Members is present:
(i) where more than one proxy, attorney or representative of an
Eligible Member is present, only one of those persons is
counted;
(ii) where a person is present as an Eligible Member and as a
proxy, attorney or representative of another Eligible Member, that
person is counted separately for each appointment provided that
there is at least one other Eligible Member present; and
(iii) where a person is present as a proxy, attorney or
representative for more than one Eligible Member, that person is
counted separately for each appointment provided that there is at
least one other Eligible Member present.
(c) A quorum for a meeting of Members must be present at the
commencement of the meeting. If a quorum is present at the
commencement of a meeting of Members, it is taken to be present
throughout the meeting unless the chairperson otherwise
determines.
(d) If a quorum is not present within 30 minutes after the time
appointed for a meeting of Members:
(i) if the meeting was called under Article 5.1(c) or Article
5.1(d), the meeting is dissolved; and
(ii) any other meeting is adjourned to the date, time and place
as the Directors may by notice to the Members appoint, or failing
any appointment, to the same day in the next week at the same time
and place as the meeting adjourned.
(e) If a quorum is not present within 30 minutes after the time
appointed for an adjourned meeting of Members, the meeting is
dissolved.
5.7 Chairperson
(a) The chairperson of Directors (if any) must (if present
within 15 minutes after the time appointed for the holding of the
meeting and willing to act) chair each meeting of Members.
(b) If there is no chairperson of Directors or the chairperson
of Directors will be unable to attend a meeting of Members or not
willing to chair the meeting, the Directors may, by majority vote
at any time prior to a meeting of Members, elect a person to chair
a meeting of Members.
(c) If at a meeting of Members:
(i) there is no chairperson of Directors;
(ii) the chairperson of Directors is not present within 15
minutes after the time appointed for the holding of a meeting of
Members; or
(iii) the chairperson of Directors is present within that time
but is not willing to chair all or part of that meeting,
the Directors present may, by majority vote, elect a person
present to chair all or part of the meeting of Members.
(d) Subject to Article 5.7(a), Article 5.7(b) or Article 5.7(c),
if at a meeting of Members:
(i) a chairperson of that meeting has not been elected by the
Directors under Article 5.7(a), Article 5.7(b) or Article 5.7(c);
or
(ii) the chairperson elected by the Directors is not willing to
chair all or part of a meeting of Members,
the Eligible Members present must elect another person present
and willing to act to chair all or part of that meeting.
5.8 General conduct of meetings
(a) The chairperson of a meeting of Members is responsible for
the general conduct of that meeting and for the procedures to be
adopted at that meeting.
(b) The chairperson of a meeting of Members may:
(i) make rulings or adjourn a meeting of Members without putting
the question (or any question) to the vote if that action is
required to ensure the orderly conduct of the meeting;
(ii) determine the procedures to be adopted for the casting or recording of votes;
(iii) determine any dispute concerning the admission, validity
or rejection of a vote at a meeting of Members;
(iv) terminate debate or discussion on any matter being
considered at the meeting and require that matter be put to a
vote;
(v) refuse to allow debate or discussion on any matter which is
not business referred to in the notice of that meeting or is not
business allowed to be discussed in accordance with the
Corporations Act;
(vi) subject to the Corporations Act, refuse to allow any
amendment to be moved to a resolution set out in the notice of that
meeting; or
(vii) determine who may speak at Meetings of Members.
(c) The chairperson of a meeting of Members may delegate any
power conferred by this Article to any person.
(d) The powers conferred on the chairperson of a meeting of
Members under this Article 5.8 do not limit the powers conferred by
law.
5.9 Resolutions of Members
(a) Except where a resolution at a meeting of Members requires a
special majority pursuant to the law or the Listing Rules, a
resolution at a meeting of Members is passed if the number of votes
cast in favour of the resolution by Members entitled to vote on the
resolution exceeds the number of votes cast against the resolution
by Members entitled to vote on the resolution.
(b) Unless a poll is demanded in accordance with Article 5.10
and that demand is not withdrawn, a resolution put to the vote at a
meeting of Members must be decided on a show of hands.
(c) A declaration by the chairperson of a meeting of Members
that a resolution on a show of hands is passed, passed by a
particular majority, or not passed, and an entry to that effect in
the minutes of the meeting, are sufficient evidence of that fact,
unless proved incorrect.
5.10 Polls
(a) A poll may be demanded on any resolution at a meeting of Members.
(b) A poll on a resolution at a meeting of Members may be demanded by:
(i) at least 5 Eligible Members present and entitled to vote on that resolution;
(ii) one or more Eligible Members present and who are together
entitled to at least 5% of the votes that may be cast on that
resolution on a poll; or
(iii) the chairperson of that meeting.
(c) A poll on a resolution at a meeting of Members may be demanded:
(i) before a vote on that resolution is taken; or
(ii) before or immediately after the results of the vote on that
resolution on a show of hands are declared.
(d) A demand for a poll may be withdrawn.
(e) A poll demanded on a resolution at a meeting of Members
other than for the election of a chairperson of that meeting or the
adjournment of that meeting must be taken in the manner and at the
time and place the chairperson directs.
(f) A poll demanded on a resolution at a meeting of Members for
the election of a chairperson of that meeting or the adjournment of
that meeting must be taken immediately.
(g) The result of a poll demanded on a resolution of a meeting
of Members is a resolution of that meeting.
(h) A demand for a poll on a resolution of a meeting of Members
does not prevent the continuance of that meeting or that meeting
dealing with any other business.
5.11 Adjourned, cancelled and postponed meetings
(a) The chairperson:
(i) may adjourn a meeting of Members to any day, time and place; and
(ii) must adjourn a meeting of Members if the Eligible Members
present with a majority of votes that may be cast at that meeting
agree or direct the chairperson to do so. The chairperson may
adjourn that meeting to any day, time and place.
(b) No person other than the chairperson of a meeting of Members may adjourn that meeting.
(c) The Company is only required to give notice of a meeting of
Members resumed from an adjourned meeting if the period of
adjournment exceeds 28 days.
(d) Only business left unfinished is to be transacted at a
meeting of Members resumed after an adjournment.
(e) Subject to this Article 5.11, the Directors may at any time
postpone or cancel a meeting of Members by:
(i) the Directors passing a resolution to postpone or cancel the
meeting of Members, with such postponement or cancellation taking
effect upon the passing of that resolution;
(ii) giving notice as soon as practicable to the Recognised
Stock Exchange of the postponement or cancellation of the Meeting
of Members; and
(iii) giving notice as soon as practicable to each person who
is, at the date of the notice:
(A) a Member;
(B) a Director or Alternate Director; or
(C) an auditor of the Company.
(f) A general meeting called under Article 5.1(c) must not be
cancelled by the Directors without the consent of the Members who
requested the meeting.
(g) A general meeting called under Article 5.1(d) must not be
cancelled or postponed by the Directors without the consent of the
Members who called the meeting.
(h) A notice under Article 5.11(c) of a meeting of Members
resumed from an adjourned meeting and a notice under Article
5.11(e)(iii) postponing a meeting of Members must set out the
place, date and time for the revised meeting (and if the revised
meeting is to be held in 2 or more places, the technology that will
be used to facilitate this).
5.12 Number of votes
(a) Subject to this Constitution and any rights or restrictions
attached to a class of Shares, on a show of hands at a meeting of
Members, every Eligible Member present has one vote.
(b) Subject to this Constitution and any rights or restrictions
attached to a class of Shares, on a poll at a meeting of Members,
every Eligible Member present has:
(i) one vote for each fully paid up Share (whether the issue
price of the Share was paid up or credited or both) that the
Eligible Member holds; and
(ii) a fraction of one vote for each partly paid up Share that
the Eligible Member holds. The fraction is equal to the proportion
which the amount paid up on that Share (excluding amounts credited)
is to the total amounts paid up and payable (excluding amounts
credited) on that Share.
(c) Amounts paid in advance of a call on a Share are ignored
when calculating the proportion under Article 5.12(b)(ii).
(d) If the total number of votes to which an Eligible Member is
entitled on a poll does not constitute a whole number, the Company
must disregard the fractional part of that total.
(e) If a Share is held jointly and more than one Member votes in
respect of that Share, only the vote of the Member whose name
appears first in the Register counts.
(f) A person may vote in respect of a Share at a meeting of Members if:
(i) the person is entitled to be registered as the holder of
that Share because of a Transmission Event; and
(ii) the person satisfied the Directors of that entitlement not
less than 48 hours before that meeting.
(g) A Member who holds restricted securities is not entitled to
any voting rights in respect of those restricted securities
during:
(i) a breach of the Listing Rules relating to those restricted securities; or
(ii) a breach of a restriction agreement.
(h) An Eligible Member present at a meeting of Members is not
entitled to vote on any resolution in respect of any Shares on
which any calls due and payable in respect of those Shares have not
been paid.
(i) An Eligible Member present at a meeting of Members is not
entitled to vote on a resolution at that meeting where that vote is
prohibited by the Applicable Law, an order of a court of competent
jurisdiction or a Recognised Stock Exchange.
(j) The Company must disregard any vote on a resolution
purported to be cast by a Member present at a meeting of Members
where that person is not entitled to vote on that resolution.
(k) The authority of any proxy or attorney for an Eligible
Member to speak or vote at a meeting of Members in respect of the
Shares to which the authority relates is suspended while the
Eligible Member is present in person at that meeting.
(l) If more than one proxy, or more than one attorney authorised
to speak or vote at a meeting of Members in respect of a Share is
present at a meeting of Members:
(i) none of them is entitled to vote on a show of hands; and
(ii) on a poll, the vote of each one is of no effect where the
aggregate number or proportion of the Eligible Member's votes for
which they have been appointed exceeds the total number or
proportion of votes that could be cast by the Eligible Member.
5.13 Objections to qualification to vote
(a) An objection to the qualification of any person to vote at a
meeting of Members may only be made:
(i) before that meeting, to the Directors; or
(ii) at that meeting (or any resumed meeting if that meeting is
adjourned), to the chairperson of that meeting.
(b) Any objection under Article 5.13(a) must be decided by the
Directors or the chairperson of the meeting of Members (as the case
may be), whose decision, made in good faith, is final and
conclusive.
5.14 Proxies, attorneys and representatives
(a) An Eligible Member, who is entitled to attend and cast a
vote at a meeting of Members, may vote on a show of hands and on a
poll:
(i) in person or, if the Member is a body corporate, by its
representative appointed in accordance with the Corporations
Act;
(ii) by proxy or, if the Member is entitled to cast two or more
votes at the meeting, by not more than 2 proxies; or
(iii) by attorney or, if the Member is entitled to cast two or
more votes at the meeting, by not more than 2 attorneys.
(b) A proxy, attorney or representative of a Member need not be a Member.
(c) A Member may appoint a proxy, attorney or representative for:
(i) all or any number of meetings of Members; or
(ii) a particular meeting of Members.
(d) An instrument appointing a proxy is valid if it is signed by
the Member making the appointment and contains:
(i) the name and address of that Member;
(ii) the name of the Company;
(iii) the name of the proxy or the name of the office of the proxy; and
(iv) the meetings of Members at which the proxy may be used.
(e) The chairperson of a meeting of Members may determine that
an instrument appointing a proxy is valid even if it contains only
some of the information specified in Article 5.14(d).
(f) For the purposes of Article 5.14(d), an instrument
appointing a proxy received at an electronic address will be taken
to be signed by the Member if:
(i) a personal identification code allocated by the Company to
the Member has been input into the instrument; or
(ii) the instrument has been verified in another manner approved by the Directors.
(g) The decision of the chairperson of a meeting of Members as
to the validity of an instrument appointing a proxy, attorney or
representative is final and conclusive.
(h) Unless otherwise provided in the Corporations Act or in the
instrument appointing a proxy or attorney, a proxy or attorney
may:
(i) agree to a meeting of Members being called by shorter notice
than is required by the Corporations Act or this Constitution;
(ii) speak on any resolution at a meeting of Members on which
the proxy or attorney may vote;
(iii) vote at a meeting of Members (but only to the extent allowed by the appointment);
(iv) demand or join in demanding a poll on any resolution at a
meeting of Members on which the proxy or attorney may vote; and
(v) attend and vote at any meeting of Members which is rescheduled or adjourned.
(i) Unless otherwise provided in the instrument appointing a
proxy or attorney, a proxy or attorney may vote on:
(i) any amendment to a resolution on which the proxy or attorney may vote;
(ii) any motion not to put that resolution or any similar motion
to the meeting of Members; and
(iii) any procedural motion relating to that resolution,
including a motion to elect the chairperson of a meeting of
Members, vacate the chair or adjourn that meeting,
even if the appointment directs the proxy or attorney how to
vote on that resolution.
(j) The Company must only send a form of proxy to Eligible
Members in respect of a meeting of Members which provides for the
Eligible Member:
(i) to appoint proxies of the Eligible Member's choice, but may
specify who is to be appointed as proxy if the Eligible Member does
not choose; and
(ii) to vote for or against each resolution, and may also
provide for the Eligible Member to abstain from voting on each
resolution or for the proxy to exercise a discretion to vote for or
against each resolution.
(k) If the name of the proxy or the name of the office of the
proxy in a proxy form of an Eligible Member is not filled in, the
proxy of that Eligible Member is:
(i) the person specified by the Company in the form of proxy in
the case the Eligible Member does not choose; or
(ii) if no person is so specified, the chairperson of that meeting.
(l) An Eligible Member may specify the manner in which a proxy
or attorney is to vote on a particular resolution at a meeting of
Members.
(m) The appointment of a proxy or attorney by an Eligible Member
may specify the proportion or number of the Eligible Member's votes
that the proxy or attorney may exercise.
(n) If an Eligible Member appoints 2 persons as proxy or
attorney, and the appointment does not specify the proportion or
number of the Eligible Member's votes those persons may exercise,
each of those persons may exercise one half of the votes of the
Eligible Member.
(o) If the total number of votes to which a proxy or attorney is
entitled to exercise does not constitute a whole number, the
Company must disregard the fractional part of that total.
(p) An appointment of proxy or attorney for a meeting of Members
is effective only if the Company receives the appointment (and any
authority under which the appointment was signed or a certified
copy of the authority) not less than:
(i) 48 hours before the time scheduled for commencement of that meeting; or
(ii) in the case of a meeting which has been adjourned or
postponed, 48 hours before the time scheduled for resumption or
commencement of the meeting.
(q) Unless the Company has received notice in writing of the
matter not less than 48 hours before the time scheduled for the
commencement of a meeting of Members, a vote cast at that meeting
by a person appointed by an Eligible Member as a proxy, attorney or
representative is, subject to this Constitution valid even if,
before the person votes:
(i) there is a Transmission Event in respect of that Eligible Member;
(ii) that Eligible Member revokes the appointment of that person;
(iii) that Eligible Member revokes the authority under which the
person was appointed by a third party; or
(iv) that Eligible Member transfers the Shares in respect of which the appointment is made.
6. Directors
6.1 Number of Directors
(a) The Company must have not less than 3 Directors.
(b) The Company in general meeting may by ordinary resolution
alter the maximum or minimum number of Directors provided that the
minimum is not less than 3.
(c) Subject to this Article 6.1, the Directors must determine
the number of Directors provided that the Directors cannot reduce
the number of Directors below the number in office at the time that
determination takes effect.
(d) If the number of Directors is below the minimum fixed by
this Constitution, the Directors must not act except in
emergencies, for appointing one or more directors in order to make
up a quorum for a meeting of Directors, or to call and arrange to
hold a meeting of Members.
6.2 Appointment of Directors
(a) The first Directors are the persons specified as directors
in the application for the registration of the Company under the
Corporations Act.
(b) Subject to Article 6.1, the Directors may appoint any person as a Director.
(c) The Company in general meeting may by ordinary resolution
elect any person as a Director.
(d) A Director need not be a Member.
(e) The Company must accept nominations for the election of a Director:
(i) in the case of a meeting of Members called under Article 5.1(c), 30 Business Days; or
(ii) otherwise, 35 Business Days,
before the date of the meeting of Members at which the Director
may be elected.
(f) A nomination of a person for Director (other than a Director
retiring in accordance with this Constitution) must be:
(i) in writing;
(ii) signed by a Member entitled to attend and vote at the
meeting of Members at which the election is proposed;
(iii) accompanied by a notice in writing signed by the nominee
consenting to the nomination; and
(iv) lodged with the Company at its registered office.
6.3 Retirement of Directors and vacation of office
(a) Articles 6.3(b), 6.3(c), 6.3(d), 6.3(i) and 6.3(j) do not
apply to the managing director of the Company, or if more than one,
the managing director of the Company determined by the
Directors.
(b) A Director must retire from office no later than the longer of:
(i) the third annual general meeting of the Company; or
(ii) 3 years following that Director's last election or appointment.
(c) If the Company has 3 or more Directors, one third of the
Directors (excluding Directors required to retire under Article
6.3(j) and rounded down to the nearest whole number) must retire at
each AGM.
(d) If the Company has less than 3 Directors, one Director must retire at each AGM.
(e) The Directors to retire under Articles 6.3(c) and 6.3(d) are:
(i) those who have held their office as Director the longest
period of time since their last election or appointment to that
office; and
(ii) if two or more Directors have held office for the same
period of time, those Directors determined by lot, unless those
Directors agree otherwise.
(f) A Director who retires under Articles 6.3(b), 6.3(c), 6.3(d)
or 6.3(l) is eligible for re-election.
(g) A Director may resign from office by giving the Company notice in writing.
(h) The Company may by ordinary resolution passed at a general
meeting remove any Director, and if thought fit, appoint another
person in place of that Director.
(i) A Director appointed under Article 6.2(b) may retire at the
next general meeting of the Company and is eligible for election at
that meeting.
(j) Unless a Director appointed under Article 6.2(b) has retired
under Article 6.3(i), that Director must retire at the next AGM,
and is eligible for re-election at that meeting.
(k) A Director ceases to be a Director if:
(i) the Director becomes of unsound mind or a person whose
property is liable to be dealt with under a law about mental
health;
(ii) the Director is absent without the consent of the Directors
from all meetings of the Directors held during a period of 6
months;
(iii) the Director resigns or is removed under this Constitution;
(iv) the Director is an Executive Director (including a managing
director) and ceases and continues not to be to be an employee of
the Company or of a related body corporate of the Company (not
including being a Non-executive Director);
(v) the Director becomes an insolvent under administration;
(vi) the Corporations Act so provides; or
(l) A Director who ceases to be the managing director must
retire at the next AGM following the Director ceasing to be
managing director
6.4 Alternate Directors
(a) With the approval of a majority of the other Directors, a
Director may appoint a person as an Alternate Director of that
Director for any period.
(b) An Alternate Director need not be a Member.
(c) The appointing Director may terminate the appointment of his
or her Alternate Director at any time.
(d) A notice of appointment, or termination of appointment, of
an Alternate Director is effective only if:
(i) the notice is in writing;
(ii) the notice is signed by the Director who appointed that Alternate Director;
(iii) the Company is given a copy of the notice; and
(iv) in the case of an appointment of an Alternate Director, the
Alternate Director has provided their written consent to act as an
Alternate Director.
(e) If the Director who appointed an Alternate Director is not
present at a meeting of Directors, that Alternate Director may,
subject to this Constitution and the Applicable Law:
(i) attend, count in the quorum of, speak at, and vote at that
meeting in place of that appointing Director; and
(ii) exercise any other powers (except the power under Article
6.4(a)) that the appointing Director may exercise.
(f) An Alternate Director cannot exercise any powers of his or
her appointing Director if that appointing Director ceases to be a
Director.
(g) A person does not cease to be a Director under Article
6.4(f) if that person retires as a Director at a meeting of Members
and is re--elected as a Director at that meeting.
(h) Subject to Article 6.5(g), the Company is not required to
pay any remuneration to an Alternate Director.
(i) An Alternate Director is an officer of the Company and not
an agent of his or her appointing Director.
6.5 Remuneration of Directors
(a) The Company may pay to the Non--Executive Directors a
maximum total amount of director's fees, determined by the Company
in general meeting, or until so determined, as the Directors
resolve.
(b) The remuneration of the Non--Executive Directors must not be
calculated as a commission on, or percentage of, profits or
operating revenue.
(c) The Directors may determine the manner in which all or part
of the amount in Article 6.5(a) is divided between the
Non--Executive Directors, or until so determined, the amount in
Article 6.5(a) must be divided between the Non--Executive Directors
equally.
(d) The remuneration of the Non--Executive Directors is taken to accrue from day to day.
(e) The remuneration of the Executive Directors:
(i) must, subject to the provisions of any contract between each
of them and the Company, be fixed by the Directors; and
(ii) must not be calculated as a commission on, or percentage of, operating revenue.
(f) If a Director performs extra or special services, including being:
(i) a member on a committee of Directors; or
(ii) the chairperson of Directors or deputy chairperson of Directors,
the Company may, subject to this Article 6.5, pay additional
remuneration or provide benefits to that Director as the Directors
resolve.
(g) The Company must pay all reasonable travelling,
accommodation and other expenses that a Director or Alternate
Director properly incurs:
(i) in attending meetings of Directors or any meetings of committees of Directors;
(ii) in attending any meetings of Members; and
(iii) in connection with the business of the Company.
(h) Any Director may participate in any fund, trust or scheme for the benefit of:
(i) past or present employees or Directors of the Company or a
related body corporate of the Company; or
(ii) the dependants of, or persons connected with, any person
referred to in Article 6.5(h)(i).
(i) 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.
6.6 Interests of Directors
(a) A Director may:
(i) hold an office or place of profit (except as auditor) in the
Company, on any terms as the Directors resolve;
(ii) hold an office or otherwise be interested in any related
body corporate of the Company or other body corporate in which the
Company is interested; or
(iii) act, or the Director's firm may act, in any professional
capacity for the Company (except as auditor) or any related body
corporate of the Company or other body corporate in which the
Company is interested,
and retain the benefits of doing so if the Director discloses in
accordance with the Corporations Act the interest giving rise to
those benefits.
(b) If a Director discloses the interest of the Director in
accordance with the Corporations Act:
(i) the Director may contract or make an arrangement with the
Company, or a related body corporate of the Company or a body
corporate in which the Company is interested, in any matter in any
capacity;
(ii) the Director may, subject to the Corporations Act, be
counted in a quorum for a meeting of Directors considering the
contract or arrangement;
(iii) the Director may, subject to the Applicable Law, vote on
whether the Company enters into the contract or arrangement, and on
any matter that relates to the contract or arrangement;
(iv) the Director may sign on behalf of the Company, or witness
the affixing of the common seal of the Company to, any document in
respect of the contract or arrangement;
(v) the Director may retain the benefits under the contract or arrangement; and
(vi) the Company cannot avoid the contract or arrangement merely
because of the existence of the Director's interest.
(c) The Director must give to the Company:
(i) at its registered office; or
(ii) any other place the Company reasonably notifies the Director in writing,
the information which the Company is required by the ASX Listing
Rules to disclose to ASX (as applicable) in respect of:
(iii) Notifiable Interests of the Director; and
(iv) changes to the Notifiable Interests of the Director,
in the form which the Company is required to tell ASX under the
ASX Listing Rules.
(d) The information referred to in Article 6.6(c) must be given
to the Company as soon as reasonably possible after each of the
following dates but in any event no later than 3 Business Days
after each of the following dates:
(i) when the Director is appointed as a Director of the Company, the date of appointment;
(ii) when a change in a Notifiable Interest of the Director
occurs, the date of the change; and
(iii) when the Director ceases to be a director of the Company, the date of cessation.
(e) Each Director authorises the Company to give the information
provided by the Director under Article 6.6(c) to ASX on the
Director's behalf and as the Director's agent.
(f) The Company may enforce after the date a person ceases to be
a Director an obligation of that person under Article 6.6(c) in
respect of events which occurred on or prior to the date that
person ceased to be a Director.
(g) Each Director must comply with Applicable Law in relation to
the disclosure of the Director's interests.
7. Officers
7.1 Managing Director
(a) The Directors may appoint one or more of themselves as a
managing director, for any period and on any terms (including as to
remuneration) as the Directors resolve.
(b) Subject to any agreement between the Company and a managing
director and without prejudice to any other Article in the
Constitution, the Directors may remove or dismiss a managing
director (without removing him as a Director) at any time, with or
without cause.
(c) The Directors may delegate any of their powers (including
the power to delegate) to a managing director.
(d) The Directors may revoke or vary:
(i) the appointment of a managing director; or
(ii) any power delegated to a managing director,
without removing him as a Director.
(e) A managing director must exercise the powers delegated to
him or her in accordance with any directions of the Directors.
(f) The exercise of a delegated power by a managing director is
as effective as if the Directors exercised the power.
(g) A person ceases to be a managing director if the person ceases to be a Director.
(h) Subject to Article 6.3(k)(iv), removal as managing director
under this Article 7.1 does not remove the managing director as a
Director.
7.2 Secretary
(a) The first Secretary is the person specified in the
application for registration of the Company as company
secretary.
(b) The Directors may appoint one or more Secretaries, for any
period and on any terms (including as to remuneration) as the
Directors resolve.
(c) Subject to any agreement between the Company and a
Secretary, the Directors may remove or dismiss a Secretary at any
time, with or without cause.
(d) The Directors may revoke or vary the appointment of a Secretary.
7.3 Indemnity and insurance
(a) To the extent permitted by law, the Company must indemnify
each Relevant Officer against:
(i) a Liability of that person; and
(ii) Legal Costs of that person.
(b) To the extent permitted by law, the Company may make a
payment (whether by way of advance, loan or otherwise) to a
Relevant Officer in respect of Legal Costs of that person.
(c) To the extent permitted by law, the Company may pay, or
agree to pay, a premium for a contract insuring a Relevant Officer
against:
(i) a Liability of that person; and
(ii) Legal Costs of that person.
(d) To the extent permitted by law, the Company may enter into an agreement or deed with:
(i) a Relevant Officer; or
(ii) a person who is, or has been an officer of the Company or a
subsidiary of the Company,
under which the Company must do all or any of the following:
(iii) keep books of the Company and allow either or both that
person and that person's advisers access to those books on the
terms agreed;
(iv) indemnify that person against any Liability of that person;
(v) make a payment (whether by way of advance, loan or
otherwise) to that person in respect of Legal Costs of that person;
and
(vi) keep that person insured in respect of any act or omission
by that person while a Relevant Officer or an officer of the
Company or a subsidiary of the Company, on the terms agreed
(including as to payment of all or part of the premium for the
contract of insurance).
8. Powers of the Company and Directors
8.1 General powers
(a) The Company may exercise in any manner permitted by the
Corporations Act any power which a public company limited by shares
may exercise under the Corporations Act.
(b) The business of the Company is managed by or under the direction of the Directors.
(c) The Directors may exercise all the powers of the Company
except any powers that the Corporations Act or this Constitution
requires the Company to exercise in general meeting.
8.2 Execution of documents
(a) If the Company has a common seal, the Company may execute a
document if that seal is fixed to the document and the fixing of
that seal is witnessed by:
(i) 2 Directors;
(ii) a Director and a Secretary; or
(iii) a Director and another person appointed by the Directors for that purpose.
(b) The Company may execute a document without a common seal if the document is signed by:
(i) 2 Directors;
(ii) a Director and a Secretary; or
(iii) a Director and another person appointed by the Directors for that purpose.
(c) The Company may execute a document as a deed if the document
is expressed to be executed as a deed and is executed in accordance
with Article 8.2(a) or 8.2(b).
(d) The Directors may resolve, generally or in a particular
case, that any signature on certificates for securities of the
Company may be affixed by mechanical or other means.
(e) Negotiable instruments may be signed, drawn, accepted,
endorsed or otherwise executed by or on behalf of the Company in
the manner and by the persons as the Directors resolve.
8.3 Committees and delegates
(a) The Directors may delegate any of their powers (including
this power to delegate) to a committee of Directors, a Director, an
employee of the Company or any other person.
(b) The Directors may revoke or vary any power delegated under Article 8.3(a).
(c) A committee or delegate must exercise the powers delegated
in accordance with any directions of the Directors.
(d) The exercise of a delegated power by the committee or
delegate is as effective as if the Directors exercised the
power.
(e) Article 9 applies with the necessary changes to meetings of a committee of Directors.
8.4 Attorney or agent
(a) The Directors may appoint any person to be attorney or agent
of the Company for any purpose, for any period and on any terms
(including as to remuneration) as the Directors resolve.
(b) The Directors may delegate any of their powers (including
the power to delegate) to an attorney or agent.
(c) The Directors may revoke or vary:
(i) an appointment under Article 8.4(a); or
(ii) any power delegated to an attorney or agent.
9. Proceedings of Directors
9.1 Written resolutions of Directors
(a) The Directors may pass a resolution without a meeting of the
Directors being held if all of the Directors entitled to vote on
the resolution assent to a document containing a statement that
they are in favour of the resolution set out in the document. For
the avoidance of doubt, a Director who is prohibited from voting on
a resolution pursuant to section 195(1)(b) of the Corporations Act
shall, for the purposes of this Article 9.1(a), not be entitled to
vote on such resolution.
(b) Separate copies of the document referred to in Article
9.1(a) may be used for assenting to by Directors if the wording of
the resolution and the statement is identical in each copy.
(c) A Director may signify assent to a document under this
Article 9.1 by signing the document or by notifying the Company of
the assent of the Director:
(i) in a manner permitted by Article 11.3; or
(ii) by any technology including telephone or email.
(d) Where a Director signifies assent to a document under
Article 9.1(c) other than by signing the document, the Director
must by way of confirmation sign the document before or at the next
meeting of Directors attended by that Director.
(e) The resolution the subject of a document under Article
9.1(a) is not invalid if a Director does not comply with Article
9.1(d).
9.2 Meetings of Directors
(a) The Directors may meet, adjourn and otherwise regulate their
meetings as they think fit.
(b) A meeting of Directors may be held using any technology.
(c) If a meeting of Directors is held in 2 or more places linked
together by any technology:
(i) a Director present at one of the places is taken to be
present at the meeting unless and until the Director states to the
chairperson of the meeting that the Director is discontinuing her
or her participation in the meeting; and
(ii) the chairperson of that meeting may determine at which
place the meeting will be taken to have been held.
9.3 Who can call meetings of Directors
(a) A Director may call a meeting of Directors at any time.
(b) On request of any Director, a Secretary of the Company must
call a meeting of the Directors.
9.4 How to call meetings of Directors
(a) Notice of a meeting of Directors must be given to each
Director and Alternate Director.
(b) The Company must give not less than 12 hours notice of a
meeting of Directors, unless all Directors agree otherwise.
(c) A Director or Alternate Director may waive notice of a
meeting of Directors by notice in writing to the Company to that
effect.
9.5 Quorum
(a) Subject to the Corporations Act, a quorum for a meeting of Directors is:
(i) if the Directors have fixed a number for the quorum, that number of Directors; and
(ii) in any other case, 2 Directors entitled to vote on a
resolution that may be proposed at that meeting.
(b) In determining whether a quorum for a meeting of Directors is present:
(i) where a Director has appointed an Alternate Director, that
Alternate Director is counted if the appointing Director is not
present;
(ii) where a person is present as Director and an Alternate
Director for another Director, that person is counted separately
provided that there is at least one other Director or Alternate
Director present; and
(iii) where a person is present as an Alternate Director for
more than one Director, that person is counted separately for each
appointment provided that there is at least one other Director or
Alternate Director present.
(c) A quorum for a meeting of Directors must be present at all times during the meeting.
(d) If there are not enough persons to form a quorum for a
meeting of Directors, one or more of the Directors (including those
who have an interest in a matter being considered at that meeting)
may call a general meeting of the Company and the general meeting
may pass a resolution to deal with the matter.
9.6 Chairperson
(a) Subject to Article 9.6(b), the Directors may elect a
Director as chairperson of Directors or deputy chairperson of
Directors for any period they resolve, or if no period is
specified, until that person ceases to be a Director.
(b) The Directors may remove the chairperson of Directors or
deputy chairperson of Directors at any time.
(c) The chairperson of Directors must (if present within 15
minutes after the time appointed for the holding of the meeting and
willing to act) chair each meeting of Directors.
(d) If:
(i) there is no chairperson of Directors; or
(ii) the chairperson of Directors is not present within 15
minutes after the time appointed for the holding of a meeting of
Directors; or
(iii) the chairperson of Directors is present within that time
but is not willing to chair all or part of that meeting,
then if the Directors have elected a deputy chairperson of
Directors, the deputy chairperson of Directors must (if present
within 15 minutes after the time appointed for the holding of the
meeting and willing to act) chair all or part of the meeting of
Directors.
(e) Subject to Articles 9.6(c) and 9.6(d), if:
(i) there is no deputy chairperson of Directors; or
(ii) the deputy chairperson of Directors is not present within
15 minutes after the time appointed for the holding of a meeting of
Directors; or
(iii) the deputy chairperson of Directors is present within that
time but is not willing to chair all or part of that meeting,
then the Directors present must elect one of themselves to chair
all or part of the meeting of Directors.
(f) A person does not cease to be a chairperson of Directors or
deputy chairperson of Directors if that person retires as a
Director at a meeting of Members and is re--elected as a Director
at that meeting.
9.7 Resolutions of Directors
(a) A resolution of Directors is passed if more votes are cast
in favour of the resolution than against it.
(b) Subject to Article 6.6 and this Article 9.7, each Director
has one vote on a matter arising at a meeting of the Directors.
(c) In determining the number of votes a Director has on a
matter arising at a meeting of Directors:
(i) where a person is present as Director and an Alternate
Director for another Director, that person has one vote as a
Director and, subject to Article 6.4(e), one vote as an Alternate
Director; and
(ii) where a person is present as an Alternate Director for more
than one Director, that person has, subject to Article 6.4(e), one
vote for each appointment.
(d) Subject to the Applicable Law, in case of an equality of
votes on a resolution at a meeting of Directors, the chairperson of
that meeting has a casting vote on that resolution in addition to
any vote the chairperson has in his or her capacity as a Director
in respect of that resolution.
10. Dividends and Profits
10.1 Who may determine Dividends
(a) Subject to and in accordance with Applicable Law, the rights
of any preference Shares and to the rights of the holders of any
Shares created or raised under any special arrangement as to
Dividend, the Directors may from time to time declare a Dividend to
be paid to the shareholders entitled to the Dividend. Subject to
the rights of any preference Shares and to the rights of the
holders of any Shares created or raised under any special
arrangement as to a Dividend, the Dividend as declared shall be
payable on all Shares according to the proportion that the amount
paid (not credited) is of the total amounts paid and payable
(excluding amounts credited) in respect of such Shares.
(b) The Directors may determine that a Dividend is payable on Shares and fix:
(i) the amount of the Dividend;
(ii) whether the Dividend is franked, the franking percentage and the franking class;
(iii) the time for determining entitlements to the Dividend;
(iv) the time for the payment of the Dividend; and
(v) the method of payment of the Dividend.
(c) The method of payment of a Dividend may include any or all
of the payment of cash, the issue of shares, the grant of Company
options or other Company securities, the transfer of shares or any
other securities in any other body corporate or units in any unit
trust or the transfer of any other assets.
(d) If the method of payment of a Dividend includes an issue or
transfer of shares in a body corporate, each Member:
(i) agrees to become a member of that body corporate; and
(ii) in the case of a transfer, appoints the Company and each
Director as its agent to execute an instrument of transfer or other
document required to transfer those shares to that Member.
(e) A Dividend in respect of a Share must be paid to the person
whose name is entered in the Register as the holder of that
Share:
(i) where the Directors have fixed a time under Article 10.1(b)(iii), at that time; or
(ii) in any other case, on the date the Dividend is paid.
(f) Subject to Article 10.1(g), a Member who holds restricted
securities is entitled to any Dividends in respect of those
restricted securities.
(g) A Member who holds restricted securities is not entitled to
any Dividends in respect of those restricted securities during:
(i) a breach of the Listing Rules relating to those restricted securities; or
(ii) a breach of a restriction agreement.
10.2 Dividends for different classes
The Directors may determine that Dividends be paid:
(a) on Shares of one class but not another class; and
(b) at different rates for different classes of Shares.
10.3 Dividends proportional to paid up capital
(a) Subject to any rights or restrictions attached to a class of
Shares, the person entitled to a Dividend on a Share is entitled
to:
(i) if the Share is fully paid (whether the issue price of the
Share was paid or credited or both), the entire Dividend; or
(ii) if the Share is partly paid, a proportion of that Dividend
equal to the proportion which the amount paid (excluding amounts
credited) on that Share is of the total amounts paid or payable
(excluding amounts credited) on that Share.
(b) Amounts paid in advance of a call on a Share are ignored
when calculating the proportion under Article 10.3(a)(ii).
10.4 Effect of a transfer on Dividends
If a transfer of a Share is registered after the time determined
for entitlements to a Dividend on that Share but before the
Dividend is paid, the person transferring that Share is entitled to
that Dividend unless the Operating Rules provide otherwise.
10.5 No interest on Dividends
The Company is not required to pay any interest on a
Dividend.
10.6 Unpaid amounts
The Company may retain the whole or part of any Dividend on
which the Company has a lien and apply that amount in total or part
satisfaction of any amount secured by that lien.
10.7 Capitalisation of profits
(a) The Directors may capitalise any profits of the Company and
distribute that capital to the Members, in the same proportions as
the Members are entitled to a distribution by Dividend.
(b) The Directors may fix the time for determining entitlements
to a capitalisation of profits.
(c) The Directors may decide to apply capital under Article
10.7(a) in either or both of the following ways:
(i) in paying up an amount unpaid on Shares already issued; and
(ii) in paying up in full any unissued Shares or other securities in the Company.
(d) The Members must accept an application of capital under
Article 10.7(c) in full satisfaction of their interests in that
capital.
10.8 Distributions of assets
The Directors may settle any problem concerning a distribution
under Article 10 in any way. This may include:
(a) rounding amounts up or down to the nearest whole number;
(b) ignoring fractions;
(c) valuing assets for distribution;
(d) paying cash to any Member on the basis of that valuation; and
(e) vesting assets in a trustee on trust for the Members entitled.
10.9 Dividend plans
(a) The Directors may establish a dividend selection plan or
bonus share plan on any terms, under which participants may elect
in respect of all or part of their Shares:
(i) to receive a Dividend from the Company paid in whole or in
part out of a particular fund or reserve or out of profits derived
from a particular source; or
(ii) to forego a Dividend from the Company and receive some
other form of distribution or entitlement (including securities)
from the Company or another body corporate or a trust.
(b) The Directors may establish a dividend reinvestment plan on
any terms, under which participants may elect in respect of all or
part of their Shares to apply the whole or any part of a Dividend
from the Company in subscribing for securities of the Company or a
related body corporate of the Company.
(c) Subject to Applicable Law, the Directors may implement,
amend, suspend or terminate a plan established under this Article
10.9.
11. Notices and Payments
11.1 Notice to Members
(a) The Company may give Notice to a Member:
(i) in person;
(ii) by sending it by post to the address of the Member in the
Register or the alternative address (if any) nominated by that
Member;
(iii) by sending it to the fax number or electronic address (if
any) nominated by that Member; or
(iv) such other means as permitted by the Corporations Act.
(b) If the address of a Member in the Register is not within
Australia, the Company must send all documents to that Member by
air-mail, air courier, fax or by electronic means.
(c) The Company must give any Notice to Members who are joint
holders of a Share to the person named first in the Register in
respect of that Share, and that Notice is Notice to all holders of
that Share.
(d) The Company may give Notice to a person entitled to a Share
because of a Transmission Event in any manner specified in Article
11.1(a).
(e) Notice to a person entitled to a Share because of a
Transmission Event is taken to be Notice to the Member of that
Share.
(f) A Notice to a Member is sufficient, even if:
(i) a Transmission Event occurs in respect of that Member
(whether or not a joint holder of a Share); or
(ii) that Member is an externally administered body corporate,
and regardless of whether or not the Company has notice of that
event.
(g) A person entitled to a Share because of a transfer,
Transmission Event or otherwise, is bound by every Notice given in
respect of that Share.
(h) Any Notice required or allowed to be given by the Company to
one or more Members by advertisement is, unless otherwise
stipulated, sufficiently advertised if advertised once in a daily
newspaper circulating in the states and territories of
Australia.
11.2 Notice to Directors
The Company may give Notice to a Director or Alternate
Director:
(a) in person;
(b) by sending it by post to the usual residential address of
that person or the alternative address (if any) nominated by that
person;
(c) by sending it to the fax number or electronic address (if
any) nominated by that person; or
(d) by any other means agreed between the Company and that person.
11.3 Notice to the Company
A person may give Notice to the Company:
(a) by leaving it at the registered office of the Company during
a time when the registered office is open;
(b) by sending it by post to the registered office of the Company;
(c) by sending it to a fax number at the registered office of
the Company nominated by the Company for that purpose;
(d) by sending it to the electronic address (if any) nominated
by the Company for that purpose; or
(e) by any other means permitted by the Corporations Act.
11.4 Time of service
(a) A Notice sent by post to an address within Australia is taken to be given:
(i) in the case of a Notice of meeting, one day after it is posted; or
(ii) in any other case, at the time at which the Notice would be
delivered in the ordinary course of post.
(b) A Notice sent by air--mail to an address outside Australia is taken to be given:
(i) in the case of a Notice of meeting, one day after it is posted; or
(ii) in any other case, at the time at which the Notice would be
delivered in the ordinary course of post.
(c) A Notice sent by air courier to a place outside Australia is
taken to be given one day after delivery to the air courier.
(d) A Notice sent by fax is taken to be given on the day it is
sent, provided that the sender's transmission report shows that the
whole Notice was sent to the correct fax number.
(e) A Notice sent to an electronic address is taken to be given
on the date it is sent unless a delivery failure message is
received by the Company.
(f) The giving of a Notice by post, air--mail or air courier is
sufficiently proved by evidence that the Notice:
(i) was addressed to the correct address of the recipient; and
(ii) was placed in the post or delivered to the air courier.
(g) A certificate by a Director or Secretary of a matter
referred to in Article 11.4(f) is sufficient evidence of the
matter, unless it is proved to the contrary.
11.5 Signatures
The Directors may decide, generally or in a particular case,
that a Notice given by the Company be signed by mechanical or other
means.
11.6 Payments
(a) The Company may pay a person entitled to an amount payable
in respect of a Share (including a Dividend) by:
(i) crediting an account nominated in writing by that person;
(ii) cheque made payable to bearer, to the person entitled to
the amount or any other person the person entitled directs in
writing; or
(iii) any other manner as the Directors resolve.
(b) The Company may post a cheque referred to in Article 11.6(a)(ii) to:
(i) the address in the Register of the Member of the Share;
(ii) if that Share is jointly held, the address in the Register
of the Member named first in the Register in respect of the Share;
or
(iii) any other address which that person directs in writing.
(c) Any joint holder of a Share may give effective receipt for
an amount (including a Dividend) paid in respect of the Share.
12. Winding Up
12.1 Distributions proportional to paid up capital
Subject to any rights or restrictions attached to a class of
Shares, on a winding up of the Company, any surplus must be divided
among the Members in the proportions which the amount paid
(including amounts credited) on the Shares of a Member is of the
total amounts paid and payable (including amounts credited) on the
Shares of all Members.
12.2 Distributions of assets
(a) Subject to any rights or restrictions attached to a class of
Shares, on a winding up of the Company, the liquidator may, with
the sanction of a special resolution of the Members:
(i) distribute among the Members the whole or any part of the
property of the Company; and
(ii) decide how to distribute the property as between the
Members or different classes of Members.
(b) The liquidator of the Company may settle any problem
concerning a distribution under Article 12 in any way. This may
include:
(i) rounding amounts up or down to the nearest whole number;
(ii) ignoring fractions;
(iii) valuing assets for distribution;
(iv) paying cash to any Member on the basis of that valuation; and
(v) vesting assets in a trustee on trust for the Members entitled.
(c) A Member need not accept any property, including shares or
other securities, carrying a liability.
13. Notification of Interests
13.1 United Kingdom Financial Conduct Authority's Disclosure and Transparency Rules
For so long as the Company's Shares are admitted to trading on
AIM or any other stock exchange the rules of which would require
the relevant DTR provisions to apply, the provisions of the
Relevant DTR Provisions shall be deemed to be incorporated into
this Constitution and shall bind the Company and the Members (save
that any provision exempting any person from complying with any
Relevant DTR Provisions by reason of the location of an issuer's
registered office shall not be deemed incorporated into this
Constitution) and references to an "issuer" (or similar expression)
in such Relevant DTR Provisions shall be deemed to be references to
the Company, as if the Company had its Home State (as defined in
the DTR) in the United Kingdom (and, for the avoidance of doubt,
the Company shall not be deemed to be a "non-UK issuer" as defined
in the Relevant DTR Provisions).
14. Restricted Securities
While the Company is on the official list of ASX, the Company
must recognise and comply with the ASX Listing Rules with respect
to Restricted Securities.
The following provisions apply notwithstanding any other
provision of this Constitution and without limiting the obligation
to comply with the ASX Listing Rules:
(a) a holder of Restricted Securities must not Dispose of, or
agree or offer to Dispose of, the Restricted Securities during the
escrow period applicable to those Restricted Securities except as
permitted by the ASX Listing Rules or ASX;
(b) if the Restricted Securities are in the same class as quoted
securities, the holder will be taken to have agreed in writing that
the Restricted Securities are to be kept on the Company's issuer
sponsored sub-register and are to have a holding lock applied for
the duration of the escrow period applicable to those
securities;
(c) the Company will refuse to acknowledge any Disposal
(including, without limitation, to register any transfer), of
Restricted Securities during the escrow period except as permitted
by the ASX Listing Rules or the ASX;
(d) a holder of Restricted Securities will not be entitled to
participate in any return of capital on those Restricted Securities
during the escrow period applicable to those Restricted Securities
except as permitted by the ASX Listing Rules or ASX; and
(e) if a holder of Restricted Securities breaches a Restriction
Deed or a provision of this Constitution restricting a Disposal of
those Restricted Securities, the holder will not be entitled to any
dividend or distribution, or to exercise any voting rights, in
respect of those Restricted Securities for so long as the breach
continues.
For the purposes of this clause 14:
Dispose has the meaning given to it in the ASX Listing Rules and
Disposal has the corresponding meaning;
Restricted Securities has the meaning given to it in the ASX
Listing Rules; and
Restriction Deed means a restriction deed in a form prescribed
by the Listing Rules or otherwise approved by a Stock
Exchange.'
Schedule 1 - Definitions and Interpretation
1. Definitions
In this Constitution:
Adoption Date means the date on which this Constitution is
adopted by the Company as its constitution.
AIM means the AIM market of the London Stock Exchange Plc.
AIM Rules means the AIM Rules for Companies and any other rules
of AIM which are applicable while the Company's Shares are admitted
to AIM.
Alternate Director means a person for the time being holding
office as an alternate director of the Company under Article
6.4.
Applicable Law means the Corporations Act, the Listing Rules and
the Operating Rules.
AGM means annual general meeting.
ASX means ASX Limited ACN 008 624 691 or the financial market
operated by ASX Limited trading as the Australian Securities
Exchange, as the context permits.
ASX Listing Rules means the listing rules of ASX and any other
rules of ASX which are applicable while the Company is admitted to
the Official List of ASX.
ASX Settlement means ASX Settlement Pty Ltd ACN 008 504 532.
Business Day:
(a) if the Company is admitted to the official list of ASX at
the time, has the meaning given in the ASX Listing Rules; or
(b) otherwise, means a day except a Saturday, Sunday or public
holiday in Western Australia.
Company means the company named Oilex Ltd ACN 078 652 632, or
whatever its name may be from time to time.
Corporations Act means the Corporations Act 2001 (Cth), except
to the extent of any exemption, modification, declaration or order
made in respect of that legislation which applies to the
Company.
Directors means the directors of the Company for the time
being.
Dividend includes an interim dividend and a final dividend.
DTR means the United Kingdom Financial Conduct Authority's
Disclosure and Transparency Rules Sourcebook.
Eligible Member means, in respect of a meeting of Members:
(a) the date and time specified in the notice of that meeting, a
person who is a Member at that time; or
(b) as otherwise determined by the party calling the meeting,
provided that the time is not more than 48 hours prior to the
meeting.
Executive Director means a Director who is an employee (whether
full-time or part-time) of the Company or of any related body
corporate of the Company other than by virtue of being a Director
of the Company.
Legal Costs of a person means legal costs incurred by that
person in defending an action for a Liability of that person.
Liability of a person means any liability incurred by that
person as an officer of the Company or a subsidiary of the
Company.
Listing Rules means the rules of any Recognised Exchange as
amended or replaced from time to time, except to the extent of any
written waiver by the applicable Recognised Exchange, which are
applicable to the Company while the Company is admitted to that
Recognised Exchange.
Member means a person whose name is entered in the Register as
the holder of a Share.
Non--Executive Directors means all Directors other than
Executive Directors.
Notice means a notice given pursuant to, or for the purposes of,
this Constitution or the Applicable Law.
Notifiable Interest has the meaning given by paragraph (a) of
the definition of notifiable interest of a director in the ASX
Listing Rules.
Official List means the official list of ASX.
Operating Rules mean the operating rules of the Settlement
Facility Provider, except to the extent of any relief given by the
Settlement Facility Provider in their application to the
Company.
Personal Representative means the legal personal representative,
executor or administrator of the estate of a deceased person.
Prescribed Notice means 28 days or any shorter period of notice
for a meeting of Members of the Company allowed under the
Corporations Act.
Previous Constitution means the constitution of the Company
immediately before the Adoption Date.
Recognised Exchange means:
(a) where the Shares are listed on ASX, ASX; and/or
(b) where the Shares are admitted to trading on AIM, AIM.
Register means the register of Members kept under the Applicable
Law and, where appropriate, includes any sub-register and branch
register.
Relevant DTR Provisions means the provisions of the DTR or any
successor regime (whether statutory or non-statutory) governing the
disclosure of interests in shares in the United Kingdom by issuers
who have their registered office in the United Kingdom, which
relates to the requirement of shareholders to disclose their total
proportion of voting rights (as defined in the DTR).
Relevant Officer means a person who is, or has been, a Director
or Secretary.
Secretary means a company secretary of the Company for the time
being.
Settlement Facility Provider means the entity which provides the
facility for the electronic settlement of transfers of Shares and
other services connected with the settlement of transfers of
Shares, including, without limitation, the CREST settlement system
in the United Kingdom operated by Euroclear UK & Ireland
Limited or any successor regime, where the Shares are admitted to
trading on AIM, and ASX Settlement Pty Ltd ACN 008 504 532 or its
successor as the operator of the clearing and settlement facility
for the financial market operated by ASX, where the Shares are
listed on ASX.
Share means a share in the capital of the Company.
Transmission Event means:
(a) if a Member is an individual:
(i) death or bankruptcy of that Member; or
(ii) that Member becoming of unsound mind or becoming a person
whose property is liable to be dealt with under a law about mental
health;
(b) if a Member is a body corporate, the deregistration of that
Member under the laws of the jurisdiction of its registration;
or
(c) in any case, the vesting in, or transfer to, a person of the
Shares of a Member without that person becoming a Member.
2. Interpretation
(a) In this Constitution:
(i) a reference to a partly paid Share is a reference to a Share
on which there is an amount unpaid;
(ii) a reference to a call or an amount called in respect of a
Share includes an amount that, by the terms of issue of a Share or
otherwise, is payable at one or more fixed times;
(iii) a reference to a Share which is jointly held is a
reference to a Share for which there is more than one Member;
(iv) a reference to a meeting of Members includes a meeting of any class of Members;
(v) a Member is taken to be present at a meeting of Members if
the Member is present in person or by proxy, attorney or
representative; and
(vi) a reference to a notice or document in writing includes a
notice or document given by fax or another form of written
communication.
(b) In this Constitution, headings are for convenience only and
do not affect interpretation, and unless the context indicates a
contrary intention:
(i) words importing the singular include the plural (and vice versa);
(ii) words indicating a gender include every other gender;
(iii) the word person includes an individual, the estate of an
individual, a corporation, an authority, an association or a joint
venture (whether incorporated or unincorporated), a partnership and
a trust;
(iv) where a word or phrase is given a defined meaning, any
other part of speech or grammatical form of that word or phrase has
a corresponding meaning; and
(v) the word includes in any form is not a word of limitation.
(c) Unless the context indicates a contrary intention, in this Constitution:
(i) a reference to an Article or a Schedule is to an article or
a schedule of this Constitution;
(ii) a reference in a Schedule to a paragraph is to a paragraph of that Schedule;
(iii) a Schedule is part of this Constitution; and
(iv) a reference to this Constitution is to this Constitution
(and where applicable any of its provisions) as modified or
repealed from time to time.
(d) Unless the context indicates a contrary intention, in this Constitution:
(i) a reference to any statute or to any statutory provision
includes any statutory modification or re-enactment of it or any
statutory provision substituted for it, and all ordinances,
by-laws, regulations, rules and statutory instruments (however
described) issued under it; and
(ii) a reference to the Listing Rules or the Operating Rules
includes any amendment or replacement of those rules from time to
time.
(e) Unless the context indicates a contrary intention:
(i) an expression in a provision of this Constitution which
deals with a matter dealt with by a provision of the Applicable Law
has the same meaning as in that provision of the Applicable Law;
and
(ii) an expression in a provision of this Constitution that is
defined in section 9 of the Corporations Act has the same meaning
as in that section.
(f) In this Constitution, a reference to the Listing Rules, the
Operating Rules, or a Recognised Stock Exchange has effect only if
at that time the Company is included in the official list of ASX
and/or while the Shares are admitted to trading on AIM (as
applicable).
3. Exercise of Powers
Where this Constitution confers a power or imposes a duty, then,
unless the contrary intention appears, the power may be exercised
and the duty must be performed from time to time as the occasion
requires.
4. Articles of this Constitution
(a) Unless the Applicable Law provides that the Constitution may
contain a provision contrary to the Applicable Law, the Articles of
this Constitution are subject to the Applicable Law such that any
Article of this Constitution that is inconsistent with or contrary
to the Applicable Law will be read down to the extent of the
inconsistency with the Applicable Law.
(b) If an Article is inconsistent with or contrary to the
Applicable Law and is not capable of being read down to the extent
of the inconsistency under paragraph 4(a), the relevant Article
will be severed from this Constitution.
(c) If at any time any provision of this Constitution is or
becomes illegal, invalid or unenforceable in any respect under the
law of any jurisdiction, that does not affect or impair:
(i) the legality, validity or enforceability in that
jurisdiction of any other provision of this Constitution; or
(ii) the legality, validity or enforceability under the law of
any other jurisdiction of that or any other provision of this
Constitution.
5. Provisions Required by the Listing Rules
If the Company is admitted to the Official List of ASX and/or if
the Company's Shares are admitted to trading on AIM, the following
provisions apply:
(a) notwithstanding anything contained in this Constitution, if
the Listing Rules of the ASX and/or the AIM Rules (as applicable)
prohibit an act being done, the act shall not be done;
(b) nothing contained in this Constitution prevents an act being
done that the Listing Rules of the ASX and/or the AIM Rules (as
applicable) require to be done;
(c) if the Listing Rules of the ASX and/or the AIM Rules (as
applicable) require an act to be done or not to be done, authority
is given for that act to be done or not to be done (as the case may
be);
(d) if the Listing Rules of the ASX and/or the AIM Rules (as
applicable) require this Constitution to contain a provision and it
does not contain such a provision, this Constitution is deemed to
contain that provision;
(e) if the Listing Rules of the ASX and/or the AIM Rules (as
applicable) require this Constitution not to contain a provision
and it contains such a provision, this Constitution is deemed not
to contain that provision; and
(f) if any provision of this Constitution is or becomes
inconsistent with the Listing Rules of the ASX and/or the AIM Rules
(as applicable), this Constitution is deemed not to contain that
provision to the extent of the inconsistency.
Schedule 2 - Calls, Company Payments, Forfeiture and Liens
1. Exercise of powers
The powers of the Company under this Schedule 2 may only be
exercised by the Directors.
2. Calls
2.1 Making a call
(a) Subject to the terms of issue of a Share, the Company may at
any time make calls on the Members of a Share for all or any part
of the amount unpaid on the Share as the Directors resolve.
(b) The Company may make calls payable for one or more Members
for different amounts and at different times.
(c) Subject to the terms of issue of a Share, a call may be made payable by instalments.
(d) Subject to the Company may revoke or postpone a call or
extend the time for payment of a call.
(e) A call is made when the Directors resolve to make the call.
2.2 Notice of a call
(a) The Company must give Members at least 10 Business Days notice of a call.
(b) A notice of a call must be in writing and specify the amount
of the call, the due date for payment, the manner in which payment
of the call must be made, the consequences of non-payment of the
call and any other information required by the Listing Rules.
(c) A call is not invalid if:
(i) a Member does not receive notice of the call; or
(ii) the Company accidentally does not give notice of the call to a Member.
2.3 Payment of a call
(a) A Member must pay to the Company the amount of each call
made on the Member on the date and in the manner specified in the
notice of the call.
(b) If an amount unpaid on a Share is payable, by the terms of
issue of the Share or otherwise, in one or more fixed amounts on
one or more fixed dates, the Member of that Share must pay to the
Company those amounts on those dates.
(c) A Member must pay to the Company:
(i) interest at the rate specified in paragraph 7(a) on any
amount referred to in paragraphs 2.3(a) or 2.3(b) which is not paid
on or before the time appointed for its payment, from the time
appointed for payment to the time of the actual payment; and
(ii) expenses incurred by the Company because of the failure to
pay or late payment of that amount.
(d) The Company may waive payment of all or any part of an
amount payable under paragraph 2.3(c).
(e) The joint holders of a Share are jointly and severally
liable for the payment of all calls due in respect of that
Share.
2.4 Recovery of a call
(a) The Company may recover an amount due and payable under this
paragraph 2 from a Member by:
(i) commencing legal action against the Member for all or part of the amount due;
(ii) enforcing a lien on the Share in respect of which the call was made; or
(iii) forfeiting the Share in respect of which the call was made.
(b) The debt due in respect of an amount payable under this
paragraph 2 in respect of a Share is sufficiently proved by
evidence that:
(i) the name of the Member sued is entered in the Register as
one or more of the holders of that Share; and
(ii) there is a record in the minute books of the Company of:
(A) in the case of an amount referred to in paragraph 2.3(b), that amount; or
(B) in any other case, the resolution making the call.
2.5 Payment in advance of a call
(a) The Company may:
(i) accept from any Member all or any part of the amount unpaid
on a Share held by the Member before that amount is called for;
(ii) pay interest at any rate the Directors resolve, on the
amount paid before it is called, from the date of payment until and
including the date the amount becomes actually payable; and
(iii) repay the amount paid to that Member.
(b) An amount paid pursuant to paragraph 2.5(a)(i) does not
confer a right to participate in:
(i) a Dividend determined to be paid from the profits of the Company; or
(ii) any surplus of the Company in a winding up of the Company,
for the period before the date when the amount paid would have
otherwise become payable.
3. Company Payments on Behalf of a Member
3.1 Rights of the Company
(a) A Member or, if the Member is deceased, the Member's
Personal Representative, must indemnify the Company against any
liability which the Company has under any law to make a payment
(including payment of a tax) in respect of:
(i) a Share held by that Member (whether solely or jointly);
(ii) a transfer or transmission of Shares by that Member;
(iii) a Dividend or other money which is, or may become, due or payable to that Member; or
(iv) that Member.
(b) A Member or, if the Member is deceased, the Member's
Personal Representative, must pay to the Company immediately on
demand:
(i) the amount required to reimburse the Company for a payment
referred to in paragraph 3.1(a); and
(ii) pay to the Company interest at the rate specified in
paragraph 7(a) on any amount referred to in paragraph 3.1(a) paid
by the Company, from the date of payment by the Company until and
including the date the Company is reimbursed in full for that
payment.
(c) Subject to the Applicable Law, the Company may refuse to
register a transfer of any Shares by a Member referred to in
paragraph 3.1(a), or that Member's Personal Representative, until
all money payable to the Company under this paragraph 3.1 has been
paid.
(d) The powers and rights of the Company under this paragraph
3.1 are in addition to any right or remedy that the Company may
have under the law which requires the Company to make a payment
referred to in paragraph 3.1(a).
3.2 Recovery of Company payments
(a) The Company may recover an amount due and payable under
paragraph 3.1 from the Member or the Member's Personal
Representative by any or all of:
(i) deducting all or part of that amount from any other amount
payable by the Company to that person in respect of the Shares of
that person;
(ii) commencing legal action against that person for all or part of that amount; or
(iii) enforcing a lien on one or more of the Shares of that person.
(b) The Company may waive any or all its rights under paragraph 3.
4. Forfeiture
4.1 Forfeiture procedure
The Company may forfeit a Share of a Member by a resolution of
the Directors if:
(a) that Member does not pay a call or instalment on that Share
on or before the date for its payment;
(b) the Company gives that Member notice in writing:
(i) requiring the Member to pay that call or instalment, any
interest on it and all expenses incurred by the Company by reason
of the non-payment; and
(ii) stating that the Share is liable to be forfeited if that
Member does not pay to the Company, at the place specified in the
notice, the amount specified in the notice, within 10 Business Days
(or any longer period specified) after the date of the notice;
and
(c) that Member does not pay that amount in accordance with that notice.
4.2 Notice of forfeiture
(a) When any Share has been forfeited, the Company must:
(i) give notice in writing of the forfeiture to the Member
registered as its holder before the forfeiture; and
(ii) record the forfeiture with the date of forfeiture in the Register.
(b) Failure by the Company to comply with any requirement in
paragraph 4.2(a) does not invalidate the forfeiture.
4.3 Effect of forfeiture
(a) The forfeiture of a Share extinguishes:
(i) all interests in that Share of the former Member; and
(ii) all claims against the Company in respect of that Share by
the former Member, including all Dividends determined to be paid in
respect of that Share and not actually paid.
(b) A former Member of a forfeited Share must pay to the Company:
(i) all calls, instalments, interest and expenses in respect of
that Share at the time of forfeiture; and
(ii) interest at the rate specified in paragraph 7(a) on those
amounts from the time of forfeiture until and including the date of
payment of those amounts.
4.4 Sale or reissue of forfeited Shares
The Company may sell, otherwise dispose of or reissue, a Share
which has been forfeited on any terms and in any manner as the
Directors resolve.
4.5 Cancellation of forfeited Shares
The Company may by ordinary resolution passed at a general
meeting cancel a Share which has been forfeited under the terms on
which the Share is on issue.
4.6 Proof of forfeiture
A certificate in writing from the Company signed by a Director
or Secretary that a Share was forfeited on a specified date is
sufficient evidence of:
(a) the forfeiture of that Share; and
(b) the right and title of the Company to sell, dispose or reissue that Share.
4.7 Waiver or cancellation of forfeiture
The Company may:
(a) waive any or all of its rights under paragraph 4; and
(b) at any time before a sale, disposition, reissue or
cancellation of a forfeited Share, cancel the forfeiture on any
terms as the Directors resolve.
5. Liens
5.1 First ranking lien
The Company has a first ranking lien on:
(a) each Share registered in the name of a Member;
(b) the proceeds of sale of those Shares; and
(c) all Dividends determined to be payable in respect of those Shares,
for:
(d) each unpaid call or instalment which is due but unpaid on those Shares;
(e) if those Shares were acquired under an employee incentive
scheme, all amounts payable to the Company by the Member under
loans made to enable those Shares to be acquired;
(f) all amounts which the Company is required by law to pay, and
has paid, in respect of those Shares (including any payment under
paragraph 3) or the forfeiture or sale of those Shares; and
(g) all interest and expenses due and payable to the Company under this Schedule 2.
5.2 Enforcement by sale
The Company may sell a Share of a Member to enforce a lien on
that Share if:
(a) an amount secured by that lien is due and payable;
(b) the Company gives that Member or the Member's Personal
Representative notice in writing:
(i) requiring payment to the Company of that amount, any
interest on it and all expenses incurred by the Company by reason
of the non-payment; and
(ii) stating that the Share is liable to be sold if that person
does not pay to the Company, in the manner specified in the notice,
the amount specified in the notice within 10 Business Days (or any
longer period specified) after the date of the notice; and
(c) that Member or the Member's Personal Representative does not
pay that amount in accordance with that notice.
5.3 Release or Waiver of lien
(a) Registration of a transfer of a Share by the Company
releases any lien of the Company on that Share in respect of any
amount owing on that Share, unless the Company gives notice in
writing, to the person to whom that Share is transferred, of the
amount owing.
(b) The Company may waive any or all of its rights under paragraph 5.
6. Sales, Disposals and Reissues
6.1 Sale procedure
(a) The Company may:
(i) receive the purchase money or consideration for Shares sold
or disposed of under this Schedule 2;
(ii) appoint a person to sign a transfer of Shares sold or
disposed of under this Schedule 2;
(iii) do all things necessary or desirable under the Applicable
Law to effect a transfer of Shares sold or disposed of under this
Schedule 2; and
(iv) enter in the Register the name of the person to whom Shares are sold or disposed.
(b) The person to whom a Share is sold or disposed under this
Schedule 2 need not enquire whether the Company:
(i) properly exercised its powers under this Schedule 2 in respect of that Share; or
(ii) properly applied the proceeds of sale or disposal of those Shares,
and the title of that person is not affected by those
matters.
(c) The remedy (if any) of any person aggrieved by a sale or
other disposal of Shares under this Schedule 2 is in damages only
and against the Company exclusively.
(d) A certificate in writing from the Company signed by a
Director or Secretary that a Share was sold, disposed of or
reissued in accordance with this Schedule 2 is sufficient evidence
of those matters.
6.2 Application of proceeds
The Company must apply the proceeds of any sale, other disposal
or reissue of any Shares under this Schedule 2 in the following
order:
(a) the expenses of the sale, other disposal or reissue;
(b) the amounts due and unpaid in respect of those Shares; and
(c) the balance (if any) to the former Member or the former
Member's Personal Representative, on the Company receiving the
certificate (if any) of those Shares or other evidence satisfactory
to the Company regarding the ownership of those Shares.
7. Interest
(a) A person must pay interest under this Schedule 2 to the Company:
(i) at a rate the Directors resolve; or
(ii) if the Directors do not resolve, at 15% per annum.
(b) Interest payable to the Company under this Schedule 2 accrues daily.
(c) The Company may capitalise interest payable under this
Schedule 2 at any interval the Directors resolve.
Schedule 3 - Transmission
1. Deceased Members
1.1 Effect of death
(a) If a Member in respect of a Share which is not jointly held
dies, the Company must recognise only the Personal Representative
of that Member as having any title to or interest in, or any
benefits accruing in respect of, that Share.
(b) If a Member in respect of a Share which is jointly held
dies, the Company must recognise only the surviving Members of that
Share as having any title to or interest in, or any benefits
accruing in respect of, that Share.
1.2 Estates and Personal Representatives
(a) The estate of a deceased Member is not released from any
liability in respect of the Shares registered in the name of that
Member.
(b) Where 2 or more persons are jointly entitled to any Share as
a consequence of the death of the registered holder of that Share,
they are taken to be joint holders of that Share.
2. Transmission Events
2.1 Transmittee right to register or transfer
(a) Subject to the Australian Bankruptcy Act 1966 if a person
entitled to a Share because of a Transmission Event gives the
Directors the information they reasonably require to establish the
person's entitlement to be registered as the holder of the Share,
that person may:
(i) elect to be registered as a Member in respect of that Share
by giving a signed notice in writing to the Company; or
(ii) transfer that Share to another person.
(b) On receiving a notice under paragraph 2.1(a)(i), the Company
must register the person as the holder of that Share.
(c) A transfer under paragraph 2.1(a)(ii) is subject to all
provisions of this Constitution relating to transfers of
Shares.
2.2 Other transmute rights and obligations
(a) A person registered as a Member as a consequence of
paragraph 2.1 must indemnify the Company to the extent of any loss
or damage suffered by the Company as a result of that
registration.
(b) A person who has given to the Directors the information
referred to in paragraph 2.1(a) in respect of a Share is entitled
to the same rights to which that person would be entitled if
registered as the holder of that Share.
Schedule 4 - Unmarketable Parcels
1. Definitions
In this Schedule:
marketable parcel has the meaning given to that term in the ASX
Listing Rules.
Sale Share means a Share which is sold or disposed of in
accordance with this Schedule.
2. Power to Sell Unmarketable Parcels
2.1 Existing unmarketable parcels
(a) The Company may sell the Shares of a Member if:
(i) the total number of Shares of a particular class held by
that Member is less than a marketable parcel;
(ii) the Company gives that Member notice in writing stating
that the Shares are liable to be sold or disposed of by the
Company; and
(iii) that Member does not give notice in writing to the
Company, by the date specified in the notice of the Company (being
not less than 42 days after the date of the Company giving that
notice), stating that all or some of those Shares are not to be
sold or disposed of.
(b) The Company may only exercise the powers under paragraph
2.1(a), in respect of one or more Members, once in any 12 month
period.
(c) The power of the Company under paragraph 2.1(a) lapses
following the announcement of a takeover bid. However, the
procedure may be started again after the close of the offers made
under the takeover bid.
2.2 New unmarketable parcels
(a) The Company may sell the Shares of a Member if:
(i) the Shares of a particular class held by that Member are in
a new holding created by a transfer on or after 1 September 1999;
and
(ii) that transfer is of a number of Shares of that class that
was less than a marketable parcel at the time the transfer document
was initiated, or in the case of a paper based transfer document,
was lodged with the Company.
(b) The Company may give a Member referred to in paragraph
2.2(a) notice in writing stating that the Company intends to sell
or dispose of the Shares.
3. Exercise of Power of Sale
3.1 Extinguishment of interests and claims
The exercise by the Company of its powers under paragraph 2
extinguishes, subject to this Schedule 4:
(a) all interests in the Sale Shares of the former Member; and
(b) all claims against the Company in respect of the Sale Shares
by that Member, including all Dividends determined to be paid in
respect of those Share and not actually paid.
3.2 Manner of sale
(a) The Company may sell or dispose of any Shares under paragraph 2 at any time:
(i) using a financial services licensee on the basis that person
obtains the highest possible price for the sale of the Shares;
or
(ii) in any other manner and on any terms as the Directors resolve.
(b) The Company may:
(i) exercise any powers permitted under the Applicable Law to
enable the sale or disposal of Shares under this Schedule;
(ii) receive the purchase money or consideration for Sale Shares;
(iii) appoint a person to sign a transfer of Sale Shares; and
(iv) enter in the Register the name of the person to whom Sale Shares are sold or disposed.
(c) The person to whom a Sale Share is sold or disposed need not
enquire whether the Company:
(i) properly exercised its powers under this Schedule in respect of that Share; or
(ii) properly applied the proceeds of sale or disposal of those Shares,
and the title of that person is not affected by those
matters.
(d) The remedy of any person aggrieved by a sale or disposal of
Sale Shares is in damages only and against the Company
exclusively.
(e) A certificate in writing from the Company signed by a
Director or Secretary that a Share was sold or disposed of in
accordance with this Schedule 4 is sufficient evidence of those
matters.
3.3 Application of proceeds
(a) If the Company exercises the powers under paragraph 2.1,
either the Company or the person to whom a Sale Share is sold or
disposed of must pay the expenses of the sale or disposal.
(b) The Company must apply the proceeds of any sale or disposal
of any Sale Shares in the following order:
(i) in the case of an exercise of the powers under paragraph
2.2, the expenses of the sale or disposal;
(ii) the amounts due and unpaid in respect of those Shares; and
(iii) the balance (if any) to the former Member or the former
Member's Personal Representative, on the Company receiving the
certificate (if any) for those Shares or other evidence
satisfactory to the Company regarding the ownership of those
Shares.
3.4 Voting and dividend rights pending sale
(a) If the Company is entitled to exercise the powers under
paragraph 2.2, the Company may by resolution of the Directors
remove or change either or both:
(i) the right to vote; and
(ii) the right to receive Dividends,
of the relevant Member in respect of some or all of the Shares
liable to be sold or disposed of.
(b) After the sale of the relevant Sale Shares, the Company must
pay to the person entitled any Dividends that have been withheld
under paragraph 3.4(a).
Schedule 5 - Proportional Takeover Bid Approval
1. Definitions
In this Schedule:
Approving Resolution means a resolution to approve a
proportional takeover bid in accordance with this Schedule.
Deadline means the 14th day before the last day of the bid
period for a proportional takeover bid.
Voter means a person (other than the bidder under a proportional
takeover bid or an associate of that bidder) who, as at the end of
the day on which the first offer under that bid was made, held bid
class securities for that bid.
2. Refusal of Transfers
2.1 Requirement for an Approving Resolution
(a) The Company must refuse to register a transfer of Shares
giving effect to a takeover contract for a proportional takeover
bid unless and until an Approving Resolution is passed in
accordance with this Schedule 5.
(b) This Schedule 5 ceases to apply on the 3rd anniversary of
its last adoption, or last renewal, in accordance with the
Corporations Act.
2.2 Voting on an Approving Resolution
(a) Where offers are made under a proportional takeover bid, the
Directors must, call and arrange to hold a meeting of Voters for
the purpose of voting on an Approving Resolution before the
Deadline.
(b) The provisions of this Constitution concerning meetings of
Members (with the necessary changes) apply to a meeting held under
paragraph 2.2(a).
(c) Subject to this Constitution, every Voter present at the
meeting held under paragraph 2.2(a) is entitled to one vote for
each Share in the bid class securities that the Voter holds.
(d) To be effective, an Approving Resolution must be passed before the Deadline.
(e) An Approving Resolution that has been voted on is taken to
have been passed if the proportion that the number of votes in
favour of the resolution bears to the total number of votes on the
resolution is greater than 50%, and otherwise is taken to have been
rejected.
(f) If no Approving Resolution has been voted on as at the end
of the day before the Deadline, an Approving Resolution is taken,
for the purposes of this Schedule, to have been passed in
accordance with this Schedule.
Schedule 6 - Preference Shares
1. Definitions
In this Schedule, unless the context otherwise requires:
Conversion Circumstances means, in respect of a Converting
Preference Share, whether the Preference Share is liable to be
converted or convertible:
(a) at the option of the Holder, or of the Company, or both;
(b) upon the happening of a particular event; or
(c) at a fixed time.
Conversion Date means, in respect of a Converting Preference
Share, the date (if any) specified in the Issue Resolution for the
conversion of that Preference Share or the date upon which an event
specified in the Issue Resolution occurs which results in the
conversion of that Preference Share.
Conversion Number means the number, or formula for determining
the number, of ordinary Shares into which a Converting Preference
Share will convert upon conversion.
Converting Preference Share means a Preference Share which is
specified in the Issue Resolution as being liable to be converted
or convertible into ordinary Shares in a manner permitted by the
Corporations Act, whether at the option of the Holder or
otherwise.
Dividend means any distribution of any property (including
without limitation, money, Paid Up shares, debentures, debenture
stock or other securities of the Company or of any other
Corporation) to a Holder in respect of a Preference Share as a
dividend, whether interim or final.
Dividend Date means, in respect of a Preference Share, a date
specified in the Issue Resolution on which a Dividend in respect of
that Preference Share is payable.
Dividend Rate means, in respect of a Preference Share, the terms
specified in the Issue Resolution for the calculation of the amount
of Dividend to be paid in respect of that Preference Share on any
Dividend Date, which calculation may be wholly or partly
established by reference to an algebraic formula.
Franked Dividend has the meaning given in the Income Tax
Assessment Act 1936 (Cth)
Holder means, in respect of a Preference Share, the registered
holder of that Share.
Issue Resolution means the resolution specified in paragraph
3.
Preference Share means a Share issued under Article 2.2.
Redeemable Preference Share means a Preference Share which is
specified in the Issue Resolution as being liable to be redeemed in
a manner permitted by the Corporations Act.
Redemption Amount means, in respect of a Redeemable Preference
Share, the amount specified in the Issue Resolution to be paid on
redemption of the Redeemable Preference Share.
Redemption Circumstances means, in respect of a Redeemable
Preference Share, whether the Preference Share is liable to be
redeemed:
(a) at the option of the Holder, or of the Company, or both;
(b) upon the happening of a particular event; or
(c) at a fixed time.
Redemption Date means, in respect of a Redeemable Preference
Share, the date specified in the Issue Resolution for the
redemption of that Preference Share or the date upon which an event
specified in the Issue Resolution occurs which results in the
redemption of that Preference Share.
Specified Date means, in respect of a Redeemable Preference
Share, the date (if any) specified in the Issue Resolution before
which that Redeemable Preference Share may not be redeemed by the
Holder.
2. Rights of Holders
Each Preference Share confers upon its Holder:
(a) the rights referred to in Articles 2.2(b) and 2.2(c);
(b) the right in winding up to payment in cash of the amount
then paid up on it, and any arrears of Dividend in respect of that
Preference Share in priority to any other class of Shares;
(c) the right in priority to any payment of a Dividend to any
other class of Shares, to a cumulative preferential dividend
payable on each Dividend Date in relation to that Preference Share
calculated in accordance with the Dividend Rate in relation to that
Preference Share; and
(d) no right to participate beyond the extent elsewhere
specified in this paragraph 2 in surplus assets or profits of the
Company, whether in winding up or otherwise.
3. Issue Resolution
(a) The Directors may allot a Preference Share by a resolution
of the Directors specifying:
(i) the Dividend Date;
(ii) the Dividend Rate;
(iii) whether the Preference Share is or is not a Redeemable Preference Share;
(iv) if the Preference Share is a Redeemable Preference Share,
the Redemption Amount, the Redemption Date, the Redemption
Circumstances and any Specified Date for that Redeemable Preference
Share;
(v) that the Preference Share is a Converting Preference Share;
(vi) the Conversion Circumstances, the Conversion Number and any Conversion Date; and
(vii) any other terms and conditions to apply to that Preference Share.
(b) The Issue Resolution in establishing the Dividend Rate for a
Preference Share may specify that the Dividend is to be:
(i) fixed;
(ii) variable depending upon any variation of the respective
values of any factors in an algebraic formula specified in the
Issue Resolution; or
(iii) variable depending upon such other factors as the
Directors may specify in the Issue Resolution,
and may also specify that the Dividend is to be a Franked
Dividend or not a Franked Dividend.
(c) Where the Issue Resolution specifies that the Dividend to be
paid in respect of the Preference Share is to be a Franked Dividend
the Issue Resolution may also specify:
(i) the extent to which such Dividend is to be franked; and
(ii) the consequences of any Dividend paid not being so franked,
which may include a provision for an increase in the amount of the
Dividend to such an extent or by reference to such factors as may
be specified in the Issue Resolution.
4. Redemption
(a) The Company must redeem a Redeemable Preference Share on issue:
(i) in the case where the Redeemable Preference Share is liable
to be redeemed at the option of the Company, on the specified date
where the Company, not less than 10 Business Days before that date,
has given a notice to the Holder of that Redeemable Preference
Share stating that the Redeemable Preference Share will be redeemed
on the specified date;
(ii) in the case where the Redeemable Preference Share is liable
to be redeemed at the option of the Holder, on the specified date
where the Holder of that Redeemable Preference Share, not less than
10 Business Days before that date, has given a notice to the
Company stating that the Redeemable Preference Share will be
redeemed on the specified date; and
(iii) in any event, on the Redemption Date,
but no Redeemable Preference Share may be redeemed by the Holder
before the Specified Date unless the Redemption Date occurs before
that date.
(b) On redemption of a Redeemable Preference Share, the Company,
after the Holder has surrendered to the Company the Certificate (if
any) in respect of that Redeemable Preference Share, must pay to
the Holder the Redemption Amount by:
(i) directly crediting the account nominated in writing by the
Holder from time to time; or
(ii) cheque made payable to the Holder or such other person
nominated in writing by the Holder sent through the post to:
(A) in the case where the Holder is a joint holder of the
Redeemable Preference Share, the address in the Register of the
person whose name stands first on the Register in respect of the
joint holding; or
(B) otherwise, to the address of the Holder in the Register.
5. Conversion
(a) The Company must convert a Converting Preference Share on issue:
(i) in the case where the Converting Preference Share is liable
to be redeemed at the option of the Company, on the specified date
where the Company, not less than 10 Business Days before that date,
has given a notice to the Holder of that Converting Preference
Share stating that the Converting Preference Share will be
converted on the specified date;
(ii) in the case where the Converting Preference Share is liable
to be redeemed at the option of the Holder, on the specified date
where the Holder of that Converting Preference Share, not less than
10 Business Days before that date, has given a notice to the
Company stating that the Converting Preference Share will be
converted on the specified date; and
(iii) in any event, on the Conversion Date.
(b) On conversion of a Converting Preference Share the Company
must allot to the Holder additional ordinary Shares such that
following conversion the Holder holds that number of ordinary
Shares in accordance with the Conversion Number. Conversion of a
Converting Preference Shares does not constitute a cancellation,
redemption or termination of a Converting Preference Share or the
issue, allotment or creation of a new Share.
(c) The allotment of additional ordinary Shares on Conversion
does not constitute a cancellation, redemption or termination of a
Converting Preference Share. Conversion is the taking effect of
existing rights of a Converting Preference Share and the ending of
the special rights attached to the Converting Preference Share.
(d) Following Conversion, each Converting Preference Share will
rank equally with and will confer rights identical with and impose
obligations identical with all other fully paid ordinary Shares
then on issue.
6. Certificate
The Certificate (if any) issued by the Company in relation to
any Preference Share, must specify in relation to that Preference
Share:
(a) the date of issue of the Preference Share;
(b) the Dividend Rate and Dividend Dates;
(c) whether the Preference Share is a Redeemable Preference Share;
(d) if the Preference Share is a Redeemable Preference Share, the:
(i) Redemption Circumstances;
(ii) Redemption Amount; and
(iii) Redemption Date to the extent possible or if not, the
event which if it occurs will result in redemption of that
Redeemable Preference Share; and
(e) the:
(i) Conversion Circumstances;
(ii) Conversion Number; and
(iii) Conversion Date to the extent possible or if not, the
event which if it occurs will result in conversion of that
Concerting Preference Share; and
(f) any other matter the Directors determine.
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
MSCEAAFXADKNFFF
(END) Dow Jones Newswires
November 27, 2019 08:15 ET (13:15 GMT)
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