AI assistant
PEAKO LIMITED — Proxy Solicitation & Information Statement 2012
Mar 12, 2012
65567_rns_2012-03-12_11ac1c43-decc-451a-8fb3-f9518bcb105c.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer

RAISAMA ENERGY LIMITED
ABN 79 131 843 868
NOTICE OF GENERAL MEETING
and
EXPLANATORY MEMORANDUM
Date of Meeting: Thursday, 12 April 2012 Time of Meeting: 11.30am (WST) Place of Meeting: Raisama Energy Limited Suite 1 16 Ord Street West Perth WA 6005
This Notice of General Meeting and Explanatory Memorandum should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.
RAISAMA ENERGY LIMITED
ABN 79 131 843 868
NOTICE OF GENERAL MEETING
Notice is hereby given that the general meeting of shareholders of Raisama Energy Limited ABN 79 131 843 868 (Company) will be held at the Company's office, Suite 1, 16 Ord Street, West Perth, Western Australia at 11.30am (WST) on Thursday, 12 April 2012.
The Explanatory Memorandum which accompanies and forms part of this Notice of Annual General Meeting describes the various matters to be considered and contains a glossary of defined terms for terms that are not defined in full in this Notice of Annual General Meeting.
AGENDA
ORDINARY RESOLUTIONS
1. Ratification of past private placement of shares to exempt offerees
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders of the Company hereby approve and ratify the issue of 38,145,307 Shares at an issue price of $0.09 per Share to exempt offerees completed on 9 March 2012, on the terms and conditions described in the accompanying Explanatory Memorandum."
The Company will disregard any votes cast on this resolution by those persons who participated in the issue and their associates. However, a person can vote if the vote is cast 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.
2. Approval to issue Shares to sophisticated and professional investors
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, the shareholders of the Company hereby approve and authorise the issue and allotment to exempt offerees of up to 11,854,693 Shares in the capital of the Company at an issue price of $0.09 per Share; and otherwise on the terms and conditions described in the accompanying Explanatory Memorandum."
The Company will disregard any votes cast on this resolution by a 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 Shares if the resolution is passed, and any associate of those persons. However, the Company will not disregard a vote if it is cast as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form or it is cast by a person who is chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form as the proxy decides.
BY ORDER OF THE BOARD
Michael Langoulant Company Secretary Dated: 13 March 2012
RAISAMA ENERGY LIMITED ABN 79 131 843 868
EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be considered at the General Meeting of Shareholders to be held at the Company's office, Suite 1, 16 Ord Street, West Perth, Western Australia at 11.30am (WST) on Thursday, 12 April 2012.
This Explanatory Memorandum should be read in conjunction with the accompanying Notice of General Meeting. For the assistance of Shareholders, a glossary of defined terms is included at the end of this Explanatory Memorandum.
Full details of the business to be considered at this General Meeting are set out below.
1. Resolution 1 – Ratification of placement
On 7 March 2012 the Company announced that it had arranged a private placement of 50,000,000 Shares at an issue price of $0.09 per Share to exempt investors to raise $4.5 million (before issue costs) in working capital. The Company also advised that this placement would be done in two tranches. The first tranche of 38,145,307 Shares was completed on 9 March 2012 within the Company's 15% capacity in accordance with Listing Rule 7.1. The second tranche of 11,854,693 Shares is to be completed following shareholder approval via Resolution 2.
Patersons Securities Limited acted as Lead Manager to the placement and DJ Carmichael Co-Manager.
Resolution 1 seeks ratification by Shareholders for the issue of the first tranche of Shares for the purposes of Listing Rule 7.4.
The purpose of seeking shareholder approval and ratification of the issue of the Shares in Resolution 1 is to effectively reinstate the maximum limit under the Listing Rules on the number of securities that the Company may issue in any 12 month period without shareholder approval.
In accordance with the disclosure requirements of Listing Rule 7.5, the following information is provided to Shareholders to enable them to consider and ratify the issue of the Shares in Resolution 1:
-
(a) The Shares were issued on 9 March 2012.
-
(b) The number of Shares allotted and issued was 38,145,307.
-
(b) These Shares were issued at $0.09 cents per Share to raise funds for general working capital and to fund its exploration programs in both Indonesia and New Zealand.
-
(c) The Shares rank equally with all existing Shares.
-
(d) The allottees are not related parties of the Company.
-
(e) A total of $3,433,000 (less issue costs) was raised by the issue of the Shares pursuant to this Resolution.
-
(f) The Shares were predominately issued to clients of Patersons Securities Ltd and DJ Carmichael Securities Limited and all allottees were exempt offerees under the Corporations Act.
The Directors unanimously recommend Shareholders vote in favour of Resolution 1.
2. Resolution 2 – Approve a proposed placement
2.1 General
Resolution 2 seeks Shareholder approval for the allotment and issue of the second tranche of the placement as announced on 7 March 2012, being 11,854,693 Shares at an issue price of $0.09 per Share to exempt investors (Proposed Placement).
Patersons Securities Limited will act as Lead Manager to the Proposed Placement and DJ Carmichael Co-Manager.
None of the allottees pursuant to the Proposed Placement will be related parties of the Company.
Listing Rule 7.1 provides that a company must not, without prior approval of Shareholders and subject to specified exceptions, issue or agree to issue during any 12 month 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 at the commencement of that 12 month period.
The effect of Resolution 2 will be to allow the Directors to issue the Shares pursuant to the Proposed Placement during the period of 3 months after the date of the General Meeting, without utilising the Company's 15% annual placement capacity.
Pursuant to, and in accordance with Listing Rule 7.3, the following information is provided in relation to the Proposed Placement:
-
(a) The maximum number of Shares to be issued is 11,854,693.
-
(b) The Shares will be issued no later than 3 months after the date of the General Meeting and it is intended that allotment will occur on one date.
-
(c) The issue price of the Proposed Placement will be $0.09 per Share.
-
(d) The identity of allottee/s has not yet been determined. However all allottees will be exempt offerees under the Corporations Act.
-
(e) The allottees will not be related parties of the Company.
-
(f) The Shares will rank equally with all existing Shares.
-
(g) A total of $1,067,000 (less issue costs) will be raised by the issue of the Shares pursuant to this Resolution.
-
(h) The Company intends to use the funds raised from the Proposed Placement towards general working capital and to fund its exploration programs in both Indonesia and New Zealand.
The Directors unanimously recommend Shareholders vote in favour of Resolution 2.
GLOSSARY OF TERMS
In this Explanatory Memorandum the following expressions have the following meanings:
"Board" means the board of Directors of the Company.
"Company" means Raisama Energy Limited ABN 79 131 843 868.
"Constitution" means the Company's constitution from time to time.
"Corporations Act" means the Corporations Act 2001 (Cth).
"Directors" means the directors of the Company from time to time.
"Explanatory Memorandum" means this explanatory memorandum that accompanies and forms part of the Notice.
"Listing Rule" means a Listing Rule of ASX Limited.
"Meeting" or "General Meeting" means the general meeting of Shareholders of the Company convened by the Notice.
"Notice" or "Notice of General Meeting" means the notice of general meeting which accompanies this Explanatory Memorandum.
"Resolution" means a resolution referred to in the Notice.
"Share" means a fully paid ordinary share in the capital of the Company.
"Shareholder" means a shareholder of the Company.
"WST" means Western Standard Time in Western Australia.
PROXY AND VOTING ENTITLEMENT INSTRUCTIONS
PROXY INSTRUCTIONS
Shareholders are entitled to appoint up to two individuals or bodies corporate to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the Shareholder's voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes.
The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at or sent by facsimile transmission to the Company's office, PO Box 1255, West Perth WA 6872, +61 8 6143 1818, not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual or body corporate named in the proxy form proposes to vote.
The proxy form must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a corporation, in a manner permitted by the Corporations Act.
The proxy may, but need not, be a Shareholder of the Company.
In the case of Shares jointly held by two or more persons, all joint holders must sign the proxy form.
A proxy form is attached to this Notice.
VOTING ENTITLEMENT
For the purposes of determining voting entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 5.00pm (WST) on Tuesday, 10 April 2012. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.
RAISAMA ENERGY LIMITED
ABN 79 131 843 868
PROXY FORM
The Company Secretary Raisama Energy Limited, PO Box 1255, West Perth WA 6872 Facsimile +61 8 6143 1818 I/We ____________________________________________________________________________ of ____________________________________________________________________________ being a Shareholder/(s) of Raisama Energy Limited ("Company") and entitled to Shares in the Company hereby appoint ______________________________________________________________ of ____________________________________________________________________________ or failing him/her/it ________________________________________________________________ of ____________________________________________________________________________
or failing him/her/it the Chairman as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held at Suite 1, 16 Ord Street, West Perth, Western Australia at 11.30am (WST) on Thursday, 12 April 2012 and at any adjournment thereof in respect of ________________________ of my/our Shares or, failing any number being specified, ALL of my/our Shares
in the Company.
If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is [ ]%. (An additional proxy form will be supplied by the Company on request.)
If you wish to indicate how your proxy is to vote, please tick the appropriate places below. If no indication is given on a Resolution, the proxy may abstain or vote at his/her/its discretion.
In relation to undirected proxies, the Chairman intends to vote in favour of all of the Resolutions.
If you do not wish to direct your proxy how to vote, please place a mark in the box.
By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of a Resolution and votes cast by him 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, the Chairman will not cast your votes on the Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Resolution.
I/we direct my/our proxy to vote as indicated overleaf:
| ORDINARY RESOLUTIONS | FOR | AGAINST | ABSTAIN | ||||
|---|---|---|---|---|---|---|---|
| 1. | Ratify a past placement | | | | |||
| 2. | Approve an issue of shares | | | | |||
| As witness my/our hand/s this | day of | 2012 | |||||
| If a natural person: | If a company: | ||||||
| SIGNED by | ________________________________ | )) | EXECUTED byin accordance with itsconstitution | ))) | |||
| in the presence of: | __________________Director | ___________________Director/Secretary | |||||
| Witness | __________________Name (Printed) | ___________________Name (Printed) | |||||
| Name (Printed) | |||||||
| If by power of attorney: | |||||||
| SIGNED for and on behalf ofbyunder a Power of Attorney datedand who declares that he/she has not received anyrevocation of such Power of Attorney in the presence of : | )))))) |
Signature of Attorney Signature of Witness
________________________ __________________________