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ADVANCED BRAKING TECHNOLOGY LTD — Proxy Solicitation & Information Statement 2009
May 20, 2009
64282_rns_2009-05-20_49167dae-3d25-41a8-9a49-70699bf619c6.pdf
Proxy Solicitation & Information Statement
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21[st] May 2009
AUSTRALIAN STOCK EXCHANGE LIMITED
Electronic Lodgement
Dear Sir or Madam,
NOTICE OF GENERAL MEETING OF SHAREHOLDERS
The Directors of Advanced Braking Technology Ltd announce that a General meeting of Shareholders will be held at the Company’s premises on the 23[rd] June 2009, commencing at 10.00am (WST).
Further to the announcement made on the 11[th] May 2009, the Company is seeking shareholder ratification of a placement of 82,400,000 shares, raising $659,200 and shareholder approval of the issue of a further 125,725,000 shares to raise an additional $1,005,800.
Further details are included in the appended Notice of Meeting.
Yours faithfully,
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Ken McKinnon Company Secretary
Background Information – Advanced Braking Technology Ltd (ASX: ABV)
Perth-based Advanced Braking Technology Ltd (ASX: ABV) is dedicated to innovative braking systems. The Company’s key asset is the Sealed Integrated Braking System (SIBS™), a comprehensively patented Australian invention. SIBS™ is a fully enclosed, single rotor, high speed wet brake. The brake rotor runs in a bath of oil that serves to cool the brake and minimize wear at the braking interface. An innovative fail safe feature is incorporated into the rear axle brake. As a result, the brakes are virtually wear and maintenance-free and may outlast the vehicles they are fitted to, unlike conventional drum and disc brakes. SIBS™ brakes deliver unparalleled safety, improved productivity and lower operating costs, and are engineered to survive the world’s harshest conditions. The proven technology is also environmentally friendly, eliminating brake dust emissions and noise and squealing, and provides a wide-range of benefits for on-road, off-road and industrial applications in terms of safety, reliability, performance and adaptability.
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Dear Shareholder
I am pleased to enclose a Notice of Meeting and Explanatory Statement in which we invite you to attend a General Meeting at 10.00 am on the 23[rd] June 2009 at Unit 1, 3 McDonald Street Osborne Park, WA to consider the matter of the issue of shares to raise $1,665,000 of capital.
As detailed in the Share Purchase Plan booklet dated 23[rd] February 2009 and subsequent Shareholder Briefing Presentations shareholders will be aware of the latest developments of the Company. Despite the downturn in the mining sector the Company has maintained its revenue levels and has recently achieved a major milestone with the successful demonstration and initial testing of the Garbage Truck brake.
Your Board considers the prospects of the Company are strong as the mining sector recovers and as the Garbage Truck completes its transition from the development phase into a commercial reality.
We seek your approval and endorsement of the Company’s requirement for additional capital in order for the Company to remain strong and achieve it growth plans.
Yours sincerely
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David Humann Chairman
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This document is important and requires your immediate attention.
Advanced Braking Technology Limited ACN 099 107 623
Notice of General Meeting and Explanatory Statement
For the purpose of providing information to Shareholders regarding the General Meeting of Advanced Braking Technology Limited to be held on Tuesday 23 June 2009 at 10.00 am (WST).
Contents
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A. Notice of General Meeting B. Explanatory Statement
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C. Proxy form
Important note
This booklet sets out information to assist Shareholders to assess the resolution to be considered at the General Meeting.
You should read this information carefully and in its entirety before making a decision as to how to vote at the Meeting. No responsibility is taken for the contents of this booklet by ASIC, ASX or any of their officers.
If you do not fully understand the contents of this information you should consult your financial or legal adviser for assistance.
A notice of general meeting and proxy form are included in this booklet. Shareholders are urged to complete and return the enclosed proxy form as soon as possible, irrespective of whether or not they intend to attend the Meeting.
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Questions
If you have any queries regarding the contents of this booklet or in relation to the General Meeting, please contact the Company Secretary, Mr Ken McKinnon, on (08) 9273 4804.
Important note
This booklet sets out information to assist Shareholders to consider the resolution before the Meeting.
Time and Place of Meeting and How to Vote
Venue
The General Meeting of the Shareholders of Advanced Braking Technology Limited ( Company ) will be held at the Company’s Western Australian premises at:
Unit 1, 3 McDonald Street Osborne Park Perth WA 6017
Commencing at:
10.00am (WST) on 23 June 2009
How to Vote
You may vote by attending the Meeting in person, by proxy or authorised representative.
Voting in Person
To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10.00am (WST).
Voting by Proxy
To vote by proxy, please complete and sign the proxy form enclosed with this Notice of the General Meeting as soon as possible and either:
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send the proxy by facsimile to the Company Secretary, Mr Ken McKinnon on facsimile number (08) 9201 9986 (International: + 618 9201 9986); or
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deliver to the Company Secretary, at Unit 1, 3 McDonald Street Osborne Park WA 6017; or
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post to PO Box 1177, Osborne Park, WA 6916;
so that it is received not later than 10.00am (WST) on 21 June 2009.
Your proxy form is enclosed.
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Advanced Braking Technology Limited ACN 099 107 623
Notice of General Meeting
Notice is given that a General Meeting of Shareholders of Advanced Braking Technology Limited (Company) will be held at 10.00am (WST) on 23 June 2009.
Agenda
The Explanatory Statement that accompanies and forms part of this Notice of General Meeting describes the matters to be considered.
Business
Resolution 1 – Ratification of Prior Issue of Ordinary Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 82,400,000 fully paid ordinary shares in the capital of the Company at an issue price of 0.8 of a cent per ordinary share and otherwise 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 an associate of that person. 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 direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
Resolution 2 – Approval of the Issue of Ordinary Fully Paid Shares
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Company approves the allotment and issue of up to 125,725,000 fully paid ordinary shares in the capital of the Company at an issue price of 0.8 of a cent per ordinary share and otherwise 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 or a person who might obtain a benefit if the Resolution is passed (except a benefit solely in the capacity of a holder of ordinary securities) and an associate of that person. 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 direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
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Dated this 12 May 2009 By Order of the Board Kenneth McKinnon Company Secretary
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Explanatory Statement
1. General Information
This Explanatory Statement and all attachments are important documents. They should be read carefully.
This Explanatory Statement has been prepared for the Shareholders of Advanced Braking Technology Limited (Company) in connection with a General Meeting of the Company.
There are 2 resolutions to be put to the Meeting and both Resolutions are ordinary resolutions. A short explanation of the resolutions is set out below.
2. Resolution 1 – Ratification of Share Issue
Resolution 1 seeks shareholder ratification of the allotment and issue of 82,400,000 ordinary fully paid shares in the capital of the Company, at an issue price of 0.8 cents per ordinary share. The shares will issued on or before the 25[th] May 2009, to assist in the financing of the Company’s day to day operations in maintaining and growing its presence in the mining sector and provide sufficient cash reserves to ensure successful completion of the next phase of the Garbage Truck brake development program.
ASX Listing Rule 7.1 limits the number of equity securities which a listed company may issue in any 12 month period without shareholder approval (subject to certain exceptions, for example, a pro rata issue to all shareholders). The limit is, generally speaking, no more than 15% of the total number of equity securities on issue at the beginning of the 12 month period, plus the number of equity securities issued with the approval of shareholders or under one of the exceptions during the previous 12 months.
Under ASX Listing Rule 7.1, the prior approval of Shareholders was not required to issue the Shares detailed in Resolution 1 because those securities, when aggregated with securities issued by the Company during the previous 12 months (other than securities issued with Shareholder approval or falling within one of the other exception criteria), did not exceed 15% of the number of 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 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.
Ratification is now sought for the issue of Shares as set out in Resolution 1, pursuant to ASX Listing Rule 7.4 in order to reinstate the Company's capacity to issue up to 15% of its issued capital to enable the Directors to consider additional funding initiatives over the next 12 months consistent with the provisions of ASX Listing Rule 7.1 and the Corporations Act.
ASX Listing Rule 7.5 requires that the following information be provided to shareholders in relation to the Shares the subject of Resolution 1:
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(a) The total number of securities issued by the Company was 82,400,000 fully paid ordinary shares;
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(b) The shares were issued at a price of 0.8 cents per share to raise a total of $659,200;
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(c) The shares that were issued ranked equally in all respects with the Company’s existing shares on issue;
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(d) The shares were issued to various clients of Claymore Capital Pty Ltd, under the exemption provisions for professional and sophisticated investors detailed in section 708(8) of the Corporations Act 2001;
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(e) No shares were issued to any related party of the Company; and
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(f) Funds raised by the issue of the shares will be used to fund the day to day operations of the Company.
The Directors recommend that Shareholders vote in favour of Resolution 1.
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3. Resolution 2 – Proposed Issue of 125,725,000 Ordinary Shares
The Company has entered into an arrangement with Claymore Capital Pty Ltd to raise up to $1,005,800 through the issue of up to 125,725,000 ordinary fully paid shares. Under the terms of this arrangement Claymore Capital Pty Ltd is entitled to a fee within normal commercial terms. Claymore Capital Pty Ltd has elected to receive 5,000,000 ordinary fully paid shares at an issue price of 0.8 cents per share as part payment of fees relating to the proposed issue of shares. Funds received from the issue of the shares will be used to finance the Company’s day to day operations in maintaining and growing its presence in the mining sector and provide sufficient cash reserves to ensure successful completion of the next phase of the Garbage Truck brake development program.
ASX Listing Rule 7.1 limits the number of equity securities which a listed company may issue in any 12 month period without shareholder approval (subject to certain exceptions, for example, a pro rata issue to all shareholders). The limit is, generally speaking, no more than 15% of the total number of equity securities on issue at the beginning of the 12 month period, plus the number of equity securities issued with the approval of shareholders or under one of the exceptions during the previous 12 months.
The Company therefore seeks to obtain prior approval pursuant to Listing Rule 7.1 for the proposed issue of the ordinary fully paid shares to enable the Company to retain its maximum discretionary power to issue further securities up to 15% of the issued capital of the Company without requiring Shareholder approval at any time in the next 12 months.
The following information in relation to the ordinary fully paid shares to be issued is provided to Shareholders for the purposes of Listing Rule 7.3:
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(a) The maximum number of securities the Company may issue is 125,725,000 ordinary fully paid shares;
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(b) The Company will issue and allot the shares progressively which will be completed by no later than 3 months after the date of the Meeting, unless otherwise extended by way of ASX granting a waiver;
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(c) The shares will be issued at 0. 8 cents per share to raise a maximum of $1,005,800;
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(d) Funds raised from the proposed issue will be used for working capital of the Company;
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(e) The shares will rank equally with existing ordinary shares on issue;
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(e) The shares will be issued to various clients of Claymore Capital Pty Ltd, under the exemption provisions for professional and sophisticated investors detailed in section 708(8) of the Corporations Act 2001;
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(f) No shares will be issued to any related party of the Company; and
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(g) A maximum of $1,005,800 may be raised by the issue of the shares.
The Board recommends that Shareholders vote in favour of Resolution 2.
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Advanced Braking Technology Limited ACN 099 107 623
Proxy Form
The Company Secretary Advanced Braking Technology Limited
I/We, of
(address) being a member/s of Advanced Braking Technology Limited ( Company )
hereby appoint
(name) of
(address) or failing him or her the
Chairman of the Meeting as my/our proxy to vote on my/our behalf at the General Meeting of the Company to be held at Unit 1, 3 McDonald Street Osborne Park, WA 6017 on 23 June 2009 at 10.00am (WST) and at any adjournment of that meeting.
If two proxies are appointed, the proportion of my/our total voting rights that this proxy is authorised to exercise are as follows:
(number of votes or percentage of voting rights proxy is authorised to exercise).
Should you desire to direct your proxy how to vote please place a mark in the appropriate boxes below. If you do not instruct your proxy how to vote on a resolution leave the boxes below blank and your proxy may vote as he or she thinks fit or abstain from voting.
I/We instruct my/our proxy to vote as follows (the resolutions are numbered as in the Notice of the General Meeting):
| ORDINARY BUSINESS | For | Against | Abstain* |
|---|---|---|---|
| 1. Ratification of theprior issue of Ordinary Shares |
|||
| 2. Approval of the Issue of Ordinary Shares |
IMPORTANT: If the Chairman of the 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 a resolution, please place a mark in the box below. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by the Chairman of the meeting for those resolutions 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 Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairman intends to vote undirected proxies IN FAVOUR of each resolution.
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This proxy form must be signed by each appointing member (or member’s attorney). Proxy forms submitted by a company must be executed in accordance with section 127 of the Corporations Act or signed by a duly authorised officer or attorney.
Authorised signature/s
Signed by Individual Member or Attorney:
Signed by Sole Director Company:
Individual Member/Attorney Sole Director and Secretary (delete as appropriate) Signed by Company: ____ ________ Director Director/Company Secretary (delete as appropriate)
Proxies must be:
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(a) lodged at the registered office of the Company; or
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(b) received at the fax number specified below,
not later than 48 hours before the meeting. That is by no later than 10.00am (WST) on 21 June 2009.
The Company’s registered office: Unit 1, 3 McDonald Street Osborne Park WA 6017. Postal address: PO Box 1177, Osborne Park, WA 6916 Fax number: (08) 9201 9986
Notes:
A proxy has the authority to vote on the member's behalf, as he or she thinks fit, on any motion to adjourn the meeting, or any other procedural motion, unless the member gives a direction to the contrary.
A proxy need not be a member of the Company.
A member which is itself a company may either fill out this proxy form, in which case it must be submitted within the time limit described above, or it may appoint a representative pursuant to section 250D of the Corporations Act in which case the appointment may be presented at the door for admission to the meeting.
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A Shareholder of the Company who is entitled to attend and vote at a general meeting of Shareholders is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.
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Where a voting exclusion applies, 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 to vote as the proxy decides 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.
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In accordance with Regulation 7.11.37 of the Corporations Regulations 2001, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 10.00am (WST) on 21 June 2009.
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