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SANTA FE MINERALS LTD — Proxy Solicitation & Information Statement 2017
Aug 10, 2017
65772_rns_2017-08-10_9d43f2dd-5f6c-4296-85ba-406f3c6b9ce4.pdf
Proxy Solicitation & Information Statement
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Mercantile Investment Company Ltd
ABN 15 121 415 576 Level 5, 139 Macquarie Street Sydney NSW 2000 Tel 02 8014 1188 Fax 02 8084 9918
11 August 2017
BY ELECTRONIC LODGEMENT
Company Announcements ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000
Requisition of a General Meeting of EZA
Mercantile Investment Company Ltd and its wholly owned subsidiary Mercantile OFM Pty Ltd (Mercantile) has today requisitioned a meeting of members under section 249D of Corporations Act seeking shareholder approval for:
-
- a voluntary winding up of EZA Corporation Ltd (ASX:EZA); and
-
- the appointment of liquidators.
Mercantile has also submitted a Members' Statement to accompany the notice of meeting. A copy of the Members' Statement is contained in this announcement.
For further information please contact Gabriel Radzyminski at 02 8014 1188.
Yours sincerely,
Gabriel Radzyminski Director
Mercantile OFM Pty Ltd
ACN 120 221 623 Level 5, 139 Macquarie Street Sydney NSW 2000 Tel 02 801.4 11.88 Fax 02 8084 9918
11 August 2017
The Directors EZA Corporation Limited 39 Clifton Street Nedlands WA 6009
Dear Directors
Requisition of a General Meeting in accordance with the Corporations Act (Requisition)
This Requisition of an Extraordinary General Meeting (Notice) of the members of EZA Corporation Limited (ACN 151 155 734)(Company)is issued by:
- One Managed Investment Funds Limited (ABN 47 1.17 400 987) as custodian for Mercantile Investment Company Limited only in respect of 2,870,575 shares held in the Company as at 09' August 2017; and by
- Mercantile OFM Pty Ltd (ACN 120 221 623) only in respect of 5,130,655 shares held as at 09*' August 201.7
In this Requisition One Managed Investment Funds Limited and Mercantile OFM Pty Ltd in respect of the above mentioned shareholdings are together referred to as the Members. In relation to this Notice One Managed Investment Funds Limited is acting only in its capacity as custodian of Mercantile Investment Company Limited.
The Members are members of the Company and together hold in excess of5% of the votes that may be cast at a general meeting of the Company. The Members request that the directors of the Company call and arrange an Extraordinary General Meeting of the Company in accordance with sections 2490 of the Corporations Act and at that meeting propose the following resolutions of the Company:
To be considered and, ifthought fit, passed as a special resolution:
"Thotin occordonce with section 491 of the CoinorotionsActthe Coinpony be voluntorily wound up. "
To be considered and, if thought fit, passed as an ordinary resolution: $2.$
"That subject to the passage of resolution 1, in accordance with section 495 of the Corporations Act that Peter Kreici of BRI Ferrier (NSW) Pty Ltd be immediately appointed liquidators of the Company for the purpose of such winding up."
In accordance with Section 249D of the Corporations Act, the directors of the Company are required to call the requested general meeting within 21 days after the request is given to the Company, and hold the general meeting not later than two months, of the date of this request being given to the Company. If the directors do not call the meeting within this timeframe, the Members making this requisition will be entitled to call and arrange a general meeting at the expense of the Company for the purpose of passing the above resolutions pursuant to Section 249E of the Corporations Act.
If a meeting to consider these resolutions is not held within two months of delivery of this requisition, the Members give notice to the Company in accordance with Section 249N of the Corporations Act that they propose to move the above resolutions at the first general meeting of the Company convened more than two months after this notice. This notice does not derogate from the obligations of the directors to convene and hold a meeting within the time limit set out in Section 249D(5) of the Corporations Act.
The Members also request that the attached Members' Statement be provided to members in accordance with Section 249P of the Corporations Act 2001.
Dated:
$11tM$ August 2017
EXECUTED by ONE Managed Investment Funds Limited and signed under Power of Attorney dated 31/01/2013.
Signature of Attorney
Name
Frank John Tearle Executive Director
Title
Witness
Kenne Name
$@$ $\epsilon$ Signature of Attorney Sudhamoy Hazra
Head of Operations
Title
Name
August 2017 $11$ Dated: EXECUTED by Mercantile OFM Pty Ltd
Director/Secretary Cratoni Name
Director
Tames China
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Members' Statement by Mercantile Investment Company Ltd
THE SORRY HISTORY OF EZA CORPORATION LTD
The shares were listed on ASX on 7 October 2011 at 20c each.
The purpose of the company was to operate ATMs in WA.
The business was unsuccessful and was sold in September 2014.
At that stage, net assets were 16c per share.
So shareholders had lost 20% of their investment in 3 years.
The responsible course of action would have been to return funds to shareholders at that stage. But instead there followed nearly another three years of total inaction by the Board. During which they managed to lose a further 1 cent per share in Directors' fees and overheads. The shares were suspended from ASX on 7 December 2015.
So shareholders have been deprived of a market for nearly two years. Mercantile recently made an offer of 13.75c which the Board rejected. It should have been accepted.
In response the Board has come up with a most unattractive and unconvincing proposal to force upon shareholders.
A speculative venture to search for gold in the West Australian desert. A guaranteed loss making venture.
How disappointing to be confronted with this after three years inactivity!
MERCANTILE IS PROPOSING THAT EZA BE WOUND UP AND THE REMAINING FUNDS (AT LAST COUNT
14.81c) BE RETURNED TO SHAREHOLDERS.
This resolution will probably be defeated by the large shareholdings of the Directors and their associates. But it will provide a benchmark against which the value of your shares can be measured in the future.
In our view, the present value of 14.81c will never again be achieved.
Ron Brierley
Chairman
Mercantile Investment Co Ltd
8 August 2017