FORESTA GROUP HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2014

Jun 10, 2014

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Leaf Energy Limited

ABN 18 074 969 056

NOTICE OF GENERAL MEETING

Monday 14 July 2014

11:00 a.m. (Brisbane time)

Grant Thornton, Fred Hollows Training Room King George Central, 145 Ann Street, Brisbane, Australia

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Part 1: Notice of General Meetin g

A general meeting of Members of Leaf Energy Limited will be held at the offices of Grant Thornton, Fred Hollows Training Room, King George Central, 145 Ann Street, Brisbane, Queensland on Monday 14 July 2014 commencing at 11:00 a.m. (Brisbane time).

Special business

Item 1 – Approval of Share placement

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, Members approve the issue of up to 21.4 million Shares to Sophisticated Investors, on the terms and conditions set out in the Explanatory Statement."

Item 2 – Ratification of prior Share issue

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Members approve the prior issue of 8,328,572 Shares to Sophisticated Investors, on the terms and conditions set out in the Explanatory Statement.”

Item 3 – Approval of Share issue to Dr Jay Hetzel as part payment of Directors’ fees

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Members approve the issue of 864,857 Shares to Dr Jay Hetzel, on the terms and conditions set out in the Explanatory Statement.”

Item 4 – Approval of Share issue to Charles Wilson as part payment of Directors’ fees

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Members approve the issue of 458,571 Shares to Charles Wilson, on the terms and conditions set out in the Explanatory Statement.”

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Voting exclusion statement

The Company will disregard any votes cast on:

• item 1 by:

• (i) a person who may participate in the proposed issue; and

• (ii) a person who might obtain a benefit, except a benefit solely in the capacity of a Member, if the resolution is passed,

and any associate of such person;

• item 2 by a person who participated in the issue and any associate of such person;

• item 3 by:

• (i) Dr Jay Hetzel and any associate of Dr Jay Hetzel; and

• (ii) proxy by Dr Jay Hetzel and any associate, and any Closely Related Party of Dr Jay Hetzel; and

• item 4 by:

• (i) Charles Wilson and any associate of Charles Wilson; and

• (ii) proxy by Charles Wilson and any associate, and any Closely Related Party of Charles Wilson.

However, the Company need not disregard a vote if 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

• 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).

Please refer to the important information about the appointment of proxies below.

Other information

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice and should be read in conjunction with it.

Proxies

Please note that:

• (a) a Member entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a Member;

• (c) a Member may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Member’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Member’s proxy; and

• (e) Members 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Member appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, a certificate of the appointment of corporate representative should be completed and lodged in the manner specified below.

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If proxy holders vote on a poll, they must cast all directed proxies as directed. Any directed proxies which are not voted on a poll will automatically default to the Chairman of the Meeting, who must vote the proxies as directed.

The Chairman of the meeting will vote all undirected proxies in favour of each resolution.

Proxy forms must be lodged by 11:00 a.m. (Brisbane time) on Saturday 12 July 2014.

Important information concerning proxy votes on items 3 and 4

The Corporations Act now places certain restrictions on the ability of Key Management Personnel and their Closely Related Parties to vote on items 3 and 4, including where they are voting as proxy for another Member.

To ensure that your votes are counted, you are encouraged to direct your proxy as to how to vote on items 3 and 4 by indicating your preference on the proxy form.

If you appoint the Chairman of the Meeting as your proxy but you do not direct the Chairman how to vote in respect of items 3 and 4, the Chairman will not be able to vote as your proxy unless you mark the box indicated on the proxy form to authorise the Chairman to vote on those items. Marking this box will authorise the Chairman to vote as your proxy on items 3 and 4 even though they are connected with the remuneration of Key Management Personnel and you have not directed the Chairman how to vote.

The Chairman intends to vote all undirected proxies in favour of items 3 and 4.

Corporate representatives

Any:

• corporate Member; or

• corporate proxy appointed by a Member,

which has appointed an individual to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry, Security Transfer Registrars Pty Limited, in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. An Appointment of Corporate Representative form is available by contacting the Company’s share registry, Security Transfer Registrars Pty Limited, on +61 8 9315 2333 during business hours.

If you have any queries on how to cast your votes, please call the Company’s share registry Security Transfer Registrars Pty Limited, on +61 8 9315 2333 during business hours.

Voting entitlements

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 , the Board has determined that a person’s entitlement to vote at the Meeting will be the entitlement of that person set out in the register of Members as at 7:00 pm (Brisbane time) on Thursday 10 July 2014. Accordingly, transactions registered after that time will be disregarded in determining Members’ entitlements to attend and vote at the Meeting.

By order of the Board of Directors

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Charles Furness Company Secretary

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Part 2: Ex lanator Statement p y

1 Introduction

This Explanatory Statement has been prepared for the information of Members in connection with the resolutions to be considered by them at the general meeting to be held at the offices of Grant Thornton, Fred Hollows Training Room, King George Central, 145 Ann Street, Brisbane, Queensland on Monday 14 July 2014 commencing at 11:00 a.m. (Brisbane time).

The purpose of this Explanatory Statement is to provide Members with the information known to the Company that the Board considers material to their decision on whether to approve the resolutions in the accompanying Notice. This document is important and should be read in conjunction with all of the information contained in this booklet, including the Notice.

Capitalised terms in this Explanatory Statement are defined in the Glossary in Section 3.

2 Special business

Item 1 – Approval of Share placement

Background

The Company is seeking to raise up to $750,000 by way of a placement of up to 21.4 million new Shares to Sophisticated Investors ( Placement ). The Placement will not be underwritten, however the Company has appointed Lodge Partners Pty Ltd as Lead Manager for the Placement.

Approval under ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that (subject to certain exceptions, none of which is relevant here) prior approval of Members is required for an issue of securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of shares on issue at the commencement of that 12 month period.

If item 1 is approved by Members, the Company will retain the flexibility to issue equity securities in the future up to its 15% capacity without the need to obtain prior Member approval.

Information required by the ASX Listing Rules

ASX Listing Rule 7.3 requires certain information to be given to Members. This information is supplied in the table below.

in the table below.
Number of Shares to be issued	21.4 million
Issue price	$0.035 per Share
Terms of the Shares	Fully paid ordinary shares.
Allottees	Sophisticated Investors to be identified by the Lead Manager and the Company.
Use of funds	Funds raised via the placement will be used to:  continue research and development of the Company’s “GlycellTM Process”;  continue development of the Company’s IP rights and patent position;  complete a feasibility study for an initial commercial scale demonstration plant; and  prepare a prospectus to fund the construction of the pilot plant.

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Allotment date

On completion of the Placement, but in any case no later than three months after the date of the meeting or such longer period permitted by ASX.

Directors’ recommendation

The Directors believe that the approval of the issue of Shares is beneficial for the Company. The Directors unanimously recommend that Members vote in favour of item 1.

Item 2 – Ratification of prior Share issue

Background

On 28 March 2014, the Company issued 8,328,572 Shares at an issue price of $0.035 per Share to:

• fund further work on commercialisation of the Glycerol Pre-treatment Technology;

• progress the formulation of a technical feasibility plan for the Glycerol Pre-treatment Technology; and

• provide the Company with working capital.

The Share issue took place pursuant to the Company’s available capacity under ASX Listing Rule 7.1. Ratification of the Share issue is now being sought pursuant to ASX Listing Rule 7.4.

Approval under ASX Listing Rule 7.4

As noted above, ASX Listing Rule 7.1 generally restricts listed companies from issuing more than 15% of their issued share capital in any 12 month period without shareholder approval.

ASX Listing Rule 7.4 is an exception to ASX Listing Rule 7.1 which provides that where a company in general meeting ratifies the previous issue of securities, provided that the previous issue did not breach ASX Listing Rule 7.1, those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

The reason for seeking an approval under ASX Listing Rule 7.4 is to reinstate the Company’s capacity to issue up to 15% of its issued Shares without the approval of its Shareholders in any 12 month period.

Information required by the ASX Listing Rules

ASX Listing Rule 7.5 requires certain information to be given to Members. This information is supplied in the table below.

Number of Shares issued	8,328,672.
Issue price	$0.035 per Share.
Terms of the Shares	Fully paid ordinary shares.
Allottees	Sophisticated Investors identified by the Company.
Use of funds	As noted above.

Directors’ recommendation

The Directors unanimously recommend that Members vote in favour of item 2.

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Items 3 and 4 – Approval of Share issues as part payment of Directors’ fees

Background

Dr Jay Hetzel will be owed $30,270 and Charles Wilson will be owed $16,050 in Directors’ fees as at 30 June 2014. To assist the Company to conserve its cash, Dr Hetzel and Mr Wilson have agreed that these fees be paid by way of Shares rather than in cash.

The Company has determined the number of Shares proposed to be issued by dividing the fees owing to each Director by an issue price of $0.035 per share. The price per Share is the same as the issue price of the proposed Share issue in item 1 and the prior Share issue in item 2.

Approval under ASX Listing Rule 10.11

ASX Listing Rule 10.11 prohibits the Company from issuing equity securities to a related party of the Company, such as a Director, without the Company obtaining Member approval, unless an exception applies. None of the exceptions to ASX Listing Rule 10.11 apply in respect of item 3.

As noted above, ASX Listing Rule 7.1 generally restricts listed companies from issuing more than 15% of their issued share capital in any 12 month period without shareholder approval. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

Information required by the ASX Listing Rules

ASX Listing Rule 10.13 requires certain information to be given to Members. This information is supplied in the table below.

Name of the person	Dr Jay Hetzel	Charles Wilson
Maximum number of Shares	864,857	458,571
Date by which the Shares will be issued	Within one month of the Meeting.
Issue price	$0.035 per Share.
Terms of the Shares	Fully paid ordinary shares.
Use of funds	N/A – to be issued in satisfaction of Directors’ fees owed to Dr Hetzel and Mr Wilson

Directors’ recommendation

The Directors, with Dr Hetzel abstaining, recommend that Members vote in favour of item 3.

The Directors, with Mr Wilson abstaining, recommend that Members vote in favour of item 4.

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3 Glossary

In this Explanatory Statement, and in the Notice, the following terms have the following meaning unless the context otherwise requires:

ASX means ASX Limited or the securities exchange operated by it, as the context requires.

ASX Listing Rules means the listing rules of ASX.

Board means the board of Directors.

Closely Related Party of a member of Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or of the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;

• (e) a company that the member controls; or

• (f) a person described by the Corporations Regulations 2001 (Cth).

Company means Leaf Energy Limited.

Corporations Act means Corporations Act 2001 (Cth).

Director means a director of the Company.

Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company and its subsidiaries, directly or indirectly, including any Director (whether executive or not).

Lead Manager means Lodge Corporate Pty Ltd.

Meeting means the general meeting of the Members convened pursuant to the Notice for the purposes of considering the resolutions set out in the Notice.

Member means a holder of Shares.

Notice means the notice in Part 1 pursuant to which the General Meeting is convened.

Placement means the issue of Shares the subject of item 1 of this Notice.

Shares means fully paid ordinary shares in the Company.

Sophisticated Investor means a person who satisfies the requirements of section 708(8) of the Corporations Act.

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