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MACRO METALS LIMITED — Proxy Solicitation & Information Statement 2010
May 9, 2010
65283_rns_2010-05-09_b0dee3e5-9e82-491f-8be5-e10c8d819dc9.pdf
Proxy Solicitation & Information Statement
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ENERGIO LIMITED ACN 001 894 033
NOTICE OF GENERAL MEETING
TIME : 10.00 am (WST) DATE : 10 June 2010 PLACE : FJH Solutions, 21 Teddington Road, BURSWOOD WA
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 8) 9486 2333.
CONTENTS PAGE
| Notice of General Meeting (setting out the proposed resolutions) | 3 |
|---|---|
| Explanatory Statement (explaining the proposed resolutions) | 5 |
| Glossary | 9 |
| Proxy Form | 10 |
TIME AND PLACE OF ME ETING AND HOW TO VOT E
VENUE
The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10 am (WST) on 10 June 2010 at:
FJH Solutions, 21 Teddington Road, BURSWOOD WA
YOUR VOTE IS IMPORTANT
The business of the General Meeting affects your shareholding and your vote is important.
VOTING IN PERSON
To vote in person, attend the 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:
(a) post to Energio Limited, C- FJH Solutions Pty Ltd, PO Box 6918, East Perth, Western Australia, 6892; or
- (b) facsimile to the Company on facsimile number (+61 8)9355 4580,
so that it is received not later than 10 am (WST) on 8 June 2010.
Proxy Forms received later than this time will be invalid.
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NOTICE OF GENERAL MEETI NG
Notice is given that the General Meeting of Shareholders will be held at 10 am (WST) on 10 June 2010 at FJH Solutions, 21 Teddington Road, BURSWOOD WA.
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the 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 General Meeting are those who are registered Shareholders of the Company at the close of business on 8 June 2010.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
AGENDA
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – SHARES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 80,000,000 Shares on the terms and conditions in the Explanatory Statement”.
Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, 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.
2. RESOLUTION 2 - PLACEMENT – SHARES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 57,000,000 Shares 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, and any associates of those persons. However, 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.
3. RESOLUTION 3 - PROPOSED ISSUE OF SHARES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue Shares to raise a total of
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up to $5,000,000 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, and any associates of those persons. However, 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.
DATED: 30 APRIL 2010
BY ORDER OF THE BOARD
SEAN HENBURY COMPANY SECRETARY ENERGIO LIMITED
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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 General Meeting to be held at 10 am (WST) on 10 June 2010 at FJH Solutions, 21 Teddington Road, BURSWOOD WA.
This 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. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – SHARES
1.1 General
On 20 April 2010, the Company lodged a supplementary prospectus with the ASIC to increase the amount of funds to be raised under the prospectus lodged by the Company with the ASIC on 31 March 2010 ( Prospectus ). As such, the Company will be making a further offer of Shares under the Prospectus ( Further Offer ) of up to 80,000,000 Shares at an issue price of 0.5 cents per Share to raise $400,000 (before expenses).
None of the subscribers pursuant to the Further Offer will be a related party of the Company.
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 months period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue of the commencement of that 12 month period.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.
The offer of Shares under the Further Offer will be in accordance with the Company’s 15% placement capacity under ASX Listing Rule 7.1 and the Company intends to complete the issue of Shares pursuant to the Further Offer prior to the date of the General Meeting. As such, Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Share Ratification ).
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain Shareholder approval.
1.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:
-
(a) the maximum number of Shares to be issued pursuant to the Further Offer is 80,000,000 Shares;
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(b) the issue price of the Shares will be 0.5 cents per Share;
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(c) the Shares to be issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
-
(d) the Shares will be allotted and issued to clients and parties introduced by Indian Ocean Group and EFloat. None of the subscribers will be related parties of the Company;
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(e) the Shares will be allotted and issued prior to the date of the General Meeting and on one and the same date; and
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(f) the Company intends to use the funds raised from this issue for:
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(i) reviewing and developing the Company’s existing business (including rent and salaries); and
-
(ii) reviewing other new projects.
2. RESOLUTION 2 – PLACEMENT - SHARES
2.1 General
Resolution 2 seeks Shareholder approval for the allotment and issue of 57,000,000 Shares at an issue price of 0.5 cents per Share to raise a total of up to $285,000 ( Share Placement ).
None of the subscribers pursuant to this issue will be related parties of the Company.
A summary of ASX Listing Rule 7.1 is set out in Section 1.1above.
The effect of Resolution 2 will be to allow the Directors to issue the Shares pursuant to the Share Placement during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.
2.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Share Placement:
-
(a) the maximum number of Shares to be issued is 57,000,000 Shares;
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(b) the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on one and the same date;
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(c) the issue price will be 0.5 cents per Share;
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(d) the Shares will be issued to clients and parties introduced by Indian Ocean Group and EFloat, none of whom are related parties of the Company;
-
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
-
(f) the Company intends to use the funds raised from the Share Placement towards:
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-
(i) reviewing and developing the Company’s existing business (including rent and salaries); and
-
(ii) reviewing other new projects.
3. RESOLUTION 3 – PROPOSED ISSUE OF SHARES
3.1 General
Resolution 3 seeks Shareholder approval for the allotment and issue of Shares to raise a total of up to $5,000,000 ( Share Placement ).
None of the subscribers pursuant to this issue will be related parties of the Company.
A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.
The effect of Resolution 3 will be to allow the Directors to issue the Shares pursuant to the Share Placement during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.
3.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Share Placement:
-
(a) the maximum number of Shares to be issued is 1,000,000,000;
-
(b) the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on one and the same date;
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(c) the issue price will be not less than the lower of 0.5 cents per share and 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed;
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(d) the allotees will be parties nominated by the Directors (the identity of which are not known as at the date of this Notice). None of the allottees will be related parties of the Company;
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(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
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(f) the Company intends to use the funds raised from the Share Placement towards:
-
(i) reviewing and developing the Company’s existing business (including rent and salaries); and
-
(ii) reviewing other new projects.
4. ENQUIRES
Shareholders are required to contact Sean Henbury on (+ 61 8) 9355 4580 if they have any queries in respect of the matters set out in these documents.
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GLOSSARY
$ means Australian dollars.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Company means Energio Limited (ACN 001 894 033).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
EFloat means EFloat Pty Ltd (ACN 140 980 703 )
Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.
General Meeting means the meeting convened by the Notice of Meeting.
Indian Ocean Group means Indian Ocean Advisory Group Pty Ltd (ACN 124 095 834)
Notice of Meeting or Notice of General Meeting means this notice of general meeting 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.
WST means Western Standard Time as observed in Perth, Western Australia.
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PROXY FORM
APPOINTMENT OF PROXY ENERGIO LIMITED ACN 001 894 033
GENERAL MEETING
| GENERAL MEETING | ||
|---|---|---|
| I/We | ||
| of | ||
| being a member of Energio Limited entitled to attend and vote at the General Meeting, hereby | ||
| Appoint | ||
| Name of proxy | ||
| OR | the Chair of the General Meeting as your proxy |
or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10am (WST), on 10 June 2010 at FJH Solutions 21 Teddington Road, Burswood WA, and at any adjournment thereof.
If no directions are given, the Chair will vote in favour of all the Resolutions.
OR
Voting on Business of the General Meeting Resolution 1 – Ratification of Prior Issue – Shares Resolution 2 – Placement – Shares Resolution 3 – Proposed Issue of Shares
FOR AGAINST ABSTAIN
Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.
| Signature of Member(s): Individual or Member 1 Sole Director/Company Secretary |
Member 2 Director |
Date: ____ Member 3 |
|---|---|---|
| Director/Company Secretary |
Contact Name: _____ Contact Ph (daytime): _________
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ENERGIO LIMITED ACN 001 894 033
Instructions for Completing ‘Appointment of Proxy’ Form
1.
( Appointing a Proxy ): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their 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 the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.
2.
( Direction to Vote ): A member 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 the vote will be invalid on that item.
3. ( Signing Instructions ):
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( Individual ): Where the holding is in one name, the member must sign.
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( Joint Holding ): Where the holding is in more than one name, all of the members should sign.
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( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
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( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.
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( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.
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( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
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(a) post to Energio Limited, C/- FJH Solutions Pty Ltd, 21 Teddington Road, Burswood, Western Australia 6100; or
-
(b) facsimile to the Company on facsimile number +61 8 9355 4580,
so that it is received not later than 10am (WST) on 8 June 2010.
Proxy forms received later than this time will be invalid.
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