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HUMM GROUP LIMITED — AGM Information 2007
Oct 25, 2007
65078_rns_2007-10-25_eac18809-14e3-4576-8ed5-410722c4fe14.pdf
AGM Information
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Notice of Meeting
Head Office
Level 8, The Forum 201 Pacific Highway St Leonards NSW 2065 PO Box 2345 St Leonards NSW 1590 T 02 8905 2000 F 02 8905 1800 Email [email protected] Website www.flexirent.com.au
Adelaide
28 Greenhill Road Wayville SA 5034 PO Box 469 Goodwood SA 5034 T 08 8373 3755 F 08 8373 3757
Melbourne
7 Dover Street Richmond VIC 3121 PO Box 693 Melbourne VIC 3004 T 03 9445 1000 F 03 9445 1150
Brisbane
27 Black Street Milton QLD 4064 PO Box 1333 Milton QLD 4064
T 07 3367 2711 F 07 3367 2655
Perth
21 Colray Avenue Osborne Park WA 6017 T 08 6213 5000 F 08 6213 5050
New Zealand
Level 7, Affco House 12–26 Swanson Street Auckland New Zealand PO Box 90935 Auckland Mail Centre T 64 9 300 4494 F 64 9 300 4498
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2 FLEXIGROUP LIMITED NOTICE OF MEETING 2007
25 October 2007
Dear Shareholder
Annual General Meeting 2007
On behalf of the Directors of FlexiGroup Limited, I am pleased to invite you to the FlexiGroup Limited 2007 Annual General Meeting ( AGM ). Enclosed is the Notice of Meeting setting out the business of the AGM.
FlexiGroup Limited’s 2007 AGM will be held on 29 November 2007 commencing at 4.00pm (Sydney time) at the Sofitel Wentworth, 61–101 Phillip Street, Sydney NSW 2000. If you decide to attend the AGM, please bring this letter with you to facilitate registration and entry to the AGM. If you are unable to attend the AGM, I encourage you to complete the enclosed proxy form.
Further details relating to the various resolutions proposed at the AGM are attached to this letter.
Subject to the abstentions noted, all the FlexiGroup Limited Directors recommend that shareholders vote in favour of each of the resolutions proposed to be passed at the AGM.
I look forward to seeing you at the AGM.
Yours sincerely
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Margaret Jackson Chairman
3
Notice of Annual General Meeting
FlexiGroup Limited ABN 75 122 574 583
Notice is hereby given that the first Annual General Meeting of FlexiGroup Limited (Company) will be held at the boardroom at the Sofitel Wentworth, 61–101 Phillip Street, Sydney on Thursday, 29 November 2007, at 4.00pm, to conduct the following business:
Ordinary Business
1 Financial Reporting
To receive and consider the financial statements of the Company and the consolidated entity for the financial year ended 30 June 2007 and the reports of the Directors and the Auditor of the Company and the consolidated entity.
There is no vote on this item.
2 Remuneration Report
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To adopt the Remuneration Report contained within the Annual Report for the year ended 30 June 2007.
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Please note that this resolution is advisory only and does not bind the Directors or the Company.
3 Re-election of Director
- Mr Rajeev Dhawan will retire in accordance with Article 10.3(c) of the Constitution and offers himself for re-election as a Director.
Special Business
4 Approval of participation in Long Term Incentive Plan
That the following be approved:
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participation in the Long Term Incentive Plan ( LTIP ) as to a maximum of 2,174,820 Performance Rights by Mr John DeLano, Managing Director;
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acquisition accordingly by Mr DeLano of Performance Rights up to the stated maximum and, in consequence of the exercise of those Performance Rights, of ordinary shares of the Company; and
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the provision of benefits to Mr DeLano under the LTIP,
all in accordance with the terms of the LTIP and on the basis described in the Explanatory Notes to this Notice of Annual General Meeting.
Voting exclusion statement
The Company will disregard any votes cast on this resolution by:
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a director of FlexiGroup (except one who is ineligible to participate in any employee incentive scheme in relation to FlexiGroup); and
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an associate of a director of FlexiGroup (except one who is ineligible to participate in any employee incentive scheme in relation to FlexiGroup).
However, the Company need not disregard a vote if:
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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
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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.
Voting Entitlements
Pursuant to Corporations Regulation 7.11.37 and ASTC Settlement Rule 5.6.1, the Directors have determined that the shareholding of each shareholder for the purpose of ascertaining voting entitlements for the 2007 Annual General Meeting will be as it appears in the Company’s share register at 7.00pm (Sydney time) on 27 November 2007.
Proxies
A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to cast two or more votes, they may appoint two proxies and may specify the percentage or number of votes each proxy is appointed to exercise.
However, if the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half of the shareholder’s votes. The proxy form, together with any power of attorney or authority under which the proxy form is signed, must be:
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(a) sent by facsimile to Link Market Services on +61 2 9287 0309, or
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(b) sent by post to Link Market Services in the enclosed reply paid envelope.
Proxies, together with any power of attorney or authority under which the proxy form is signed, must be received not less than 48 hours before the time of the Annual General Meeting (i.e. by 4.00pm (Sydney time) on Tuesday 27 November 2007) or the time of any adjourned annual general meeting.
By order of the Board
Paul McMahon
Company Secretary
25 October 2007
4 FLEXIGROUP LIMITED NOTICE OF MEETING 2007
Explanatory Notes
on the business to be transacted at the FlexiGroup Limited Annual General Meeting
Ordinary Business
Item 1 – Financial Reporting
Section 317(1) of the Corporations Act 2001 (Cwlth) ( Corporations Act ) requires a public company to lay before its Annual General Meeting the financial report, the Directors’ Report and the Auditor’s Report for the financial year that ended before the Annual General Meeting.
Shareholders will be given a reasonable opportunity to consider, comment on and ask questions of the Directors and the Auditor of the Company about the management of the Company, the conduct of the audit, and the preparation and contents of the financial statements and reports for the financial year ended 30 June 2007.
There is no vote on this item.
Item 2 – Remuneration Report
In accordance with section 250R(2) of the Corporations Act, the Remuneration Report for the financial year ended 30 June 2007 is put to Shareholders for adoption. The Remuneration Report is set out on pages 22–37 of the Annual Report.
The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders will be given a reasonable opportunity to ask questions about, and make comments on, the Remuneration Report at the Annual General Meeting.
The Directors unanimously recommend that Shareholders vote in favour of adopting the Remuneration Report.
Item 3 – Re-election of Director
Under the provisions in the Company’s Constitution for the rotation of Directors, Mr Rajeev Dhawan will retire at the Annual General Meeting and offers himself for re-election.
Mr Rajeev Dhawan
Mr Dhawan joined the Board on the incorporation of the Company in November 2006.
Mr Dhawan represented Colonial First State Private Equity managed funds ( CFSPE ) on the board of Flexirent Holdings from February 2003 to December 2004. Upon CFSPE’s exit from Flexirent Holdings in December 2004, he continued in an advisory capacity to Flexirent Holdings.
Currently a partner of Equity Partners, Mr Dhawan has 13 years venture capital and private equity experience and has been a director of a number of listed and unlisted portfolio companies. From 1993 to 2004, he worked at Hambro-Grantham Management/CFSPE, where he focused on mid-size expansion and buy-out transactions. Prior to joining the private equity industry Mr Dhawan was a manager in the financial consulting practice of Arthur Andersen.
Prior to submitting himself for re-election, Mr Dhawan acknowledged to the Company that he would have sufficient time to properly fulfil his duties to the Company.
The Directors (with Mr Dhawan abstaining and not voting) recommend that Shareholders vote in favour of Mr Dhawan’s re-election.
Special Business
Item 4 – Approval of participation in Long Term Incentive Plan
ASX Listing Rule 10.14 provides that a listed company may only permit a director of the company to acquire securities under an employee incentive scheme where that director’s participation has been approved by an ordinary resolution of shareholders.
The approval of Shareholders is sought to permit Mr John DeLano, Managing Director, to participate, with other executives, in the Long Term Incentive Plan ( LTIP ) up to 2,174,820 Performance Rights, being the maximum acquisition amount specified in the resolution.
Approval Limits
The maximum number of ordinary shares ( Shares ) and Performance Rights to acquire Shares for which approval is sought assumes that all of the Performance Rights offered to Mr DeLano are granted and subsequently exercised.
The Board has approved, as part of the LTIP, a grant of 2,174,820 Performance Rights in one tranche to Mr DeLano, on the terms of the LTIP and the terms and conditions described below, and the acquisition of Shares by Mr DeLano on exercise of those Performance Rights ( Grant ). The rules governing the LTIP ( LTIP Rules ) are summarised in the Schedule to this Notice of Annual General Meeting.
Mr DeLano currently holds 5,437,500 Options which were granted on 8 December 2006 pursuant to the LTIP and the Option Offer ( Granted Options ) as described in the FlexiGroup Limited Prospectus dated 21 November 2006 ( Prospectus ). The Granted Options were granted at no cost to Mr DeLano and have an exercise price of $2.00 per Share. Further details of these Options are set out in the Prospectus and Annual Report.
Mr DeLano, being the only Executive Director of the Company, is the only Director who is currently eligible to participate in the LTIP.
The Grant provides a conditional entitlement to 2,174,820 Shares. The Performance Rights comprising the Grant will become exercisable on the satisfaction of the tenure conditions and performance hurdles described below.
5
Consideration for the Grant
Under the Grant, Performance Rights will be granted at no cost to Mr DeLano.
Exercise Price and Conditions
The Board has determined that an exercise price of $Nil per Share is payable by Mr DeLano on the exercise of each Vested Performance Right granted under the Grant.
Vesting Conditions
The Performance Rights will vest on, and become exercisable on or after, the applicable Vesting Date to the extent that certain performance conditions that are based on the financial performance or market capitalisation growth of the Company have been satisfied.
Vesting will occur on the achievement of one of the following conditions:
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EPS of the Company for a financial year ending on or before 30 June 2011 is at least 24.6 cents per share. The EPS target number may be adjusted as the Board reasonably determines. The actual EPS for a financial year will be that set out in the Company’s annual audited accounts for the relevant financial year;
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the Company’s market capitalisation before 30 June 2011 is at least $1.2 billion for a continuous period of six months based on the existing capital structure. This market capitalisation target will be adjusted for any new share issues (excluding any shares issued for the exercise of these Performance Rights); or
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a change of control of the Company occurs before 30 June 2011 under a transaction that implies a market capitalisation value for the Company greater than $1.2 billion based on the existing capital structure. This market capitalisation target will be adjusted for any new share issues (excluding any shares issued for the exercise of these Performance Rights).
For the purpose of comparison:
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EPS of the Company on a proforma basis for the financial year ended 30 June 2007 was 13.5 cents per share. Accordingly the EPS target would require the EPS of the Company to increase by approximately 80% for a financial year ending on or before 30 June 2011 in order to satisfy that target; and
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as at 22 October 2007, the Company’s market capitalisation is approximately $565 million (based on a share price of $2.60). Accordingly the market capitalisation target would require the Company’s market capitalisation to increase by over 100% and be at least $1.2 billion for a continuous period of six months before 30 June 2011 in order to satisfy that target.
The Board will confirm in writing to Mr DeLano as soon as reasonably practicable when any of the above conditions have been satisfied ( Confirmation Notice ).
Vesting Date
The Vesting Date is the date the Company gives a Confirmation Notice. If one of the Vesting Conditions is met, the Performance Rights will vest. Should Mr DeLano cease to be employed by the Company on or prior to the Performance Rights vesting, all of the Performance Rights will lapse immediately unless the Board makes a determination that the Performance Rights have vested. Vested Performance Rights that are not exercised before the relevant expiry date will lapse in accordance with the LTIP Rules.
Exercise
Following the Vesting Date or the accelerated vesting of a Performance Right, the Vested Performance Right may be exercised by Mr DeLano subject to any exercise conditions and the payment of the exercise price (if any), and Mr DeLano will then be allocated or issued Shares on a one-for-one basis.
Expiry Date
The Expiry Date for the Performance Rights is 31 December 2012. Vested Performance Rights that are not exercised before the relevant expiry date will lapse in accordance with the LTIP Rules.
Disposal restriction
Mr DeLano may not dispose of, deal in, or grant a security interest over any interest in, a Performance Right without the prior written consent of the Board, which may be given subject to such conditions as the Board sees fit in relation to the proposed dealing.
Mr DeLano may not dispose of, deal in, or grant a security interest over any interest in, a Share allocated to Mr DeLano on exercise of a Vested Performance Right for any relevant period determined by the Board.
The Board has determined a restriction on disposal of the Shares issued on the exercise of Vested Performance Rights. Shares acquired on the exercise of the Performance Rights may not be disposed of, or dealt with for:
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6 months following the Vesting Date for 870,000 Performance Rights;
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12 months following the Vesting Date for 870,000 Performance Rights; and
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18 months following the Vesting Date for 434,820 Performance Rights.
The Board may vary this disposal restriction at any time after the date of grant but prior to the exercise of the Performance Rights. The Board may implement such arrangements (including a holding lock) as it determines are necessary to enforce this restriction.
Once any Board imposed restriction is removed, and subject to the Company’s Trading Policy, Shares acquired on exercise of Vested Performance Rights may be dealt with freely.
6 FLEXIGROUP LIMITED NOTICE OF MEETING 2007
Explanatory Notes continued
Additional information
The Performance Rights will be issued to Mr DeLano no later than 29 November 2010 if shareholder approval is obtained which will be no later than three years after such shareholder approval was obtained.
Details of any securities issued under the LTIP, and a statement that approval for the issue of securities was obtained under ASX Listing Rule 10.14, will be published in each Annual Report of the Company for the period in which the relevant securities were granted.
Any additional persons who become entitled to participate in the LTIP after the resolution under Item 4 is approved, being persons in relation to whom shareholder approval is required under ASX Listing Rule 10.14 and who are not named in the Notice of Annual General Meeting to which these Explanatory Notes relate, will not be entitled to acquire securities under the LTIP until approval is obtained under ASX Listing Rule 10.14.
The Directors (with Mr DeLano abstaining and not voting) recommend that Shareholders vote in favour of the resolution in Item 4 on the basis that the overall remuneration of Mr DeLano, which includes his participation in the LTIP, is reasonable having regard to the circumstances of the Company and Mr DeLano and that the grant of Performance Rights to Mr DeLano under the LTIP and on the terms described in these Explanatory Notes:
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is in the best interests of the Company as a whole;
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is consistent with the Company’s remuneration policy, in particular the Company’s policy of linking remuneration to achievement, and the objective of attracting and retaining highly skilled executives and directors; and
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will therefore have a positive impact on the Company’s prospects.
Recommendation
The LTIP is part of the overall remuneration strategy of FlexiGroup which is designed to encourage superior performance and commitment to FlexiGroup by the executives participating in the LTIP.
The LTIP operates by giving participants in the Plan the opportunity to acquire Shares if applicable performance conditions are met, and any other relevant conditions are satisfied. The performance conditions are set by the Board for each participant.
The Board believes that linking remuneration to achievement is a key driver of FlexiGroup’s success and that the LTIP provides a meaningful incentive for executives and other employees of the Company to carry out their duties effectively and efficiently and to remain employed by FlexiGroup. The Board notes that it is a competitive market for executives and that it is important to ensure that FlexiGroup’s remuneration arrangements are competitive with the remuneration arrangements offered by its Australian and international competitors.
7
Schedule
Summary of the LTIP Rules
The LTIP is part of the Company’s remuneration strategy and is designed to align the interests of the Company’s management and shareholders and assist the Company in the attraction, motivation and retention of executives. In particular, the LTIP is designed to provide relevant executives with an incentive for future performance, with conditions for the vesting and exercise of Options and Performance Rights under the LTIP, thereby encouraging those executives to remain with the Company and contribute to the future performance of the Company.
Under the LTIP, eligible persons participating in the LTIP may be granted Options and/or Performance Rights on terms and conditions determined by the Board from time to time. An Option and a Performance Right are both rights to acquire a Share, subject to the satisfaction of applicable vesting and/or exercise conditions.
A grant of Options or Performance Rights is subject to both the LTIP Rules and the terms of the specific grant as determined by the Board. The Board is responsible for administering the LTIP in accordance with the LTIP Rules and the terms and conditions of specific grants of Options and/or Performance Rights to participants in the LTIP.
Eligibility and Participation
The Board may determine which persons will be eligible to participate in the LTIP from time to time. Eligible persons may be invited to apply to participate in the LTIP. The Board may in its discretion accept such applications.
Options and Performance Rights
A person participating in the LTIP ( Executive ) may be granted Options and/or Performance Rights on terms and conditions, including tenure conditions and performance hurdles, determined by the Board. The Board will determine the exercise price payable on exercise of a vested Option and may determine the exercise price (if any) payable on exercise of a vested Performance Right. The main difference between an Option and a Performance Right is that an exercise price as determined by the Board is required to be paid to exercise a vested Option, whereas a Performance Right has a nil exercise price unless determined otherwise by the Board. The Board may also determine the exercise period of an Option or a Performance Right.
Consideration for Grant
The Board may determine the amount (if any) payable for the grant of an Option or a Performance Right from time to time.
Vesting
Following the satisfaction of the performance hurdles applying to an Option or a Performance Right, the Option or the Performance Right vests on, and becomes exercisable on or after, a date predetermined by the Board ( Vesting Date ), provided that the Executive remains employed by the Company as at that date.
Accelerated Vesting
Unless the Board determines otherwise, early vesting (prior to the relevant Vesting Date) of an Option or a Performance Right will automatically occur if there is a change of control, reconstruction or amalgamation, winding up or delisting of the Company for the purposes of the LTIP Rules.
The Board may, in its discretion, decide to accelerate the vesting of all or part of the Options or Performance Rights held by an Executive in specified circumstances including the death, total and permanent disablement, or cessation of employment for other reasons (e.g. retirement, redundancy or the Executive’s employer ceasing to be an entity in FlexiGroup or its business being transferred to a non-FlexiGroup entity) of that Executive.
Lapse
An unvested Option or Performance Right will lapse on the earliest of:
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(a) the expiry of the exercise period applicable to that Option or Performance Right;
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(b) the Board determining that the performance hurdles in respect of the Option or Performance Right are not satisfied and not capable of being satisfied on the relevant testing date or retesting date (as the case may be) and that the Option or Performance Right has lapsed;
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(c) 30 days after the Executive’s death or total and permanent disablement, if death or total and permanent disablement occurs;
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(d) 30 days after the Executive ceases to be employed by the Company (including where the Executive’s employer ceases to be an entity in FlexiGroup or its business has been transferred to a non-FlexiGroup entity) unless the Board makes a determination that the Option or Performance Right has vested; or
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(e) the Board determining that the Executive has committed (or it is evident that the Executive intends to commit) any act of dishonesty, fraud, wilful misconduct or breach of duty, serious and wilful negligence or incompetence in the performance of the Executive’s duties, or is convicted of a criminal offence (other than minor/trivial offences) or is guilty of wilful or recklessly indifferent conduct which may injure the reputation or business of a FlexiGroup entity, and that the Option or Performance Right has lapsed.
8
FLEXIGROUP LIMITED NOTICE OF MEETING 2007
Schedule continued
Upon the occurrence of any of the events set out in (c), (d) (excluding termination of employment with cause) or (e) above, any vested Option or Performance Right held by the Executive may be exercised during a specified period unless that Option or Performance Right lapses on the expiry date applicable to it prior to the end of that specified period. In the event of an Executive’s termination of employment with cause, all the Executive’s vested Options and Performance Rights that have not been exercised will lapse on the date of termination (excluding any notice period), unless otherwise determined by the Board.
Subject to the Listing Rules, the Board may, in its discretion, extend a period during which an Executive may exercise an Option or Performance Right, provided that the Board does not extend the Exercise Period. If the Board exercises its discretion to extend the period during which an Executive may exercise an Option or Performance Right, the Board will give written notice of such extension to the Executive as soon as reasonably practicable.
Exercise
Following the Vesting Date or the accelerated vesting of an Option or Performance Right, the vested Option or Performance Right may be exercised by the Executive subject to any exercise conditions and the payment of the exercise price (if any), and the Executive will then be allocated or issued Shares on a one-for-one basis.
Delivery of Shares on Exercise of Vested Options or Performance Rights
The Board has the discretion to have Shares issued or transferred to an Executive on the exercise of vested Options or Performance Rights. Any Shares issued under the LTIP will rank equally with those Shares traded on ASX at the time of issue except for any rights attaching to those Shares by reference to a record date prior to the date of issue.
Adjustment
In the event of any capital reorganisation by the Company (including any bonus issues and rights issues), an Executive’s Options or Performance Rights, and the Shares allocated to the Executive on exercise of the Executive’s Options or Performance Rights, will be adjusted as set out in the LTIP Rules and otherwise in accordance with the Listing Rules. In general, it is intended that the Executive will not receive any advantage or disadvantage from such adjustment.
Restrictions on Disposal of Shares
An Executive may not dispose of, deal in, or grant a security interest over any interest in, a Share allocated to the Executive on exercise of a vested Option or Performance Right for any relevant period determined by the Board. This disposal restriction may be imposed by the Board at the time of grant or at any time after the date of grant prior to the exercise of the Option or Performance Right (subject to the Executive’s agreement). The Board may implement such arrangements (including a holding lock) as it determines are necessary to enforce this restriction.
Once the restriction is removed, and subject to the Company’s Trading Policy, Shares acquired on exercise of vested Options or Performance Rights may be dealt with freely.
Transfer of Options or Performance Rights
An Executive may not dispose of, deal in, or grant a security interest over any interest in, an Option or Performance Right without the prior written consent of the Board, which may be given subject to such conditions as the Board sees fit in relation to the proposed dealing. The transfer or transmission of an Option or Performance Right is permitted where it is effected by force of law, on death or legal incapacity of an Executive to the Executive’s legal representative.
Administration of the LTIP
Any power or discretion of the Board conferred under the LTIP Rules will be administered in the interests and for the benefit of the Company. Any power or discretion of the Board conferred under the LTIP Rules may be delegated by the Board to a committee consisting of the Company’s officers and/or employees, a related body corporate and/or a third party for such periods, and on such conditions, as the Board sees fit.
The Board may suspend or terminate the LTIP at any time, and may amend the LTIP Rules, provided that subject to specified exceptions, there is no reduction of the rights of Executives in respect of Shares allocated or Options or Performance Rights granted under the LTIP prior to the date of such amendment.