AUSTRALIAN AGRICULTURAL PROJECTS LIMITED — Proxy Solicitation & Information Statement 2013

Jan 22, 2013

REDISLAND AUSTRALIA LIMITED (TO BE RE-NAMED AUSTRALIAN AGRICULTURAL PROJECTS LIMITED) ABN 19 104 555 455

NOTICE OF MEETINGS

General Meeting of Shareholders

TIME : 10 am (AEDT) DATE : Friday, 22 February 2013 PLACE : Level 2, 766 Elizabeth Street, Melbourne. VIC. 3000.

Special General Meeting of Selective Reduction Shareholders

TIME : 11 am (AEDT) DATE : Friday, 22 February 2013 PLACE : Level 2, 766 Elizabeth Street, Melbourne. VIC. 3000.

CONTENTS PAGE

Business of the General Meeting (setting out the resolutions)	3
Business of the Special General Meeting (setting out the resolution)	4
General Meeting Explanatory Statement (explaining the resolutions)	5
Special General Meeting Explanatory Statement (explaining the resolution)	8
Glossary	9
Schedule 1	10
Proxy Form	Enclosed

IMPORTANT INFORMATION

TIME AND PLACE OF MEETINGS

A General Meeting of Shareholders will be held at 10 am (AEDT) on Friday, 22 February 2013 at:

Level 2, 766 Elizabeth Street Melbourne. VIC. 3000.

A Special General Meeting of Selective Reduction Shareholders will be held at 11 am (AEDT) on Friday, 22 February 2013, or as soon as the General Meeting of Shareholders has concluded or been adjourned, whichever is earlier, at:

Level 2, 766 Elizabeth Street Melbourne. VIC. 3000.

YOUR VOTE IS IMPORTANT

The business of the General Meeting and the Special General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5 pm (AEDT) on 20 February 2013.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Special General Meeting are those who are registered Shareholders at 5 pm (AEDT) on 20 February 2013 and who are Selective Reduction Shareholders.

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VOTING IN PERSON

To vote in person, attend the General Meeting or the Special General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy at either the General Meeting or the Special General Meeting, please complete and sign the relevant enclosed Proxy Form and return by the time and in accordance with the instructions set out on that Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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BUSINESS OF THE GENERAL MEETING

AGENDA

SPECIAL BUSINESS

The General Meeting Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered as special business.

RESOLUTION 1 – APPROVAL FOR A CHANGE OF NAME

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“That for the purpose of Section 157(1) of the Corporations Act and for all other purposes, the name of the Company be changed to ‘Australian Agricultural Projects Limited’.”

RESOLUTION 2 – APPROVAL FOR A SELECTIVE REDUCTION OF CAPITAL

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“That, subject to the passing of Resolution 1 at this General Meeting and Resolution 1 at the Special General Meeting to be held following this General Meeting, in accordance with Section 256C(2) of the Corporations Act and for all other purposes, approval is given for the Company to make a selective reduction of capital and cancel a total of 10,843,404 Shares, held by Boundary Bend Limited on the terms and conditions and for the purpose set out in the General Meeting Explanatory Statement accompanying this Notice.”

Voting Exclusion : The Company will disregard any votes cast on this resolution by any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced, or any associates of those persons.

DATED: 23 JANUARY 2013

BY ORDER OF THE BOARD

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PAUL CHALLIS MANAGING DIRECTOR

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BUSINESS OF THE SPECIAL GENERAL MEETING

AGENDA

SPECIAL BUSINESS

The Special General Meeting Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered as special business.

1. RESOLUTION 1 – APPROVAL FOR CANCELLATION OF SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“That, subject to the passing of Resolution 2 at the General Meeting, in accordance with Section 256C(2) of the Corporations Act and for all other purposes, approval is given by the Selective Reduction Shareholders for the Company to cancel a total of 10,843,404 Shares held by Boundary Bend Limited, on the terms and conditions and for the purpose set out in the Special General Meeting Explanatory Statement accompanying this Notice.”

DATED: 23 JANUARY 2013

BY ORDER OF THE BOARD

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PAUL CHALLIS MANAGING DIRECTOR

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GENERAL MEETING EXPLANATORY STATEMENT

This General Meeting Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the General Meeting.

1. RESOLUTIONS 1 AND 2 – APPROVAL FOR CHANGE OF COMPANY NAME AND SELECTIVE REDUCTION OF CAPITAL

1.1 General

On 20 November 2012 the Company entered into an agreement for the sale of the Redisland brand and the Company’s bottling operations to Boundary Bend Limited (“BBL”).

As set out in the Company’s announcement of the sale in November 2012, the principal components of the sale agreement were:

• (a) $4m cash on settlement (29[th] November 2012) plus inventory at valuation over the next 120 days.

• (b) BBL is obliged to purchase from RLA all oil produced at the orchard at a fixed price for the first 4 million litres of production. The price then switches to a retail market linked index for the period to and including the June 2025 harvest.

• (c) As part of the consideration, BBL have agreed, subject to RLA shareholder approval and the change of Company name, to the cancellation of 10,843,404 Shares in a selective capital reduction.

As the agreement by BBL to the cancellation of the shares is conditional upon RLA changing its name (and the name of any subsidiaries) to exclude the words “Red”, ”Island”, ”Redisland” and “Njoi”, Resolution 2 is conditional upon Resolution 1 being passed. In effect, the consideration for the cancellation of the shares is the change of the Company name and the agreement between the parties has attributed a nominal value of $108,434 to the RLA shares. Accordingly, Resolution 2 will only come into effect if Resolution 1 is also passed by the requisite majority at the Special General Meeting.

Both Resolutions 1 and 2, being special resolutions, require not less than 75% of all votes cast on the Resolutions to be in favour of the Resolutions for each to be passed.

1.2 Corporations Act

Pursuant to Section 256C of the Corporations Act, a company may make a selective capital reduction if it is approved by a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced.

The Corporations Act provides that the rules relating to a reduction of share capital are designed to protect the interests of shareholders and creditors by:

(a) addressing the risk of the transaction impacting on the Company’s solvency;

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• (b) seeking to ensure fairness between the shareholders of the Company; and

• (c) requiring the Company to disclose all material information,

In particular, Section 256B of the Corporations Act requires that a company may only reduce its capital if:

• (a) it is fair and reasonable to the shareholders as a whole;

• (b) it does not materially prejudice the company’s ability to pay its creditors; and

• (c) it is approved by shareholders in accordance with Section 256C of the Corporations Act.

Section 256C(4) of the Corporations Act requires that the Company must include with the notice for the general meeting a statement setting out all information known to the Company that is material to the decision on how to vote on the resolution. However, the Company does not have to disclose information if it would be unreasonable to require the Company to do so because the Company had previously disclosed the information to shareholders.

The Directors believe that the change of Company name and the capital reduction as proposed are fair and reasonable to Shareholders for the following reasons:

• (a) the cancellation of the shares has the effect of increasing the remaining Shareholders’ percentage interest in the Company without impacting the net assets of the Company;

• (b) the consideration for the cancellation of the shares in the Company is effectively the change of the Company name and this change of name is a reasonable component of the overall transaction of the sale of the Redisland brands to Boundary Bend Limited; and

• (c) the reduction in capital will not prejudice the Company’s ability to pay its creditors.

Pursuant to Section 256C(2) of the Corporations Act, a selective reduction of capital must be approved by either:

• (a) a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced, or by their associates; or

• (b) a resolution agreed to at a general meeting by all ordinary shareholders.

Further, if the reduction involves the cancellation of shares, the reduction must also be approved by a special resolution passed at a meeting of the shareholders whose shares are to be cancelled. That approval is being sought in Resolution 1 of the Special General Meeting.

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1.3 Summary of and Effect of Proposed Selective Capital Reduction

The overall effect of the selective capital reduction and cancellation of the 10,843,404 Shares held by the Selective Reduction Shareholders is as follows:

Existing Capital Structure	Number
Shares	163,201,788
Options	nil
After Selective Reduction of Capital
Shares	152,358,384
Options	nil

The Shares the subject of the selective capital reduction and cancellation represent 6.64% of the issued capital of the Company as at the date of this Notice.

The primary effects of the capital reduction on the control of the Company will be to decrease Boundary Bend Limited’s shareholding in the Company and increase the remaining Shareholders’ percentage interest in the Company.

1.4 Directors’ Recommendations

The Directors believe that the new name more accurately reflects the proposed future operations of the Company, and recommend that Shareholders vote in favour of the new name.

The Directors also believe that the proposed capital reduction is in the best interests of Shareholders and recommend that Shareholders vote in favour of the capital reduction.

The Directors have no financial interest in the outcome of the Resolutions other than as shareholders or associates of shareholders.

The Directors have outlined their reasons why they consider the cancellation of the Shares held by Boundary Bend Limited to be in the best interests of Shareholders in Section 1.2 above.

1.5 Other Material Information

There is no information material to the making of a decision by a Shareholder whether or not to approve Resolution 2 that is known to any of the Directors and which has not been previously disclosed to shareholders in the Company, other than as disclosed in this General Meeting Explanatory Statement.

If the Resolutions the subject of this General Meeting and of the Special General Meeting are passed by Shareholders, the Company will not make the reduction of capital until at least 14 days after lodgement of the Resolution with ASIC.

2. ENQUIRIES

Shareholders may contact Paul Challis, the Managing Director on (+ 61 3) 8587 1400 or by email on paul.challis@voopl.com.au if they have any queries in respect of the matters set out in these documents.

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SPECIAL GENERAL MEETING EXPLANATORY STATEMENT

This Special General Meeting Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution the subject of the business of the Special General Meeting.

1. SPECIAL GENERAL MEETING RESOLUTION 1 – APPROVAL FOR CANCELLATION OF SHARES

1.1. Background

As outlined in the General Meeting Explanatory Statement, Section 256C(2) of the Corporations Act requires that in order for a selective reduction of capital to be completed, the selective reduction of capital must also be approved by a special resolution passed at a meeting of the shareholders whose shares are to be cancelled.

The Special General Meeting is being held for this purpose, and the only party entitled to attend and vote at the Special General Meeting is Boundary Bend Limited, the Selective Reduction Shareholder.

Details of the proposed transaction are outlined in Section 1 of the General Meeting Explanatory Statement on page 5.

Resolution 1 will only come into effect if Resolution 2 at the General Meeting is also passed by the requisite majority.

Resolution 1 to be considered at the Special General Meeting is a special resolution, and therefore requires not less than 75% of all votes cast on the Resolution to be in favour of the Resolution for it to be passed.

1.2. Directors’ Recommendation

The Directors believe that the proposed capital reduction is in the best interests of Shareholders.

1.3. Other Material Information

There is no information material to the making of a decision by a Shareholder whether or not to approve Resolution 1 that is known to any of the Directors and which has not been previously disclosed to shareholders in the Company, other than as disclosed in this Explanatory Statement or the General Meeting Explanatory Statement.

If the Resolutions the subject of this Special General Meeting and of the General Meeting are passed by Shareholders, the Company will not make the reduction of capital until at least 14 days after lodgement of the Resolution with the ASIC.

2. ENQUIRIES

Shareholders may contact Paul Challis, managing Director on (+ 61 3) 8587 1400 or by email on paul.challis@voopl.com.au if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

AEDT means Australian Eastern Daylight Time as observed in Melbourne, Australia.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Redisland Australia Limited (ABN 19 104 555 455).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

General Meeting means the meeting convened by the Notice and related to the General Meeting Explanatory Statement.

General Meeting Explanatory Statement means the explanatory statement accompanying the Notice of Meetings.

Notice or Notice of Meetings means this notice of General Meeting and notice of Special General Meeting including the General Meeting Explanatory Statement, Special General Meeting Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Selective Reduction Shareholders means those Shareholders outlined in Schedule 1.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Special General Meeting means the meeting convened by the Notice and related to the Special General Meeting Explanatory Statement.

Special General Meeting Explanatory Statement means the explanatory statement accompanying the Notice of Meetings.

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SCHEDULE 1 – SELECTIVE REDUCTION SHAREHOLDERS

Shareholder	Number of Ordinary Shares to be Cancelled
Boundary Bend Limited (ACN 115 131 667)	10,843,404
Total	10,843,404

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P R O X Y F O R M

MR SAM SAMPLE UNIT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE WA 6060

1. Appointment of Proxy

I/We being a member/s of Redisland Australia Limited hereby appoint the Chairman PLEASE NOTE : Leave this box blank if of the Meeting OR you have selected the Chairman of the Meeting. Do not insert your own name(s). or, failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Redisland Australia Limited to be held at Level 2, 766 Elizabeth Street, Melbourne, Victoria, 3000 on Friday, 22 February 2013 at 10:00 a.m. (AEDT) and at any adjournment of that meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

2. Items of Business

Please mark to indicate your voting directions.

FOR AGAINST ABSTAIN 1. Approval of Change of Company Name    2.   

1. Approval for a Selective Reduction of Capital

PLEASE NOTE : If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority.

3. Signature of Securityholder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Individual/ Sole Director and Director Director/ Company Secretary Sole Company Secretary

Contact Name

Contact Daytime Telephone

Date

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H O W T O C O M P L E T E T H E P R O X Y F O R M

1. Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Section 1.

A proxy need not be a securityholder of the Company.

2. Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with your directions. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

3. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders must sign.

Power of Attorney: If you have not previously lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below no later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged by posting, delivery or facsimile to Redisland Australia Limited:-

PO Box 3438 Nedlands, WA 6909

Fax: (08) 6389 2588

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from the Company Secretary.

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P R O X Y F O R M

MR SAM SAMPLE UNIT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE WA 6060

S P E C I A L G E N E R A L M E E T I N G

1. Appointment of Proxy

I/We being a member/s of Redisland Australia Limited entitled to attend and vote at the Special General Meeting, hereby appoint

the Chairman PLEASE NOTE : Leave this box blank if of the Meeting OR you have selected the Chairman of the Meeting. Do not insert your own name(s).

or, failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Special General Meeting of Redisland Australia Limited to be held at Level 2, 766 Elizabeth Street, Melbourne, Victoria, 3191 on Friday, 22 February 2013 at 11:00 a.m. (AEDT) and at any adjournment of that meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

2. Items of Business

Please mark to indicate your voting directions. FOR AGAINST ABSTAIN 1. Approval for Selective Reduction of Capital   

PLEASE NOTE : If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority.

3. Signature of Securityholder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Individual/ Sole Director and Director Director/ Company Secretary Sole Company Secretary

Contact Name

Contact Daytime Telephone

Date

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H O W T O C O M P L E T E T H E P R O X Y F O R M

1. Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Section 1.

A proxy need not be a securityholder of the Company.

2. Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with your directions. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

3. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders must sign.

Power of Attorney: If you have not previously lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below no later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged by posting, delivery or facsimile to Redisland Australia Limited:-

PO Box 3438 Nedlands, WA 6909

Fax: (08) 6389 2588

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from the Company Secretary.