AI assistant
ASF GROUP LIMITED — Board/Management Information 2013
May 5, 2013
64323_rns_2013-05-05_91a50df3-9dd1-4fbc-a17a-b4238116e346.pdf
Board/Management Information
Open in viewerOpens in your device viewer
ActivEX Limited A.C.N. 113 452 896 117 Quay Street BRISBANE QLD 4000 P.O. Box 1533 MILTON QLD 4064 P: (07) 3236 4188
==> picture [214 x 85] intentionally omitted <==
F: (07) 3236 4288
ASX Release – 6 May 2013
REQUISITION TO CHANGE ACTIVEX BOARD
ActivEX Limited ACN 113 452 896 ( AIV ) announces that it received, after the close of business on Friday 3 May 2013, a notice issued under Section 249D of the Corporations Act from ASF Gold and Copper Pty Ltd ( ASF ) requesting AIV to convene a general meeting of AIV members to consider removal of Messrs Keevers, Daymond and Crawford as AIV Directors. The AIV Board (in the absence of representatives of ASF) will consider its response to this course of action.
ASF Group Limited, of which ASF is a wholly owned subsidiary, has previously issued a bidder’s statement for all of the shares in AIV. The announcement of the takeover was made by ASF with the knowledge of the genuine need of the Company to raise funds.
The tactic employed by ASF in seeking to convene a shareholders meeting within two months to remove three of the AIV Directors indicates that ASF will not hesitate to use the power of its AIV shareholding to remove these directors without allowing the takeover bid to take its natural course.
If the requisitioned resolutions proceed and are passed by an ordinary resolution of AIV shareholders with ASF and any associates eligible to vote, it could mean, with an extension of the takeover offer period, that AIV shareholders would be reliant upon an AIV Board dominated by ASF appointees, significantly disproportionate to its voting power, in order to advise AIV shareholders whether or not to accept the ASF takeover offers, and leaving AIV shareholders without the protection of independent directors on the AIV Board.
AIV Directors also consider that the meeting requisition issued by ASF is a knee-jerk reaction to the recent announcement of the rights issue by AIV and could be a mechanism intended to force changes to the rights issue and starve AIV of necessary funds so that the path to controlling AIV is artificially facilitated.
The AIV Directors who are not aligned with ASF are greatly displeased with the steps taken by ASF and think ASF’s conduct is unacceptable. AIV Directors continue to advise AIV shareholders to hold their AIV shares pending a further announcement.
For further information contact:-
Managing Director Doug Young or Company Secretary Paul Crawford on (07) 3236-4188 or visit our website at www.activex.com.au