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REACH RESOURCES LIMITED — Proxy Solicitation & Information Statement 2008
Jul 31, 2008
65731_rns_2008-07-31_7936e33e-e581-4d6a-bd34-e7a2505251d2.pdf
Proxy Solicitation & Information Statement
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CERVANTES CORPORATION LIMITED
ACN 097 982 235
NOTICE OF GENERAL MEETING
TIME : 10.00am (WST)
DATE : Tuesday, 2[nd ] September 2008
PLACE : Zoo Conference Centre, Labouchere Rd, South Perth via (Visitors Service Building)
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) 6436 2300.
CONTENTS PAGE
| Notice of General Meeting (setting out the proposed resolution) | 3 |
|---|---|
| Explanatory Statement (explaining the proposed resolution) | 4 |
| Glossary | 6 |
| Proxy Form | 7 |
| TIME AND PLACE O F MEETING AND HO W TO VO TE |
VENUE
The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on Tuesday, 2[nd] September 2008 at:
Zoo Conference Centre
Labouchere Rd
South Perth, Western Australia
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 Cervantes Corporation Limited, P.O.Box 1196, South Perth WA 6951 or (b) facsimile to the Company on facsimile number (+61 8) 9367 2470,
so that it is received not later than 10.00am (WST) on 29th August 2008.
Proxy Forms received later than this time will be invalid.
2
NOTICE OF GENERAL MEETING
Notice is given that the General Meeting of Shareholders will be held at 10.00am (WST) on Tuesday, 2[nd] September 2008 at the Zoo Conference Centre, Labouchere Rd, South Perth.
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 5.00pm (WST) on 29th August 2008.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
AGENDA
1. RESOLUTION 1 – 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 up to 100,000,000 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.
DATED: 16[TH] JULY 2008
BY ORDER OF THE BOARD
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CERVANTES CORPORATION LIMITED PATRICK O’NEILL COMPANY SECRETARY
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EXPLANATORY STATEMENT
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 10.00am (WST) on Tuesday, 2[nd] September 2008 at the Zoo Conference Centre, Labouchere Rd, South Perth.
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 Resolution in the Notice of Meeting.
1. RESOLUTION 1 – PLACEMENT - SHARES
1.1 General
Resolution 1 seeks Shareholder approval for the allotment and issue of up to 100,000,000 Shares to raise funds to pursue projects of interest to the Company and to fund the Company’s general working capital requirements ( Share Placement ).
None of the subscribers pursuant to this issue will be related parties 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 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 1 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.
1.2 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:
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(a) The maximum number of Shares to be issued pursuant to the Share Placement is 100,000,000 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 the same date;
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(c) the issue price of the Shares will be not less than 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 Directors will determine to whom the Shares will be issued but these persons will not 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 to pursue projects of interest to the Company and to fund the Company’s general working capital requirements.
2. ENQUIRIES
Shareholders are required to contact Collin Vost on (+ 61 8) 6436 2300 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 Cervantes Corporation Limited (ACN 097 982 235).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.
General Meeting means the meeting convened by the Notice of Meeting.
Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.
Resolution means the resolution set out in the Notice of Meeting.
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 CERVANTES CORPORATION LIMITED ACN 097 982 235
GENERAL MEETING
I/We
being a member of Cervantes Corporation Limited entitled to attend and vote at the General Meeting, hereby
Appoint
Name of proxy
OR
Mark this box if you wish to appoint 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 10.00 am (WST), on Tuesday, 2[nd] September 2008 at the Zoo Conference Centre, Labouchere Rd, South Perth, and at any adjournment thereof.
If no directions are given, the Chair will vote in favour of the Resolution.
Voting on Business of the General Meeting
FOR AGAINST ABSTAIN
Resolution 1 – Placement – Shares
OR
If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolution 1 please place a mark in this box.
By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolution 1 and that votes cast by the Chair of the General Meeting for Resolution 1 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 Chair will not cast your votes on Resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 1.
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.
If two proxies are being appointed, the proportion of voting rights this proxy represents is
Signed this day of 2008
%
By:
Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary
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CERVANTES CORPORATION LIMITED ACN 097 982 235
Instructions for Completing ‘Appointment of Proxy’ Form
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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.
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Where a member’s holding is in one name the holder must sign. Where the holding is in more than one name, all members should sign.
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Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under a power of attorney, the power of attorney must be lodged in like manner as this Proxy Form.
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Corporate members 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:
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2 directors of the company;
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a director and a company secretary of the company; or
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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 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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To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
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(a) post to Cervantes Corporation Limited, P.O. Box 1196, South Perth, WA 6951 or
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(b) facsimile to the Company on facsimile number +61 8 9367 2470,
so that it is received not later than 10.00am (WST) on 29th August 2008.
Proxy forms received later than this time will be invalid.
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