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HARRIS TECHNOLOGY GROUP LIMITED — AGM Information 2008
Oct 26, 2008
65074_rns_2008-10-26_652de06e-4914-44ad-a58d-37575f2d4b3e.pdf
AGM Information
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THIS IS AN IMPORTANT DOCUMENT
AND REQUIRES YOUR ATTENTION
If you are in doubt as to how to deal with it, please consult your financial or other professional adviser.
THE SWISH GROUP LIMITED ACN 085 545 973
NOTICE OF ANNUAL GENERAL MEETING
AND
EXPLANATORY MEMORANDUM
AND
PROXY FORM
Notice is given that the Annual General Meeting of The Swish Group Limited will be held at The Como Hotel, 630 Chapel Street, South Yarra, Victoria on 28 November 2008, commencing at 10.00 am.
This is an important document. Please read it carefully.
If you are unable to attend the Annual General Meeting, please complete the proxy form and return it in accordance with the instructions set out in that form.
LETTER TO SHAREHOLDERS
27 October 2008
Dear Shareholder
The Annual General Meeting of the Company will be held at 10.00 am on 28 November 2008 at The Como Hotel, 630 Chapel Street, South Yarra, Victoria.
At the Annual General Meeting, the financial statements for the Company for the year ended 30 June 2008 will be tabled and shareholders will be given the opportunity to raise any issues or ask any questions concerning the financial statements or the business operations of the Company. In addition, shareholders will be asked to consider the reelection of Mr. Stephen Layton as a Director and approve the Remuneration Report. Shareholders will also be asked to consider the special business of approving a further capital raising by the Company.
Enclosed with this letter are the Notice of Annual General Meeting and Explanatory Memorandum for Shareholders in relation to the proposals to be put before Shareholders and a Proxy Form.
Shareholders are asked to consider this material in full before drawing any conclusions or determining how they will vote at the Annual General Meeting. It is recommended that Shareholders consider the Resolutions to be put to them in light of the details (in particular the accounts) contained in the Annual Report and the Explanatory Memorandum. The Directors recommend that Shareholders vote in favour of all Resolutions.
If you are unable to attend the Annual General Meeting, you are strongly urged to complete the attached Proxy Form and return it by facsimile or mail (to be received no later than 10.00 am on 26 November 2008) to:
The Swish Group Limited share registry Computershare Investor Services Pty Limited GPO Box 242 MELBOURNE VIC 3001
Facsimile number +61 3 9473 2555
Yours faithfully
Cary P. Stynes Managing Director
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TIME AND PLACE OF MEETING AND HOW TO VOTE
Venue
The Annual General Meeting of the Members of The Swish Group Limited will be held at:
The Como Hotel, 630 Chapel Street SOUTH YARRA VIC 3141
Commencing 10.00 am (AEST) on 28 November 2008
How to Vote
You may vote by attending the meeting in person, by proxy or authorised representative.
Voting in Person
To vote in person, attend the meeting on the date and time and at the place set out above.
Voting by Proxy
To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and return it by facsimile or mail to:
The Swish Group Limited share registry Computershare Investor Services Pty Limited GPO Box 242 MELBOURNE VIC 3001.
Facsimile number +61 3 9473 2555
so that it is received not later than 10.00 am (AEST) on 26 November 2008.
Your proxy form is enclosed.
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THE SWISH GROUP LIMITED ABN 93 085 545 973
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an Annual General Meeting of the Members of The Swish Group Limited (“Company”) will be held at The Como Hotel, 630 Chapel Street, South Yarra, Victoria on 28 November 2008 at 10.00 am.
AGENDA
The Explanatory Memorandum that accompanies and forms part of this Notice of Meeting describes the matters to be considered as ordinary business and special business.
A ORDINARY BUSINESS
Financial Statements and Reports
To receive and consider the financial report, Director's report and Auditor's report of the Company and its controlled entities for the financial year ended 30 June 2008.
To receive Member's questions and comments on the management of the Company.
The Auditor has been invited to be present at the meeting and Members will have a reasonable opportunity to ask the Auditor questions relevant to the conduct of the audit and the preparation and content of the Auditor's report.
Resolution 1 – Re-election of Director
To consider and, if thought fit, to pass the following as an ordinary Resolution:
“That, having retired by rotation in accordance with the Constitution, and being eligible and having signified his candidature, Mr. Stephen Layton, being eligible and having consented to act, be re-elected as a Director of the Company.”
Resolution 2 – Approval of Remuneration Report
To consider and, if thought fit, to pass the following as an ordinary Resolution:
“That the Remuneration Report set out in the Company’s Annual Report for the financial year ended 30 June 2008 be approved by the Members.”
Note - the vote on this Resolution is advisory only and does not bind the Directors or the Company
B. SPECIAL BUSINESS
Resolution 3 – Approval for Board to issue further Shares
To consider and, if thought fit, to pass the following as an ordinary Resolution:
“That, pursuant to Listing Rule 7.1 of the Australian Stock Exchange Limited, the Directors be authorised to issue by no later than 28 February 2009, up to 50,000,000 fully paid ordinary Shares in the Company at a minimum issue price equal to 80% of the average market price of the Company’s fully paid ordinary Shares over the preceding five days in which sales in those Shares were recorded before the day on which the issue is made, to such sophisticated investors (within the meaning of section 708 of the Corporations Act) as may be selected by the Directors, provided that the issue of securities to those investors does not constitute a related party transaction within the meaning of Chapter 2E of the Corporations Act.”
C. GENERAL BUSINESS
To transact any business which may legally be brought forward in accordance with the Constitution.
By Order of the Board
Cary P. Stynes Managing Director
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27 October 2008
5
NOTES:
-
Further details of the Resolutions in this Notice of Annual General Meeting are contained in the Explanatory Memorandum accompanying this Notice of Annual General Meeting. The Explanatory Memorandum should be read together with, and forms part of this Notice of Annual General Meeting.
-
All securities of the Company that are quoted securities at 10.00 am Melbourne time on 26 November 2008 are taken, for the purposes of the Meeting, to be held by the persons who held them at that time. Only those persons will be entitled to vote at the Annual General Meeting on 28 November 2008 or at an adjourned meeting.
-
Shareholders unable to attend the Meeting can complete the attached Proxy Form and return it to the Company or to the Company’s Share Registry at the address or the facsimile numbers indicated in the Proxy Form no less than 48 hours before the time scheduled for the commencement of the Meeting.
VOTING IN PERSON
Shareholders who plan to attend the Meeting are asked to arrive at the venue 30 minutes prior to the time designated for the Meeting, if possible, so that we may check the Shareholding against the Share Register and note attendances. In order to vote in person at the Meeting, a corporation that is a Shareholder may appoint an individual to act as its representative. The appointment must comply with the requirements of Section 250D of the Corporations Act. The representative should bring to the Meeting evidence of their appointment, including any authority under which it is signed.
VOTING EXCLUSION STATEMENTS
Voting Exclusion Statement - Resolution 3
The Company will disregard any votes cast on Resolution 3 by sophisticated investors (within the meaning of section 708 of the Corporations Act) and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, who are excluded from voting and any associate of those persons, except as permitted by the paragraph below headed ‘Permitted Exception to Voting Exclusion’.
PERMITTED EXCEPTION TO VOTING EXCLUSION STATEMENT
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
-
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.
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THE SWISH GROUP LIMITED ACN 085 545 973
EXPLANATORY MEMORANDUM
1. IMPORTANT NOTICE
This Explanatory Memorandum is given to Members in explanation of the Resolutions to be considered at the Annual General Meeting on 28 November 2008 at 10.00 am and to assist Members in determining how they wish to vote on the Resolutions. This Explanatory Memorandum should be read in conjunction with, and forms part of the Notice of Meeting, which this Explanatory Memorandum accompanies.
Members should read the full text of this Explanatory Memorandum, as the information contained in individual sections does not create a comprehensive review of the Proposals contemplated in this Explanatory Memorandum.
If you are in doubt about the action you should take in relation to the Proposals contemplated in this Explanatory Memorandum, you should consult your financial or other professional adviser immediately.
Words or expressions used in this Explanatory Memorandum are defined in Glossary of Terms set out in Annexure A. Unless otherwise stated, all references to sums of money, $ and dollars are references to Australian currency.
This Explanatory Memorandum is dated 27 October 2008.
2. DETAIL OF PROPOSALS
2.1 Financial Statements and Reports
As detailed in the letter sent to Members earlier this year, recent legislative changes mean that Members can now elect to receive the Company's Annual Report via a variety of means. Members who opted to access the Annual Report electronically should have received an email link to the electronic document. Members who opted to continue to receive a printed copy of the Annual Report should now have received it. Members who took no action are advised that they can now access an electronic copy of the Annual Report online at http://www.swishgroup.com.au/
Copies of the annual financial reports of the Directors and Auditor will also be tabled at the Meeting.
The purpose of tabling the annual financial report of the Company at the Meeting and the reports of the Directors and Auditor is to provide Shareholders with a reasonable opportunity to ask questions or discuss matters relevant to the management of the Company. If the Auditor, or the Auditor's representative, is present at the Meeting, Shareholders will also have a reasonable opportunity to ask the Auditor, or the Auditor's representative questions relevant to the conduct of the audit and the preparation and content of the Auditor's report. It is not the purpose of the Meeting, nor a requirement of the Corporations Act or the Constitution, that the financial statements be approved or rejected.
2.2 Re-election of Director (Resolution 1)
Background
Resolution 1 deals with the re-election of directors. Under the ASX Listing Rules the Company must hold an election of directors. In this regard, the Director of the Company who will retire at the meeting is Mr. Stephen Layton. He has indicated he will offer himself for re-election. His profile is set out below.
Mr. Stephen Layton
Non Executive Director. Appointed January 2004.
Mr. Layton has 25 years experience in all aspects of stockbroking in the UK and Australia. He became a member of the London Stock Exchange in 1985. He has experience in a number of stockbroking firms including Peake Lands Kirwan Pty Ltd, Bain Securities Ltd, Austock Brokers Pty Ltd and Terrain Securities Pty Ltd. He is currently a Director of Melbourne Capital Limited, which is a boutique corporate advisory group with an Australian Financial Services licence. He has been involved in numerous capital raisings in his capacity as a stockbroker. At Melbourne Capital Limited he advises on initial public offerings, seed and secondary market
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capital raisings, mergers and acquisitions and project and financial valuations. He was appointed a nonexecutive Director of The Swish Group Limited in 2004. Mr. Layton has not served as a Director of any other listed companies during the three years prior to June 2008.
2.3 Remuneration Report (Resolution 2)
Explanation
A resolution for adoption of the Remuneration Report is required to be considered and voted on in accordance with section 250R of the Corporations Act 2001. The Remuneration Report details the Company’s policy on the remuneration of Non-Executive Directors, Executive Directors and senior executives and is forms part of the Directors’ Report included in the Annual Report for the financial year ended 30 June 2008 which has been sent to Members with this Notice of Meeting and Explanatory Memorandum. Accordingly, the contents of the Remuneration Report are not reproduced in this Explanatory Memorandum. Members are also referred to Note 27 of the Annual Report which contains further details of Directors’ Remuneration.
The vote on the adoption of the Remuneration Report is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company. Shareholders will be given the opportunity to ask questions and make comments on the Remuneration Report.
2.4 Approval for Board to issue further Shares (Resolution 3)
The Company seeks approval for the Directors to issue by no later than 28 February 2009, up to 50,000,000 fully paid ordinary Shares in the Company at a minimum issue price equal to 80% of the average market price of the Company’s fully paid ordinary Shares over the preceding 5 days in which sales in those Shares were recorded before the day on which the issue is made, to such sophisticated investors (within the meaning of section 708 of the Corporations Act) as may be selected by the Directors, provided that the issue of securities to those investors does not constitute a related party transaction within the meaning of Chapter 2E of the Corporations Act (“Allottees”).
Each Share will be issued on the same terms and will rank equally in all respects with the existing issued Shares.
Legal and Regulatory Requirements
ASX Listing Rule 7.1
Under ASX Listing Rule 7.1, the Company must not issue more equity securities than the number calculated in accordance with a formula contained in that listing rule without the approval of Members.
The effect of approving the ability of the Company to issue Shares in accordance with Resolution 3 will be to enable the Company to make an issue of securities in excess of 15% of the capital of the Company within 3 months of the date of the meeting. The Company’s ability to issue further Shares in the next twelve months without the need to obtain Shareholder approval will also be renewed, subject to the requirement that any issue of Shares must not exceed the 15% in 12 months limitation that is proscribed by Listing Rule 7.1, without the approval of the Members.
The main advantage of approving the issue of Shares is that it gives the Directors the flexibility of raising additional working capital through the issue of Shares in the next three months without incurring the expense of calling another general meeting of the Company.
The issue of the Shares will result in the dilution of the shareholdings of existing Shareholders. If the issue of Shares is approved, this would result in the issue of Shares equal to approximately 6 % of the expanded total Share capital in the Company following the Share issue, if Resolution 3 is approved (based on the number of Shares on issue as at 27 October 2008).
ASX Listing Rule 7.3
ASX Listing Rule 7.3 lists the information which must be contained in the Notice of Meeting and Explanatory Memorandum where Shareholders will consider a Resolution pursuant to ASX Listing Rule 7.1. This information is set out below
8
ASX Listing Rule 7.3 requires the Notice of Meeting at which Shareholders are required to consider a Resolution pursuant to ASX Listing Rule 7.1 to include certain specified information in relation to the equity securities proposed to be issued. This information is set out below as follows:
-
(a) the maximum number of securities to be issued: a maximum of 50,000,000 Shares may be issued to the Allottees;
-
(b) the date by which the securities will be issued: 28 February 2009;
-
(c) the date by which the securities will be allotted: 28 February 2009;
-
(d) the issue price of securities: the issue price is equal to 80% of the average market price of the Company’s fully paid ordinary Shares over the preceding 5 days in which sales in those Shares were recorded before the day on which the offer is made;
-
(e) the names of the allottees (if known): to such sophisticated investors (within the meaning of section 708 of the Corporations Act) as may be selected by the Directors by 28 February 2009, provided that the issue of securities to those investors does not constitute a related party transaction within the meaning of Chapter 2E of the Corporations Act;
-
(f) the terms of the securities: the Shares to be issued to the Allottees will be fully paid ordinary Shares ranking equally in all respects with all other fully paid ordinary Shares then on issue in the Company;
-
(g) the intended use of the funds raised: the funds will be used to provide additional working capital for the Company and to finance potential acquisitions;
-
(h) voting exclusion statement: The Company will disregard any votes cast on Resolution 3 by sophisticated investors (within the meaning of section 708 of the Corporations Act) and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, who are excluded from voting and any associate of those persons, except as permitted by the paragraph above headed ‘Permitted Exception to Voting Exclusion’.
DIRECTORS' APPROVALS AND RECOMMENDATIONS
The Directors recommend that Shareholders vote in favour of those Resolutions in which they do not have an interest in the outcome. No recommendations are made in regard to those Resolutions in which a particular Director has an interest (refer to Voting Exclusion Statements contained in the Notice of Meeting).
The Directors believe that all Members should carefully consider all the information set out in this Explanatory Memorandum prior to the date of the Annual General Meeting of the Company.
Cary P. Stynes Managing Director 27 October 2008
9
ANNEXURE A GLOSSARY OF TERMS
The following definitions apply throughout the Notice of General Meeting and the accompanying Explanatory Memorandum, unless the context requires the contrary:
Associate has the same meaning as in Pt 1.2, division 2 of the Corporations Act.
ASIC means the Australian Securities and Investment Commission which is empowered by the Corporations Act and other legislation to regulate the conduct of Australian corporations and enforce the provisions of the Corporations Act.
ASX means the Australian Stock Exchange Limited.
ASX Listing Rules means the official rules of the ASX as at the date of this Notice of Meeting.
Board means the board of Directors of the Company.
Company means The Swish Group Limited (ACN 085 545 973).
Corporations Act means the Corporations Act 2001 (Cth).
Constitution means the Constitution of the Company.
Directors means the Directors of the Company as at the date of this Explanatory Memorandum.
Entitlement Time means, in the context of the entitlement of Shareholders to vote, 10.00 am on the date two days prior to the date of the meeting.
Explanatory Memorandum means the Explanatory Memorandum accompanying the Notice of Meeting.
Listing Rule means a rule of the ASX Listing Rules.
Meeting means a general meeting of Shareholders of the Company to which the Notice of Meeting relates.
Member means a holder of Shares in the Company.
Notice of Meeting means the notice of General Meeting dated 27 October 2008, which this Explanatory Memorandum accompanies.
Option means an Option to purchase one fully paid ordinary Share in the capital of the Company.
Proposal means the Proposal the subject of the Resolution and proposal means any one of them (as the context requires).
Proxy means a proxy form in the form enclosed with this document which is given by a Member who is eligible to vote at the meeting.
Resolution means a resolution referred to in the Notice of Meeting.
Share means a fully paid ordinary Share in the capital of the Company and Voting Share and Equity Share has the same meaning.
Shareholder means Member.
Swish Group means The Swish Group Limited (ACN 085 545 973).
Voting Exclusion means, in respect those matters which the ASX Listing Rules require it, that votes will not be considered if they are made by persons who are in a position to benefit from the passing of a Resolution. In respect to the Meeting, there are a number of voting exclusions which are specified in detail in the Notice of General Meeting.
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