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KEYBRIDGE CAPITAL LIMITED Proxy Solicitation & Information Statement 2007

Aug 19, 2007

65174_rns_2007-08-19_dddef21b-112d-4ad8-bd2b-ae7ac841bfcc.pdf

Proxy Solicitation & Information Statement

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20 August 2007

Notice of Meeting

Mariner Bridge Investments (MBR) has released the attached letter to shareholders to provide them with details of the Company’s Notice of Extraordinary General Meeting to be held on 26 September 2007.

For further information, please contact:

Karen McGregor Chief Financial Officer Mariner Bridge Investments Limited [email protected] Tel: 61 2 8001 5700

Mariner Bridge Notice of EGM

Mariner Bridge Investments Limited

ABN 16 088 267 190

Notice of extraordinary general meeting

Notice is given to the members of the Company that an extraordinary general meeting of the Company will be held at Level 40, The Chifley Tower, 2 Chifley Square, Sydney NSW 2000 on Wednesday 26 September 2007 at 10.00am.

The purpose of the meeting is to consider, and if thought fit, to pass the resolution referred to in this notice. The explanatory statement which accompanies and forms part of this notice explains in more detail the resolution referred to in this notice.

Unless otherwise defined, capitalised terms used in this notice have the meaning given to them in the glossary of defined terms set out at the end of the explanatory statement.

Resolutions

1. Change of Company Name

To consider, and if thought fit, to pass the following resolution as a special resolution:

That for the purposes of section 157 of the Corporations Act, the Company changes its name to ‘Bridge Investments Group Limited’ with effect from 28 September 2007.”

Notes

Explanatory statement

Shareholders are referred to the explanatory statement accompanying and forming part of this notice of meeting.

Required majority

In accordance with the Corporations Act and the Company’s Constitution:

(a) each special resolution must be passed at a meeting of which not less than 28 days written notice specifying the intention to propose the resolutions has been given (unless consent to short notice has been received) (section 249HA of the Corporations Act); and

(b) each special resolution must be passed by 75% or more of the total votes cast by shareholders entitled to vote on the resolution (whether in person or by proxy, attorney or representative).

Entitlement to vote

The Board has determined that for the purposes of the meeting, shares will be taken to be held by the persons who are the registered holders at 7:00 pm (Sydney time) on Monday 24 September 2007. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Page 1

Mariner Bridge Notice of EGM

Proxies

Members are advised that:

  • (a) each member entitled to vote at the Extraordinary General Meeting has a right to appoint a proxy;

  • (b) the proxy need not be a member of the Company;

  • (c) a member who is entitled to cast two or more votes 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 member’s votes. An additional proxy form can be obtained from Link Market Services Limited on request; and

  • (d) a member may specify the way in which the proxy is to vote on the resolution or may allow the proxy to vote at his or her discretion.

The Company in accordance with section 250BA of the Corporations Act, specifies the following information for the purposes of receipt of proxy appointments:

Postal Address: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235

By Hand:

Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000

Facsimile Number : (61 2) 9287 0309

Online: by visiting www.linkmarketservices.com.au

Proxies and any power of attorney or other authority under which the proxy is signed must be received by Link Market Services Limited, at the address or facsimile number specified above or online no later than 10.00am on Monday 24 September 2007. A proxy form is attached to this notice of Extraordinary General Meeting.

Corporate Representatives

A corporate shareholder or proxy holder wishing to appoint a person to act as it’s representative at the meeting must provide the person with a letter executed in accordance with the company’s constitution and the Corporations Act 2001 authorising him or her to act as the company’s representative. The authority may be sent to Link Market Services Limited in advance of the meeting or handed in at the meeting when registering as a corporative representative.

By Order of the Board

Dated: 6 August 2007

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Karen McGregor Company Secretary

Page 2

Mariner Bridge Notice of EGM

EXPLANATORY MEMORANDUM

Accompanying the Notice of Meeting of the Extraordinary General Meeting to be held on 26 September 2007 for Mariner Bridge Investments Limited, ABN 16 088 267 190 (the ‘Company’).

This Explanatory Memorandum has been prepared to provide the shareholders of the Company with material information to enable them to make an informed decision on the business to be conducted at the forthcoming Extraordinary General Meeting ( EGM ) of the Company to be held on Wednesday 26 September 2007 at 10.00am.

At the EGM, the Company will seek the approval of its shareholders by special resolution of the resolution proposed, the details which are set out in this explanatory memorandum and form part of the notice of meeting.

The Directors recommend that you read this memorandum carefully and attend the EGM. If you are unable to attend but wish to vote, please lodge your proxy vote online or complete the proxy form enclosed and ensure it reaches the address or facsimile stated in the notice no later than 10.00 am on Monday 24 September 2007.

The Resolution

Resolution 1 – Change of Company Name

The Company is a lender to and an investor in structured finance transactions in the core asset classes of property, fixed income, leasing and infrastructure. Changing the Company’s name to Bridge Investments Group Limited will not change the activities of the Company.

The Directors believe that the ‘Bridge Investments Group Limited’ name reflects a natural evolution of the Company’s branding as it expands its business. The Directors also believe that a change in corporate name will reduce any confusion that may exist between the Company and its largest shareholder, Mariner Financial Limited.

Subject to the passing of this resolution, the Company has applied to the ASX to change its existing ASX ticker code to ‘BRG’ with effect from the passing of this resolution.

Page 3

Please return your Proxy forms to: Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 Locked Bag A14, Sydney South NSW 1235 Australia

Mariner Bridge Investments Limited ABN 16 088 267 190

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Telephone: 1800 992 613 From outside Australia: +61 2 8280 7746

APPOINTMENT OF PROXY

If you would like to attend and vote at the Extraordinary General Meeting, please bring this form with you. This will assist in registering your attendance.

Facsimile: (02) 9287 0309 ASX Code: MBR Website: www.linkmarketservices.com.au

You can also lodge your vote on-line at www.linkmarketservices.com.au

X99999999999

X99999999999

I/We being a member(s) of Mariner Bridge Investments Limited and entitled to attend and vote hereby appoint

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the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) you are appointing as your proxy

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or failing the person/body corporate named, or if no person/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 instructions (or if no directions have been given, as the proxy sees fit) at the Extraordinary General Meeting of the Company to be held at 10:00am on Wednesday, 26 September 2007, at Level 40, The Chifley Tower, 2 Chifley Square, Sydney NSW 2000 and at any adjournment of that meeting.

Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

B To direct your proxy how to vote on any resolution please insert in the appropriate box below.X

For Against Abstain* Resolution 1 Change of Company Name

  • If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
C SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED
Securityholder 1 (Individual)Joint Securityholder 2 (Individual)Joint Securityholder 3 (Individual)Sole Director and Sole Company SecretaryDirector/Company Secretary (Delete one)Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder’s constitution and the Corporations Act 2001 (Cwlth).

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your securityholding and if some or all of the information is not collected then it might not be possible to administer your securityholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

MBR PRX741