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SAVANNAH GOLDFIELDS LIMITED — AGM Information 2012
Oct 31, 2012
65880_rns_2012-10-31_7e6a3b98-a5a0-47f9-929c-b06ed60bf5f3.pdf
AGM Information
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Renison Consolidated Mines NL
ACN 003 049 714
Notice of Annual General Meeting and Explanatory Statement
Annual General Meeting to be held at Bizzell Capital Partners, Level 11, 1 Eagle Street Brisbane, Queensland on 30 November 2012 commencing at 9:00am (Brisbane time)
This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.
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Corporate Directory
Directors Stephen Bizzell Rick Anthon Ben Harrison Secretary Paul Marshall Registered Office Level 6 316 Adelaide Street BRISBANE QLD 4000 Ph: (07) 3108 3500 Fax: (07) 3108 3501 Email: [email protected] Website: www.rcm.com.au ABN 75 003 049 714 Auditors BDOEast Coast Partnership Level 10 1 Margaret Street SYDNEY NSW 2000 Legal Advisers Hemming+Hart Lawyers Level 5 307 Queen Street BRISBANE QLD 4000 Share Registry Link Market Services Level 15 324 Queen St Brisbane QLD 4000 Ph: 1300 554 474
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Notice of Annual General Meeting
Notice is hereby given that an Annual General Meeting of shareholders of Renison Consolidated Mines NL (ABN 75 003 049 714) ( Company ) will be held at Bizzell Capital Partners, Level 11, 1 Eagle Street, Brisbane, Queensland on 30 November 2012 at 9:00am (Brisbane time).
ORDINARY BUSINESS
Receive and Consider the Financial Statements
To receive and consider the financial statements and accompanying reports for the year ended 30 June 2012.
Resolution 1 – Adoption of Remuneration Report
To consider and if thought fit to pass the following resolution as an ordinary resolution: “To adopt the Remuneration Report forming part of the Directors’ Report for the financial year ended 30 June 2012”
Please note that the vote on this resolution is advisory only and does not bind the Company or its Directors.
Voting Exclusions
The Company will disregard any votes cast on this resolution by or on behalf of “Key Management Personnel” (as defined in the Accounting Standards as published by the Australian Accounting Standards Board) and their “closely related parties”. ( Restricted Voter ). Key Management Personnel ( KMP ) are the Company’s Directors and Executives identified in the Company’s Remuneration Report. A closely related party of a KMP means a spouse or child of the KMP, a child of the KMP’s spouse, a dependant of the KMP or the KMP’s spouse, and anyone else who is one of the KMP’s family and may be expected to influence the KMP, or be influenced by the KMP, in the KMP’s dealings with the Company or a company the KMP controls.
The Company need not disregard a vote if: (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and (b) it is not cast on behalf of a Restricted Voter.
Further details, in relation to the ability of the Chairman to vote on undirected proxies are set out in the accompanying Explanatory Statement.
Resolution 2 – Election of Ben Harrison as a Director
To consider and if thought fit to pass the following resolution as an ordinary resolution:
“That Mr Ben Harrison, who retires as a Director of the Company in accordance with the provisions of the Constitution, and being eligible, offers himself for election, be appointed as a Director of the Company.”
Resolution 3 – Re-election of Stephen Bizzell as a Director
To consider and if thought fit to pass the following resolution as an ordinary resolution:
“That Mr Stephen Bizzell, who retires as a Director of the Company in accordance with the provisions of the Constitution, and being eligible, offers himself for re-election, be appointed as a Director of the Company.”
Resolution 4 – Appointment of Auditor
To consider and if thought fit to pass the following resolution as an ordinary resolution:
“That pursuant to section 327B(1) of the Corporations Act 2001, BDO Audit Pty Ltd, being qualified and having consented to act under section 328A of the Corporations Act 2001, be appointed as auditor of the Company.”
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Resolution 5 – Cancellation of Forfeited Partly Paid Shares
To consider and if thought fit to pass the following resolution as an ordinary resolution:
“That 152,500,000 Forfeited Partly Paid Shares, held by the Directors in Trust for the Company, be cancelled.”
Resolution 6 – Consolidation of Capital
To consider and if thought fit to pass the following resolution as an ordinary resolution:
“That, subject to the passing of Resolution 5 and 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 every 300 Shares be consolidated into 1 Share and where this consolidation results in a fraction of a Share being held by a Shareholder, the Directors be authorised to round that fraction down to the nearest whole Share, with the consolidation to occur on a date to be announced to the ASX.”
Resolution 7 – Approval of 10% Placement Facility
To consider and if thought fit to pass the following resolution as a special resolution:
“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.”
Voting Exclusions
The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a security holder of ordinary securities, if the Resolution is passed, and any of their Associates. However, the Company will not disregard a vote if it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form, or it is cast by the Chairman 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.
Resolution 8 – Change of company type
To consider and if thought fit to pass the following resolution as a special resolution:
“That, subject to and conditional upon the passing of Resolutions 9 and 10 and for the purposes of section 162(1)(a) of the Corporations Act, and for all other purposes, the Company change its type from a public no liability company to a public company limited by shares.”
Resolution 9 – Change of name to Laneway Resources
To consider and if thought fit to pass the following resolution as a special resolution:
“That, subject to and conditional upon the passing of Resolutions 5, 8, and 10 and for the purposes of Section 157(1)(a) of the Corporations Act, and for all other purposes, the name of the Company be changed from ‘Renison Consolidated Mines Ltd’ to ‘Laneway Resources Ltd’.”
Resolution 10 – Approval of adoption of new company constitution
To consider and if thought fit to pass the following resolution as a special resolution:
“That, subject to and conditional upon the passing of Resolutions 8 and 9 and for the purposes of section 136(2) of the Corporations Act, and for all other purposes, the Company adopt the constitution described in the Explanatory Statement accompanying this Notice of Meeting in substitution of the present constitution of the Company (which is repealed), with effect from the change of company type pursuant to Resolution 8.”
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When Voting Rights are Determined
The regulations of the Corporations Act permit the Company to specify a time, not more than 48 hours before the meeting, at which a “snap-shot” of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting.
All ordinary shares of the Company that are issued as at 28 November 2012 at 7:00pm shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the shares at that time.
Proxies
Please note that:
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(a) a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies;
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(b) a proxy need not be a member of the Company; and
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(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion is not specified each proxy is entitled to cast half of the number of votes.
The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.
Corporate Representative
In order to vote on behalf of a company that is a shareholder in the Company, a valid Appointment of Corporate Representative form must be either lodged with the Company prior to the Annual General Meeting or be presented at the meeting before registering on the Attendee Register for the Annual General Meeting.
By Order of the Board
Paul Marshall Company Secretary Renison Consolidated Mines NL
31 October 2012
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Explanatory Statement
Purpose of this Explanatory Statement
This Explanatory Statement is provided to Shareholders of the Company to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Bizzell Capital Partners, Level 11, 1 Eagle Street Brisbane, Queensland on 30 November 2012 commencing at 9:00am.
The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Statement in full before making any decision in relation to the resolutions.
Receive and Consider the Financial Statements
The Corporations Act requires the Financial Report, Directors’ Report and Auditor’s Report for the past financial year to be tabled before the Annual General Meeting, and the Company’s Constitution provides for such Reports to be received and considered at that meeting. Neither the Corporations Act nor the Company’s Constitution requires a vote of Shareholders on the Reports. The Annual General Meeting provides a forum for Shareholders to ask questions and make comment on the Company’s Reports and Accounts and on the business and operations of the Company for the year ended 30 June 2012.
In addition Shareholders may at the meeting ask questions of the auditor in relation to the following matters – the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by the Company for the preparation for the financial statements and the auditor’s independence in relation to the conduct of the audit. Members may submit written questions to the auditor in relation to the above items. Any written questions to the auditor must be submitted to the Company 5 business days before the Annual General Meeting.
1. Resolution 1: Adoption of the Remuneration Report
The Remuneration Report is contained in the 2012 Annual Report.
It is a requirement of the Corporations Act that a resolution be put to the members to adopt the Remuneration Report as disclosed in the Directors’ Report. The vote on this resolution is advisory only and non-binding.
The resolution gives the members the opportunity to ask questions or make comments concerning the Remuneration Report during the meeting.
The Annual Report is available for download from the company website at www.rcm.com.au and from the ASX website.
2. Resolution 2: Election of Ben Harrison as a Director
Mr Ben Harrison retires as a Director pursuant to the provisions of the Constitution of the Company and the Listing Rules of the Australian Securities Exchange Limited. A ny person appointed to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, holds office until the next general meeting of the Company but is eligible for election at that meeting.
Mr Harrison, was appointed to be a Director of the Company on 28 September 2012 and must retire in accordance with the Company’s Constitution, but offers himself for election.
Ben Harrison is an Executive Director with Bizzell Capital Partners. Prior to joining Bizzell Capital Partners he worked in the corporate finance team at a leading corporate advisory firm where he was involved in a number of capital market and M&A transactions in the resources and industrial sectors. Mr Harrison commenced his career as a project manager for an international engineering consulting firm, working on a number of large infrastructure projects in Australia and South East Asia. He has experience in project management, financial analysis,
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primary and secondary market transactions and M&A. Ben also has experience in private equity and direct investments and is involved at board and management level in investee companies on behalf of Bizzell Capital Partners and its related entities.
Other Listed Company Directorships in the Past Three Years:
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AusNiCo Ltd (appointed November 2010)
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Navaho Gold Ltd (appointed February 2011)
The Directors (with Mr Harrison abstaining) recommend that you vote in favour of this Ordinary Resolution.
3. Resolution 3: Re-election of Stephen Bizzell as a Director
Mr Stephen Bizzell retires as a Director pursuant to the provisions of the Constitution of the Company and the Listing Rules of the Australian Stock Exchange Limited.
Mr Bizzell is chairman of boutique corporate advisory and funds management group, Bizzell Capital Partners Pty Ltd. He has had considerable experience and success in the fields of corporate restructuring, debt and equity financing, and mergers and acquisitions and has over 20 years corporate finance and public company management experience in the resources sector in Australia and Canada with various public companies. Mr Bizzell was an executive director of Arrow Energy Ltd from 1999 until its takeover for $3.5 billion by Royal Dutch Shell and PetroChina in August 2010. Early in his career he was employed in the corporate finance division of Ernst & Young and the tax division of Coopers & Lybrand and qualified as a Chartered Accountant.
Other Listed Company Directorships in the Past Three Years:
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Armour Energy Ltd (listed January 2012)
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Dart Energy Ltd (listed August 2010)
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Diversa Ltd (appointed August 2010)
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Hot Rock Ltd (appointed September 2009)
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Renaissance Uranium Ltd (listed December 2010)
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Stanmore Coal Ltd (listed December 2009)
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Titan Energy Services Ltd (listed December 2011)
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Apollo Gas Ltd (listed December 2009 delisted February 2011)
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Arrow Energy Ltd (appointed June 1999, resigned August 2010)
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Bow Energy Ltd (listed January 2005, resigned January 2012)
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Liquefied Natural Gas Ltd (appointed December 2007, resigned March 2010)
The Directors (with Mr Bizzell abstaining) recommend that you vote in favour of this Ordinary Resolution.
4. Resolution 4: Appointment of Auditor
Notification was given to the company by BDO East Coast Partnership (formerly PKF East Coast Practice) of their intention to resign as auditor and BDO Audit Pty Ltd needs to be approved as the replacement auditor at the Meeting. A copy of the Notice of Nomination of BDO Audit Pty Ltd as auditor is attached at Appendix 1.
The members at the Meeting will be asked to vote on the appointment of BDO Audit Pty Ltd as auditor, effective at the Meeting.
5. Resolution 5: Cancellation of Forfeited Partly Paid Shares
5.1 Background
The Directors are seeking Shareholder approval to cancel 152,500,000 forfeited partly paid shares in the Company.
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The forfeited partly paid shares are currently being held in trust by the Directors on behalf of the Company following their forfeiture for the non-payment of calls due on the shares.
The company has on issue a total of 152,500,000 partly paid shares. Of these 63,449,872 were forfeited for the non-payment of a $0.005 call due on 31 January 2011. The remaining 89,050,128 shares were forfeited for the non-payment of a $0.01 call due on 31 January 2012. Both the 2011 and 2012 auctions held to sell the forfeited partly paid shares in accordance with the provisions of section 254Q of the Corporations Act, failed to attract any bids and as a result all of the 152,500,000 forfeited partly paid shares are currently being held in trust for the Company by the Directors.
The call program in place for the partly paid shares has one more payment of $0.154 due on 31 January 2013 and the Directors believe that it is unlikely that there is any prospect of a buyer for the forfeited shares being found with this call liability in place.
The Corporations Act (section 258D) permits forfeited shares to be cancelled by resolution passed at a general meeting. The Directors are seeking the approval of Shareholders to cancel the 152,500,000 forfeited partly paid shares.
5.2 Recommendation of Directors
The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.
6. Resolution 6: Consolidation of Capital
6.1 Background
The Directors are seeking Shareholder approval, subject to the approval of Resolution 5, to consolidate the number of Shares on issue on a 1:300 basis (Consolidation).
Section 254H of the Corporations Act provides that a company may, by a resolution passed in a general meeting of shareholders, convert all or any of its shares into a larger or smaller number of shares.
If Resolution 6 is passed, the number of Shares on issue will be reduced in accordance with the Table 1 below.
As from the effective date of this Resolution (being the date advised to the ASX), all holding statements for Shares will cease to have any effect, except as evidence of entitlement to a certain number of post-Consolidation Shares. After the Consolidation becomes effective, the Company will arrange for new holding statements to be issued to Shareholders.
The effect the Resolutions contained within the Notice will have on the capital structure of the Company is as follows:
Table 1
| Number | |
|---|---|
| Ordinary Shares currently on issue | 20,555,432,306 ordinary |
| Forfeited partly paid shares currently on issue | 152,500,000 partly paid |
| Reduction due to | |
| Consolidation on 1:300 basis and | (20,486,914,198) ordinary |
| cancellation of forfeited partly paid shares (Resolution 5) | (152,500,000) partly paid |
| (subject to anyrounding adjustments) | |
| Total Shares on issue after completion of the Consolidation | 68,518,018 ordinary |
| (subject to anyrounding adjustments) |
6.2 Rationale for the Share Consolidation
The Company has a very large number of shares on issue (over 20.5 billion). This number of shares is disproportionate to the Company’s peer group and therefore the Company proposes a share consolidation that applies equally to all shareholders. Importantly, there will be no
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change to the proportionate interests held by each shareholder as a result of the Consolidation.
The consolidation is being proposed as a matter of good governance and undertaking the share consolidation is expected to have the following benefits:
(a) the number of shares on issue will decrease reflective of the peer group and companies with similar market capitalisation; and
(b) the Company will have a capital structure more marketable to investors.
Shareholders should note that the reduction of share capital, if approved, will also have an effect on the Company’s share price.
6.3 Fractional entitlements and taxation
Not all Shareholders will hold that number of shares that can be evenly divided by 300. Where a fractional entitlement occurs, the Directors will round that fraction down to the nearest whole Share.
It is not considered that any taxation consequences will exist for Shareholders arising from the Consolidation. Shareholders are advised to seek their own tax advice on the effect of the Consolidation. Neither the Company, nor the Directors (or the Company’s advisers) accept any responsibility for the individual taxation consequences arising from the Consolidation.
6.4 Timetable for the Consolidation
The indicative timetable for the Consolidation is set out below:
Table 2
| Event | Date |
|---|---|
| Dispatchof Notice of Meeting to approve Consolidation | 31October 2012 |
| General Meeting of Shareholders and notification to ASX of results | 30 November 2012 |
| of General Meeting | |
| Last dayfortradinginpre-ConsolidationShares | 29November 2012 |
| Trading in the reorganised Shares on a deferred settlement basis | 30 November 2012 |
| starts | |
| Last day toregistertransfers ona pre-Consolidationbasis | 6December 2012 |
| First day for Company to send notice to Shareholders of change of | 7 December 2012 |
| holdings as a result of reorganisation and to register securities on a | |
| post-reorganisationbasis andfor issue of holding statements | |
| Last day for securities to be entered into the holders’ security | 13 December 2012 |
| holdings andforCompany to sendnotice to eachsecurityholder | |
| Despatchof holdings statements followingConsolidation | 13December 2012 |
6.5 Recommendation of Directors
The Directors unanimously recommend that Shareholders vote in favour of Resolution 6.
7. Resolution 7: Approval of additional capacity to issue shares under Listing Rule 7.1A
7.1 Background
Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval to allow it to issue Equity Securities up to 10% of its issued share capital through placements over a period up to 12 months after the annual general meeting (10% Placement Capacity). The 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.
The Company is an Eligible Entity.
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If Shareholders approve Resolution 7, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 7.2 below).
The effect of Resolution 7 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity.
Resolution 7 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 8 for it to be passed.
7.2 Description of Listing Rule 7.1A
ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.
An Eligible Entity is one that, as at the date of the relevant annual general meeting:
- (a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.
The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $20.55 million.
The Equity Securities must be in the same class as an existing class of quoted Equity Securities. The Company currently has only one class of quoted Equity Securities on issue, being Shares (no CPS having been issued yet).
The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:
==> picture [45 x 13] intentionally omitted <==
Where:
A = the number of Shares on issue 12 months before the date of issue or agreement:
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(i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
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(ii) plus the number of partly paid shares that became fully paid in the previous 12 months;
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(iii) plus the number of Shares issued in the 12 months with approval of holders of Shares under ASX Listing Rules 7.1 or 7.4;
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(iv) less the number of Shares cancelled in the previous 12 months.
D = 10%.
E = the number of Equity Securities issued or agreed to be issued under rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Shares under rule 7.1 or 7.4.
7.3 Technical information required by ASX Listing Rule 7.1A
Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 7:
- (a) Minimum Price: The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:
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(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
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(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph 8.3(a)(i), the date on which the Equity Securities are issued.
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(b) Date of Issue: The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Annual General Meeting and expiring on the first to occur of the following:
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(i) 12 months after the date of the Annual General Meeting; and
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(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking); or
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(iii) such longer period if allowed by ASX (10% Placement Capacity Period).
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(c) Risk of voting dilution: Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.
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If Resolution 7 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in Table below.
Table 3 below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.
Table 3 also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.
Table 3
| **Dilution ** | |
|---|---|
| Number of shares on Issue |
Number of Shares issued under 10% Placement Capacity Funds Raised based on an issue price of $0.0005 (50% decrease in the current share price) Funds Raised based on an issue price of $0.001 (current share price) Funds Raised based on an issue price of $0.002 (50% Increase in the current share price) |
| 20,555,432,306 (Current) |
No of shares 2,055,543,231 2,055,543,231 2,055,543,231 |
| Funds raised $1,027,772 $2,055,543 $4,111,086 |
|
| 30,833,148,459 (50% Increase) |
No of shares 3,083,314,846 3,083,314,846 3,083,314,846 |
| Funds raised $1,541,657 $3,083,315 $6,166,630 |
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| 41,110,864,612 (100% Increase) |
No of shares 4,111,086,461 4,111,086,461 4,111,086,461 |
| Funds raised $2,055,543 $4,111,086 $8,222,173 |
*The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.
Table above uses the following assumptions:
- (i) The current shares on issue are the Shares on issue as at 16 October 2012. This does not take into account any changes that may occur if Resolution 6 is passed at the Annual General Meeting.
(ii) The issue price set out above is the closing price of the Shares on the ASX on 16 October 2012.
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The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The Company has not issued any Equity Securities in the 12 months prior to the Annual General Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
Table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
Shareholders should note that there is a risk that:
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(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
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(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.
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(d) Purpose of Issue under 10% Placement Capacity
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The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:
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(i) as cash consideration, in which case the Company intends to use funds raised for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets and general working capital ; or
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(ii) as non-cash consideration for the acquisition of new resources assets and investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.
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(e) Allocation under the 10% Placement Capacity
The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:
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(i) the purpose of the issue;
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(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
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(iii) the effect of the issue of the Equity Securities on the control of the Company;
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(iv) the Company’s circumstances, including, but not limited to, its financial position and solvency;
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(v) prevailing market conditions; and
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(vi) advice from corporate, financial and broking advisers (if applicable).
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(f) Previous Approval under ASX Listing Rule 7.1A
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The Company has not previously obtained approval under ASX Listing Rule 7.1A.
(g) Voting Exclusion
A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 7.
7.4 Directors’ Recommendation
With respect to Resolution 7, each of the Directors of the Company recommends that shareholders vote in favour of this resolution.
7.5 Action to be taken by Shareholders
Attached to the Notice of Meeting accompanying this Explanatory Statement is a proxy form for use by Shareholders. All Shareholders are invited and encouraged to attend the meeting or, if they are unable to attend in person and are eligible to vote, to complete, sign and return the proxy form and the Notice of Meeting. Lodgement of a proxy form will not preclude a Shareholder from attending and voting at the meeting in person.
8. Resolution 8: Change of company type
8.1 Background
Resolution 8 seeks Shareholder approval for the Company to change its company type from a public no liability company to a public company limited by shares.
Pursuant to section 162(1) of the Corporations Act a public no liability company may change its company type to a public company limited by shares in circumstances where all of the issued shares of the company are fully paid up, by passing a special resolution resolving to change its company type and specifying the new company name. There are no partly paid shares currently on issue in the Company.
If Resolution 8 is approved (and Resolution 9 is also approved), the name of the Company will be changed to “Laneway Resources Limited” to reflect the change of company type from a public no liability company to a public company limited by shares.
Resolution 8 is subject to and conditional upon the passing of Resolution 9 changing the company name to Laneway Resources NL and Resolution 10 adopting the New Constitution.
The change of company type and company name pursuant to Resolution 9 will take effect from the time ASIC alters the Company’s registration details in accordance with section 164 of the Corporations Act. This is anticipated to occur approximately one month after the date of the meeting of shareholders to approve the change of company type.
8.2 Rationale for the Resolution
The Company is currently a public no liability company. The purpose of Resolution 8 is to change the status of the Company to a public company limited by shares. The principal differences between a public no liability company and a public company limited by shares may be summarised as follows:
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(a) a public no liability company can only be involved in mining activities. In contrast, a public company limited by shares can undertake any type of activity and in doing so generally has all the powers of a natural person;
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(b) dividends are payable in a public no liability company to shareholders in proportion to the shares held by them, regardless of the amounts paid upon those shares. In a public company limited by shares, dividends are generally payable in proportion to the amounts paid up on shares;
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(c) holders of partly paid shares in a public no liability company have no contractual liability to pay up the unpaid portion of the issue price of those shares, although the shares will generally be forfeited if a call on the shares is not paid. In a public company limited by shares, a holder of partly paid shares has a contractual liability to pay the amounts unpaid on his or her shares, as and when those amounts are called up, and any balance owing after the shares have been forfeited and disposed of for non-payment of a call remains a debt due and payable to the company; and
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(d) surplus assets in a public no liability company available for distribution to shareholders on a winding up of the Company are distributed to shareholders in proportion to the shares held by them, regardless of the amounts paid up on those shares. In a public company limited by shares, any surplus available for distribution in a winding up is generally distributed to shareholders in proportion to the amount paid up on their shares.
8.3 Recommendation of Directors
The Directors unanimously recommend that Shareholders vote in favour of Resolution 8.
9. Resolution 9: Change of company name
9.1 Background
The Directors are seeking approval for the Company to change its company name from Renison Consolidated Mines NL to Laneway Resources Ltd. Pursuant to section 157(1)(a) of the Corporations Act, the Company may change its company name by special resolution. The change of company name will be effective upon ASIC altering the details of the Company’s registration. This change will not, in itself, affect the legal status of the Company or any of its assets or liabilities.
9.2 Recommendation of Directors
The Directors unanimously recommend that Shareholders vote in favour of Resolution 9.
10. Resolution 10: Approval of adoption of new company constitution
10.1 Background
Resolution 10 seeks Shareholder approval to replace the Company’s existing constitution.
A copy of the proposed new Constitution can be downloaded from www.rcm.com.au .
Pursuant to section 136(2) of the Corporations Act, the Company may repeal its constitution and adopt a new constitution by special resolution. Resolution 10 is subject to and conditional upon the passing of Resolution 5 and will be immediately adopted when ASIC effects the change of company type and company name under Resolution 9.
10.2 Recommendation of Directors
The Directors unanimously recommend that Shareholders vote in favour of Resolution 10.
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Glossary
| Term | Meaning |
|---|---|
| 10% Placement Capacity | The capacity to issue up to 10% of its issued share capital through placements over a period up to 12 months after the annual general meeting as proposed under Resolution 7. |
| ASIC | The Australian Securities and Investments Commission. |
| ASX | ASX limited (ACN 008 624 691). |
| ASX Listing Rules | The listing rules of the ASX |
| Board | The board of directors of the Company. |
| Company or Renison | Renison Consolidated Mines NL (ACN 003 049 714). |
| Consolidation or Share Consolidation |
The consolidation of Shares on issue on a 1:300 basis as proposed under Resolution 6. |
| Corporations Act | The_Corporations Act 2001_(Cth). |
| Directors | The directors of the Company. |
| Eligible Entity | An entity that as at the date of the relevant annual general meeting: (a) is not included in the S&P/ASX 300 Index; and (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000 |
| Equity Security | Has the meaning given in the ASX Listing Rules. |
| Meeting | The meeting of the Shareholder convened by this Notice. |
| Notice or Notice of Meeting |
The notice of meeting which accompanies this Explanatory Statement. |
| Proxy Form | The form of proxy which accompanies the Notice. |
| Ordinary Resolution | A resolution requiring to be passed by a majority of such Shareholders, as being entitled to do so, vote in person or by proxy on such resolution. |
| Resolution | The resolutions referred to in the Notice of Meeting. |
| Share | An ordinary share in the capital of the Company. |
| Shareholder | A holder of a Share. |
| Special Resolution | A resolution requiring to be passed by not less than three fourths of such Shareholders, as being entitled to do so, vote in person or by proxy on such resolution. |
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Appendix 1 – Notice Of Nomination of BDO Audit Pty Ltd as Auditors
The Directors Renison Consolidated Mines NL Level 6 316 Adelaide St BRISBANE QLD 4000
10 October 2012
Dear Directors
The undersigned being a member of Renison Consolidated Mines NL hereby nominates BDO Audit Pty Ltd for appointment as auditor of the company at the forthcoming annual general meeting.
Yours faithfully
Downshire Investments Pty Ltd JPK Marshall Director
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Renison Consolidated Mines NL ACN 003 049 714 Proxy Form
All correspondence to:
Renison Consolidated Mines NL PO Box 10470 Adelaide St, Brisbane QLD 4001 Telephone: (07) 3108 3500 Facsimile: (07) 3212 9201
Section 1: Name and Address of member
< Insert Name and Address of Member >
Mark this box with “X” if you have made any changes to your address details (see overleaf).
Section 2: Appointment of proxy
I, being a member of the Company and entitled to attend and vote appoint the Chairman of the meeting OR Write here the full name of the (mark with an “X”) person or body corporate you are appointing if this person is someone other than the Chairman of the meeting. or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the meeting, as my proxy to attend, to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit), and to act generally on my behalf, at the general meeting of the Company to be held at: Location: Bizzell Capital Partners, Level 11, 1 Eagle Street Brisbane, Queensland Date: 30 November 2012 Time: 9.00am and at any adjournment of that meeting.
Section 3: Voting instructions
Chairman authorised to exercise proxies on remuneration related matters:
If I/we have appointed the Chairman of the Meeting as my/our proxy or the Chairman of the Meeting becomes my/our proxy by default, I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy even though the Chairman is a member of the KMP of the Company, and Resolution 1 is connected directly or indirectly with the remuneration of a member of the KPM of the Company.
I/we acknowledge that the Chairman of the Meeting intends to vote undirected proxies in favour of all items of business. If you do not wish your vote to be cast in favour of all Resolutions you should direct your proxy how to vote.
The Chair will vote all undirected proxies in favour of the resolutions being passed.
| For | For | For | Against | Against | Against | Abstain* |
Abstain* |
Abstain* |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Voting directions to proxy – please mark | to indicate your directions. | ||||||||||
| Resolution 1: Adoption of Remuneration Report | |||||||||||
| Resolution 2: Election of Ben Harrison as a Director | |||||||||||
| Resolution 3: Re-election of Stephen Bizzell as a Director | |||||||||||
| Resolution 4: Appointment of Auditor | |||||||||||
| Resolution 5: Cancellation of Forfeited Partly Paid Shares | |||||||||||
| Resolution 6: Consolidation of Capital | |||||||||||
| Resolution 7: Approval of 10% Placement Facility | |||||||||||
| Resolution 8: Change of company type | |||||||||||
| Resolution 9: Change of name to Laneway Resources | |||||||||||
| Resolution 10: Approval of adoption of new | company constitution | ||||||||||
| * If you mark the Abstain box for a particular item, you are directing your proxynotto | vote on your behalf on a show | ||||||||||
| of hands or on a poll and your votes will not be counted in computing the required majority on a poll. | |||||||||||
| Section 4: Signing by member | |||||||||||
| This sectionmustbe signed in accordance with the instructions overleaf to enable your directions to | be implemented. | ||||||||||
| Individual or Member 1 Member 2(if joint holding) |
Member 3(if joint holding) | ||||||||||
| Sole Director or Sole Secretary Director / Company Secretary |
Director | ||||||||||
| (delete one) | |||||||||||
| Please provide the information below in case we need to contact you. | |||||||||||
| Contact Name Contact daytime telephone |
Date |
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INSTRUCTIONS FOR COMPLETION OF PROXY FORM
Section 1: Name and Address of Member
< insert name and address of member >
- This is your address as it appears in the register of members of the Company. If this information is incorrect, please mark the box and make the correction on the form. Members sponsored by a broker (in which case your reference number will commence with an ‘x’) should advise their broker of any changes. Please note you cannot change the ownership of your shares using this form.
Section 2: Appointment of proxy
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If you wish to appoint the Chairman of the meeting as your proxy, mark the box. If the person or body corporate you wish to appoint as your proxy is someone other than the Chairman of the meeting, write the full name of that person or body corporate in the space provided. A proxy may be an individual or a body corporate. If you leave this section blank or your named proxy does not attend the Meeting, the Chairman of the meeting will be your proxy. A proxy need not be a member of the Company.
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If you are entitled to cast two or more votes at the general meeting, you are entitled to appoint two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional proxy form may be obtained by telephoning the Company. Alternatively you may copy this form.
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To appoint a second proxy:
-
(a) on each of the first proxy form and second proxy form state the percentage of your voting rights or number of shares applicable to that form (if the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise one half of your votes, and fractions of votes will be disregarded); and
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(b) return both forms in the same envelope.
Section 3: Voting Instructions
- You may direct your proxy how to vote on an item of business by placing a mark in one of the boxes opposite the item of business. All of your shares will be voted in accordance with your direction unless you indicate a proportion of voting rights on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may decide whether or how to vote on that item. If you mark more than one box on an item, your vote on that item will be invalid.
Section 4: Signing by member
| 6. | You must sign this form as follows in the spaces provided: | You must sign this form as follows in the spaces provided: |
|---|---|---|
| Individual | Where the holding is in one name, the member must sign. | |
| Joint Holding | Where the holding is in more than one name, all of the members must sign. | |
| Power of Attorney | To sign under power of attorney, either the power of attorney must have already been lodged with the Company’s share registry for notation or the original (or a certified copy) of the power or attorney must accompany this document. |
|
| Companies | In the following cases, subject to the Company’s constitution, the following person must sign: (a) Australian proprietary companywith asole directorwho isalso the sole company secretary– that person must sign; (b) Australian proprietary companywith asole director and no company secretary– that person must sign; (c) other Australian companies– two directors, or one director and one company secretary must sign; and (d) foreign company– in accordance with the laws of the jurisdiction of incorporation and constituent documents. |
|
Section 5: Lodging of proxy
| 7. | This proxy form (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not later than the time and date set out below, by mail, hand delivery or facsimile. |
This proxy form (and the original or a certified copy of any power of attorney under which it is signed) must be received by the Company not later than the time and date set out below, by mail, hand delivery or facsimile. |
|---|---|---|
| Last time and date for lodgement* | 28 November 2012 at 9am (Brisbane time) | |
| By mail | PO Box 10470 Adelaide St, Brisbane QLD 4001 | |
| By hand delivery | Level 6, 316 Adelaide St, Brisbane QLD 4000 | |
| By facsimile | 07 3212 9201 |
- Any proxy form received after that time will not be valid.
For further information
If you need any further information about this form or attendance at the Company’s Annual General Meeting, please contact Paul Marshall, Company Secretary, on 07 3212 9212.
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