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LASERBOND LIMITED — AGM Information 2021
Oct 4, 2021
65215_rns_2021-10-04_64016860-93ac-496d-a0a9-d25d39e2c617.pdf
AGM Information
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LASERBOND LIMITED ACN 057 636 692
NOTICE OF ANNUAL GENERAL MEETING
TIME : 10.00 am (AEDT)
DATE : Friday 5[th] November 2021
PLACE: Rydges Cambelltown Bookman & Rockwell Room 15 Old Menangle Road CAMPBELLTOWN NSW 2560
Due to COVID-19 our Annual General Meeting will be subject to New South Wales Public Health Orders, and any applicable restrictions, at the time of the meeting. This will likely include proof of attendee vaccinations for entry to the location, and social distancing restrictions, including mandatory face coverings, for attendees. The meeting location also has limited numbers available for attendees. Please be aware if the attendee numbers reach this limit, shareholders may be turned away from attendance at the 2021 Annual General Meeting. Ideally we ask all shareholders to advise of their attendance in advance to allow LaserBond to best manage this risk.
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 2) 4631 4500.
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CONTENTS PAGE
| Notice of Annual General Meeting (setting out the proposed resolutions) | 2 |
|---|---|
| Explanatory Statement (explaining the proposed resolutions) | 7 |
| Glossary | 16 |
TIME AND PLACE OF ME ETING AND HOW TO VOT E
VENUE
The Meeting of the Shareholders to which this Notice of Meeting relates will be held on Friday 5[th] November 2021 at:
Rydges Campbelltown Bookman & Rockwell Room 15 Old Menangle Road CAMPBELLTOWN NSW 2560
The Annual General Meeting of Shareholders will be held at 10.00 am (AEDT).
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your Shareholding and your vote is important.
VOTING IN PERSON
To vote in person, attend the Annual General Meeting on the date and at the place set out above.
VOTING BY PROXY
To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
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(a) Email to [email protected]; or
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(b) post or hand to LaserBond Limited, 2 / 57 Anderson Road, Smeaton Grange NSW 2567; or
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(c) facsimile to the Company on facsimile number (+61 2) 4631 4555,
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so that it is received not later than 10.00 am(AEDT) on Wednesday 3[rd] November 2021.
Proxy Forms received later than this time will be invalid.
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders will be held at 10.00 am (AEDT) on 5[th] November 2021 at Rydges Campbelltown.
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company as at 7:00pm (AEDT) on Wednesday 3[rd] November 2021.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
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AGENDA
ORDINARY BUSINESS
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 report.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a nonbinding resolution :
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the adoption of the remuneration report as contained in the Company year ended 30 June 2021
3. RESOLUTION 2 – RE-ELECTION OF NON-EXECUTIVE DIRECTOR – MR PHILIP SURIANO
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
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13.2 of the Constitution and for all other purposes, Mr Philip Suriano, a Director
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who retires by rotation, and being eligible, is re-
4. RESOLUTION 3 – APPROVAL OF FULLY-PAID ORDINARY SHARES ISSUED TO MR PHILIP SURIANO AS PART OF NON-EXECUTIVE DIRECTORS REMUNERATION – NON-CASH COMPONENT IN THE FORM OF EQUITY ISSUE
To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :
or the purpose of ASX Listing Rule 10.11, approval is given to the issue of 40,000 fully-paid ordinary Shares in the Company to Mr Philip Suriano in relation to non-executive director non-cash remuneration. These shares are in addition to Mr Philip Suriano
Voting Exclusion
The Company will disregard any votes cast in favour of this resolution by or on behalf of Mr Philip Suriano (and any associates of Mr Philip Suriano).
However, this does not apply to a vote cast in favour of a resolution by:
a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
c) A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: a. The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
- b. The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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5. RESOLUTION 4 – APPROVAL OF FULLY-PAID ORDINARY SHARES ISSUED TO MR MATTHEW TWIST AS PART OF EXECUTIVE DIRECTORS REMUNERATION – NON-CASH COMPONENT IN THE FORM OF EQUITY ISSUE
To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :
40,000 fully-paid ordinary Shares in the Company to Mr Matthew Twist in relation to executive director non-cash remuneration. These shares are in paid though salary and superannuation.
Voting Exclusion
The Company will disregard any votes cast in favour of this resolution by or on behalf of Mr Matthew Twist (and any associates of Mr Matthew Twist).
However, this does not apply to a vote cast in favour of a resolution by:
- a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
c) A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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a. The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
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b. The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
6. RESOLUTION 5 – APPROVAL OF AN ADDITIONAL PLACEMENT CAPACITY TO ISSUE SECURITIES EQUIVALENT TO AN ADDITIONAL 10%
To consider, and if thought fit, to pass with or without amendment, the following resolution as a special resolution :
pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, approval is given to the Company to issue equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the explanatory memorandum
Voting Exclusion
The entity will disregard any votes cast in favour of this resolution by or on behalf of:
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a) The named person or class of persons excluded from voting; or
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b) An associate of that person or persons.
However, this does not apply to a vote cast in favour of this resolution by:
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a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
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c) A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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a. The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
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b. The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
7. RESOLUTION 6 – APPROVAL TO INCREASE THE MAXIMUM TOTAL AGGREGATE AMOUNT OF FEES PAYABLE TO NON-EXECUTIVE DIRECTORS
To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :
for the purposes of Clause 13.8 of the Constitution, ASX Listing Rule 10.17 and for all other purposes, approval is given to the Company to increase the maximum total aggregate amount of fees payable to nonexecutive directors to $300,000
Voting Exclusion
The entity will disregard any votes cast in favour of this resolution by or on behalf of a non-executive director, or any associates of that non-executive director.
However, this does not apply to a vote cast in favour of this resolution by:
a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
c) A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- a. The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
8. RESOLUTION 7 – APPROVAL OF THE ISSUE OF SECURITIES UNDER AN EMPLOYEE INCENTIVE SCHEME AS AN EXCEPTION TO ASX LISTING RULES 7.1 AND 7.1A
To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :
allow the issue of securities under an employee incentive scheme to be exempt from ASX Listing Rules 7.1 and 7.1A for three years from the
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Voting Exclusion
The Company will disregard any votes cast in favour of this resolution by or on behalf of
a) a director of the entity (except one who is ineligible to participate in any employee incentive scheme related to the entity).
b) and an associate of that person (or those persons)
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 directions on the Proxy Form; or it is cast by the Chairman 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.
DATED: 5[TH] OCTOBER 2021
BY ORDER OF THE BOARD
MATTHEW TWIST LASERBOND LIMITED COMPANY SECRETARY
Voting Exclusion Note:
Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or 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.
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EXPLANATORY STATEMEN T
This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting of Shareholders to be held at 10.00 am (AEDT) on 5[th] November 2021 at Rydges Campbelltown.
The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.
1. IMPORTANT INFORMATION RELATED TO UNDIRECTED PROXIES
If a Shareholder appoints the Chairman of the meeting as their Proxy and does not specify how the Chairman is to vote on a resolution, except as expressly stated, the Chairman advises that he intends to vote each proxy, as proxy for that Shareholder, in favour of the resolution.
In particular, if you elect the Chairman to vote on your behalf as proxy holder and you do not give directions about how your vote should be cast, then your proxy will automatically become a directed proxy in favour of the resolution to adopt the Remuneration Report.
2. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021
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In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company printing costs.
Whilst the Company will not provide a hard copy of the Company specifically requested to do so, Shareholders may view the Company website at http://www.laserbond.com.au/investor-relations/financial-reports.html
3. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
The Corporations Act requires that at a listed company remuneration report be adopted must be put to the shareholders. However, the Corporations Act expressly provides that the vote on such a resolution is advisory only and does not bind the Directors or the Company. Votes will not be cast by those members listed within the remuneration report or a closely related party of such member unless a Proxy appointing the member by writing directs them to do so and said Proxy is not cast by a member listed on the remuneration report or a closely related party.
The remuneration report sets out the Company key management personnel of the Company report contained in the annual financial report of the Company for the financial year ending 30 June 2021.
A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.
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4. RESOLUTION 2 – RE-ELECTION OF EXECUTIVE DIRECTOR – MR PILIP SURIANO
Clause 13.2 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest one-third) of those Directors must retire at each annual general meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.
A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.
Mr Philip Suriano retires by rotation and seeks re-election.
5. RESOLUTION 3 – APPROVAL OF FULLY-PAID ORDINARY SHARES ISSUED TO MR PHILIP SURIANO AS PART OF NON-EXECUTIVE DIRECTORS REMUNERATION – NON-CASH COMPONENT IN THE FORM OF EQUITY ISSUE
The Company provides remuneration to non-executive directors through both cash fees and non-cash benefits in the form of equity issue.
The Board has determined that the non-cash benefits for the 2021 fiscal year would be 40,000 LaserBond Shares to each non-executive director who held a position on the Board for the full 2021 fiscal year. All Shares issued as part of a non-executive director s remuneration have trading restrictions applicable, whereby the Shares cannot be traded until after one of the following conditions are met:
a) The non-executive director ceases their position on the Board for any reason.
b) Twenty-four months passes from the date of issue.
Mr Philip Suriano is a director and therefore a related party under ASX Listing Rule 10.11.1 and this issue requires the approval by security holders. This is in addition to his cash fees total $30,000 per annum. Further he is entitled to the issue of a maximum of 40,000 ordinary shares due to his position on the Board being for the full 2021 fiscal year. The deemed issue price will be $0.945 based on the closing Share price on 30 June 2021. The Shares are being issued as a non-cash component of non-executive director remuneration and accordingly no funds will be raised from their issue. The Shares will be issued no later than one (1) month after the date of the meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules). The Shares will rank equally with all existing Shares.
6. RESOLUTION 4 – APPROVAL OF FULLY-PAID ORDINARY SHARES ISSUED TO MR MATTHEW TWIST AS PART OF EXECUTIVE DIRECTORS REMUNERATION – NON-CASH COMPONENT IN THE FORM OF EQUITY ISSUE
The Board has determined Mr Matthew Twist should be entitled to non-cash remuneration in addition to his cash remuneration in the form of salary and superannuation. He is a director and therefore a related party under ASX Listing Rule 10.11.1 and this issue requires the approval by security holders. The Board is recommending the issue of a maximum of 40,000 ordinary shares due to his position on the Board being for the full 2021 fiscal year. This is in addition to his 2021 remuneration of $188,996 (through salary, superannuation and employee share scheme). The deemed issue price will be $0.945 based on the closing Share price on 30 June 2021. The Shares are being issued as a non-cash component of nonexecutive director remuneration and accordingly no funds will be raised from their issue. The Shares will be issued no later than one (1) month after the date of the meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules). The Shares will rank equally with all existing Shares.
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7. RESOLUTION 5– APPROVAL OF AN ADDITIONAL PLACEMENT CAPACITY TO ISSUE SECURITIES EQUIVALENT TO AN ADDITIONAL 10%
ASX Listing Rule 7.1 prohibits a listed company from issuing equity securities representing more than 15% of its issued capital in any twelve-month period without obtaining shareholder approval (subject to certain exceptions).
However, under ASX Listing Rule 7.1A, a company can seek approval by shareholders to allow an additional capacity to issue securities over a twelve-month period.
An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P / ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.
This resolution seeks the approval by Shareholders for the additional capacity to issue equity securities. If the resolution is approved, then the Company, within the twelve months after Shareholder approval, may issue an additional 10% equity securities calculated in accordance with the formula in ASX Listing Rule 7.1A.2 which is as follows:
(A x D) E where
A is the number of fully paid ordinary securities on issue 12 months before the date of issue or date of agreement to issue
plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2;
plus the number of partly paid ordinary securities that became fully paid in the 12 months;
plus the number of fully paid ordinary securities issued in the 12 months with approval of holders of ordinary securities under ASX Listing Rule 7.1 or 7.4 (This does not include an issue of fully-paid equity securities Shareholder approval);
less the number of fully-paid ordinary securities cancelled in the 12 months.
D is 10%
E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of Shareholders under ASX Listing Rule 7.1 or 7.4.
The following information is provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.3A:
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a) equity securities.
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b) The minimum price at which equity securities can be issued will be calculated in accordance with ASX Listing Rule 7.1A.3 which specifically states the issue price of each equity security must be no less than 75% of the volume weighted average market price for equity securities in that class calculated over the 15 trading days on which trades in that class were recorded immediately before:
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the date on which the price at which equity securities are to be issued is agreed; or
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if the equity securities are not issued within 5 trading days of the date in paragraph (a), the date on which the equity securities are issued.
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c) if resolution 4 is approved by Shareholders and the Company issues equity securities under the 10% Placement Facility, existing Shareholders economic and voting power in the Company will be diluted as shown in the table below under point c). There is a risk that:
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The market price for the Company equity securities may be significantly lower on the date of the issue of the equity securities than on the date of this approval under rule 7.1A; and
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- The equity securities may be issued at a price that is at a discount to the market price for the Company equity securities on the issue date or the equity securities are issued as part of consideration for the acquisition of a new asset,
which may have an effect on the amount of funds raised by the issue of the equity securities.
The total number of equity securities issued in the twelve-month period preceding the date of this Notice of Meeting for the 2021 Annual General Meeting was 640,763, which represents 0.7% of the total equity securities on issue as at the commencement of the twelve-month period. Further securities are expected to be issued in the period between this Notice of Meeting and the 2021 Annual General Meeting in relation to the Dividend Reinvestment Plan with the total number of securities to be issued unable to be determined as at the date of this Notice of Meeting. Details of the equity securities issued during this twelve-month period are as follows:
Issue 1: Dividend Reinvestment Plan
| Issue 1: Dividend Reinvestment Plan | Issue 1: Dividend Reinvestment Plan |
|---|---|
| Date of Issue | 9thOctober 2020 |
| Number Issued | 258,420 |
| Class / Type of Equity Security | ORD |
| Principal Terms of the Securities | Fully paid ordinary Shares Dividend Reinvestment Plan. |
| Name of persons who received securities or basis on which those persons was determined |
Issued to shareholders participating in the dividend reinvestment plan at the time of the final 2020 dividend. |
| Issue Price or Consideration | $0.5455 per Share based market price calculation less 5% discount applied as per DRP Terms & Conditions. |
| Discount to Market Price | 5% |
| Non-Cash Consideration | Total value at the date of issue was $140,968.11, based on 258,420 Shares issued at the calculated issued price of $0.5455 |
| Current Value of Non-Cash Consideration |
$211,904.40 as per the closing price of $0.82 on Thursday 26 August 2021. |
| Issue 2: Non-Executive Director Remuneration (Non-Cash Component) | |
| Date of Issue | 20thNovember 2020 |
| Number Issued | 50,000 |
| Class / Type of Equity Security | ORD |
| Principal Terms of the Securities | Related to Non-Executive Director Remuneration (non-cash component), with trading restrictions applicable where no trade can be made unless one of the following conditions is met: a) Cessation of their Board position for any reason. b) Twenty-four months passes from the date of issue. This trade was approved by shareholders at the 2020 Annual General Meeting. |
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| Name of persons who received | Mr Philip Suriano, Non-Executive Director. |
|---|---|
| securities or basis on which those | |
| persons was determined | |
| Issue Price or Consideration | $0.395 per Share based on closing market price on 30 June 2020. |
| Discount to Market Price | Nil |
| Non-Cash Consideration | Total value at the date of issue was $19,750.00, based on 50,000 Shares issued |
| at the closing price on 30 June 2020 of $0.395. | |
| Current Value of Non-Cash |
$41,000.00 as per the closing price of $0.82 on Thursday 26 August 2021. |
| Consideration | |
| Issue 3: Tax Exempt Employee Share Plan | |
| Date of Issue | 10thFebruary 2021 |
| Number Issued | 51,646 |
| Class / Type of Equity Security | ORD |
| Name of persons who received securities or basis on which those persons was determined |
Mr Philip Suriano, Non-Executive Director. |
|---|---|
| Issue Price or Consideration | $0.395 per Share based on closing market price on 30 June 2020. |
| Discount to Market Price | Nil |
| Non-Cash Consideration | Total value at the date of issue was $19,750.00, based on 50,000 Shares issued at the closing price on 30 June 2020 of $0.395. |
| Current Value of Non-Cash Consideration |
$41,000.00 as per the closing price of $0.82 on Thursday 26 August 2021. |
| Issue 3: Tax Exempt Employee Share Plan | |
| Date of Issue | 10thFebruary 2021 |
| Number Issued | 51,646 |
| Class / Type of Equity Security | ORD |
| Principal Terms of the Securities | Related to an Employee Share Plan, vested 1/3 each year from date of issue. |
| Name of persons who received securities or basis on which those persons was determined |
Issued to 31 eligible employees. An eligible employee means a person who is employed by LaserBond, an Australian resident for taxation purposes and their term of employment exceeds 36 months. |
| Issue Price or Consideration | $0.60 per Share based on closing market price on the date of Board approval of issue. |
| Discount to Market Price | Nil |
| Non-Cash Consideration | Total value at the date of issue was $30,987.60, based on 51,646 Shares issued at the closing price on the date of Board approval of 3 February 2021 of $0.60. |
| Current Value of Non-Cash Consideration |
$42,649.72 as per the closing price of $0.82 on Thursday 26 August 2021. |
| Issue 4: Dividend Reinvestment Plan | |
| Date of Issue | 1stApril 2021 |
| Number Issued | 280,697 |
| Class / Type of Equity Security | ORD |
| Principal Terms of the Securities | Fully paid ordinary Shares Dividend Reinvestment Plan. |
| Name of persons who received securities or basis on which those persons was determined |
Issued to shareholders participating in the dividend reinvestment plan at the time of the interim 2021 dividend. |
| Issue Price or Consideration | $0.5931 per Share based on market price calculation less 5% discount applied as per the DRP terms & conditions. |
| Discount to Market Price | 5% |
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| Non-Cash Consideration | Total value at the date of issue was $166,481.39, based on 280,697 Shares issued at the calculated issued price of $0.5931 |
|---|---|
| Current Value of Non-Cash Consideration |
$230,171.54 as per the closing price of $0.82 on Thursday 26 August 2021. |
- d) The below table shows examples of possible dilution of existing Shareholders, on the basis of the current market price of $0.82 per Share and the current number of fully-paid ordinary Shares on issue of 96,055,413 as at 26 August 2021.
| Variable A as per ASX Listing Rule 7.1A2 |
Dilution | |||
|---|---|---|---|---|
| $0.41 50% decrease in issueprice |
$0.82 issue price |
$1.64 100% increase in issueprice |
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| Current Variable A 9,605,541 Shares |
10% Voting Dilution |
9,605,541 Shares | 9,605,541 Shares |
9,605,541 Shares |
| Funds Raised |
$3,938,272 | $7,876,544 | $15,753.087 | |
| 50% Increase in Current Variable A 14,408,312 Shares |
10% Voting Dilution |
14,408,312 Shares | 14,408,312 Shares |
14,408,312 Shares |
Funds Raised |
$5,907,408 | $14,408,313 | $23,629,632 | |
| 100% Increase in Current Variable A 19,211,082 Shares |
10% Voting Dilution |
19,211,082 Shares | 19,211,082 Shares |
19,211,082 Shares |
Funds Raised |
$7,876,544 | $15,753,087 | $31,506,174 |
This table has been prepared on the following assumptions:
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The Company issues the maximum number of equity securities available under the 10% Placement Facility.
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The 10% voting dilution reflects the aggregate percentage dilution against Variable A at the time of issue.
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The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Share
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The table shows only the effect of issues of equity securities under ASX Listing Rule 7.1A, not under the 15% Placement Capacity under ASX Listing Rule 7.1.
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e) Shareholder approval of the additional 10% as per ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained. This approval will cease on the earlier to occur of:
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the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
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the date of the approval by Shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).
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f) the Company may seek to issue the equity securities for cash consideration. As disclosed in ASX announcements and reports, the Company continues to actively pursue further growth opportunities, in particular to extend the Company internationally. Any funds raised using this additional 10% capacity may be used to fund acquisitions or investments necessary (including expenses associated with such acquisitions or investments) to grow the business and / or additional working capital to fund growth opportunities.
The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.5A upon issue of any equity securities.
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The Company any proposed issue pursuant to the 10% Placement Facility.
The identity of the allottees of equity securities will be determined on a case-by-case basis having regard to the factors including, but not limited to, the following:
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the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
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The effect of the issue of the equity securities on the control of the Company;
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the financial situation and solvency of the Company; and
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advice from corporate, financial and broker advisers (if applicable).
The allottees under this facility have not been determined as at the date of this notice but may include new or existing Shareholders who are not related parties or associates of a related party of the Company
Further, if the Company is successful in acquiring new assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments.
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g) the Company previously obtained approval under ASX Listing Rule 7.1A at the Annual General Meeting held on 17 November 2020.
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h) a voting exclusion statement is included in the Notice.
8. RESOLUTION 6 – APPROVAL TO INCREASE THE MAXIMUM TOTAL AGGREGATE AMOUNT OF FEES PAYABLE TO NON-EXECUTIVE DIRECTORS
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payable to all of its non-executive directors without the approval of holders of its ordinary securities. The Boards intent to increase the number of nonplans.
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a) The current maximum total aggregate amount of fees per annum as previously approved by holders is $150,000. The Company seeks approval to increase this limit by $150,000 to a maximum of $300,000 per annum in fees payable.
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b) As per ASX Listing Rule 10.11 any non-cash remuneration in the form of shares forming part of this increased limit will not be issued without approval by security holders. Details of securities issued to non-executive directors under approval by security holders for the last three years are:
Principal Terms of the Securities Related to Non-Executive Director Remuneration (non-cash component), with trading restrictions applicable where no trade can be made unless one of the following conditions is met: a) Cessation of their Board position for any reason. b) Twenty-four months passes from the date of issue. Name of persons who received Mr Philip Suriano, Non-Executive Director. securities or basis on which those persons was determined Class / Type of Equity Security ORD
Issue 1: Date of issue 23[rd] October 2018
Number Issued 150,000
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| Issue Price or Consideration | Total value at the date of issue was $18,750.00, based on 50,000 Shares issued at the closing price on 30 June 2018 of $0.125. |
|---|---|
| Shareholder Approval | |
| Current Value of Non-Cash Consideration |
$123,000.00 as per the closing price of $0.82 on Thursday 26 August 2021. |
| Issue 2: Date of issue 11th October 2019 | |
| Number Issued | 50,000 |
| Issue Price or Consideration | Total value at the date of issue was $19,500.00, based on 50,000 Shares issued at the closing price on 30 June 2019 of $0.39. |
| Shareholder Approval | Annual General Meeting |
| Current Value of Non-Cash Consideration |
$41,000.00 as per the closing price of $0.82 on Thursday 26 August 2021. |
| Issue 3: Date of issue 19th November 2020 | |
| Number Issued | 50,000 |
| Issue Price or Consideration | Total value at the date of issue was $19,750.00, based on 50,000 Shares issued at the closing price on 30 June 2020 of $0.395. |
| Shareholder Approval | 20 Annual General Meeting |
| Current Value of Non-Cash Consideration |
$41,000.00 as per the closing price of $0.82 on Thursday 26 August 2021. |
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c) No shares have been issued in the last three years to non-executive directors under an exception, as per ASX Listing Rule 10.12.
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d) No shares have been issued in the last three years to non-executive directors under an employee incentive scheme, as per ASX Listing Rules 10.14.
9. RESOLUTION 7 – APPROVAL OF THE ISSUE OF SECURITIES UNDER AN EMPLOYEE INCENTIVE SCHEME AS AN EXCEPTION TO ASX LISTING RULES 7.1 AND 7.1A
The Company has established an employee share plan (ESP) in order to provide an incentive for staff retention and for employees to participate in the future growth of the Company. The ESP plan is administered in accordance with the ESP rules.
ASX Listing Rule 7.1 prohibits a listed company from issuing securities representing more than 15% of its issued capital in any twelve-month period without obtaining shareholder approval (subject to certain exceptions).
Exception 13 of ASX Listing Rule 7.2 allows securities issued under an employee incentive scheme to be exempt from counting towards the 15% limit if shareholders have approved any issue under the scheme as an exception to this rule. This exception, if approved, is for a period of three years from the date of approval. The ESP was last approved by shareholders under Resolution 5 at the Annual General Meeting held 22nd October 2018. Therefore, the ESP requires shareholder approval to continue to be exempt as per ASX Listing Rule 7.2.
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This resolution seeks the approval by shareholders of a maximum of 250,000 shares to be issued under the ESP. If the resolution is approved, then those 250,000 shares will be deemed to have been issued placement capacity.
The following information is provided to shareholders for the purposes of obtaining shareholder approval pursuant to ASX Listing Rule 7.2 Exception 13 b):
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a) Summary of terms of the ESP:
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eligible persons able to participate in the ESP are employees who are a full-time employee of the Company (or any of its 100% owned subsidiaries, an Australian resident for income tax purposes and have been directly employed by the Company (or any of its 100% owned subsidiaries) for at least a period of 36 continuous months.
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eligible persons will be entitled to a maximum of $1,000 of fully paid ordinary shares quoted securities on the day each issue is formally passed by the Board.
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shares issued are classed as fully paid ordinary shares, quoted on the ASX, and rank equally with existing shares on issue. These rights include full voting rights at shareholder meetings and full participation in any dividends or dividend reinvestment plans.
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shares issued are vested for a period of three years from the date of issue, with one third released annually on each anniversary date of the Board approved issue date. If employment is ceased for any reason any shares still currently vested and not released will be forfeited by the employee.
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a participant cannot sell or transfer their shares whilst vested.
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Tax Assessment
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Act 1936. Provided a participant selects the appropriate income tax election in their income tax returns, no personal income tax is payable.
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b) the total number of securities issued since last approval was 143,369.
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c) there have been three issues through the ESP with shares issued at prices of $0.385 (February 2019), $0.75 (February 2020) and $0.60 (February 2021) cents per share.
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d) a voting exclusion statement is included in the Notice.
10. ENQUIRIES
Shareholders are required to contact the Company Secretary on (+61 2) 4631 4500 if they have any queries in respect of the matters set out in these documents.
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GLOSSARY
$ means Australian dollars.
AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.
ASIC means the Australian Securities and Investments Commission.
ASX means the Australian Securities Exchange.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Days means any day other than a Saturday, Sunday or public holiday in the State of New South Wales.
Company means LaserBond Limited (ABN 24 057 636 692).
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Constitution means the Company
Corporations Act means the Corporations Act 2001 (Cth).
Directors mean the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.
Notice of Meeting or Notice of Annual General Meeting means the notice of annual general meeting forming part of this document including the Explanatory Statement.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
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LaserBond Limited
ACN 057 636 692
All Correspondence to:
By Email [email protected] By Mail LaserBond Limited 2 / 57 Anderson Road, Smeaton Grange NSW 2567 Australia By Fax: + 61 2 4631 4555 By Phone: +61 2 4631 4500
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be recorded before 10.00 am AEDT on Wednesday 3[rd] November 2021.
TO VOTE BY COMPLETING THE PROXY FORM
STEP 1 APPOINTMENT OF PROXY
Indicate who you want to appoint as your Proxy.
If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered security holder in the space.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting
STEP 3 SIGN THE FORM
The form must be signed as follows: Individual: This form is to be signed by the security holder.
Joint Holding : where the holding is in more than one name, all the security holders should sign.
Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.
STEP 4 LODGEMENT
To appoint a second proxy you must: (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
(b) return both forms together in the same envelope.
STEP 2 VOTING DIRECTIONS TO YOUR PROXY
To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities, your vote on that item will be invalid.
Proxy which is a Body Corporate
Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an
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Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10.00 am AEDT on Wednesday 3[rd] November 2021. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy forms may be lodged by:
By Email [email protected] By Fax + 61 2 4631 4555 By Mail LaserBond Limited 2 / 57 Anderson Road, Smeaton Grange NSW 2567 Australia In Person LaserBond Limited 2 / 57 Anderson Road, Smeaton Grange NSW 2567 Australia
Attending the Meeting
If you wish to attend the meeting please bring this form with you to assist registration .
LaserBond Limited
ACN 057 636 692
Your Address
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register. If this is
and make the correction in the space to the left. Security holders sponsored by a broker should advise their broker of any changes.
Please note you cannot change ownership of your securities using this form.
PROXY FORM
I/We being a member/s of LaserBond Limited (Company) and entitled to attend and vote hereby appoint:
A APPOINT A PROXY
the Chair of the Meeting (mark box)
OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of LaserBond Limited to be held at Rydges Campbelltown, Bookman & Rockwell Room, 15 Old Menangle Road, Campbelltown NSW 2560 on Friday 5[th] November 2021 at 10.00 am AEDT and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.
Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1 and 3, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these resolutions even though Resolutions 1, 3, 4, 6 & 7 are connected with the remuneration of a member of key management personnel for LaserBond Limited.
The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including all resolutions related to remuneration matters). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.
B VOTING DIRECTIONS (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 vote will not be counted in calculating the required majority if a poll is called.)
For Against Abstain*
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Resolution 1 To Adopt the Remuneration Report
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Resolution 2 To Re-elect Mr. Philip Suriano as a Non-Executive Director
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Resolution 3 Approval of fully-paid ordinary shares issued to Mr Philip Suriano as part of Non-Executive Director remuneration non-cash component in the form of equity issue.
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Resolution 4 Approval of fully-paid ordinary shares issued to Mr Matthew Twist as part of Executive Director remuneration non-cash component in the form of equity issue.
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Resolution 5 Approval of an additional placement capacity to issue securities equivalent to an additional 10% (Special Resolution)
Resolution 6 Approval to increase the maximum total aggregate amount of fees payable to Non-Executive Directors
Resolution 7 Approval of the issue of securities under an employee incentive scheme as an exception to ASX listing rules 7.1 and 7.1A.
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C
SIGNATURE OF SHAREHOLDERS (This form must be signed to enable your directions to be implemented.)
Individual or Security holder 1 Security holder 2 Security holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary C Contact Date / / 2021