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NOUMI LIMITED — Proxy Solicitation & Information Statement 2009
Apr 26, 2009
65435_rns_2009-04-26_4971d76b-a5cd-43d4-99ee-647ad12acbab.pdf
Proxy Solicitation & Information Statement
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27 April 2009
Dear Shareholder
I am writing to invite you, as a shareholder in Freedom Nutritional Products Limited ( Company ), to attend an Extraordinary General Meeting at the Company’s offices at 80 Box Road Taren Point, NSW, 2229 on Thursday 28 May 2009 at 11.30 am. Further details of the meeting are set out in the Notice of Meeting enclosed with this letter.
The purpose of the Extraordinary General Meeting is to consider and, if thought fit, to pass a special resolution to replace the Company’s existing Memorandum and Articles of Association with a new Constitution.
The proposed new Constitution is based on the existing Memorandum and Articles of Association with amendments that reflect changes in the legal and regulatory environment applying to the Company since the Memorandum and Articles of Association were last amended at the Annual General Meeting Held on 30 October 1996. Due to those changes, many aspects of the Memorandum and Articles of Association are no longer consistent with the Corporations Act and the ASX Listing Rules. There have also been substantial developments in corporate governance principles and general corporate practice over the years which should be usefully reflected in an updated Constitution which aligns the Company with the practice of other Australian listed companies.
In particular, the amendments:
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include more flexible provisions for the issue new share capital, including the issue of new preference shares or classes of preference shares, in the Company, which will enable the Company to raise funds more readily and with greater flexibility to meet capital requirements across its business;
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include provisions enabling the compulsory sale of non-marketable parcels of securities and to amend the provisions relating to transfer of securities for consistency with market practice;
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enhance the decision making powers of the directors to streamline decision making processes that are not reserved to the general meeting by the Corporations Act or in general market practice; and
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otherwise update the Memorandum and Articles of Association to reflect and accommodate the changes in the legal and regulatory framework now applying to the Company and to reflect current corporate governance practice.
As disclosed at the 2008 Annual General Meeting, the Company intends to undertake an equity raising to support the Company’s project for the development of its factory at Leeton. No decision has yet been made either to proceed with this equity raising or as to the form this equity raising would take.
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Chairman’s Letter EGM 27April2009
However, given the current volatility of market conditions, the Company wishes to ensure that it has maximum flexibility to raise capital in the manner determined by the board to be the most cost effective and time efficient at the time of any capital raising.
The amendments to the Constitution will give the Company that flexibility in relation to any proposed capital raising, including the ability to issue preference shares on terms to be determined by the directors.
An Explanatory Memorandum that addresses the proposed changes in detail is included with the Notice of Meeting that accompanies this letter.
The directors recommend that shareholders vote in favour of the resolution.
A Form of Proxy is also included with the Notice of Meeting. If you will not be attending the meeting, I encourage you to lodge the Form of Proxy by returning it in sufficient time so that it will be received by 11.30 am on 26 May 2009 at 80 Box Road, Taren Point, New South Wales, 2229 or received by facsimile on facsimile number (02) 9525 5406.
Yours sincerely
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Perry Gunner Chairman
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Chairman’s Letter EGM 27April2009