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RAIDEN RESOURCES LIMITED — Proxy Solicitation & Information Statement 2005
Dec 27, 2005
65675_rns_2005-12-27_5a6121ee-2cb3-4147-a097-72997952739a.pdf
Proxy Solicitation & Information Statement
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22 December 2005
RE: Consolidation of Capital of Medical Monitors Limited (ASX:MDM)
Dear Shareholder
Enclosed you will find details of a Notice of Meeting to approve the Consolidation of Capital of Medical Monitors Limited (the Company). The consolidation has been proposed by the Board of Directors in order to provide the Company with a more appropriate capital structure of its Shares on issue.
In particular, the Directors consider that the consolidation will assist the Company in reducing administration costs and provide for a more manageable registry of shares.
Please refer to the Explanatory Statement for details.
We thank you for your ongoing support.
Dr Allan Shell Managing Director
Medical Monitors Limited Suite 407 Office Tower Westfield Eastgardens Eastgardens NSW 2036 Australia Tel 02 9344 8100 Fax 02 9344 8200
MEDICAL MONITORS LIMITED ABN 68 009 161 522
NOTICE OF GENERAL MEETING
TIME: 10:00am (EST)
DATE: 23 January 2006
PLACE: Level 3, Office Tower Westfield Eastgardens 152 Bunnerong Road EASTGARDENS NSW 2036
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 (02) 9344 8100.
CONTENTS
| Notice of General Meeting (setting out the proposed resolutions) | |
|---|---|
| Explanatory Statement (explaining the proposed resolutions) | |
| Glossary | 5 |
| Proxy form |
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
A General Meeting of the Shareholders of Medical Monitors Limited will be held at 10:00am (EST) on 23 January 2006 at:
Level 3, Office Tower Westfield Eastaardens 152 Bunnerong Road EASTGARDENS NSW 2036
YOUR VOTE IS IMPORTANT
The business of the General Meeting affects your shareholding and your yote 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 proxy form enclosed with this Notice of Meeting as soon as possible and either:
- $(a)$ send the proxy form by facsimile to the Company on facsimile number (02) 9344 8200 (International +61 2 9344 8200); or
- $(b)$ deliver or post the proxy form to the office of the Company at Suite 407 Office Tower, Westfield Eastgardens, Eastgardens, New South Wales,
so that it is received not later than 10:00am (EST) on 21 January 2006. Proxy forms received later than this time will be invalid.
Your proxy form is enclosed after the Explanatory Statement
NOTICE OF GENERAL MEETING
Notice is given that a General Meeting of Shareholders of Medical Monitors Limited will be held at 10:00am (EST) at Level 3. Office Tower, Westfield Eastgardens, 152 Bunnerona Road, Eastaardens, New South Wales on 23 January 2006,
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 Reaulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at close of business on 20 January 2006.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
AGENDA
$\mathbf{I}$ . RESOLUTION 1 - CONSOLIDATION OF CAPITAL
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:
- $(a)$ every five (5) Shares be consolidated into one (1) Share; and
- every five (5) Options be consolidated into one (1) Options $(b)$
and where this Consolidation results in a fraction of a Share or Option being held by a Shareholder or Option holder (as the case may be), the Directors be authorised to round that fraction up to the nearest whole Share or Option."
Short Explanation: Under the Corporations Act, a company may convert all or any of its securities into a smaller amount by resolution passed at a general meeting. The Consolidation is proposed in order to provide the Company with a more appropriate capital structure. Please refer to the Explanatory Statement for details.
DATED: 22 DECEMBER 2005
BY ORDER OF THE BOARD
RICHARD HYMAN COMPANY SECRETARY
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at 10:00am (EST) at Level 3, Office Tower, Westfield Eastgardens, 152 Bunnerona Road, Eastaardens, New South Wales on 23 January 2006.
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 Meetina.
If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.
$\mathbf{I}$ . RESOLUTION 1 - CONSOLIDATION OF CAPITAL
$1.1$ Background
Resolution 1 seeks Shareholder approval to consolidate the number of Shares on issue on a one (1) for five (5) basis.
The Company is seeking approval for the Consolidation in order to clean up its capital structure and reduce its share registry costs.
Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number. The ASX Listing Rules also require that the number of options on issue be consolidated in the same ratio as the ordinary capital and the exercise price amended in inverse proportion to that ratio.
If Resolution 1 is passed, the number of Shares on issue will be reduced from 301,793,524 to approximately 60,358,705. Similarly, in accordance with the ASX Listing Rules, the number of Options on issue will be reduced from 15,000,000 to 3,000,000 and the exercise price of the Options will increase by a multiple of five.
From the date of the Consolidation all holding statements for Shares and Options will cease to have any effect, except as evidence of entitlement to a certain number of Shares and Options on a post Consolidation basis. After the Consolidation becomes effective, the Company will arrange for new holding statements to be issued to Shareholders and Option holders. It is the responsibility of each Shareholder and Option holder to check the number of Shares and Options held prior to a disposal.
| Shares | Number |
|---|---|
| Current | 301,793,524 |
| Post Consolidation | 60,358,705 |
| Options | |
| Current 1 | 15,000,000 |
| Post Consolidation 2 | 3,000,000 |
The effect that the Consolidation will have on the capital structure is:
Notes:
- $\mathbf{1}$ . Exercisable at \$0.04 (pre-Consolidation) on or before 30 June 2007.
- $\overline{2}$ . Exercisable at \$0.20 (post-Consolidation) on or before 20 June 2007.
$1.2$ Fractional Entitlements and Taxation
Not all Shareholders will hold that number of Shares which can be evenly divided by five. Where a fractional entitlement occurs, the Directors will round that fraction up to the nearest whole Share or Option.
It is not considered that any taxation implications will exist for Shareholders or Option holders arising from the Consolidation. However, Shareholders and Option holders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor the Directors (or the Company's advisors) accept any responsibility for the individual taxation implications arising from the Consolidation.
| Event | Date |
|---|---|
| Snapshot date for eligibility to vote at the General Meeting | Close of business on 20 January 2006 |
| General Meeting to approve Consolidation | 23 January 2006 |
| Last day for trading in pre-Consolidation securities | 23 January 2006 |
| Trading in post-Consolidation securities on a deferred settlement basis begins |
24 January 2006 |
| Last day for Company to accept transfers accompanied by certificates issued before the Consolidation |
31 January 2006 |
| New holding statements issued to Shareholders and Option holders |
February 2006 |
| Anticipated date on which normal trading of securities resumes. |
7 February 2006 |
$1.3$ Indicative Timetable
GLOSSARY
ASIC means the Australian Securities and Investments Commission.
ASX means Australian Stock Exchange Limited (ABN 98 008 624 691).
ASX Listing Rule or Listing Rule means the Listing Rules of ASX.
Board means the board of directors of the Company.
Company means Medical Monitors Limited (ABN 68 009 161 522).
Consolidation means consolidation of the share capital of the Company a one (1) for five (5) basis pursuant to Resolution 1 of this Notice.
Constitution means the constitution of the Company at the commencement of the General Meeting.
Corporations Act means the Corporations Act 2001 (Cth).
Directors mean the current directors of the Company.
EST means Eastern Standard Time.
Explanatory Statement means the explanatory statement accompanying the Notice.
General Meeting means the meeting convened by the Notice.
Notice means the notice of meeting accompanying this Explanatory Statement.
Option means an option to acquire a Share at any time on or prior to 30 June 2007 at an exercise price of \$0.04 per Option. The Options are not listed on ASX.
Resolution means a resolution contained in the Notice.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of Shares.
S means Australian Dollars.
PROXY FORM
APPOINTMENT OF PROXY MEDICAL MONITORS LIMITED ABN 68 009 161 522
| l/We | |
|---|---|
| being a Member of Medical Monitors Limited entitled to attend and vote at the Meeting, hereby |
|
| Appoint | |
| Name of proxy | |
| OR hiday da dhin bayy if yan yu daba da waxay in bila a Chairmana a a bha hiday bilay way |
Mark this box if you wish to appoint the Chairman of the Meeting as VOUF DFOXV
or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have been aiven, as the proxy sees fit at the General Meeting to be held at Level 3, Office Tower, Westfield Eastgardens, 152 Bunnerong Road, Eastgardens, New South Wales, on 23 January 2006 at 10:00am (EST) and at any adjournment thereof.
| Voting on Business of the General Meeting | |||||
|---|---|---|---|---|---|
| FOR. | AGAINST ABSTAIN | ||||
| Resolution 1 Consolidation of Capital | $\Box$ | ||||
| OR |
In relation to the Resolution, if the Chairman is to be your proxy and you do not wish to direct your proxy how to vote on the Resolution, please place a mark in this box $\Box$
By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disreaarded because of that interest. If you do not mark this box. and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes on Resolution and your votes will not be counted in computing the required majority if a poll is called on this Resolution. The Chairman intends to vote in favour of this Resolution.
IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO THE RESOLUTION YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY IN RELATION TO THE RESOLUTION WILL BE DISREGARDED.
If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.
$\frac{1}{2}$
If two proxies are being appointed, the proportion of voting rights this proxy represents is
| Signed this | day of | 2006 | |
|---|---|---|---|
| By: | |||
| Individuals and joint holders | Companies (affix common seal if appropriate) | ||
| Signature | Director | ||
| Signature | Director/Company Secretary | ||
| Signature | Sole Director and Sole Company Secretary |
GENERAL MEETING
MEDICAL MONITORS LIMITED ABN 68 009 161 522
Instructions for Completing 'Appointment of Proxy' Form
- $\mathbb{L}$ A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
- $\mathcal{P}_{\mathcal{L}}$ A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
- $\overline{3}$ . Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
- 2 directors of the company;
- a director and a company secretary of the company: or
- for a proprietary company that has a sole director who is also the sole company secretary - that director.
For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.
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- Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meetina.
-
- Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.