AI assistant
ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. — Proxy Solicitation & Information Statement 2008
Aug 7, 2008
64819_rns_2008-08-07_686ac21d-dc95-46f8-bd35-a26a70f5c925.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Environmental Clean Technologies Limited
ABN 28 009 120 40
8 August 2008
Dear Shareholder,
As you are aware, ECT is proposing to issue convertible notes (Notes) under a form of equity financing arrangement.
As part of the equity financing arrangements, ECT proposes to issue the Notes to Pacific Capital Value Fund (Pacific Capital), a fund managed by Pacific Capital Investment Management. The Notes are convertible redeemable debt securities with no coupon (i.e. no interest is payable on the Notes). The Notes will be issued in a series of Tranches, and may be converted by Pacific Capital at any time up to the final maturity date, which is 36 months after the Tranche 1 issue. As requested by the Company, there is a restriction on issuing more than $2m worth of Notes in the first 6 months following the subscription of the first tranche of Notes. There are several variables applicable to the conversion price. On conversion, Pacific Capital is to be issued with ordinary shares which are to be listed on the ASX. Notes which are not converted must be redeemed on the final maturity date.
Under its arrangements with Pacific Capital, the Company is required to arrange for key shareholders to enter into a share lending agreement with Pacific Capital (Share Lending Agreement). Under the Share Lending Agreement, the shareholders will place shares with a custodian to facilitate the issuance, conversion and hedging of the Notes.
The Board considers it appropriate to offer shareholders who participate in these share lending arrangements a facilitation payment equivalent to 5% of the shares provided.
The Company would like to make the opportunity to participate in the share lending arrangements available to a range of shareholders, and accordingly invites shareholders who are interested in participating to register their interest by contacting the Company Secretary, Jan Macpherson at [email protected] or +61 3 96840888.
The Board reserves the right to allocate participation in the share lending arrangements entirely in its discretion.
Yours sincerely
Dave Woodall Chairman
Level 13 ! 222 Kingsway ! South Melbourne ! Victoria 3205 ! Australia ! +61(0)3 96840801! www. etcltd.com.au
ABN 28 009 120 405
Environmental Clean Technologies Limited
NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM
TO BE HELD AT:
Deloitte Touche Tohmatsu
Level 14, 180 Lonsdale Street, Melbourne, Victoria At 3pm on Wednesday, 10th September 2008
TO BE VALID, THE PROXY FORM ENCLOSED FOR USE AT THE MEETING MUST BE COMPLETED AND RETURNED NO LATER THAN 3 PM ON MONDAY 8TH SEPTEMBER 2008
IMPORTANT
This document is important and requires your immediate attention. It should be read in its entirety. If you are in doubt as to the course you should follow, you should consult your legal, financial or other professional adviser immediately.
Contents
| Chairman’s Letter | 2 |
|---|---|
| Notice of General Meeting | 3 |
| Explanatory Memorandum | 6 |
| Glossary | 10 |
| Annexure – Summary of Convertible Notes Terms and Conditions | 11 |
A proxy form is enclosed separately
Environmental Clean Technologies Limited
Chairman’s Letter
8 August 2008
Dear Shareholder
Environmental Clean Technologies has entered into an equity financing arrangement with Pacific Capital Value Fund and its manager Pacific Capital Management Limited ( Pacific Capital ). Under the arrangement, Environmental Clean Technologies will issue Convertible Notes to Pacific Capital in order to raise capital.
The number of Convertible Notes to be issued may exceed the 15% limit in the ASX Listing Rules. This limit does not apply to an issue approved by shareholders, and accordingly the Company is seeking shareholder approval for the issue of the Convertible Notes and the Shares to be issued on conversion of the Convertible Notes.
The arrangements with Pacific Capital are expected to result in a total capital raising of $10m exclusive of the costs and fees payable to Pacific Capital and the Company’s advisers.
The funds raised by the issue of the Convertible Notes will be used to progress the Company’s business strategy as previously announced to the market. The bulk of the funds will be used in further commercialisation of the Coldry technology, including ongoing feasibility studies and design work for the proposed 150,000 tonne demonstration plant, and preparation for a further capital raising to fund the acquisition of the Coldry technology and construction of the demonstration plant. In addition, funds will be applied to further development of the Matmor technology and increasing the Company’s human resources particularly in product management, sales and marketing.
The Directors believe that entering into the equity financing arrangement is in the best interests of shareholders and unanimously recommend that you approve Resolution 1 set out in the Notice of Meeting on the terms set out in the Explanatory Memorandum attached to it.
The Meeting will also consider the approval of other share issues and a small increase in the aggregate amount of fees that may be paid to the non-executive Directors. This Meeting has been specifically called to consider these issues and is not in substitution for the 2008 Annual General Meeting, which will be held in late November.
The equity financing arrangements require a share lending facility to be provided to Pacific Capital. The Company is offering shareholders the opportunity to participate in these arrangements. More detail is included in the Explanatory Memorandum in relation to Resolution 1 and the letter to shareholders accompanying this Notice of Meeting.
I encourage you to read the Explanatory Memorandum in full and look forward to seeing you at the General Meeting on 10 September 2008.
Yours sincerely
Dave Woodall Chairman
Page 2 of 11
www.ectltd.com.au
Environmental Clean Technologies Limited
Notice of General Meeting
A General Meeting of Environmental Clean Technologies Limited (ACN 009 120 405) will be held at Deloitte Touche Tohmatsu, Level 14, 180 Lonsdale Street, Melbourne, Victoria, on 10 September 2008 at 3 pm, Melbourne time.
The business of the Meeting is to consider and, if thought fit, pass the following resolutions:
1. Resolution 1 - Issue of Convertible Notes
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 4 Tranches of convertible notes to Pacific Capital Value Fund (with a value per Tranche of $500,000) and the issue of fully paid ordinary shares in the Company upon the conversion of those convertible notes (as determined under the terms of the convertible notes) on the terms and conditions described in the Explanatory Memorandum accompanying this Notice of Meeting.”
2. Resolution 2 - Issue of shares and options
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, shareholders approve the issue of 23,966,490 shares and 2,801,623 options as described in the Explanatory Memorandum accompanying this Notice of Meeting.”
3. Resolution 3 - Remuneration of non-executive Directors
To consider and, if thought fit, to pass the following as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.17, clause 13.8 of the Constitution and for all other purposes, shareholder approval be given to pay non-executive Directors of the Company a maximum aggregate remuneration of $250,000 per annum.”
4. Resolution 4 - Re-election of Mr Dave Woodall
To consider and, if thought fit, to pass the following as an ordinary resolution:
“That for the purposes of clause 13.4 of the Constitution Mr Dave Woodall be re-elected as a Director.”
5. Resolution 5 – Re-election of Mr Dennis Brockenshire
To consider and, if thought fit, to pass the following as an ordinary resolution:
“That for the purposes of clause 13.4 of the Constitution Mr Dennis Brockenshire be re-elected as a Director.”
6. Other Business
To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act.
Voting exclusion statement
As required by the ASX Listing Rules, the Company will disregard the votes cast on Resolution 1 by any person who has interest in Pacific Capital or its associates or in the issue of securities to Pacific Capital or its associates, Resolution 2 by any person who was issued with the securities and Resolution 3 by any Director. However, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
Page 3 of 11
www.ectltd.com.au
Environmental Clean Technologies Limited
- (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
Explanatory Memorandum
The accompanying Explanatory Memorandum forms part of this Notice of General Meeting and should be read in conjunction with it. A Glossary of terms used in this Notice of General Meeting and Explanatory Memorandum is in the Explanatory Memorandum
By order of the Board
Kos Galtos Chief Executive Officer 8 August 2008
Page 4 of 11
www.ectltd.com.au
Environmental Clean Technologies Limited
NOTES REGARDING PROXIES AND VOTING
Appointing a proxy
A shareholder who is entitled to attend and vote can appoint a proxy to attend and vote at the Meeting on their behalf. A proxy need not be a shareholder.
A shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If proportions or numbers are not specified, each proxy may exercise half the available votes.
For an appointment of a proxy to be effective, the proxy's appointment (and, if the appointment is signed by an attorney, the authority under which it was signed or a certified copy of the authority) must be received by Environmental Clean Technologies’ share registry by 3pm on Monday, 8th September 2008. A proxy form is included with this Notice. If you require a second proxy form, please contact Environmental Clean Technologies’ share registry or you may copy the proxy form.
Proxy forms may be lodged using the reply paid envelope or by posting, delivery or facsimile to Environmental Clean Technologies’ share registry as follows:
Environmental Clean Technologies Limited C/- Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross Western Australia 6153
Facsimile: (08) 9315 2233
Corporate shareholders
Corporate shareholders wishing to appoint a representative to attend the Meeting on their behalf must provide that person with a properly executed letter confirming that they are authorised to act as the company's representative. The authorisation may be effective either for this Meeting only or for all meetings of Environmental Clean Technologies.
Eligibility to vote at the Meeting
For the purpose of Regulation 7.11.37 of the Corporations Regulations 2001, Environmental Clean Technologies has determined, for the purposes of voting entitlements at the Meeting, that Environmental Clean Technologies’ shares are taken to be held by those shareholders registered at 3pm Melbourne time on Monday, 8 September 2008. Accordingly, only those persons will be entitled to attend and vote at the Meeting.
Registration
If you are attending the Meeting, please bring your personalised proxy form with you. If you do not bring your form with you, you will still be able to attend the Meeting, but on registration, representatives from the Company’s share registry will need to verify your identity.
How undirected proxies held by the Chairman of the Meeting will be voted
The Chairman of Environmental Clean Technologies will chair the Meeting and will vote undirected proxies in favour of each Resolution. Environmental Clean Technologies encourages all shareholders who submit proxies to direct their proxy how to vote on the Resolutions.
Page 5 of 11
www.ectltd.com.au
Environmental Clean Technologies Limited
Explanatory Memorandum
This Explanatory Memorandum (which is included in, and forms part of, the Notice of General Meeting) is provided to shareholders to explain the resolutions to be put to shareholders at the General Meeting and to assist shareholders to determine how they wish to vote on the resolutions. The General Meeting will be held at Deloitte Touche Tohmatsu, Level 14, 180 Lonsdale Street, Melbourne, Victoria on Wednesday, 10th September 2008 at 3pm, Melbourne time.
Resolution 1 - Issue of Convertible Notes
Environmental Clean Technologies has entered into an equity financing arrangement with Pacific Capital Value Fund and its manager Pacific Capital Management Limited ( Pacific Capital ). Under the arrangement, Environmental Clean Technologies will issue Convertible Notes to Pacific Capital.
The number of Convertible Notes to be issued may exceed the 15% limit in Listing Rule 7.1 of the ASX Listing Rules. This limit does not apply to an issue approved by shareholders, and accordingly the Company is seeking shareholder approval for the issue of the Convertible Notes and the Shares to be issued on conversion of the Convertible Notes.
The arrangements with Pacific Capital are expected to result in a total capital raising over a maximum 36 month period of $10m exclusive of costs and fees payable to Pacific Capital and the Company’s corporate advisers.
The Convertible Notes will be issued in Tranches of $500,000 each. Resolution 1 is to approve the issue of up to 4 Tranches of Convertible Notes. The Directors expect to seek shareholder approval for additional issues of Convertible notes at the AGM to be held in late November. Shareholder approval is only required for the issue of Convertible Notes if the issue crosses the 15% threshold in ASX Listing Rule 7.1 (see below). Accordingly, a number of Tranches may be issued without further shareholder approval.
The funds raised by the issue of the Convertible Notes will be used for:
-
(1) further commercialisation of the Coldry technology, including ongoing feasibility studies and design work for the proposed 150,000 tonne demonstration plant;
-
(2) preparation for a further capital raising to fund the acquisition of the Coldry technology and construction of the demonstration plant;
-
(3) further development of the Matmor technology; and
-
(4) increasing the Company’s human resources particularly by recruiting a Product Manager, a Business Development Manager and specialised sales support staff. The new staff will be devoted primarily to the commercialisation of the Coldry technology.
ASX Listing Rule 7.1
Subject to a number of exceptions, ASX Listing Rule 7.1 limits the number of securities that a company may issue or agree to issue without shareholder approval in any 12 month period to 15% of its issued securities. Shareholder approval is required for the issue of the Convertible Notes under ASX Listing Rule 7.1 if the issue of the Convertible Notes or Shares on the conversion of the Convertible Notes will exceed this limit.
If shareholder approval is obtained under Resolution 1:
-
the issue of up to 4 Tranches of Convertible Notes and Shares issued on their conversion will be excluded from the calculation of the 15% limit under ASX Listing Rule 7.1; and
-
all of the Convertible Notes referred to above may be converted into Shares without further approval from shareholders.
Information required for shareholder approval
In accordance with ASX Listing Rules 7.1 and 7.3, the following information is provided for shareholders:
- The number of Convertible Notes that will be issued with shareholder approval under Resolution 1 will be up to 4 Tranches of $500,000.
The Company proposes to issue a maximum of A$10 million of Convertible Notes to Pacific Capital, via a total of 20 Tranches, each with a denomination of A$500,000 over a period of 36 months. The
Page 6 of 11
www.ectltd.com.au
Environmental Clean Technologies Limited
maximum number of Shares that the Company will issue on conversion of the Convertible Notes is 666,666,667 Shares, based on the minimum conversion price of the Convertible Notes of A$0.015.
The conversion price is at the discretion of Pacific Capital either:
-
(1) 125% of 30 day VWAP (broadly, at the time of issue of the Notes); or
-
(2) 90% of the VWAP per share on any 5 consecutive trading days (selected by Pacific Capital) during the 30 days immediately preceding conversion,
-
with a 1.5 cent minimum conversion price.
-
All of the Convertible Notes approved under Resolution 1 will be issued within 3 months of the date of the meeting (i.e. no later than 10 December 2008).
-
The issue price of the Convertible Notes is A$500,000 per Tranche.
-
The allottee of the Convertible Notes is Pacific Capital Value Fund or a related body corporate of Pacific Capital Value Fund.
-
The terms of the Convertible Notes are described below.
-
The funds raised by the issue of the Convertible Notes will be used for:
-
(1) further commercialisation of the Coldry technology, including ongoing feasibility studies and design work for the proposed 150,000 tonne demonstration plant;
-
(2) preparation for a further capital raising to fund the acquisition of the Coldry technology and construction of the demonstration plant;
-
(3) further development of the Matmor technology; and
-
(4) increasing the Company’s human resources particularly by recruiting a Product Manager, a Business Development Manager and specialised sales support staff. The new staff will be devoted primarily to the commercialisation of the Coldry technology.
Terms of the Convertible Notes
The Convertible Notes are convertible redeemable debt securities with no coupon (ie no interest is payable on them). On conversion Pacific Capital is to be issued with Shares which are to be listed on ASX. Convertible Notes which are not converted must be redeemed by the Company at 100% of their principal amount on the Final Maturity Date, which is 36 months after the Tranche 1 issue.
The Convertible Notes may be converted into Shares any time before the Final Maturity Date. There are several variables applicable to the conversion price (discussed above).
Pacific Capital and shareholders of the Company will enter into a Share Lending Agreement for 3 years with respect to 10,000,000 shares in the Company, to be placed with a custodian nominated by Pacific Capital. Shareholders will be invited to express interest in participating in these arrangements. The Company will issue shareholders who lend their shares further shares totalling 5% of the number they lend per annum (so a lender of 100,000 shares will receive them back at the end of the 3 year period and will also receive 5000 shares each year by way of a facilitation payment).
A further summary of the terms of the Convertible Notes is contained in the Annexure. The full terms and conditions of the Convertible Notes will be able to be obtained from the Environmental Clean Technologies website at www.ectltd.com.au or the ASX website at www.asx.com.au. Shares issued on conversion of the Convertible Notes will have the same terms and rank equally with existing issued Shares and will be quoted by the ASX.
Resolution 2 – Approval of other share issues
ASX Listing Rule 7.1 also allows shareholders of a listed company to approve prior issues of shares to restore the 15% limit.
In the general meeting on 10 October 2007 shareholders approved a $15,000,000 equity line of credit provided by Fortrend Securities Pty Ltd ( Fortrend ) via a Standby Subscription Agreement. The amount of capital raised and the equity consideration were unknown at the time of that general meeting as a formula
Page 7 of 11
www.ectltd.com.au
Environmental Clean Technologies Limited
based on the Volume Weighted Average Prices applied. This resolution approves the issues of shares and options that have been made under the Fortrend equity line of credit, enabling restoration of the 15% limit in ASX Listing Rule 7.1.
The Company made two drawdowns under the Standby Subscription Agreement with Fortrend in December 2007 and June 2008 and issued a total of 11,166,490 shares and 2,791,622 options to associated entities of Fortrend. These issues enabled the Company to raise $1,193,177 for operational expenses. The equity issued was reflected in Appendix 3Bs lodged with the ASX on 8 January 2008 and 4 June 2008.
In accordance with ASX Listing Rules 7.1, 7.4 and 7.5, the following information is provided for shareholders with respect to the 8 January 2008 issue:
-
The number of securities allotted was 5,009,910 shares and 1,262,478 options.
-
The price for the securities was $624,125 for the shares and $0 for the options.
-
The terms of the securities issued were that the shares were ordinary shares and the options are exercisable for ordinary shares at 15.22c per share and expire 12 December 2010.
-
The name of the allottees were Alpha Capital Anstalt and Fortrend Small Cap Investors Ltd.
-
The funds were raised to fund the operations of the Company, particularly the preparation and design of the scaled up demonstration plant.
In accordance with ASX Listing Rules 7.1, 7.4 and 7.5, the following information is provided for shareholders with respect to the 4 June 2008 issue:
-
The number of securities allotted was 6,156,580 shares and 1,539,145 options.
-
The price for the securities was $569,052.69 for the shares and $0 for the options.
-
The terms of the securities issued were that the shares were ordinary shares and the options are exercisable for ordinary shares at 11.3c per share and expire 12 December 2010.
-
The name of the allottees were Alpha Capital Anstalt and Fortrend Small Cap Investors Ltd. 5. The funds were raised as a drawdown on the Standby Subscription Agreement and were primarily used to fund the preparation of a feasibility study for the scaled up demonstration plant.
The Company also raised a further $640,000 capital in April 2008 through clients of Phillip Capital and Intersuisse Ltd. This was announced to the ASX on 30 April 2008 by way of an Appendix 3B.
In accordance with ASX Listing Rules 7.1, 7.4 and 7.5, the following information is provided for shareholders: 1. The number of securities allotted was 12,800,000 shares.
-
The price that the securities was issued was 5c per share.
-
The terms of the securities were ordinary shares.
-
The names of the allottees were:
-
(1) Mr Alex MacPherson;
-
(2) Deboer Holdings Pty Ltd;
-
(3) McNichol Pty Ltd;
-
(4) Tilstar Investments Pty Ltd;
-
(5) Mr Alex Elberg;
-
(6) Mr Giovani Spagnolo;
-
(7) Mr Daniel Milson;
-
(8) Kit Foo Chye;
-
(9) Smith Super Investments Pty Ltd;
-
(10) Lukin Pty Ltd;
-
(11) Robert Co Pty Ltd;
-
(12) JB No 2 Pty Ltd; and
-
(13) Jackson St Pty Ltd.
-
The funds were raised to fund ongoing operating expenses leading to the construction of the Coldry demonstration plant in the La Trobe Valley.
Page 8 of 11
www.ectltd.com.au
Environmental Clean Technologies Limited
Resolution 3 - Non-executive Directors’ remuneration
The Constitution allows payment to non-executive Directors, out of the funds of the Company, by way of remuneration for their services as Directors, of such sum as may be determined by the Company in general meeting. The Annual General Meeting in November 2001 determined that the total fee payable to all nonexecutive Directors of the Company be increased to $200,000 per annum. It has not been changed since that time.
Resolution 3 proposes that the aggregate amount of directors’ fees paid to non-executive Directors be set at a maximum of $250,000 and seeks shareholder approval for that amount. This will enable appointment of further non-executive Directors with the experience to underpin the Company’s momentum to production. It is anticipated that an additional two experienced listed public company directors will be appointed in the near future, to provide necessary support as the Company commences construction of the Coldry commercial demonstration plant.
Resolution 4 – Appointment of Mr Dave Woodall
The Constitution provides that a director who was appointed as a Director by the Board under clause 13.4 only holds office until the next general meeting, but is then eligible for re-election. Mr Woodall was appointed as a Director on 22 April 2008 and offers himself for re-election at the Meeting.
Dave Woodall has served as Chairman of the Queensland China Council. He is a Fellow of both the Australian Institute of Directors and Australian Institute of Management and has an outstanding mining and energy industry business history holding senior roles in MIM and international mining commodity trading company, Mintrade Pty Ltd. He is a well seasoned and award winning CEO and company director with significant knowledge of corporate governance and corporate law. He has considerable non-executive Board experience and has greatly contributed to community organisations and was awarded ‘Not-for-Profit CEO of the Year’ for his work with the Abused Child Trust.
Resolution 5 – Appointment of Dr Dennis Brockenshire
The Constitution provides that a director who was appointed as a Director by the Board under clause 13.4 only holds office until the next general meeting, but is then eligible for re-election. Dr Brockenshire was appointed as a Director on 2 May 2008 and offers himself for re-election at the Meeting.
Dr Brockenshire has a PhD in Technology as well as an MBA and a Commerce degree and is a fellow of the Australian Institute of Company Directors and Institute of Engineers Australia. He has more than 35 years experience in senior management positions including 13 years as Managing Director of Barwon Water, and 15 years experience in the power industry.
Recommendation
The Board unanimously recommends that shareholders vote in favour of the Resolutions.
Page 9 of 11
www.ectltd.com.au
Environmental Clean Technologies Limited
Glossary
In this Notice and Explanatory Memorandum:
ASX means ASX Limited ACN 008 624 691;
ASX Listing Rules means the listing rules of the ASX;
Board means the board of Directors;
Convertible Notes means the convertible notes proposed to be issued by the Company to Pacific Capital;
Corporations Act means the Corporations Act 2001 (Cth);
Directors means the directors of the Company from to time;
Explanatory Memorandum means the explanatory memorandum which accompanies, and is incorporated as part of, the Notice of Meeting;
Environmental Clean Technologies or Company means Environmental Clean Technologies Limited ACN 009 120 405;
Final Maturity Date means that date that is 36 months from Pacific Capital’s subscription for the first Tranche of Convertible Notes;
General Meeting and Meeting mean the general meeting of the Company to be held at 3pm on Wednesday, 10th September 2008;
Pacific Capital means Pacific Capital Value Fund, and its manager Pacific Capital Investment Management Limited Company No. 05836809 of 39 James Street, London, UK SW1 A1JD;
Resolution means the resolution to be put to shareholders at the Meeting, as set out in the Notice of General Meeting;
Shares means fully paid ordinary shares in the capital of the Company; and
VWAP means the volume weighted average price of Shares traded on the securities market operated by ASX.
Page 10 of 11
www.ectltd.com.au
Environmental Clean Technologies Limited
Annexure
Summary of the Convertible Notes’ Terms and Conditions
This is a summary only of the key principle features of the Convertible Notes. A full copy of the terms of the Convertible Notes will be able to be obtained from the Environmental Clean Technologies website at www.ectltd.com.au or the ASX website, www.asx.com.au.
Issuer Environmental Clean Technologies Limited The Convertible Notes 0.00% convertible notes due 2011. Interest Rate 0.00% per annum Conversion Right Pacific Capital has the absolute discretion at anytime from the respective Closing Dates of the Tranches up to the close of business on the day one week prior to the Final Maturity Date to decide on the dates to convert the Convertible Notes. Conversion Price Conversion Price is subject to variation at discretion of the Purchaser: (1) 125% of 30 day VWAP (broadly, at the time of issue of the Convertible Notes); or (2) 90% of 5 /30 day VWAP on conversion, with a 1.5 cent minimum conversion price. Maturity Date The Final Maturity Date is 36 months from the date of issue of the Tranche 1 Convertible Notes (expected to be September 2008) Mandatory Redemption by the Company Convertible Notes which are not converted by Pacific Capital must be redeemed by the Issuer at 100% of their principal amount on the Final Maturity Date Use of Proceeds Further commercialisation of the Coldry technology, including ongoing feasibility studies and design work for the proposed 150,000 tonne demonstration plant. Preparation for a further capital raising to fund the acquisition of the Coldry technology and construction of the demonstration plant. Further development of the Matmor technology.
Increasing the Company’s human resources particularly by recruiting a Product Manager, a Business Development Manager and specialised sales support staff. The new staff will be devoted primarily to the commercialisation of the Coldry technology.
Page 11 of 11
www.ectltd.com.au
-
Environmental Clean Technologies Limited
ABN 28 009 120 405 PROXY FORM
Security Transfer Registrars Pty Ltd
Postal Address: PO Box 535 Applecross WA 6953 Telephone: 08 9315 2333 Facsimile: 08 9315 2233 Email: [email protected] Web: www.ectltd.com.au
«HOLDER_NAME___» «ADDRESS_LINE_1__» «ADDRESS_LINE_2__» «ADDRESS_LINE_3__» «ADDRESS_LINE_4__» «ADDRESS_LINE_5__»
HIN/SRN No.: «HIN NO»
ASX Code: ESI
Meeting No.: «Meeting NO»
\
SECTION A: Appointment of Proxy
I/We being a member(s) of ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED and entitled to attend and vote hereby appoint:
!
The meeting Chairperson
(mark with an “X”)
OR
Name of the person you are appointing if this person is someone other than the Chairperson of the meeting.
or failing the person named, or if no person 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 Annual General Meeting of the Company to be held at 3pm on Wednesday 10 September 2008 at Deloitte Touche Tohmatsu, Level 14, 180 Lonsdale Street, Melbourne, Victoria and at any adjournment of that meeting.
SECTION B: Voting Directions to Your Proxy
Please mark with “X” in the box to indicate your voting directions to your Proxy:
Resolution
-
Issue of Convertible Notes
-
Issue of Shares and Options
-
Remuneration of non-executive Directors
-
Re-election of Mr Dave Woodall
-
Re-election of Mr Dennis Brockenshire
| For | Against | Abstain* |
|---|---|---|
| ! | ! | ! |
| ! | ! | ! |
| ! | ! | ! |
| ! | ! | ! |
| ! | ! | ! |
| ! | ! | ! |
| ! | ! | ! |
| ! | ! | ! |
| ! | ! | ! |
| ! | ! | ! |
If no directions are given my proxy may vote as the proxy thinks fit or may abstain.
-
If you mark the Abstain box for a particular 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 on a poll.
!
If you wish to appoint the Chairman as your Proxy and you do not wish to direct the Chairman how to vote, please mark an “X” in the box.
By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolutions and votes cast by him
other than as proxy holder will be disregarded because of that interest. If you do not mark this box and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolutions and your votes will not be counted in calculating the required majority if a poll is called on any of the resolutions.
SCTION C: Please Sign Below
This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
==> picture [520 x 33] intentionally omitted <==
----- Start of picture text -----
Individual or Security Holder 1 Security Holder 2 Security Holder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
----- End of picture text -----
! Change of Name or Address: Please note: CHESS sponsored holders must notify their sponsoring broker of the change. Your broker will notify the registry. If your registration details are incorrect, please mark this box and make the correction on this form.
"
"
PRX: 700
My/Our contact details in case of enquiries are: Contact Name
Contact Number
Shareholders are entitled to appoint up to two (2) Proxies (whether shareholders or not) to attend the meeting and vote on their behalf.
If you wish to appoint two (2) Proxies, please phone Security Transfer Registrars on +61 8 9315 2333 to obtain your second proxy form. Both forms must be completed with the nominated amount (number/percentage) clearly printed on each of the forms. If you do not specify the nominated amount, each Proxy may exercise half of your voting rights.
PLEASE RETURN BOTH OF THE FORMS TOGETHER.
NOTES
1. Name and Address This is the name and address on the Share Register of ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.
2. Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your Proxy please mark ‘X’ in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairman as your Proxy.
If the person you wish to appoint as your Proxy is someone other than the Chairman of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairman of the Meeting will be your Proxy. A Proxy need not be a Shareholder of ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED.
3. Directing your Proxy how to vote To direct the Proxy how to vote place an ‘X’ in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.
4. Appointment of a Second Proxy You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy an additional proxy form may be obtained by telephoning the Company’s Share Registry (08) 9315 2333 or you may photocopy this form.
To appoint a second Proxy you must:
-
(a) On each of the first Proxy form and the second proxy form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and
-
(b) Return both forms in the same envelope.
5. Signing Instructions
Individual: where the holding is in one name, the Shareholder must sign.
Joint Holding : where the holding is in more than one name all of the Shareholders must sign.
Power of Attorney : to sign under Power of Attorney you must have already lodged this document with the Registry. If you have not previously lodged this document for notation, 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 may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.
If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company’s Share Registry.
Lodgement of Proxy
This proxy form (and any power of attorney under which it is signed) must be received no later than 3pm on Monday 8 September 2008 being 48 hours before the time for holding the meeting. Any proxy form received after that time will not be valid for the scheduled meeting. Please lodge the proxy form with the Company’s Share Registry, you are encouraged to submit your proxy by mail or fax 08 9315 2233. The addresses of Security Transfer are as follows:
By mail: Security Transfer Registrars Pty Ltd PO Box 535 Applecross WA 6953 By hand: Suite 1, 770 Canning Highway Applecross WA 6153 By Fax: + 61 8 9315 2233 By email: [email protected]