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ARROW MINERALS LTD — Proxy Solicitation & Information Statement 2010
Aug 30, 2010
64374_rns_2010-08-30_4eab4825-1949-4c76-9034-f309b5179e30.pdf
Proxy Solicitation & Information Statement
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SEGUE RESOURCES LIMITED
ACN 112 609 846
NOTICE OF GENERAL MEETING
TIME : 10:00 am (WST) DATE : 1 October 2010 PLACE : QV1 Conference Centre Level 2 250 St Georges Terrace PERTH WA 6000
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9486 4699.
CONTENTS PAGE
| Notice of General Meeting (setting out the proposed resolutions) | 3 |
|---|---|
| Explanatory Statement (explaining the proposed resolutions) | 5 |
| Glossary | 8 |
| Proxy Form | 9 |
| TIME AND PLACE OF MEETING AND HOW TO VOTE |
VENUE
The general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00 am (WST) on 1 October 2010 at:
QV1 Conference Centre
Level 2 250 St Georges Terrace PERTH WA 6000
YOUR VOTE IS IMPORTANT
The business of the General Meeting affects your shareholding and your vote is important.
VOTING IN PERSON
To vote in person, attend the General Meeting on the date and at the place set out above.
VOTING BY PROXY
To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
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(a) post to Segue Resources Limited, Ground Floor, 1306 Hay Street, West Perth, WA 6005; or
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(b) facsimile to the Company on facsimile number (+61 8) 9486 4799; or (c) email to the Company at [email protected],
so that it is received not later than 10:00am (WST) on 29 September 2010.
Proxy Forms received later than this time will be invalid.
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NOTICE OF GENERAL MEETING
Notice is given that the general meeting of Shareholders will be held at 10:00 am (WST) on 1 October 2010 at QV1 Conference Centre, Level 2, 250 St Georges Terrace PERTH WA 6000.
The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 10.00 am (Perth time) on 29 September 2010.
Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.
AGENDA
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – SHARES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 26,496,221 Shares on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
2. RESOLUTION 2 – SHARE PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 50,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
3. RESOLUTION 3 – PARTICIPATION BY DIRECTORS IN SHARE PLACEMENT
To consider and, if thought fit, to pass the following resolution as an ordinary resolution :
“That, subject to the passing of Resolution 2 for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot
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and issue up to 5,000,000 of the Shares to be approved for allotment and issue under Resolution 2 to Dr Eric Lilford and Mr Simon Fleming (or their nominees) on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion : The Company will disregard any votes cast on this Resolution by Dr Eric Lilford and Mr Simon Fleming or any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
DATED: 30 AUGUST 2010
BY ORDER OF THE BOARD
NEVILLE BASSETT COMPANY SECRETARY
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10:00am (WST) on 1 October 2010 at QV1 Conference Centre, Level 2, 250 St Georges Terrace PERTH WA 6000.
The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – SHARES
1.1 General
As announced to ASX on 18 August 2010 and 23 August 2010, the Company has issued 26,496,221 Shares to sophisticated investors, through a private placement to raise the sum of $476,932. The shares were issued at a price of 1.8 cents each to clients of Patersons Securities Limited.
The subscribers pursuant to this issue were not related parties of the Company.
Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Share Ratification ).
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
1.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:
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(a) 26,496,221 Shares were allotted;
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(b) the issue price was 1.8 cents per Share;
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(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
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(d) the Shares were allotted and issued to clients of Patersons Securities Limited; and
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(e) the funds raised from this issue will be applied to support the continued exploration of the Company’s promising Pardoo Iron Project located in the
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regionally important Pilbara region of Western Australia, to enable the Company to continue to fund the evaluation of and investment in new project opportunities, and for general working capital.
2. RESOLUTION 2 – SHARE PLACEMENT
2.1 General
Resolution 2 seeks Shareholder approval for the allotment and issue of up to 50,000,000 Shares at an issue price of 1.8 cents per Share to raise up to $900,000 ( Share Placement ).
Other than Dr Eric Lilford and Mr Simon Fleming, none of the subscribers pursuant to this issue will be related parties of the Company. Shareholder approval for the participation by Dr Lilford and Mr Fleming in the Share Placement is being sought pursuant to Resolution 3.
A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.
The effect of Resolution 2 will be to allow the Directors to issue the Shares pursuant to the Share Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.
2.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Share Placement:
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(a) the maximum number of Shares to be issued is 50,000,000;
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(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
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(c) the issue price per Share will be 1.8 cents per Share;
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(d) the Directors will determine to whom the Shares will be issued but, other than Dr Lilford and Mr Fleming (for whose participation Shareholder approval is being sought pursuant to Resolution 33), these persons will not be related parties of the Company;
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(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
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(f) the Company intends to use the funds raised from the Share Placement towards the continued exploration of the Company’s promising Pardoo Iron Project located in the regionally important Pilbara region of Western Australia, to enable the Company to continue to fund the evaluation of and investment in new project opportunities, and for general working capital.
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3. RESOLUTION 3 – PARTICIPATION BY DIRECTORS IN THE SHARE PLACEMENT
3.1 General
Resolution 3 seeks Shareholder approval for Dr Eric Lilford and Mr Simon Fleming, who are both Directors of the Company, to participate in the Share Placement.
ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, equity securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.
Accordingly, the proposed issue of Shares to Dr Lilford and Mr Fleming under the Share Placement requires the Company to obtain Shareholder approval because Dr Lilford and Mr Fleming are related parties of the Company.
3.2
Technical information required by Listing Rule 10.13
Pursuant to ASX Listing Rule 10.13, the following information is provided in relation to the proposed participation by the Directors or their associates in the Capital Raising:
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(a) the related parties are Dr Eric Lilford and Mr Simon Fleming, each of whom is a related party by virtue of being a Director of the Company;
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(b) the maximum number of securities to be issued and allotted to the related parties is 2,500,000 Shares each, being a total of 5,000,000 Shares;
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(c) the securities will be issued to the related parties no later than 1 month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the securities will be issued on one date;
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(d) the issue price of the Shares will be the same as the Shares issued to other investors pursuant to the Share Placement, being 1.8 cents per Share;
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(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
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(f) the funds raised from the issue of the Shares will be used for the continued exploration of the Company’s promising Pardoo Iron Project located in the regionally important Pilbara region of Western Australia, to enable the Company to continue to fund the evaluation of and investment in new project opportunities, and for general working capital.
Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to the Directors as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Directors will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.
4. ENQUIRIES
Shareholders may contact the Company Secretary, Mr Neville Bassett, on (+ 61 8) 9486 4699 if they have any queries in respect of the matters set out in these documents.
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GLOSSARY
$ means Australian dollars.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Company means Segue Resources Limited (ACN 112 609 846).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.
General Meeting or Meeting means the meeting convened by the Notice.
Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
WST means Western Standard Time as observed in Perth, Western Australia.
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PROXY FORM
APPOINTMENT OF PROXY SEGUE RESOURCES LIMITED ACN 112 609 846
GENERAL MEETING
I/We of being a member of Segue Resources Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy OR the Chair of the General Meeting as your proxy
or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10:00 am (WST), on 1 October 2010 at QV1 Conference Centre, Level 2, 250 St Georges Terrace PERTH WA 6000, and at any adjournment thereof.
If no directions are given, the Chair will vote in favour of all the Resolutions.
If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 3 please place a mark in this box.
By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 3 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 3 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 3 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 3.
OR
Voting on Business of the General Meeting
FOR AGAINST ABSTAIN %
Resolution 1 – Ratification of Prior Issue of Shares Resolution 2 – Share Placement Resolution 3 – Participation by Directors in Share Placement Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.
If two proxies are being appointed, the proportion of voting rights this proxy represents is
Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary
Contact Name: _____ Contact Ph (daytime): _________
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SEGUE RESOURCES LIMITED ACN 112 609 846
Instructions for Completing ‘Appointment of Proxy’ Form
1.
( Appointing a Proxy ): A member entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.
( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.
3.
( Signing Instructions ):
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( Individual ): Where the holding is in one name, the member must sign.
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( Joint Holding ): Where the holding is in more than one name, all of the members should sign.
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( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
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( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.
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( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.
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( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
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(a) post to Segue Resources Limited, Ground Floor, 1306 Hay Street, West Perth, WA 6005; or
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(b) facsimile to the Company on facsimile number +61 8 9486 4799; or
-
(c) email to the Company at [email protected],
so that it is received not later than 10:00am (WST) on 29 September 2010.
Proxy forms received later than this time will be invalid.
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