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First Graphene Ltd. — AGM Information 2011
Nov 15, 2011
35640_rns_2011-11-15_c989ea00-d994-4e59-844b-a1124b61ec03.pdf
AGM Information
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CHAIRMANS OUTLINE
2011 ANNUAL GENERAL MEETING OF SHAREHOLDERS ROBE AUSTRALIA LIMITED ABN 50 007 870 760
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To be held at:
3.30 pm (Melbourne Time) on Wednesday 16 November 2011,
Norton Rose Australia, Level 15, RACV Tower, 485 Bourke Street, Melbourne VIC 3000
1. WELCOME
Good afternoon ladies and gentlemen.
Welcome to the 2011 Annual General Meeting of Robe Australia Limited.
My name is Peter Reilly and I am the Chairman of Robe Australia Limited.
Quorum
As a quorum is present, I formally declare the meeting open.
Let me begin by introducing my fellow Directors. With me today are:
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Mr Shaun Stone, an Independent Non-Executive Director; and
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Mr Peter Bolitho, the Company Secretary.
Mr Robert Hodby, an Independent Non-Executive Director, joins us via a telephone conference facility from Perth.
Also with us are:
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Messrs Tony Pititto and Daniel Chew, from our Auditors Grant Thornton. On behalf of the Board of Directors, I wish to thank them both for their attendance and contribution to the governance of the Company; and
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Mr Rob Sultan, representing our lawyers Norton Rose Australia.
As Robe Australia Limited sold all its operating businesses during the 2009 Financial Year the operational and management activities of the Company have been outsourced and there are no other employees. As such, there will be no Managing Directors report.
2. CHAIRMANS OVERVIEW
FY 2011 has been one where the Company has focussed on completion of the disposal of its subsidiaries and sought to resolve and finalize any legacy issues that arose from the sale of its operating businesses in FY 2009. In addition, the Board has actively engaged with potential suitors who have proffered various alternatives in respect to utilization of the Robe shell.
After much consideration, the Board determined that the best course of action for shareholders was to support a recapitalization of the Robe structure put forward by
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Cunningham Peterson Sharbanee Securities. This strategy involved the placement of 100 million shares at 0.5 cents with a free attaching option exercisable at 1 cent on or before 31 December 2014, which was subsequently ratified by shareholders at a General meeting held on 28 June 2011. The Board also undertook a fully underwritten rights issue on the basis of 2 new Shares and free attaching options exercisable at 1 cent on or before 31 December 2014 for every 3 shares held. This issue closed substantially oversubscribed on 28 July 2011.
As a result of these capital raisings, the Board is pleased to welcome Mr Rob Hodby onto the Board and recommends that shareholders approve his appointment at the AGM to-day.
The Board announced on 11 October 2011 that it had executed an Option to acquire a Coal Exploration Licence in the Gobi-Altai Province in south-west Mongolia. The Board has a 60 day period in which to undertake due diligence on the project and the Board has received a geological report on the prospectivity of the Licence as announced to the ASX on 15 November 2011. Subject to completion of the due diligence in respect of the Mongolian coal asset, if the Board concludes that this is an asset worth purchasing, the Board will notify Shareholders of the need for a further Shareholders meeting to approve the acquisition of the asset. If the Option is exercised, it is likely that a further capital raising will be required to fund further exploration and development of the coal asset.
In addition, Robe is also assessing other resource assets which may be acquired in due course as Robe begins to develop a portfolio of resource interests. This strategy will be placed on hold whilst Robe and its advisors assess the prospectivity of the Mongolian licence.
The Group’s FY 2011 loss after tax was $10,007 (2010: $336,341 after tax).
Total gross revenue for Robe’s continuing operations was $60,633 for FY 2011 (2010: $41,683). This represented a wind down of all operations after the disposal of the operating businesses in FY 2009 and the subsequent disposal of the Australian Financial Services Licence ( AFSL ) holding entities effective 30 September 2010.
The Group announced to the ASX on 25 August 2010 that it had entered into negotiations with a potential investor who was seeking to acquire the underlying subsidiaries of the Group and assume the existing liabilities (contingent or otherwise) of the subsidiaries. This transaction was completed in October 2010.
The Group results in FY 2011 reflect costs of sustaining the Group following the sale of the underlying operations of Robe and its subsidiaries in October 2010. In part, this has included recovery of outstanding debtors, the sale of existing assets and negotiation with existing creditors including resolution of a number of outstanding client claims pertaining to past Australian Financial Services License ( AFSL ) activity and compliance with regulatory obligations.
During the year the Company continued to pursue the contingent assets reflected in the accounts and whilst both the matters are not at present resolved, I believe that we are closer to resolution in one and the Court process will dictate the outcomes of the other.
Finally, I would like to take this opportunity to thank our shareholders for your continuing support especially through a most difficult time that the Company has faced and look forward to your support as we embark on a strategy of restoring value to Robe, having recently successfully completed the aforementioned capital raising.
Peter Reilly Chairman, Robe Australia Limited 16 November 2011
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