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CYCLIQ GROUP LTD — Proxy Solicitation & Information Statement 2009
Mar 25, 2009
64746_rns_2009-03-25_6ebf5d4a-a36a-404f-82a6-2f9f5451d45b.pdf
Proxy Solicitation & Information Statement
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26 March 2008
Letter to Shareholders
Dear Fellow Shareholder
Certain shareholders of your company have requisitioned a general meeting to remove all of your directors and replace them with their nominees.
Your board has the responsibility in this situation, to act in the best interests of all shareholders by informing them fully and fairly.
Notice of Meeting and Resolutions
You should by now have received your Notice of Meeting of the company’s shareholders dated 25 February 2009 in the mail. If your Notice (and accompanying proxy form) has not yet arrived, please contact Modena as soon as possible. Your board wants to ensure that you are fully informed before casting your vote.
You should know…
Your Board has identified the following key issues which it considers are relevant to your decision on how to vote:
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- Herbert Gavin Solomon and Simon Kidston (now asking you to appoint them to your company’s board) and their associates previously offered short term secured debt finance to your company at an interest rate of 60% per annum and a default rate of 120% per annum.
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- Your board rejected this (and subsequent other offers) from Messrs Solomon and Kidston and their associates as opportunistic and not in your company’s best interests.
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Ultimately alternate finance was sourced on materially superior terms, including the 12% per annum convertible loan note deal with Life Therapeutics Limited (LFE) earlier this year.
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Your company has a clear strategy in place to generate significant value for all shareholders. The proposed new directors propose, in an unexplained manner, to seek to unwind this strategy, which may include cancelling the Entitlement Offer announced by your company on 20 March 2009. In addition, the proposed new directors and their associates have previously expressed an intention to take actions to unwind the convertible loan note transaction with LFE, notwithstanding that it was vastly superior to their proposal. Such an unwinding may expose your company to substantial damages and imperil your company’s strategy and ability to fund it obligations.
Suite B 150 Hay Street Subiaco Western Australia 6008 Phone 08 9388 8439 Fax 08 9388 8450
744897
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- Passing Resolutions 7 and 8 will assist your company to build on this strategy, enabling it to issue further shares (up to a total of 15% in the next 12 months ) when your board considers this to be in your company’s best interests. Whether or not they are passed will not affect the validity of the underlying transactions but merely the Company’s freedom to issue further shares during the next 12 months.
Invalidity of certain resolutions
In the Board’s view, those parts of the proposed Fourth and Fifth Resolution seeking to remove any person appointed to replace Craig Willis and Wayne Bellman (respectively) as directors of your company between the date of the requisition and the date of the meeting are invalid. Those parts of the Fourth and Fifth Resolutions will therefore not be put and those resolutions will be put in the following form:
That, subject to the passage of the First Resolution, Second Resolution and the Third Resolution, Craig Willis be removed as a Director of Modena effective as and from the close of the Meeting ( “Fourth Resolution” ).
That, subject to the passage of the First Resolution, Second Resolution and the Third Resolution, Wayne Bellman be removed as a Director of Modena effective as and from the close of the Meeting ( “Fifth Resolution” ).
In addition, in the Board’s view, the proposed Sixth Resolution is invalid in its entirety and will not be put to the meeting.
Please vote
With your ongoing valued support, your company will be in a strong position to benefit from the inevitable recovery from the current global financial crisis and its dramatic impact on the world’s equity and commodity markets.
The resolutions in your Notice are critical decisions that will determine the future of your company. I urge you to exercise your right to vote by either attending the meeting in person or lodging your proxy form before 10am (Perth time) on 1 April 2009.
Yours sincerely
Wayne Bellman Chairman
Suite B 150 Hay Street Subiaco Western Australia 6008 Phone 08 9388 8439 Fax 08 9388 8450
744897