AI assistant
4DS MEMORY LIMITED — AGM Information 2018
Oct 17, 2018
64258_rns_2018-10-17_2bdbcdb1-6b4e-45a6-b502-1ffd614b39b8.pdf
AGM Information
Open in viewerOpens in your device viewer
ACN 145 590 110
4DS MEMORY LIMITED
Notice of Annual General Meeting
The Annual General Meeting of the Company will be held at Quest West Perth, Kings Park Room, Level 1, 54 Kings Park Road, West Perth WA 6005 on Thursday, 29 November 2018 at 10.00 am (AWST).
This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.
Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 6377 8043.
==> picture [76 x 55] intentionally omitted <==
1
4DS MEMORY LIMITED ACN 145 590 110
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of Shareholders of 4DS Memory Limited ( Company ) will be held at, Quest West Perth, Kings Park Room, Level 1, 54 Kings Park Road, West Perth WA 6005 on Thursday, 29 November 2018 at 10.00 am (AWST) ( Meeting ).
The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 27 November 2018 at 4.00 pm (AWST).
Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 11.
AGENDA
Annual Report
To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2018, which includes the Financial Report, the Directors' Report and the Auditor's Report.
1. Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of section 250R of the Corporations Act and for all other purposes, the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of:
-
(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
-
(b) a Closely Related Party of such member.
However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:
-
(a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; or
-
(b) the person is the Chairman voting an undirected proxy which expressly authorises the Chairman to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
2
2. Resolution 2 – Re-election of Mr David McAuliffe as a Director
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That Mr David McAuliffe, who retires in accordance with Clause 6.3 of the Constitution, being eligible and offering himself for re-election, is re-elected as a Director."
3. Resolution 3 – Approval of issue of Shares to Mr James Dorrian in lieu of Director’s fees
To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Directors to issue 930,232 Shares to Mr James Dorrian (and/or his nominees), in lieu of outstanding Director's fees payable to Mr Dorrian, on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr James Dorrian and his nominees and any associates of those persons.
However, the Company will not disregard a vote if:
-
(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
-
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
4. Resolution 4 – Approval of issue of Shares to Mr David McAuliffe in lieu of salary
To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Directors to issue 495,365 Shares to Mr David McAuliffe (and/or his nominees), in lieu of salary payable to Mr McAuliffe, on the terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr David McAuliffe and his nominees and any associates of those persons.
However, the Company will not disregard a vote if:
-
(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
-
(b) it is cast by the Chairman 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
5. Resolution 5 – Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution:
"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the issue of Equity Securities under this Resolution (except a benefit solely by reason of being a holder of ordinary securities) and any associates of those persons.
However, the Company will not disregard a vote if:
-
(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
-
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
6. Resolution 6 – Approval of variation of terms and conditions of Employee Options
To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 6.23.4 and for all other purposes, Shareholders approve a variation to the terms and conditions of the Employee Options in the manner and on the terms and conditions in the Explanatory Memorandum to permit the Employee Options to be transferrable.”
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who holds Employee Options and any associates of those persons.
However, the Company will not disregard a vote if:
-
(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
-
(b) it is cast by the Chairman 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 15 October 2018
BY ORDER OF THE BOARD
==> picture [68 x 48] intentionally omitted <==
Mr Peter Webse Company Secretary
4
4DS MEMORY LIMITED
ACN 145 590 110
EXPLANATORY MEMORANDUM
1. Introduction
This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Quest West Perth, Kings Park Room, 54 Kings Park Road, West Perth WA 6005 on Thursday, 29 November 2018 at 10.00 am (AWST).
This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.
A proxy form is enclosed with the Notice of Meeting and this Explanatory Memorandum.
2. Action to be taken by Shareholders
Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.
2.1 Proxies
A Proxy Form is enclosed with this Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
Please note that:
-
(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
-
(b) a proxy need not be a member of the Company; and
-
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
2.2 Voting Prohibition by Proxy Holders
In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:
-
(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
-
(b) a Closely Related Party of such member.
5
However, a person described above may cast a vote on Resolution 1 if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:
-
(a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; or
-
(b) the person is the Chairman voting an undirected proxy which expressly authorises the Chairman to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolutions 1, 3 and 4 if:
-
(a) the person is either:
-
(i) a member of the Key Management Personnel of the Company; or
-
(ii) a Closely Related Party of such a member, and
-
(b) the appointment does not specify the way the proxy is to vote on Resolutions 1, 3 and 4.
However, the prohibition does not apply if:
-
(a) the proxy is the Chairman; and
-
(b) the appointment expressly authorises the Chairman to exercise the proxy even if Resolutions 1, 3 and 4 are connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.
3. Annual Report
Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. Copies of the report can be found on the Company’s website www.4dsmemory.com or by contacting the Company on (08) 6377 8043.
There is no requirement for Shareholders to approve the Annual Report.
Shareholders will be offered the following opportunities:
-
(a) discuss the Annual Report;
-
(b) ask questions about, or make comment on, the management of the Company;
-
(c) ask questions about, or make comment on, the Remuneration Report;
-
(d) ask the auditor questions about:
-
(i) the conduct of the audit;
-
(ii) the preparation and content of the Auditor's Report;
-
(iii) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
-
(iv) the independence of the auditor in relation to the conduct of the audit.
In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:
-
(a) the content of the Auditor's Report; and
-
(b) the conduct of the audit of the Financial Report,
6
may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.
4. Resolution 1 - Adoption of Remuneration Report
Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive and non-executive directors.
Section 250R(3) of the Corporations Act provides that this Resolution is advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass this Resolution will not require the Directors to alter any of the arrangements in the Remuneration Report.
However, under sections 250U and 250Y of the Corporations Act, Shareholders have the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).
Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.
At the Company’s 2017 Annual General Meeting, the Remuneration Report was approved by over 75% of Shareholders present and voting.
In summary, if the Remuneration Report receives a 'no' vote of 25% or more at this Meeting Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that all Directors (other than the Managing Director) may be up for re-election.
The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.
The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.
5. Resolution 2 – Re-election of Mr David McAuliffe as a Director
Clause 6.3 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors (rounded down to the nearest whole number), must retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.
The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who have been Directors for the same period of time, those to retire shall be determined by lot (unless they agree otherwise).
A Director who retires by rotation under clause 6.3(b) of the Constitution is eligible for re-election.
Mr McAuliffe, being the Director longest in office since his last election, retires by rotation at this Meeting and, being eligible, seeks re-election.
7
Mr David McAuliffe, LLB (Hons), BPharm, is an experienced company Director and entrepreneur who has had over 20 years’ experience, mostly in the international biotechnology field. During that time, he was involved in numerous capital raisings and in licensing of technologies. He is a founder of several companies in Australia, France and the United Kingdom, many of which have become public companies. He is President of the Dyslexia-Speld Foundation WA (Inc).
The Board unanimously supports the re-election of Mr McAuliffe.
Resolution 2 is an ordinary resolution.
6. Resolution 3 – Approval of issue of Shares to Mr James Dorrian in lieu of Director’s fees
6.1 General
Resolution 3 seeks Shareholder approval in accordance with Listing Rule 10.11 for the issue of 930,232 Shares to Mr James Dorrian (and/or his nominees).
The Company and Mr Dorrian have agreed that, subject to Shareholder approval, Mr Dorrian would take 100% of the Director’s fees owing to him for the period 1 July 2018 to 30 June 2018 (being a total of $40,000) in Shares rather than in cash, at the last sale price of Shares on the ASX as at 30 June 2018 (being a deemed issued price of $0.043 per Share). The Board, in November 2016, approved the use of 30 June each year as the date to be used to determine the share price at which Director’s fees owing would be converted into shares.
The deemed issue price of $0.043 per Share represents a 18.87% discount to the last sale price of Shares on the ASX as at 12 October 2018 (being $0.053 per Share).
6.2
Listing Rule 10.11
Listing Rule 10.11 provides that a company must not (subject to specified exceptions) issue or agree to issue equity securities to a related party without the approval of shareholders. Mr Dorrian is a related party of the Company by virtue of being a Director. Therefore, approval is required under Listing Rule 10.11 for the issue of the Shares to him.
Resolution 3 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of the 930,232 Shares. If approval is given under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1). Accordingly, the issue of these Shares will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.
Resolution 3 is an ordinary resolution.
6.3
Specific information required by Listing Rule 10.13
For the purposes of Listing Rule 10.13, the following information is provided in relation to Resolution 3:
-
(a) The maximum number of Shares to be issued to Mr Dorrian (and/or his nominees) is 930,232 Shares.
-
(b) The Company will issue the Shares to Mr Dorrian (and/or his nominees) no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules), and it is intended that all of the Shares will be issued on the same date.
-
(c) Mr Dorrian is a related party of the Company by virtue of being a Director.
8
-
(d) The Shares will comprise fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.
-
(e) The Shares will be issued for nil cash consideration in lieu of Director's fees as set out in Section 6.1, and accordingly no funds will be raised from the issue of the Shares. The Shares will be issued for a deemed issue price of $0.043 per Share (being the last sale price of Shares on the ASX as at 29 June 2018).
-
(f) As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required.
-
(g) A voting exclusion statement is included in the Notice.
7. Resolution 4 – Approval of issue of Shares to Mr David McAuliffe in lieu of salary
7.1 General
Resolution 4 seeks Shareholder approval in accordance with Listing Rule 10.11 for the issue of 495,365 Shares to Mr David McAuliffe (and/or his nominees).
The Company and Mr McAuliffe have agreed that, subject to Shareholder approval, Mr McAuliffe would take $21,300.72 of his after tax salary for the period from 1 July 2017 to 30 June 2018 in Shares rather than in cash, at the last sale price of Shares on the ASX as at 30 June 2018 (being a deemed issued price of $0.043 per Share). The Board, in November 2016, approved the use of 30 June each year as the date to be used to determine the share price at which Director’s salary owing would be converted into shares.
The deemed issue price of $0.043 per Share represents a 18.87% discount to the last sale price of Shares on the ASX as at 12 October 2018 (being $0.053 per Share).
7.2 Listing Rule 10.11
A summary of Listing Rule 10.11 is provided in Section 6.1.
Resolution 4 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of the 495,365 Shares. If approval is given under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1. Accordingly, the issue of these Shares will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.
Resolution 4 is an ordinary resolution.
7.3 Specific information required by Listing Rule 10.13
For the purposes of Listing Rule 10.13, the following information is provided in relation to Resolution 4:
-
(a) The maximum number of Shares to be issued to Mr McAuliffe (and/or his nominees) is 495,365 Shares.
-
(b) The Company will issue the Shares to Mr McAuliffe (and/or his nominees) no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules), and it is intended that all of the Shares will be issued on the same date.
-
(c) Mr McAuliffe is a related party of the Company by virtue of being a Director.
9
-
(d) The Shares will comprise fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.
-
(e) The Shares will be issued for nil cash consideration in lieu of salary as set out in Section 7.1, and accordingly no funds will be raised from the issue of the Shares. The Shares will be issued for a deemed issue price of $0.043 per Share (being the last sale price of Shares on the ASX as at 30 June 2018).
-
(f) As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required.
-
(g) A voting exclusion statement is included in the Notice.
8. Resolution 5 – Approval of 10% Placement Facility
8.1 General
Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.
While the Company has no current intention to use the 10% Placement Facility, the Company is now seeking shareholder approval by way of a special resolution to have the ability, if required, to issue Equity Securities under the 10% Placement Facility.
The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 8.2(c) below).
The Company intends to continue the development activities relating to its Interface Switching ReRAM, to achieve its corporate and technical milestones and where it is appropriate to expand marketing efforts, accelerate specific technology development or capitalise on further opportunities. The Company may use the 10% Placement Facility for these purposes and for general working capital.
The Directors of the Company believe that Resolution 5 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.
8.2 Description of Listing Rule 7.1A
- (a) Shareholder approval
The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.
- (b) Equity Securities
Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.
The Company, as at the date of the Notice, has one class of quoted Equity Securities, being the Shares (ASX Code: 4DS).
10
- (c) Formula for calculating 10% Placement Facility
Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12-month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:
(A x D) – E
Where:
A is the number of shares on issue 12 months before the date of issue or agreement:
-
(A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
-
(B) plus the number of partly paid shares that became fully paid in the 12 months;
-
(C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;
-
(D) less the number of fully paid shares cancelled in the 12 months.
Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.
-
D is 10%
-
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.
(d)
- Listing Rule 7.1 and Listing Rule 7.1A
The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.
The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 8.2(c) above).
- (e) Minimum Issue Price
The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:
-
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
-
(ii) if the Equity Securities are not issued within five Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
11
- (f) 10% Placement Period
Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:
-
(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
-
(ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),
( 10% Placement Period ).
8.3 Listing Rule 7.1A
The effect of Resolution 5 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.
Resolution 5 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).
8.4
Specific information required by Listing Rule 7.3A
Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:
-
(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities calculated over the 15 Trading Days immediately before:
-
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
-
(ii) if the Equity Securities are not issued within five Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
-
(b) If Resolution 5 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:
-
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
-
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,
which may have an effect on the amount of funds raised by the issue of the Equity Securities.
The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.
12
The table also shows:
- (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.
| Variable ‘A’ in Listing Rule 7.1A2 |
Dilution | |||
|---|---|---|---|---|
| $0.0265 50% decrease in Issue Price |
$0.053 Issue Price |
$0.106 100% increase in Issue Price |
||
| Current Variable A 975,814,544 Shares |
10% voting dilution |
97,581,454 | 97,581,454 | 97,581,454 |
| Funds raised |
$2,585,908 | $5,171,817 | $10,343,634 | |
| 50% increase in current Variable A 1,463,721,816 Shares |
10% voting dilution |
146,372,181 | 146,372,181 | 146,372,181 |
| Funds raised |
$3,878,862 | $7,757,725 | $15,515,451 | |
| 100% increase in current Variable A 1,951,629,088 Shares |
10% voting dilution |
195,162,908 | 195,162,908 | 195,162,908 |
| Funds raised |
$5,171,817 | $10,343,634 | $20,687,268 |
The table has been prepared on the following assumptions:
(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
-
(ii) No Options are exercised into Shares before the date of the issue of the Equity Securities.
-
(iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
(iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.
13
-
(v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
-
(vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes listed Options, it is assumed that those listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
-
(vii) At the date of this Notice, there are currently 975,814,544 Shares on issue.
-
(viii) The issue price is $0.053, being the closing price of the Shares on ASX on 12 October 2018.
-
(c) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 5 for the issue of Equity Securities pursuant to the 10% Placement Facility will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).
-
(d) The Company may seek to issue the Equity Securities for the following purposes:
-
(i) as non-cash consideration in relation to the acquisition of new assets or technology. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or
-
(ii) cash consideration, in which case the Company intends to use the funds raised towards expanding or accelerating the Company’s existing business activities (including expenses associated with development activities relating to its Interface Switching ReRAM and where it is appropriate to expand marketing efforts, accelerate specific technology development or capitalise on further opportunities) and for general working capital.
The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.
-
(e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the recipients of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
-
(i) the purpose of the issue;
-
(ii) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;
-
(iii) the effect of the issue of the Equity Securities on the control of the Company;
-
(iv) the financial situation and solvency of the Company; and
-
(v) advice from corporate, financial and broking advisers (if applicable).
The recipients under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.
Further, if the Company is successful in acquiring new assets, technology or investments, it is likely that the recipients under the 10% Placement Facility will be the vendors of the new assets, technology or investments.
14
(f) In the 12 months preceding the date of the Meeting the Company issued a total of 48,123,334 Equity Securities which represents 4.52% of the total number of Equity Securities on issue at 21 November 2017 (being 1,065,547,877). The Equity Securities issued in the preceding 12 months were as follows:
| Date of Appendix 3B |
Number of Equity Securities |
Class of Equity Securities and summary of terms |
Names of recipients or basis on which recipients determined |
Issue price of Equity Securities and discount to Market Price1 on the trading day prior to the issue |
If issued for cash– the total consideration, what it was spent on and the intended use of any remaining funds If issued for non-cash consideration– a description of the consideration and the current value of the consideration |
|---|---|---|---|---|---|
| 18/01/2018 | 3,000,000 Shares |
Note 2 | Exercise of options by Shaw and Partners Limited. |
$0.049 issue price being a 24.62% discount to the Market Price on 17/01/2018 of $0.065. |
$147,000. The funds raised were used for general working capital. |
| 22/01/2018 | 6,250,000 Shares |
Note 2 | Issued to Mr James Dorrian. |
$0.04 issue price being a 36.51% discount to the Market Price on 19/01/2018 of $0.063. |
$250,000. The funds raised were applied to fund the Company’s ongoing development activities relating to its Interface Switching ReRam Storage Call Memory technology and also to achieve key strategic and technical milestones. |
| 22/01/2018 | 14,000,000 Options |
Note 3 | Issued to Dr Guido Arnout |
Nil issue price. $0.042 exercise price being a 33.33% premium to the Market Price on 19/01/2018 of $0.063. |
Issued pursuant to employee share option plan. Valued at $0.0646 each totalling $904,120 using a Black & Scholes option pricing model. |
| 06/02/2018 | 5,416,667 Shares |
Note 2 | Exercise of options by Hoperidge Enterprises Pty Ltd. |
$0.024 issue price being a 66.67% discount to the Market Price on 05/02/2018 of $0.072. |
$130,000. The funds raised were used for general working capital. |
| 09/05/2018 | 5,416,667 Shares |
Note 2 | Exercise of options by Tisia Nominees Pty Ltd. |
$0.024 issue price being a 56.36% discount to the Market Price on 08/05/2018 of $0.055. |
$130,000. The funds raised were used for general working capital. |
15
| 25/06/2018 | 2,000,000 Shares |
Note 2 | Exercise of options by optionholders. |
$0.042 issue price being a 6.67% discount to the Market Price on 22/06/2018 of $0.045. |
$84,000. The funds raised were used for general working capital. |
|---|---|---|---|---|---|
| 23/07/2018 | 880,000 Options |
Note 4 | Issued to Jett Capital Advisers, LLC |
Nil issue price. $0.045 exercise price being the Market Price on 20/07/2018 of $0.045. |
Issued pursuant to an engagement letter with Jett Capital Advisers, LLC. Valued at $0.0239 each totalling $21,032 using a Black & Scholes optionpricingmodel |
| 28/08/2018 | 11,250,000 Shares |
Note 2 | Exercise of options by optionholders. |
$0.05 issue price being a 56.52% discount to the Market Price on 27/08/2018 of $0.115. |
$562,500. The funds raised were applied to fund the Company’s ongoing development activities relating to its Interface Switching ReRam Storage Call Memory technology and also to achieve key strategic and technical milestones. |
-
Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
-
Fully paid ordinary shares in the capital of the Company, ASX Code: 4DS (terms are set out in the Constitution).
-
Unlisted Options exercisable at $0.042 with an expiry date of 27/10/2022 and subject to vesting conditions. Refer to Appendix 3B lodged on 22/01/2018.
-
Unlisted Options exercisable at $0.045 with an expiry date of 23/07/2020 and subject to vesting conditions. Refer to Appendix 3B lodged on 23 July 2018.
-
The value of Options is measured using the Black & Scholes option pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the Option, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the riskfree interest rate for the term of the Option.
-
(g) The Company’s cash balance on 21 November 2017 was approximately $4,652,790. The Company raised a total of $1,303,500 the previous 12 months. The Company’s cash balance at the date of this Notice is approximately $2,336,466. The remaining funds of $2,336,466 are intended to be used to further develop the Company’s Interface Switching ReRam technology and for general working capital purposes.
-
(h) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.
16
9. Resolution 6 – Approval of variation of terms and conditions of Employee Options
9.1 General
On 30 October 2017 the Company:
-
(a) issued 28,275,000 Employee Options as incentives to its US based employees and consultants; and
-
(b) agreed, subject to Shareholder approval, to issue a further 14,000,000 Employee Options to Managing Director, Dr Guido Arnout (or his nominees).
Shareholder approval for the issue of Employee Options to Dr Arnout (or his nominees) was obtained on 8 January 2018 and they were subsequently granted by the Company on 22 January 2018. Accordingly, there is a total of 42,275,000 Employee Options on issue as at the date of this Notice.
The Employee Options are exercisable at $0.042 each and expire on 27 October 2022. 30% of the Employee Options vested upon grant and the remainder of the Employee Options vest at a rate of 10% per quarter. As at the date of this Notice, 60% of the Employee Options have vested.
All unvested Employee Options will expire on termination of employment for any reason whatsoever, unless the Board determines otherwise (in its absolute discretion) based on the relevant employee's performance during the term and the circumstances of the termination, in which case the Employee Options will continue to vest with the besting schedule and expire on the expiry date referred to above. As at the date of this Notice, none of the 42,275,000 Employee Options have expired .
The Employee Options may become vested on the occurrence of certain change of control events. The Employee Options are also unquoted and non-transferrable.
The full terms and conditions of the Employee Options are set out in Schedule 1 to the Company's Notice of General Meeting dated 15 November 2017.
The existing terms and conditions of the Employee Options provide that the Employee Options are currently non-transferable. The Company wishes to seek Shareholder approval to vary the terms and conditions of the Employee Options to provide that they are transferrable by the holders ( Proposed Amendment ). The terms and conditions of the Employee Options incorporating the Proposed Amendment are set out in Schedule 1 (with the amendments shown in mark-up).
Resolution 6 seeks Shareholder approval pursuant to Listing Rule 6.23.4 to amend the terms of the Employee Options to incorporate the Proposed Amendment. If Shareholders approve Resolution 6, the holders of Employee Options will be able to transfer their Employee Options.
9.2 Listing Rule 6.23.4
Listing Rule 6.23.4 provides that a company must obtain shareholder approval to make a change to the terms of options which is not prohibited under Listing Rule 6.23.3.
The Proposed Amendment is not prohibited under Listing Rule 6.23.3, which prohibits a change to the terms of options which has the effect of reducing the exercise price, increasing the period of exercise or increasing the number of securities received on exercise.
A voting exclusion statement is included in the Notice .
17
10. Definitions
In this Notice, Explanatory Memorandum and Proxy Form:
- $ means Australian Dollars.
10% Placement Facility has the meaning in Section 8.1.
10% Placement Period has the meaning in Section 8.2(f).
Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2018.
ASIC means Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.
Auditor's Report means the auditor's report on the Financial Report.
AWST means Australian Western Standard Time, being the time in Perth, Western Australia.
Board means the board of Directors.
Chairman means the chairman of this Meeting.
Closely Related Party has the meaning in section 9 of the Corporations Act.
Company or 4DS Memory means 4DS Memory Limited ACN 145 590 110.
Constitution means the current constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Directors' Report means the annual directors report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.
Eligible Entity means an entity that, at the date of the relevant general meeting:
-
(a) is not included in the A&P/ASX 300 Index; and
-
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.
Employee Options means an Option exercisable at $0.042, expiring on 27 October 2022 and granted on the terms and conditions set out in Schedule 2 to the Company's Notice of General Meeting dated 15 November 2017.
Equity Securities has the same meaning as in the Listing Rules.
Explanatory Memorandum means the explanatory memorandum attached to the Notice.
Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.
Key Management Personnel means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.
Listing Rules means the listing rules of ASX.
18
Meeting has the meaning given in the introductory paragraph of the Notice.
Notice means this notice of meeting.
Option means an option to acquire a Share.
Proxy Form means the proxy form enclosed with this Notice.
Remuneration Report means the remuneration report of the Company contained in the Directors' Report.
Resolution means a resolution contained in this Notice.
Schedule means a schedule to this Notice.
Section means a section contained in this Explanatory Memorandum.
Securities means Shares, Performance Shares and/or Options.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.
Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.
VWAP means volume weighted average price.
In this Notice, words importing the singular include the plural and vice versa.
19
Schedule 1 – Proposed Terms and Conditions of Employee Options
Entitlement
Each Employee Option ( Option ) entitles the holder to subscribe for one Share upon exercise of the Option.
2. Exercise Price and Expiry Date
The Options have an exercise of $0.042 ( Exercise Price ) and an expiry date of 27 October 2022 ( Expiry Date
3. Vesting Dates
The Options will vest on the following dates (each a Vesting Date ):
-
(i) 30% of the Options: the date the Options are granted;
-
(ii) 10% of the Options: 27 January 2018;
-
(iii) 10% of the Options: 27 April 2018;
-
(iv) 10% of the Options: 27 July 2018;
-
(v) 10% of the Options: 27 October 2018;
-
(vi) 10% of the Options: 27 January 2019;
-
(vii) 10% of the Options: 27 April 2019; and
-
(viii) 10% of the Options: 27 July 2019.
4. Acceleration
-
(a) If, in the opinion of the Board:
-
(i) the Company enters into a scheme of arrangement with its members or any class thereof pursuant to section 411 of the Corporations Act;
-
(ii) a Takeover Period commences; or
-
(iii) a person or a group of associated persons having a relevant interest in, subsequent to the grant of the Options, sufficient Shares to give it or them the ability in general meeting to replace all or a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons,
-
(or the Board forms the view that one of those events is likely to occur) then the Board may declare an Option to be free of any conditions of exercise and/or vesting. Options which are so declared may be exercised at any time before they expire.
-
(b) An Optionholder may not assign or transfer Options except during a Takeover Period, in which case the Options may only be transferred by the Optionholder to the bidder or its nominees in accordance with the Corporations Act.
-
(c) For the purposes of this item 4, a Takeover Period means in relation to a takeover bid in respect of Shares, the period referred to in section 624 of the Corporations Act, provided that where a takeover bid is publicly announced prior to the service of a bidder's statement on the Company in relation to that takeover bid, the takeover period shall be deemed to have commenced at the time of that announcement.
-
(d) If any person or corporation having a relevant interest in not less than 90% of the Shares of the Company issues a notice of meeting convening a meeting of shareholders in order to enter into a scheme of arrangement (pursuant to the provisions of the Corporations Act) which, if implemented would result in a person or corporation having a relevant interest in not less than 90% of the Shares, the Options will be free of any conditions of exercise and/or vesting and may be exercised at any time before they expire.
20
5. Exercise Period
-
(a) The Options will expire on the date which is the first to occur of:
-
(i) the Expiry Date; or
-
(ii) if paragraph (b) applies, the date of termination of the employment.
-
(b) All unvested Options will expire on termination of the employment for any reason whatsoever, unless the Board makes a determination (in its absolute discretion) that:
-
(i) the employee's performance during the term; and
-
(ii) the circumstances of the termination of the employment,
are such that this paragraph (b) should not apply and the unvested Options should expire on the Expiry Date.
- (c) An Option may only be exercised at any time after the applicable Vesting Date and prior to the date that the Option expires under paragraph (a) above.
6. Notice of Exercise
- (a) The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise together with the full amount of the Exercise Price in cleared funds.
(b) The Options may only be exercised in multiples of 1,000 on each occasion.
7. Shares issued on exercise
Shares issued on exercise of the Options will rank equally with the then shares of the Company.
8.
Quotation of Shares on exercise
Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.
9. Timing of issue of Shares
After an Option is validly exercised, the Company must, within, 15 Business Days of the notice of exercise and receipt of cleared funds equal to the sum payable on the exercise of the Option:
-
(a) issue the Share; and
-
(b) do all such acts, matters and things to obtain the grant of official quotation of the Share on ASX no later than 5 Business Days after issuing the Shares.
10. Participation in new issues
There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will give holders of the Options notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.
11. Adjustment for bonus issues of Shares
If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
-
(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
-
(b) no change will be made to the Exercise Price.
21
12. Adjustment for entitlement issue
If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:
- New exercise price = O – E[P (S+D)]
N+1
Where:
O = the old Exercise Price of the Option.
-
E = the number of underlying Shares into which one Option is exercisable.
-
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one Share.
13. Adjustments for reorganisation
If there is any reorganisation of the issued share capital of the Company, the rights of the Optionholder may be varied to comply with the Listing Rules which apply to the reorganisation at the time of the reorganisation.
14. Options not quoted
The Company will not apply to ASX for quotation of the Options.
15. Options transferable
The Options are transferable by the holder provided that the transferee agrees with the holder and the Company to be bound by these terms and conditions prior to the transfer.
16. Lodgement Instructions
Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company's share registry.
22
==> picture [511 x 203] intentionally omitted <==
==> picture [13 x 9] intentionally omitted <==
==> picture [138 x 25] intentionally omitted <==
4DS
==> picture [206 x 11] intentionally omitted <==
==> picture [53 x 11] intentionally omitted <==
==> picture [125 x 11] intentionally omitted <==
==> picture [28 x 11] intentionally omitted <==
==> picture [102 x 11] intentionally omitted <==
==> picture [362 x 12] intentionally omitted <==
==> picture [182 x 12] intentionally omitted <==
==> picture [39 x 12] intentionally omitted <==
✓
✓ ✓
==> picture [26 x 58] intentionally omitted <==
==> picture [20 x 35] intentionally omitted <==
==> picture [15 x 15] intentionally omitted <==
==> picture [20 x 35] intentionally omitted <==
==> picture [26 x 68] intentionally omitted <==
==> picture [111 x 13] intentionally omitted <==
==> picture [56 x 13] intentionally omitted <==
==> picture [113 x 13] intentionally omitted <==
==> picture [126 x 56] intentionally omitted <==
==> picture [45 x 11] intentionally omitted <==
==> picture [84 x 11] intentionally omitted <==
==> picture [116 x 58] intentionally omitted <==
==> picture [18 x 18] intentionally omitted <==
==> picture [29 x 11] intentionally omitted <==
==> picture [84 x 11] intentionally omitted <==
==> picture [15 x 15] intentionally omitted <==
==> picture [34 x 11] intentionally omitted <==
==> picture [113 x 11] intentionally omitted <==
==> picture [101 x 10] intentionally omitted <==
==> picture [402 x 16] intentionally omitted <==
==> picture [215 x 11] intentionally omitted <==
==> picture [123 x 11] intentionally omitted <==
==> picture [82 x 11] intentionally omitted <==
==> picture [60 x 11] intentionally omitted <==
==> picture [24 x 11] intentionally omitted <==
==> picture [28 x 11] intentionally omitted <==
==> picture [30 x 11] intentionally omitted <==
==> picture [120 x 11] intentionally omitted <==
==> picture [303 x 11] intentionally omitted <==
==> picture [44 x 12] intentionally omitted <==
==> picture [182 x 12] intentionally omitted <==
==> picture [310 x 12] intentionally omitted <==
==> picture [22 x 11] intentionally omitted <==
==> picture [102 x 11] intentionally omitted <==
==> picture [259 x 11] intentionally omitted <==
==> picture [80 x 11] intentionally omitted <==
==> picture [463 x 11] intentionally omitted <==
==> picture [129 x 12] intentionally omitted <==
==> picture [301 x 12] intentionally omitted <==
==> picture [312 x 12] intentionally omitted <==
==> picture [110 x 12] intentionally omitted <==
==> picture [117 x 11] intentionally omitted <==
==> picture [372 x 11] intentionally omitted <==
==> picture [121 x 11] intentionally omitted <==
==> picture [408 x 11] intentionally omitted <==
==> picture [149 x 11] intentionally omitted <==
==> picture [340 x 11] intentionally omitted <==
==> picture [224 x 12] intentionally omitted <==
==> picture [28 x 12] intentionally omitted <==
==> picture [233 x 12] intentionally omitted <==
==> picture [125 x 11] intentionally omitted <==
==> picture [34 x 11] intentionally omitted <==
==> picture [10 x 11] intentionally omitted <==
==> picture [53 x 11] intentionally omitted <==
==> picture [266 x 11] intentionally omitted <==
==> picture [32 x 200] intentionally omitted <==
==> picture [188 x 11] intentionally omitted <==
==> picture [20 x 113] intentionally omitted <==
==> picture [26 x 72] intentionally omitted <==
==> picture [20 x 36] intentionally omitted <==
==> picture [20 x 54] intentionally omitted <==
==> picture [26 x 72] intentionally omitted <==
==> picture [53 x 12] intentionally omitted <==
For
==> picture [128 x 11] intentionally omitted <==
==> picture [9 x 13] intentionally omitted <==
==> picture [14 x 13] intentionally omitted <==
==> picture [98 x 11] intentionally omitted <==
==> picture [72 x 11] intentionally omitted <==
==> picture [13 x 13] intentionally omitted <==
==> picture [272 x 12] intentionally omitted <==
==> picture [246 x 11] intentionally omitted <==
==> picture [13 x 13] intentionally omitted <==
==> picture [14 x 13] intentionally omitted <==
==> picture [134 x 11] intentionally omitted <==
==> picture [14 x 13] intentionally omitted <==
==> picture [54 x 12] intentionally omitted <==
==> picture [201 x 12] intentionally omitted <==
==> picture [48 x 10] intentionally omitted <==
==> picture [399 x 10] intentionally omitted <==
==> picture [152 x 10] intentionally omitted <==
==> picture [153 x 10] intentionally omitted <==
==> picture [103 x 15] intentionally omitted <==
==> picture [65 x 15] intentionally omitted <==
==> picture [160 x 15] intentionally omitted <==
==> picture [38 x 11] intentionally omitted <==
==> picture [106 x 11] intentionally omitted <==
==> picture [69 x 11] intentionally omitted <==
==> picture [65 x 11] intentionally omitted <==
==> picture [93 x 11] intentionally omitted <==
==> picture [62 x 11] intentionally omitted <==
==> picture [153 x 28] intentionally omitted <==
==> picture [154 x 28] intentionally omitted <==
==> picture [153 x 28] intentionally omitted <==
==> picture [157 x 11] intentionally omitted <==
==> picture [71 x 11] intentionally omitted <==
==> picture [32 x 11] intentionally omitted <==
==> picture [98 x 11] intentionally omitted <==
==> picture [109 x 11] intentionally omitted <==
==> picture [55 x 10] intentionally omitted <==
==> picture [55 x 11] intentionally omitted <==
==> picture [105 x 11] intentionally omitted <==
==> picture [47 x 11] intentionally omitted <==
==> picture [64 x 21] intentionally omitted <==
----- Start of picture text -----
/ /
----- End of picture text -----
==> picture [321 x 10] intentionally omitted <==
==> picture [161 x 10] intentionally omitted <==
==> picture [49 x 11] intentionally omitted <==
==> picture [49 x 230] intentionally omitted <==