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EVT LIMITED — Proxy Solicitation & Information Statement 2015
Nov 11, 2015
64888_rns_2015-11-11_e4492afa-d31a-4031-a9d8-13db481df2bf.pdf
Proxy Solicitation & Information Statement
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AMALGAMATED HOLDINGS LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING
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ABN 51 000 005 103
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Notice is hereby given that an Extraordinary General Meeting of the shareholders of Amalgamated Holdings Limited (the “ Company ”) will be held in the Reel Room, State Theatre Building, 49 Market Street, Sydney NSW 2000 on Thursday 17 December 2015 at 9:30am (Sydney time).
CHANGE OF COMPANY NAME
To consider and, if thought fit, pass the following resolution as a special resolution:
That, for the purposes of section 157(1) of the Corporations Act 2001 (Cth) ( Corporations Act ) and for all other purposes, the Company’s name be changed to Event Hospitality and Entertainment Limited and that, for the purposes of section 136(2) of the Corporations Act and for all other purposes, all references to “Amalgamated Holdings Limited” in the Company’s constitution be replaced with references to “Event Hospitality and Entertainment Limited”.
Please refer to the accompanying Explanatory Notes for further information regarding the change of Company name.
By order of the Board:
DAVID STONE Company Secretary Sydney, 12 November 2015
EXPLANATORY NOTES
These Explanatory Notes form part of the Notice of Meeting and are intended to provide shareholders of the Company with information to assess the merits of the proposed resolution.
The directors recommend that shareholders read these Explanatory Notes in full before making any decision in relation to the resolution.
CHANGE OF COMPANY NAME
In accordance with section 157(1) of the Corporations Act, if a company wants to change its name, it must pass a special resolution adopting a new name.
It is proposed that shareholders approve the Company’s name being changed from Amalgamated Holdings Limited to Event Hospitality and Entertainment Limited. The Board has approved this change of name subject to the approval of shareholders. The proposed new name will better reflect the nature of the Group’s operations.
The resolution is a special resolution and, therefore, requires approval of 75% or more of all votes cast by shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a member which is a corporation, by a representative).
In accordance with section 157(3) of the Corporations Act, the change of name will take effect when ASIC alters the details of the Company’s registration. The name Event Hospitality and Entertainment Limited has been reserved by the Company.
The Board will also request that ASX change the Company’s ASX listing code from “AHD” to “EVT” after the change of name takes effect. The ASX Listing Code “EVT” has been reserved by the Company.
Recommendation
The Board unanimously recommends that shareholders vote in favour of the Resolution.
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VOTING ENTITLEMENTS
Directors have determined that the shareholding of each shareholder for the purposes of ascertaining the voting entitlements for the Extraordinary General Meeting will be as it appears in the Share Register at 7pm (Sydney time) on Tuesday 15 December 2015. Accordingly, share transfers registered after that time will be disregarded in determining entitlement to attend and vote at the Extraordinary General Meeting.
PROXIES
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A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company.
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A proxy may be an individual or body corporate. If a shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:
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appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act; and
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provides satisfactory evidence of the appointment of its corporate representative.
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If such evidence is not received prior to admission to the meeting, the body corporate (through its representative) will not be permitted to act as a proxy.
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On a poll, shareholders have one vote for every fully paid ordinary share held. On a show of hands, every person present and qualified to vote has one vote.
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If a shareholder is entitled to cast two or more votes, they may appoint not more than two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder’s votes. If it is desired to appoint two proxies, then shareholders should follow the instructions specified on the proxy form.
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If a shareholder appoints more than one proxy, neither proxy may vote on a show of hands if more than one proxy attends the meeting. Both proxies may only exercise votes on a poll in respect of the shares or voting rights that they represent.
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A representative of a company attending the meeting must present satisfactory evidence of his or her appointment to attend on its behalf prior to admission to the meeting, unless previously lodged with the share registry of the Company.
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A shareholder may appoint the Chairman of the Meeting as their proxy by nominating him in the proxy form. If a shareholder returns their proxy form but does not nominate the identity of their proxy, the Chairman of the Meeting will automatically be appointed as their proxy. If a shareholder returns their proxy form but their nominated proxy does not attend the meeting, then their proxy will revert to the Chairman of the Meeting. If a resolution is determined on a poll and a shareholder’s nominated proxy is either not recorded as attending the meeting or does not vote on the resolution in accordance with any directions, the Chairman of the Meeting is taken, before voting on the resolution closes, to have been appointed as the shareholder’s proxy for the purposes of voting on the resolution.
SUBMITTING PROXY FORMS
The Proxy Form (which accompanies this Notice of Meeting) can be submitted to the share registry of the Company, Computershare Investor Services Pty Limited:
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by mail to Computershare Investor Services Pty Limited GPO Box 242, Melbourne, Victoria 3001 Australia;
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by facsimile to 1800 783 447 (within Australian) or +61 3 9473 2555 (outside Australia); or
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online at www.investorvote.com.au.
In order to be effective, Proxy Forms must be received not later than 48 hours before the commencement of the meeting, that is no later than 9.30am (Sydney time) on Tuesday 15 December 2015 . If the appointment of a proxy is signed by the appointor’s attorney, the original authority under which the appointment was signed or a certified copy of the authority must also accompany the Proxy Form.
AMALGAMATED HOLDINGS LIMITED
ABN 51 000 005 103
Lodge your vote:
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Online:
www.investorvote.com.au
By Mail:
Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia
T 000001 000 AHD
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only (custodians) www.intermediaryonline.com
For all enquiries call:
(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000
Proxy Form
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Vote online
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Go to www.investorvote.com.au or scan the QR Code with your mobile device.
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• Follow the instructions on the secure website to vote.
Your access information that you will need to vote:
Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
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For your vote to be effective it must be received by 9:30am (Sydney time), Tuesday 15 December 2015.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
Appointing the Chairman as proxy: If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you leave Step 1 blank, or your named proxy does not attend the meeting or does not vote on a poll in accordance with your instructions, the Chairman of the Meeting will be your proxy.
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite the item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box your vote will be invalid.
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 Step 1 overleaf.
Signing Instructions for Postal Forms
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 should sign.
Power of Attorney: If you sign this form under Power of Attorney and have not already lodged the Power of Attorney with Computershare, 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.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate securityholder or corporate 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 Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".
A proxy need not be a securityholder of the Company.
GO ONLINE TO VOTE, or turn over to complete the form
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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Proxy Form
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.
I 9999999999 I ND
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Please mark
to indicate your directions
Appoint a Proxy to Vote on Your Behalf
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I/We being a member/s of Amalgamated Holdings Limited hereby appoint
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the Chairman of the Meeting
OR
PLEASE NOTE: Leave this box blank if 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, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Amalgamated Holdings Limited to be held in the Reel Room, State Theatre Building, 49 Market Street, Sydney NSW 2000 on Thursday 17 December 2015 at 9:30am (Sydney time) and at any adjournment or postponement of that Meeting.
Item of Business
PLEASE NOTE: If you mark the Abstain box for the item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
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For Against Abstain
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1 Change of Company name
The Chairman of the Meeting intends to vote undirected proxies in favour of the item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on the resolution, in which case an ASX announcement will be made.
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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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