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BPH ENERGY LTD — Board/Management Information 2017
Apr 17, 2017
64555_rns_2017-04-17_785e3a52-544c-4a6b-8dc8-18c4f530a9a4.pdf
Board/Management Information
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18 April 2017
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Companies Announcements Office ASX Limited 10[th] Floor, 20 Bridge Street SYDNEY NSW 2000
Dear Sir/Madam,
BPH ENERGY LIMITED (BPH) – GENERAL MEETING – NON-RECEIPT OF CONSENTS TO ACT AS DIRECTOR
On 18 January 2017, BPH Energy Ltd ( BPH or Company ) announced that it had received a notice under section 249D of the Corporations Act 2001 (Cth) ( Act ) from MEC Resources Ltd ( MEC ) (and others) requisitioning a general meeting to remove the existing directors of the Company and appoint new directors ( Notice ). The Company determined that the Notice was invalid on the grounds that it did not meet the requirements under section 249D of the Act and advised that it did not intend to call a general meeting.
On 22 February 2017, BPH announced that it had received a further notice from MEC and others to requisition a general meeting of the Company under section 249D of the Corporations Act 2001 (Cth) ( Requisitioned Meeting ) in order to remove the current directors of the Company and appoint new directors of the Company. The Company determined that this notice was valid and convened the Requisitioned Meeting, which is scheduled to be held on 21 April 2017.
Clause 13.3 (Election of Directors) of the Constitution of the Company states that: “No person other than a Director seeking re-election shall be eligible for election to the office of Director at any general meeting unless the person or some Shareholder intending to propose his or her nomination has, at least 15 Business Days before the meeting, left at the Registered Office a notice in writing duly signed by the nominee giving his or her consent to the nomination and signifying his or her candidature for the office”.
BPH has not received a consent to act as director from any of the proposed new directors, being Dr Peter King, Barry Nicholson and Lun-Man Cheung, for the purposes of the Requisitioned Meeting within the stated 15 Business Day period and accordingly each of the proposed new directors are ineligible for election to the office of Director of BPH at the Requisitioned Meeting.
The Company is obliged to and will proceed with the Requisitioned Meeting on 21 April 2017.
Yours sincerely
David Breeze Executive Director
BPH Energy Ltd ACN 095 912 002 PO Box 317, North Perth, Western Australia 6906 14 View Street, North Perth, Western Australia 6006 [email protected] www.bphenergy.com.au T: +61 8 9328 8366 F: +61 8 9328 8733