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ASSET VISION CO LTD — AGM Information 2021
Oct 18, 2021
64438_rns_2021-10-18_b5141273-aff7-4a0e-8298-cdf3369f08a7.pdf
AGM Information
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Level 11, 410 Collins Street Melbourne, Victoria Australia, 3000 www.futurefirsttech.io +61 3 9682 2699
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19 October 2021
Dear Shareholder
I am pleased to provide you details about the 2021 Annual General Meeting ( AGM ) of Future First Technologies Limited ( FFT ) on Thursday, 25 November 2021 at 3:00pm (Melbourne time) as a virtual meeting ( Meeting ).
In line with current regulatory guidance, the year’s meeting will be held entirely online given the uncertainty and potential health risks associated with large gatherings during the COVID-19 pandemic. There will not be a physical venue for shareholders to attend.
Additionally, the recent amendments to the Corporations Act 2001 (Cth) permit a Notice of Meeting, the Annual Report and other information regarding a meeting to be provided online where they can be viewed and downloaded. Accordingly, this year the Notice of Annual General Meeting for Future First Technologies Limited will not be mailed to shareholders. Instead, it is available for you to view and download at the Company’s website at: https://futurefirsttech.io/investors
Your participation in the AGM is important to us and we invite all shareholders and proxy holders to participate in the AGM virtually via the online platform at: https://web.lumiagm.com/383585984. To do this, you will need a desktop or device with internet access, and you will need to provide your Voting Access Code to be verified as a security holder or proxy holder.
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To access the Lumi video / teleconference software at 3:00pm (Melbourne time) on 25 November 2021 please enter the URL into your browser: https://web.lumiagm.com/383585984
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You can access the Meeting Materials online at the Company’s website www.futurefirsttech.io or at our share registry’s website www.InvestorServe.com.au by logging in and selecting Company Announcements from the main menu.
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A complete copy of the Meeting Materials has been posted to the Company’s ASX Market announcements page: https://futurefirsttech.io/investors
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If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting materials and the proxy form.
If you are unable to access the Meeting Materials online please contact our share registry Boardroom Pty Limited on [email protected] or 1300 737 760 (within Australia) or +61 2 9290 9600 (Outside Australia) between 8:30am and 5:30pm (AEST/AEDT) Monday to Friday, to arrange a copy.
As a result of the potential health risks and the Governments restrictions in response to the COVID-19 pandemic, the Company encourages all shareholders to lodge a directed proxy form prior to the meeting as no shareholders will be able to attend the meeting in person.
Yours sincerely,
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Vesna Jelesic Company Secretary
Future First Technologies Limited
(ACN 164 718 361)
Notice of Annual General Meeting
Notice is hereby given that the 2021 Annual General Meeting of Future First Technologies Limited (ACN 164 718 361) (‘ Company ’) will be held at the time and location, and to conduct the business, specified below:
Date: 25 November 2021 Registration: 2:00pm (Melbourne time) Meeting Start Time: 3:00pm (Melbourne time) Location: Due to Australian Government restrictions the meeting will be held via Lumi video / teleconference software, with no Shareholders able to physically attend. ( Refer to the Notes annexed for further details of how to attend the meeting ).
Business
The following business will be conducted:
1. Chairman’s Address and Report
2. Financial Statements and Reports
To receive and consider the reports of the Directors and the Auditor and the financial statements for the year ended 30 June 2021 for the Company and its controlled entities. ( Refer to the Explanatory Statement annexed for further details ).
3. Remuneration Report
To consider, and if thought fit, pass the following resolution as an Ordinary Resolution :
Resolution 1
“That the Remuneration Report for the financial year ended 30 June 2021 be adopted.” (Refer to the Explanatory Statement annexed for further details) .
Please note the vote on this resolution is advisory only and does not bind the Directors or the Company.
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Voting Exclusion Statement
A vote must not be cast (in any capacity) on Resolution 1 – Remuneration Report by or on behalf of a member of the Future First Technologies Ltd's key management personnel (“ KMP ”), details of whose remuneration are included in the Remuneration Report, and their closely related parties, whether as a shareholder or as a proxy.
However, the Company will not disregard a vote cast on Resolution 1 by a KMP, or a closely related party of a KMP, if the vote is cast as a proxy:
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(a) appointed by writing that specifies how the proxy is to vote on Resolution 1; and
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(b) the vote is not cast on behalf of KMP or a closely related party of a KMP.
Please note that the Chairman of the Meeting intends to vote undirected proxies in favour of all resolutions.
If the Chairman of the Meeting is appointed as your proxy, or if the Chairman of the Meeting becomes your proxy by default, and you do not provide a voting direction, you are expressly authorising the Chairman of the Meeting to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.
4. Election of Directors
To consider, and if thought fit, pass the following resolution as an Ordinary Resolution :
Resolution 2
“To elect Mr Keith Falconer (who was appointed a Director of the Company pursuant to clause 12.16 of the Constitution of the Company) as a Director of the company under clause 12.17 of the Constitution of the Company”. (Refer to the Explanatory Statement annexed for further details) .
5. Re-election of Director
Ms Renata Sguario who, in accordance with clause 12.17 of the Constitution of the Company, retires by rotation as a Director of the Company has informed the Board that she has decided to seek re-election to the Board.
To consider and if thought fit pass the following resolution as an Ordinary Resolution :
Resolution 3
“To elect Renata Sguario as a Director of the company under clause 12.17 of the Constitution of the Company”. (Refer to the Explanatory Statement annexed for further details) .
6. Ratification and approval of previous allotment and issue of securities
To consider, and if thought fit, pass the following resolution as an Ordinary Resolution:
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Resolution 4
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify and approve the previous allotment and the issue of 15,000,000 shares at $0.064 per share, calculated on the Volume Weighted Average Price (VWAP) for the period 30 days prior to 1 July 2021 to the vendors of EagleSoft Pty Ltd. (Refer to the Explanatory Statement annexed for further details).
7. Approval of Additional Share Issue Capacity under ASX Listing Rule 7.1A
To consider, and if thought fit, pass the following resolution as a Special Resolution :
Resolution 5
“That, for the purposes of ASX Listing Rule 7.1A, shareholders approve the Company having the capacity to issue fully paid ordinary shares in the capital of the Company up to the maximum number permitted under ASX Listing Rule 7.1A at an issue price which is not less than 75% of the volume weighted average market (closing) price of the Company’s ordinary shares calculated over the last 15 days on which trades of the Company’s ordinary shares were recorded on ASX immediately before the date on which the issue price is agreed or the date the issue is made”. (Refer to the Explanatory Statement annexed for further details).
Note: at the time of despatching this Notice of Meeting, the Company is not proposing to make an issue of equity securities under ASX Listing Rule 7.1A.2 and accordingly no voting exclusions apply to this resolution.
By order of the Board of Directors Date 19 October 2021
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NOTES
The Explanatory Statement forms part of this Notice of Annual General Meeting and should be read in conjunction with it.
Questions from shareholders
In order to provide an equal opportunity for all Shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company.
Please send your questions to:
The Company Secretary, Future First Technologies Limited, Level 11, 410 Collins Street, Melbourne, VIC 3000 T. 03 9682 2699
Written questions must be received by no later than 7.00pm (Melbourne time) on Tuesday 23 November 2021.
Your questions should relate to matters that are relevant to the business of the Annual General Meeting, as outlined in this Notice of Meeting and Explanatory Statement. A reasonable opportunity will also be provided to Shareholders attending the Annual General Meeting online to ask questions of the Board which are relevant to the resolutions and business of the meeting, which the Chairman will seek to address to the extent reasonably practicable. However, there may not be sufficient time to answer all questions at the Annual General Meeting. Please note that individual responses may not be sent to Shareholders.
VOTING ENTITLEMENTS
Pursuant to regulation 7.11.37 of the Corporations Regulations, the Board has determined that, for the purpose of voting at the meeting, members are those persons who are the registered holders of shares at 7:00pm (Melbourne time) on Tuesday 23 November 2021.
PROXIES
In accordance with section 249L of the Corporations Act 2001 (Cth) :
A member who is entitled to attend and vote at the Annual General Meeting may appoint a proxy. A proxy can be either an individual or a body corporate. Should you appoint a body corporate as your proxy, that body corporate will need to ensure that it:
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(a) appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act 2001 (Cth) ; and
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(b) provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.
If satisfactory evidence of appointment as corporate representative is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as your proxy.
If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. If the proxy appointments do not specify the proportion of the member’s voting rights that each proxy may exercise, each proxy may exercise half of the member’s votes. A proxy need not be a member.
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To be effective, the proxy form (and, if the appointment is signed by the appointer’s attorney, the authority under which it was signed or a certified copy of the authority) must be received by the Company’s share registry, Boardroom Pty Limited, no later than 48 hours prior to the commencement of the Annual General Meeting which will be held at 3:00pm (Melbourne time), on 25 November 2021.
If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each item of business.
The Chairman of the Meeting intends to vote undirected proxies able to be voted in favour of all items of business.
The completed proxy form may be:
Mailed/delivered to the Company’s share registry, Boardroom Pty Limited at:
| Street Address: | Postal Address: | Street Address: |
|---|---|---|
| Boardroom Pty | Boardroom Pty | Boardroom Pty |
| Limited | Limited | Limited |
| Level 12, 225 George | GPO Box 3993, | +61 2 9290 9655 |
| Street, | Sydney NSW 2001 | |
| Sydney NSW 2000 |
Or lodged online at http://www.votingonline.com.au/fftagm2021
CORPORATE REPRESENTATIVES
A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act 2001 (Cth) in which case the Company will require a Certificate of Appointment of Corporate Representative executed in accordance with the Corporations Act 2001 (Cth) . The Certificate must be lodged with the Company before the meeting. The Company will retain the certificate.
Online Voting Procedures during the Meeting
Shareholders who wish to participate in the Meeting online may do so:
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a. From their computer, by entering the URL into their browser: https://web.lumiagm.com/383585984
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b. From their mobile device by either entering the URL in their browser: https://web.lumiagm.com/383585984 or by using the Lumi AGM app, which is available by downloading the app from the Apple App Store or Google Play Store.
If you choose to participate in the Meeting online or through the app, you can log in to the meeting by entering:
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The meeting ID, which is - 383585984
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Your username, which is your Boardroom Shareholder number (located on any recent statement or documentation)
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Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the user guide for their password details.
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If you have been nominated as a third party proxy, please contact Boardroom on 1300 737 760.
Attending the meeting online enables shareholders to view the Meeting live and to also ask questions and cast direct votes at the appropriate times whilst the meeting is in progress.
More information regarding participating in the Meeting online can be found by visiting www.futurefirsttech.io or at the end of this Notice of Meeting.
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EXPLANATORY STATEMENT
Introduction
This Explanatory Statement has been prepared for the shareholders of Future First Technologies Ltd ( Company ) to provide information about the items of business to be considered at the Annual General Meeting of shareholders to be held on 25 November 2021.
Resolutions 1, 2, 3 and 4 are to be voted on as ordinary resolutions. Ordinary resolutions require a simple majority of votes cast by shareholders entitled to vote on the resolution.
Resolution 5 requires a special resolution. A special resolution requires at least 75% of votes cast by shareholders entitled to vote on the resolution to be in favour of the resolution for it to be passed.
ITEM 1 - Chairman’s Address and Report
The Chairman will address the meeting and comment on the performance of the Company for the Financial Year ended 30 June 2021 as well as future strategic and operational initiatives.
The Chairman will also respond to questions raised by Shareholders.
ITEM 2 - Financial Statements and Reports
As required by section 317 of the Corporations Act 2001 (Cth) , the annual accounts of the Company and the associated reports of the Directors and the Auditor for the most recent financial year will be laid before the meeting.
No resolution is required for this item, but shareholders will be given the opportunity to ask questions and to make comments on all aspects of the accounts and reports.
ITEM 3 - Remuneration Report
Resolution 1 – Remuneration Report
The Board submits its Remuneration Report to shareholders for consideration and adoption by way of non-binding resolution. This resolution is advisory only and does not bind the Directors of the Company.
However, if at least 25% of the votes cast on the resolution are voted against adoption of the Remuneration Report at the meeting, and then again at the 2022 AGM, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company (spill resolution).
If more than 50% of shareholders vote in favour of the spill resolution, the Company must then convene an extraordinary general meeting (spill meeting) within 90 days of the 2022 AGM. All of the Directors who were in office when the 2022 Director’s Report is approved, other than the Managing Director, will cease to hold office immediately before the end of the spill meeting but may stand for re-election at the spill meeting. Following the spill meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.
The Remuneration Report is set out in the Director’s Report in the 2021 Annual Report. The Report:
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(a) Explains the Board’s policy for determining the nature and amount of remuneration of Executive Directors and senior executives of the Company;
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(b) Sets out the actual remuneration for the financial year ended 30 June 2021 for each Director and each member of the Company’s senior executive management team; and
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(c) Details and explains any performance hurdles applicable to the remuneration of Executive Directors and senior executives of the Company.
Shareholders will be given the opportunity to ask questions and to make comments on the reports.
Recommendation
The Directors recommend voting in favour of this resolution. The Chairman of the meeting will be voting any undirected proxies in favour of this resolution.
ITEM 4 – Election of Directors
Resolution 2
This resolution seeks approval for the election of Mr Keith Falconer, a Director who was appointed to the Board on 2 November 2020 in accordance with clause 12.16 of the Company’s Constitution.
This clause states that the Board has the power to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director appointed under this clause may hold office only until the next Annual General Meeting and is then eligible for election at that meeting.
Mr Falconer is eligible for election under clause 12.17 and offers himself for election as a Director of the Company.
Mr Keith Falconer
Age: 61 years
Business Experience:
Keith is a highly experienced digital executive with over 30 years’ experience in media and publishing.
Keith has a proven track record developing digital assets for PBL, Nine Entertainment Co and Bauer Media. Keith was previously the CEO of Trader Classifieds, the digital classifieds arm of Australian Consolidated Press (ACP), encompassing carpoint.com.au, boatpoint.com.au, bikepoint.com.au and ihub.com.au, which were sold to carsales.com.au for a 41% stake in carsales.com.au.
Recommendation
The Directors (excluding Keith Falconer) recommend voting in favour of this resolution. The Chairman of the meeting will be voting any undirected proxies in favour of this resolution
ITEM 5 – Re-election of Director
Resolution 3
Clause 12.11 of the Company’s Constitution requires one-third of the directors to retire from office by rotation.
Clause 12.13 of the Company’s Constitution permits retiring directors to be re-elected. Pursuant to clause 12.14 of the Company’s Constitution, Ms Renata Sguario retires by rotation and has decided to seek re-election to the Board of Future First Technologies Limited.
This resolution seeks the re-election of Renata Sguario as a director of the Company under clause 12.17 of the Constitution of the Company.
Recommendation
The Directors recommend voting in favour of this resolution. The Chairman of the meeting will be voting any undirected proxies in favour of this resolution.
ITEM 6 – Ratification and approval of previous allotment and issue of securities
Resolution 4
The purpose of Resolution 7 is for shareholders to approve and ratify, under ASX Listing Rule 7.4, the issue of securities by the Company during the 12 months before the date of the meeting which count toward the Company’s 15% limit under ASX Listing Rule 7.1 and 10% limit under ASX listing rule 7.1A.
ASX Listing Rule 7.1 provides that subject to certain exceptions (none of which are relevant here) prior approval of shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by the entity during the previous 12 months, exceed 15% of the number of the securities at the commencement of that 12-month period.
ASX Listing Rule 7.1A provides that subject to certain exceptions (none of which are relevant here) prior approval of shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by the entity during the previous 12 months, exceed 10% of the number of the securities at the commencement of that 12-month period.
The allotment and issue of securities detailed in Resolution 4 did exceed the 15% threshold. However, ASX Listing Rule 7.4 provides that where an entity ratifies an issue of securities, the issue will be treated as having been made with the approval for the purpose of ASX Listing Rule 7.1 and ASX Listing Rule 7.1A, thereby replenishing that entity’s 15% and 10% capacity and enabling it to issue further securities up to that limit.
Resolution 4 proposes the ratification and approval of the allotment and issue of fully paid ordinary shares ( Shares ) detailed below for the purposes of satisfying the requirements of ASX Listing Rule 7.4.
The following table shows the number of shares issued and the VWAP for the 30-day period prior to issue.
| Shares issued to the vendors of EagleSoft Pty Ltd | Shares issued to the vendors of EagleSoft Pty Ltd |
|---|---|
| Issue Date: | 1 July 2021 |
| Number of Securities: | 15,000,000 ordinary shares |
| Issue Price: | $0.064, being the Volume Weighted Average Price of the securities for the period 60 days prior to 1 July 2021 |
| Terms of Issue: | The Shares rank equally with all existing Shares on issue |
| Allottees: | Vendors of EagleSoft and their nominees |
| Use of funds: | No funds were raised as the Shares were issued as part consideration for the acquisition of EagleSoft Pty Ltd |
Recommendation
The Directors recommend voting in favour of the allotment and issue of securities to the vendors of EagleSoft Pty Ltd. The Chairman of the meeting will be voting any undirected proxies in favour of this resolution.
ITEM 7 – Approval of placement facility
Resolution 5
Under ASX Listing Rule 7.1A, certain companies may seek shareholder approval by special resolution passed at an annual general meeting to have the additional capacity to issue equity securities which do not exceed 10% of the existing ordinary share capital without further shareholder approval.
Approval of the special resolution outlined in Resolution 5 is sought for the Company to issue ordinary shares under Listing Rule 7.1A.
If the special resolution is approved, the Company may make an issue of ordinary shares under ASX Listing Rule 7.1A at any time – on either a single date or progressively – up until the earlier of:
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(a) The date which is 12 months after the date of the 2021 Annual General Meeting (25 November 2021); or
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(b) The date on which shareholders approve a transaction under ASX Listing Rule 11.1.2 (significant change to nature or scale of activities) or 11.2 (disposal of main undertaking).
As at the date of this Explanatory Statement, the Company is an “eligible entity” and able to seek approval under Listing Rule 7.1A as it is not included in the S&P/ASX 300 and has a market capitalisation of $300 million or less. If the Company ceases to be an eligible entity by the date of the 2021 Annual General Meeting, this resolution will be withdrawn.
The maximum number of ordinary shares which may be issued in the capital of the Company under the approval sought by this resolution is calculated in accordance with the following formula as set out in Listing Rule 7.1A.2:
(A x D) - E
Where:
A is the number of fully paid ordinary shares on issue 12 months before the date of issue or agreement to issue:
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(a) Plus the number of fully paid ordinary shares issued in the past 12 months under an exception in ASX Listing Rule 7.2;
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(b) Plus the number of partly paid shares that become fully paid in the 12 months;
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(c) Plus the number of fully paid shares issued in the 12 months with approval of holders of ordinary shares under ASX Listing Rule 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the Company’s 15% placement capacity without shareholder approval; and
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(d) Less the number of fully paid ordinary shares cancelled in the 12 months.
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 shareholder approval under ASX Listing Rule 7.1 or 7.4.
The ability of the Company to make an issue under ASX Listing Rule 7.1A is in addition to its 15% placement capacity under Listing Rule 7.1.
As at the date of this Notice, the Company has on issue 425,885,795 ordinary shares and will have the capacity to issue:
- (e) Subject to shareholder approval being received under Resolution 5; 42,885,795 ordinary shares under Listing Rule 7.1A above.
The actual number of ordinary shares that the Company will have the capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the shares in accordance with the formula in Listing Rule 7.1A.2 (as described above).
For the purposes of Listing Rule 7.3A, the following information is provided:
The minimum price at which the ordinary shares the subject of this special resolution will be issued is 75% of the volume weighted average market (closing) price of the Company’s ordinary shares calculated over the last 15 days on which trades are recorded immediately before either:
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(a) The date on which the price at which the securities are to be issued is agreed; or
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(b) If the securities are not issued within 5 trading days of the date on which the price at which the securities are to be issued is agreed, the date on which the securities are issued.
There is a risk that:
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(a) The market price for the Company’s ordinary shares may be significantly lower on the issue date than on the date of the approval of this special resolution; and
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(b) The ordinary shares may be issued at a price that is at a discount to the market price for the Company’s ordinary share on the issue date, which may have an effect on the amount of funds raised by the issue.
The table below sets out the dilution of existing shareholders on the basis of the current market
price of shares and the current number of ordinary shares for variable “A” calculated in accordance with the formula in Listing Rule 7.1A.2.
The table also shows:
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(a) Two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary shares the Company has on issue. The number of ordinary shares may increase as a result of issues of ordinary shares which do not require shareholder approval (for example, a pro rata entitlements issue) or future placements under Listing Rule 7.1 that are approved by shareholders; and
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(b) Two examples of where the issue price of ordinary shares has decreased by 50% and increased by 100% as against the current market price.
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Dilution
50% decrease in 100% increase
Issue
issue price in issue price
$ 0.023 $ 0.045 $ 0.090
"A" is the current shares on 10% voting
42,588,580 42,588,580 42,588,580
issue: Dilution
425,885,795
Funds raised $ 958,243 $ 1,916,486 $ 3,832,972
"A" is a 50% increase in the 10% voting
Variable "A" 63,882,869 63,882,869 63,882,869
current shares on issue: Dilution
ASX Listing
Rule 7.1A2 638,828,693 Funds raised $ 1,437,365 $ 2,874,729 $ 5,749,458
"A" is a 100% increase in the 10% voting
85,177,159 85,177,159 85,177,159
current shares on issue: Dilution
851,771,590
Funds raised $ 1,916,486 $ 3,832,972 $ 7,665,944
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The table has been prepared on the following assumptions. The Company does not represent that they will necessarily occur:
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(a) The Company issues the maximum number of shares available under the 10% Placement Facility.
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(b) 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%.
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(c) 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.
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(d) The table shows only the effect of issues of ordinary shares under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
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(e) The issue price is $0.045, being the closing price of the Shares on ASX on 11 October 2021.
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(f) The number of shares in Variable “ A ” is the total shares on issue as at 11 October 2021.
The Company may seek to issue ordinary shares under the Placement Facility for either:
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(a) a cash issue price, in which case the Company may use the funds for working capital or other corporate purpose; or
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(b) non-cash consideration, such as for the acquisition of new assets or investments, subject to applicable ASX requirements.
In either case, the cash issue price or the value of the non-cash consideration must comply with the minimum issue price noted above.
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 allottees of securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
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(a) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
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(b) the effect of the issue of the securities on the control of the Company;
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(c) the financial situation and solvency of the Company; and
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(d) advice from corporate, financial and broking advisers (if applicable).
The allottees under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new Shareholders who are not a related party or an associate of a related party of the Company.
The total number of equity securities issued, including unlisted options, during the 12 months preceding the date of this meeting is 72,502,339. This represents 14.47% of the total number of equity securities on issue at the commencement of that 12 month period.
The following table details the issues of equity securities not previously approved, including unlisted options, by the Company in the 12-month period prior to this meeting.
| Issue Price | Issue Price | |||||
|---|---|---|---|---|---|---|
| Details | Purpose of Issue |
Number of Shares |
Class of Shares |
Per Share | Total | Date |
| Asset Vision | Acquisition | 24,000,000 | Ordinary | 0.046 $ |
1,104,000 $ |
03-Nov-21 |
| Asset Vision | Services | 10,500,000 | Ordinary | 0.046 $ |
483,000 $ |
12-Nov-21 |
| Employees | Employees | 12,500,000 | Ordinary | 0.046 $ |
575,000 $ |
12-Nov-21 |
| Employees | Employees | 5,500,000 | Ordinary | 0.070 $ |
385,000 $ |
02-Jun-21 |
| EagleSoft | Acquisition | 15,000,000 | Ordinary | 0.064 $ |
960,000 $ |
01-Jul-21 |
As required by Listing Rule 7.3A.3, the Company will only issue and allot the Placement Securities during the 12 months after the date of this Meeting which the Company anticipates will end on 25 November 2021. The approval under Resolution 5 for the issue of the Placement Securities 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 of the Company) or Listing Rule 11.2 (the disposal of the main undertaking of the Company) before the anniversary of the Annual General Meeting.
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 securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.
Recommendation
The Directors believe that Resolution 5 is in the best interests of the Company and recommend that shareholders vote in favour of the resolution. The Chairman of the meeting will be voting any undirected proxies in favour of this resolution.
Schedule 2
Glossary
In this Notice, words importing the singular include the plural and vice versa.
$ means Australian dollars;
ASIC means the Australian Securities & Investments Commission;
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires;
ASX Listing Rules means the ASX Listing Rules as amended from time to time and available on the ASX website;
Board means the board of Directors of the Company;
Company or FFT means Future First Technologies Limited ACN 164 718 361;
Corporations Act means Corporations Act 2001 (Cth) ;
Director means a director of the Company;
Explanatory Statement means the explanatory statement comprising part of this Notice of Meeting;
Meeting means the annual general meeting to be held in accordance with the Notice of Meeting;
Notice of Meeting means the notice of meeting attached to, and forming part of, this document;
Ordinary Share means a fully paid ordinary share in the capital of the Company.
FFT or Company means Future First Technologies Limited ACN 164 718 361;
Resolution means the ordinary and special resolutions as set out in the Notice of Meeting;
Share means any share in the capital of the Company;
Shareholder means the registered holder of a Share in the Company;
Voting Form means the voting form relating to the Meeting in the form accompanying this Explanatory Statement and the Notice of Meeting.