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MACH7 TECHNOLOGIES LIMITED — AGM Information 2014
Jan 19, 2014
65285_rns_2014-01-19_0e015730-f4d2-454d-9a85-66a294ffff41.pdf
AGM Information
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SAFETY MEDICAL PRODUCTS LIMITED
(ACN 007 817 192)
NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT
General Meeting to be held at the offices Trident Capital, Level 24, 44 St George’s Terrace, Perth, Western Australia on 17 February 2014 commencing at 10.00am (WST).
This Notice of General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.
ACN 007 817 192
SAFETY MEDICAL PRODUCTS LIMITED
NOTICE OF GENERAL MEETING
Notice is given that a General Meeting of Shareholders of Safety Medical Products Limited will be held at the offices of Trident Capital, Level 24, 44 St George’s Terrace, Perth, Western Australia on 17 February 2014 commencing at 10.00am (WST).
1. Kisara Gold Share Distribution
To consider and if thought fit, pass the following resolution as an ordinary resolution:
"That subject to Resolution 2 being passed, on the basis set out in the Explanatory Statement and for all purposes:
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a) the issued share capital of the Company be reduced, without cancelling any shares, by an amount equal to the value as per the Company’s financial statements of all the fully paid ordinary shares in the capital of Kisara Gold Pty Ltd ("Kisara ") with effect as at 7.00pm Western Standard Time on 18 February 2014; and
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b) the reduction be satisfied by the distribution ("Distribution") and transfer of all the Kisara Shares ("Kisara Shares") to holders of ordinary shares in the Company registered as such on the Record Date in the ratio of 1 Kisara Share for every 50 ordinary shares in the Company held as at the Record Date, to be effected in accordance with the Company's Constitution, the ASX Listing Rules and as otherwise determined by the directors of the Company."
2. Alteration of Constitution
To consider and, if thought fit, pass the following special resolution
“That clause 10.2 of the Company's Constitution is altered by adding the following sentence at the end of that clause:
"Subject to the Act and the Listing Rules, if the Company reduces its capital by the distribution of securities of another corporation, each Member consents to being a member of the other corporation and be bound by its constitution."
3. Ratification of issue of Shares under Tranche 1 Placement
To consider and if thought fit, pass with or without amendment the following resolution as an ordinary resolution:
“That for the purpose of Listing Rule 7.4 and for all other purposes, approval is given to ratify the prior issue of 74,000,000 Shares to Sophisticated and Professional Investors under the Tranche 1 Placement on the terms and conditions set out in the Explanatory Statement.”
Voting exclusion
The Company will disregard any votes cast on this resolution by any person who participated in the issue the subject of this resolution and any person associated with those persons. However, the Company need not disregard any vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or 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.
Page 2
Notice of General Meeting
SAFETY MEDICAL PRODUCTS LIMITED
ACN 007 817 192
4. Approval of issue of Shares under Tranche 2 Placement
To consider and if thought fit, pass with or without amendment the following resolution as an ordinary resolution:
“That for the purpose of Listing Rule 7.1 and for all other purposes, approval is given to issue of 176,000,000 Shares at an issue price of $0.002 per Share to Sophisticated and Professional Investors under the Tranche 2 Placement on the terms and conditions set out in the Explanatory Statement.”
Voting exclusion
The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue 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. However, the Company need not disregard any vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or 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.
Explanatory Statement
The accompanying Explanatory Statement forms part of this Notice of General Meeting and should be read in conjunction with it.
Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice of General Meeting and the Explanatory Statement.
Proxies
Please note that:
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(a) a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy;
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(b) a proxy need not be a member of the Company;
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(c) a Shareholder may appoint a body corporate or an individual as its proxy;
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(d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and
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(e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the General Meeting or handed in at the General Meeting when registering as a corporate representative.
Page 3
Notice of General Meeting
SAFETY MEDICAL PRODUCTS LIMITED ACN 007 817 192
Voting Entitlements
In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00pm (WST) on 15 February 2014. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the General Meeting.
Enquiries
Shareholders may contact the Company on (+61 8) 6211 5099 if they have any queries in respect of the matters set out in these documents.
By Order of the Board of Directors
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Deborah Ho
Company Secretary
Dated this 10[th] day of January 2014
Page 4
Notice of General Meeting
SAFETY MEDICAL PRODUCTS LIMITED
ACN 007 817 192
Explanatory Statement
This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s General Meeting.
The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of General Meeting.
This Explanatory Statement should be read in conjunction with the Notice of General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.
Explanatory Notes on Ordinary Business
Resolution 1 – Kisara Gold Share Distribution
On 12 June 2012 Safety Medical announced that it had entered into Heads of Agreement (“HoA”) to acquire Australian unlisted company Kisara Gold Pty Ltd. Kisara, through its Brazillian subsidiary company Mineracao Caiçara Ltda, is the holder of the Silvina Gold Project in the Bahia state of Brazil. Subsequent to the execution of the HoA Kisara acquired further projects in Brazil and Safety Medical conducted its due diligence of the projects. Under the HoA and also the subsequent Share Sale and Purchase Agreement (“SSPA”) Safety Medical products advanced funds to Kisara to assist with the acquisition of the additional projects and also some preliminary groundwork which was also used by Safety Medical as part of its due diligence.
In December 2013 Safety Medical entered into a Deed of Termination with Kisara and its Shareholders under which the acquisition of Kisara by Safety Medical was terminated. This decision was made by the Board of Safety Medical as it had become apparent that recompliance with Chapters 1 and 2 of the ASX Listing Rules and raising the required capital was no longer possible given the difficult capital markets for resource juniors, and in particular those focussed on gold. As part of this agreement the funds advanced to Kisara under the HoA and the SSPA were converted to Kisara Shares. As announced on 18 December 2013 it is the intention of the Company to distribute these Kisara Shares to the Shareholder of Safety Medical on a pro rata basis by way of a reduction of capital. The Directors believe that this will allow Safety Medical to refocus on its SecureTouch Syringe technology and other options in the health care equipment and services sector in which it currently operates.
Subject to Shareholder approval, Safety Medical will distribute all Kisara Shares by effecting an equal reduction of Safety Medical’s share capital on the basis of 1 Kisara Share for every 50 Safety Medical Shares held. Each Shareholder will receive an in specie return of capital by way of the distribution of Kisara Shares in proportion to the number of shares held by that Shareholder as at the Record Date. Safety Medical Shareholders will retain direct ownership of Safety Medical and will receive direct ownership of Kisara.
It is not intended that Safety Medical will retain a shareholding in Kisara.
Kisara will operate as an unlisted public company in the interim and will continue to advance its projects in Brazil through its own funding arrangements. Current Safety Medical Shareholders will not be required to contribute additional funds.
Summary and Indicative Timetable
Safety Medical intends to distribute, via a pro-rata in specie distribution by way of capital reduction, all the Kisara Shares to Shareholders on a 1 for 50 basis.
Safety Medical seeks Shareholder approval to enable Safety Medical to reduce its share capital by the distribution of specific assets, being the shares in Kisara. If the Resolution is approved, the Company will conduct an equal reduction of its share capital in accordance with sections 256B and 256C of the Corporations Act and distribute the Kisara Shares to Shareholders on a pro-rata basis (subject to fractional amounts being rounded down). Transfers of Kisara Shares under the
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Notice of General Meeting
ACN 007 817 192
SAFETY MEDICAL PRODUCTS LIMITED
Distribution will not be undertaken in respect of parcels of Kisara Shares with a value of less than $250, or to shareholders where the legal and regulatory requirements in the jurisdiction where the Shareholder is resident restricts or prohibits the Distribution or would impose on the Company an obligation to prepare a prospectus or other similar document or otherwise impose on the Company an undue burden. Refer to the section Small Parcel and Overseas Shareholders below for details of how these Kisara Shares will be treated.
The Corporations Act and the Listing Rules set out the procedure and timing for a capital reduction. The alteration to the share capital and the Distribution will become effective from the Distribution Date. If the capital reduction proceeds, Shareholders will receive a pro rata entitlement to the Kisara Shares and each Shareholder's name will be entered on the register of members of Kisara.
The effect of Resolution 2 being passed (and in relation to which Resolution 1 is conditional) is that each Safety Medical Shareholder will be deemed to have consented to becoming a Kisara shareholder and being bound by its constitution. A Shareholder’s entitlement to Kisara Shares to be distributed is to be based on the number of Shares held at the Record Date. Shareholders will receive 1 Kisara Share for every 50 Safety Medical Shares held at the Record Date.
Your Board considers that the advantages of the reduction of capital outweigh the disadvantages. Please refer to the advantages and disadvantages of passing the resolution below.
Other than as shareholders of Safety Medical or as set out in this Explanatory Statement, none of the Directors has any interest in the resolution.
Indicative Timetable
The following is the indicative timetable set by the Directors in relation to the restructure:
| Event | Date |
|---|---|
| Record date for capital reduction/in specie distribution |
Thursday 2 January 2014 |
| Shareholder Meeting to approve capital reduction | Monday 17 February 2014 |
| Distribution of Kisara Shares to members | Tuesday 18 February 2014 |
Advantages and Disadvantages
Advantages
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Safety Medical’s ability to refocus on its SecureTouch Syringe technology and other options in the health care equipment and services sector in which it currently operates is enhanced by the Distribution.
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The Company has been able to secure additional funding through the Placement as a result of the proposed Distribution.
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The Distribution will enable Kisara to seek its own funding without potential investors being concerned about the ability of Safety Medical to comply with Chapters 1 and 2 of the ASX Listing Rules.
Disadvantages
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The net assets of Safety Medical will be reduced by the value of the Kisara Shares.
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The Distribution may have tax consequences for Shareholders.
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There is a cost associated with the Distribution which will be borne by Safety Medical.
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The Kisara Shares will not have a liquid market and may be difficult to sell.
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Notice of General Meeting
ACN 007 817 192
SAFETY MEDICAL PRODUCTS LIMITED
Shareholder Approval and Regulatory Aspects
Corporations Act
Under the Corporations Act, Safety Medical must not effect a reduction of capital unless it is fair and reasonable to its Shareholders as a whole, does not materially prejudice Safety Medical’s ability to pay its creditors, and is approved by Shareholders.
Your Board considers that this Proposal is fair and reasonable to the Shareholders as a whole. This is because each Safety Medical Shareholder is treated equally and in the same manner since the terms of the reduction of capital are the same for each Shareholder and the Distribution is on a pro rata basis, and the proportionate ownership interest of each Shareholders remains the same before and after the capital reduction.
The Directors consider that the reduction of capital does not materially prejudice the Company’s ability to pay its creditors. The reduction is being effected through the Distribution and does not involve any payment of cash.
The proposed reduction is an equal reduction under section 256B of the Corporations Act and requires approval by an ordinary resolution passed at a general meeting of Safety Medical Shareholders.
If the Resolution is approved, Shareholders (as at the Record Date) will receive a pro rata beneficial entitlement to Kisara Shares (1 Kisara Share for every 50 Safety Medical Shares held). The reduction in Safety Medical's share capital and the distribution of Kisara Shares will become effective from the Distribution Date. Any fractions of entitlement will be rounded down to the next whole number. Shares in Kisara are to be held subject to its constitution which is in standard form.
The dollar value of the proposed return of capital will be an amount equal to the value of the Kisara Shares distributed as set out in the Company’s financial statements. At the date of this Notice the value was $664,047.
The Board considers the proposed reduction of capital will have no material effect on the interests of Shareholders, except as disclosed in the discussion of the advantages and disadvantages of the reduction set out above.
The proportionate ownership of Shareholders will remain the same both before and after the return of capital (although this may well change in due course).
Tax Consequences
The following contains a general summary of the Australian tax implications of the Distribution to Shareholders who are residents of Australia for income tax purposes and who hold their Shares on capital account. The summary does not take account of the individual circumstances of particular Shareholders and is intended as a general guide only. Shareholders should seek independent professional advice on the tax implications of the Distribution based on their own individual circumstances.
The Distribution will consist of a return of capital. The amount of capital returned will represent $0.0013 per Share.
The Company has not sought a Class Ruling from the Australian Taxation Office confirming the tax consequences of the Distribution and, in particular, that the Commissioner of Taxation will not make a determination under section 45B of the Income Tax Assessment Act 1936 to deem all or part of the return of capital to be an unfranked dividend. However, as the value being distributed represents the cost of the Kisara Shares to the Company, we do not believe that there is a reasonable basis to do so.
The return of capital will constitute a CGT event which may give rise to a cost base adjustment or capital gain or loss for Shareholders.
If the amount of the capital return by the Company does not exceed a Shareholder’s CGT cost base for their Shares, no capital gain should arise for the Shareholder and the cost base and reduced cost base of the Shareholder’s Shares should be reduced to the extent of the amount of the capital returned.
Page 7
Notice of General Meeting
ACN 007 817 192
SAFETY MEDICAL PRODUCTS LIMITED
Shareholders will derive capital gains to the extent that the amount of capital returned by the Company exceeds their CGT cost base for their Shares. Any such capital gains would be required to be included in the calculation of any net capital gain, which in turn would be included in the assessable income of those Shareholders.
Shareholders who are individuals, trusts or complying superannuation funds may be entitled to reduced capital gains (after taking into account capital losses) by half, in the case of individuals and trusts, or by one third in the case of complying superannuation entities, if they held the Shares for at least 12 months prior to the time of the relevant CGT event. Companies are not entitled to claim the CGT discount.
Shareholders should seek their own advice as to whether they are entitled to a CGT discount and, in particular, trustees should seek advice as to whether the benefit of any discount capital gain derived by a trust will be taken to flow through to beneficiaries of the trust.
For CGT purposes, each Shareholder will be taken to have acquired their Kisara Shares on the date of the Distribution. The cost base for the Kisara Shares will be $0.0664 per Kisara Share.
Directors’ Recommendation
The Board recommends unanimously that Shareholders vote in favour of the Resolution.
Directors’ Interests in the Company
The Directors hold Shares in the Company as set out in the table below as at the date of this Explanatory Memorandum.
| um. | |
|---|---|
| Name | Shares |
| Peter Christie | 12,833,534 |
| Simon Lill | 3,000,000 |
| Stephen Hewitt-Dutton | 2,000,000 |
The Directors will be entitled to participate in the Distribution.
Small Parcel and Overseas Shareholders
The Distribution of the Kisara Shares to overseas Shareholders under the reduction of capital will be subject to legal and regulatory requirements in their relevant overseas jurisdictions. If the requirements of any jurisdiction where a Shareholder is resident are held to restrict or prohibit the distribution of securities as proposed or would impose on Safety Medical an obligation to prepare a prospectus or other similar disclosure document or otherwise impose on Safety Medical an undue burden, the Kisara Shares to which the relevant Shareholder is entitled will not in fact be issued to such Shareholders and instead will be sold by Safety Medical on their behalf when a market for the Kisara Shares becomes available, in order that Safety Medical will pay the relevant Shareholder a cash equivalent amount, or otherwise Safety Medical will seek to make alternative arrangements with respect to the relevant Shareholder which are reasonable in all the circumstances.
It will be the responsibility of each Shareholder to comply with the laws to which they are subject in the jurisdictions in which they are resident.
Safety Medical has determined that Kisara Shares will only be transferred to those Shareholders that will receive Kisara Shares with a value of $250 or more. Those Shareholder holding less than 188,000 Shares will not receive a distribution of Kisara Shares. These Kisara Shares will initially be held by Safety Medical on trust for those Shareholders, and ultimately sold on those Shareholder’s behalf when a market for these shares is available in order that Safety Medical will pay the relevant Shareholder a cash equivalent amount, or otherwise Safety Medical will seek to make alternative arrangements with respect to the relevant Shareholder which are reasonable in all the circumstances.
Page 8
Notice of General Meeting
ACN 007 817 192
SAFETY MEDICAL PRODUCTS LIMITED
If Safety Medical elects to sell the Kisara Shares on a relevant Shareholder’s behalf, Safety Medical will then account to those Shareholders for the net proceeds of sale after deducting the costs and expenses of the sale. As the return of capital is being represented and satisfied by the Distribution and security prices may vary from time to time (assuming a liquid market is available), the net proceeds of sale payable to such Shareholders may be more or less than the notional dollar value of the reduction of capital.
Resolution 2 – Amendment to Constitution
Safety Medical seeks shareholder approval by way of special resolution to alter its Constitution to clarify that the Safety Medical shareholders will be deemed to have consented to be a shareholder of Kisara and be bound by its constitution as a consequence of the distribution described above. This removes any technical uncertainty regarding Safety Medical Shareholder consent in this regard.
The Kisara Share distribution contemplated by Resolution 1 is conditional on this resolution being passed.
Resolution 3 – Ratification of issue of Shares under Tranche 1 Placement
On 18 December 2013 the Company announced that it had executed a mandate with Taylor Collison to raise $500,000 through the issue of 250,000,000 Shares at a price of $0.002 per Share. On 3 January 2014 the Company issued 74,000,000 as Tranche 1 of the Placement to Sophisticated and Professional Investors under Section 708A(5) of the Corporations Act.
Shareholder approval is sought to ratify the 74,000,000 Shares previously issued under the Tranche 1 Placement and referred to in Resolution 3.
Listing Rules
Listing Rule 7.1 provides that (subject to certain exceptions, none of which are relevant here) prior approval of shareholders is required for an issue of securities by a company if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of the ordinary securities on issue at the commencement of that 12 month period.
Listing Rule 7.4 provides that an issue of securities by a company made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the Company’s shareholders subsequently approve it. Such approval replenishes the company’s 15% capacity and enables it to issue further securities up to that limit. Accordingly, if Resolution 3 is approved, the Shares issued under the Tranche 1 Placement will not be included in the Company’s 15% calculation for the purposes of Listing Rule 7.1.
Listing Rule 7.5 requires that the following information be provided to the Shareholders in relation to obtaining approval of Resolution 3 for the purposes of Listing Rule 7.4:
1. Number of Securities allotted
A total of 74,000,000 Shares were issued.
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Notice of General Meeting
SAFETY MEDICAL PRODUCTS LIMITED
ACN 007 817 192
2. The price at which the Securities were issued
The Shares had an issue price of $0.002 per Share.
3. The terms of the Securities
The Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue.
4. Names of the allottees or the basis on which the allottees were determined
The Shares under the Tranche 1 Placement were issued to clients of Taylor Collison who are Sophisticated or Professional Investors under section 708A(5) of the Corporations Act. None of the allottees were related parties of the Company.
5. The use of (or intended use) of the funds raised
Funds raised will be utilised to further progress the Company’s Secure Touch syringe project as well as consider new opportunities in the Health Care and Equipment Services sector.
Resolution 4 – Approval of the Issue of Shares under Tranche 2 Placement
As noted above, the Company executed a mandate with Taylor Collison to raise $500,000 through the issue of 250,000,000 Shares at a price of $0.002 per Share. On 3 January 2014 the Company issued 74,000,000 as Tranche 1 of the Placement to Sophisticated and Professional Investors under Section 708A(5) of the Corporations Act (as referred to in Resolution 3).
Shareholder approval is sought for the issue of the remaining 176,000,000 Shares to be issued under the Tranche 2 Placement and referred to in Resolution 4.
Listing Rules
Listing Rule 7.1 provides that (subject to certain exceptions, none of which are relevant here) prior approval of shareholders is required for an issue of securities by a company if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of the ordinary securities on issue at the commencement of that 12 month period.
Listing Rule 7.3 requires that the following information be provided to the Shareholders in relation to obtaining approval of Resolution 4 for the purposes of Listing Rule 7.1:
1. Maximum number of Securities to be issued
A total of 176,000,000 Shares are to be issued.
2. Date by which the Securities will be issued
It is intended that the 176,000,000 Shares are issued on 18 February 2014, and in any case no later than 17 May 2014. It is not anticipated that the Shares will be allotted progressively.
3. The price at which the Securities will be issued
The Shares will have an issue price of $0.002 per Share.
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Notice of General Meeting
SAFETY MEDICAL PRODUCTS LIMITED
ACN 007 817 192
4. The terms of the Securities
The Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue.
5. Names of the allottees or the basis on which the allottees will be determined
The Shares to be issued under the Tranche 2 Placement will be issued to clients of Taylor Collison who are Sophisticated or Professional Investors under section 708A(5) of the Corporations Act. None of the allottees will be related parties of the Company.
6. The intended use of the funds raised
Funds raised will be utilised to further progress the Company’s Secure Touch syringe project as well as consider new opportunities in the Health Care and Equipment Services sector.
ASIC and ASX Involvement
A copy of this notice of Meeting, including this Explanatory Memorandum, has been provided to ASIC and lodged with ASX. Neither ASIC nor ASX nor any of their respective officers takes any responsibility for the contents of these documents.
Page 11
Notice of General Meeting
SAFETY MEDICAL PRODUCTS LIMITED
ACN 007 817 192
Glossary
In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:
| General Meeting | means the General Meeting convened by this Notice of |
|---|---|
| meeting. | |
| Associate | means a party so described by section 10 – 17 of the |
| Corporations Act. | |
| ASX | ASX Limited (ACN 098 624 691). |
| WST | Western Standard Time. |
| Board | Board of Directors. |
| Chairman | means Mr Peter Christie. |
| Constitution | Constitution of the Company. |
| CompanyorSafety Medical | Safety Medical Products Limited (ACN 007 817 192) |
| Corporations ActorAct | Corporations Act 2001 (Cth). |
| Director | Director of the Company. |
| Distribution | means the pro rata in specie distribution of Kisara Shares to |
| Shareholders on the basis of 1 Kisara Share for every 50 | |
| Shares held in the Company on the terms set out in this Notice | |
| of general Meeting. | |
| Distribution Date | 18 February 2014 or such other date as determined by the |
| Directors. | |
| Explanatory Statement | the Explanatory Statement accompanying the Notice of General |
| Meeting. | |
| Kisara | Kisara Gold Pty Ltd (ACN 153 391 792). |
| Kisara Shares | means ordinary fully paid shares in Kisara. |
| Listing Rules | the listing rules of ASX. |
| Meeting | means this General Meeting. |
| Notice of General Meeting | the Notice of General Meeting accompanying the Explanatory |
| Statement. | |
| Placement | means the issue of 250,000,000 Shares to sophisticated and |
| professional investors under the Tranche 1 Placement and | |
| Tranche 2 Placement. | |
| Record Date | 2 January 2014 |
| Share/s | ordinary fully paid share/s in the capital of the Company. |
| ShareholderorMember | means a shareholder of the Company. |
| Tranche 1 Placement | means the placement of 74,000,000 Shares completed on |
| 3 January 2014. | |
| Tranche 2 Placement | means the placement of 176,000,000 Shares to be completed |
| following approval of Shareholders at this Meeting. |
Page 12
Notice of General Meeting
SAFETY MEDICAL PRODUCTS LIMITED
ACN 007 817 192
GENERAL MEETING - PROXY FORM
I/We
of
being a member of Safety Medical Products Limited (ACN 007 817 192) entitled to attend and vote at the General Meeting, hereby
Appoint
Name of Proxy
OR the Chairman of the General Meeting as your proxy
or failing the person so named or, if no person is named, the Chairman of the General Meeting, or the Chairman’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the General Meeting to be held at 10.00am (WST) on Monday 17 February at Level 24, 44 St George’s Terrace, Perth, Western Australia, and at any adjournment thereof.
IMPORTANT:
If the Chairman of the meeting is your proxy, or if appointed your proxy by default and you do not wish to direct him/her how to vote on any of these resolutions, you must mark the above box with an “X”. By marking the box, you acknowledge that the Chairman of the meeting may exercise your proxy on those resolutions (for which you have not given a direction) even if he/she has an interest in the outcome of the resolution and that votes cast by him/her, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote on any of these resolutions, the Chairman of the meeting will not cast your votes on the resolutions (for which you have not given a direction) on a show of hands or on a poll. The Chairman of the meeting intends to vote undirected proxies in favour of each resolution.
Voting directions to your proxy - Please mark only one of the boxes with an “X” for each resolution to indicate your directions.
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Ordinary Business For Against Abstain
Resolution 1. Kisara Gold Share Distribution
Resolution 2. Alteration of Constitution
Resolution 3. Ratification of issue of Shares under Tranche 1 Placement
Resolution 4. Approval of issue of Shares under Tranche 2 Placement
If you mark the “Abstain” box with an “x” for a particular resolution, you are directing your proxy not to vote on your behalf
on a show of hands or on a poll.
PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be
implemented
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Director Director/Company Secretary
Sole Company Secretary
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SAFETY MEDICAL PRODUCTS LIMITED
ACN 007 817 192
How to complete this Proxy Form
1 Your Name and Address
This is the name and address on the Share Register of Safety Medical Products Limited. If the information is incorrect, shareholders should advise the Company of any changes required. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.
2 Appointment of a Proxy
You are entitled to appoint no more than two proxies to attend and vote on a poll on your behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of your voting rights. If you appoint two proxies and the appointment does not specify this proportion, each proxy may exercise half of your votes.
If you wish to appoint the Chairman of the Meeting as your proxy, please mark the box. If you leave this section blank or your named proxy does not attend the Meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.
3 Votes on Resolutions
You may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item your vote will be invalid on that item.
4 Signing Instructions
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the shareholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company’s share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.
5
Lodgement of a Proxy
To vote by proxy, please complete and sign the enclosed Proxy Form (and any Power of Attorney and/or second Proxy Form) and return by:
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(a) mail to the Company’s registered office at PO Box Z5183, Perth, Western Australia, 6831; or
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(b) facsimile to the Company on facsimile number +61 8 9218 8875,
so that it is received by 10.00am (WST) on Saturday, 15 February 2014.
Proxy forms received later than this time will be invalid.