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SAVANNAH GOLDFIELDS LIMITED — Proxy Solicitation & Information Statement 2008
Oct 29, 2008
65880_rns_2008-10-29_d8b81357-ff7b-4a82-a8cd-0734c7da2b20.pdf
Proxy Solicitation & Information Statement
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Renison Consolidated Mines NL
ABN 75 003 049 714
Notice of General Meeting of the Holders of Partly Paid Shares and Explanatory Statement
General Meeting to be held at 1 Eagle Street Brisbane, Queensland on 28 November 2008 commencing at 10.00 am (following the Annual General Meeting of the Company)
This Notice of General Meeting and Explanatory Statement should be read in its entirety. If holders of Partly Paid shares are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.
Renison Consolidated Mines NL
Notice of General Meeting
Notice is given that a General Meeting of the holders of Partly Paid shares will be held at Level 5, 60 Edward Street Brisbane, Queensland on 28 November 2008 commencing at 10.00 am (following the Annual General Meeting of the Company).
BUSINESS
Resolution to amend call programme
To consider and if thought fit to pass the following resolution as a special resolution:
“That the amount of 17.5 cents, currently payable in respect of the Partly Paid Shares by 31 January 2009, be payable in the following manner:
(a) as to 0.1 cents: by 31 January 2009
(b) as to 0.5 cents: by 31 January 2010
(c) as to 0.5 cents: by 31 January 2011
(d) as to 1 cents: by 31 January 2012
(e) as to 15.4 cents: by 31 January 2013
Paul Marshall Company Secretary Renison Consolidated Mines NL
Dated 29 October 2008.
Renison Consolidated Mines NL
Point at Which Voting Rights are Determined
The Corporations Act permits the Company to specify a time not more than 48 hours before the meeting at which a “snap-shot” of holders of Partly Paid shares will be taken for the purposes of determining entitlements to vote at the meeting.
The Company’s Directors have passed a resolution to the effect that all Partly Paid shares of the Company that are quoted on the ASX at 26 November 2008 at 8.00 pm shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Partly Paid shares at that time.
Proxies
Please note that:
-
a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies;
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a proxy need not be a member of the Company; and
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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 holder of Partly Paid shares in the Company, a valid Appointment of Corporate Representative form must be either lodged with the Company prior to the General Meeting or be presented at the meeting before registering on the Attendee Register for the General Meeting. An Appointment of Corporate Representative form is enclosed if required.
Renison Consolidated Mines NL
Explanatory Statement
Purpose of this Explanatory Statement
This Explanatory Statement has been prepared for the information holders of Partly Paid shares in relation to the business to be conducted at a General Meeting to be held at, Level 5, 60 Edward Street Brisbane, Queensland on 28 November 2008 commencing at 10.00 am (following the Annual General Meeting of the Company).
The purpose of this Explanatory Statement is to provide holders of Partly Paid shares with information that is reasonably required by them to decide how to vote upon the resolution to be considered by the meeting. The Directors recommend that holders of Partly Paid shares read this Explanatory Statement before determining whether to support the resolution or otherwise.
Other than as contained in the Notice of General Meeting and Explanatory Statement, the Directors believe that there is no other information known to the Company or the Directors that is reasonably required by to decide whether or not it is in the best interests of the holders of Partly Paid shares to pass any the resolution.
Resolution
Pursuant to the Constitution of the Company, the rights attaching to the Partly Paid shares may only be varied by the passing of a Special Resolution passed at a separate meeting of the holders of the Partly Paid shares.
The Partly Paid shares on issue by the Company have been currently paid to 7.5 cents with a call currently payable on 31 January 2009 of 17.5 cents. As the Company is a no liability company, a holder of Partly Paid shares is under no obligation to pay a call on Partly Paid shares but a failure to pay any call may result in the forfeiture of the Partly Paid shares.
The effect of the resolution proposed will be to replace the current call of 17.5 cents that is due on 31 January 2008 with a series of calls which will be payable in the amounts and on the dates that follow:
| (a) as to | 0.1 cents: | by 31 January 2009 |
|---|---|---|
| (b) as to | 0.5 cents: | by 31 January 2010 |
| (c) as to | 0.5 cents: | by 31 January 2011 |
| (d) as to | 1 cents: | by 31 January 2012 |
| (e) as to | 15.4 cents: | by 31 January 2013 |
The Company currently has 152,500,000 Partly Paid shares on issue.
The proposed amendment to the call program is in line with the board’s strategy of maintaining flexibility for its capital raising initiatives and the proposed call program will assist the Company to maintain a strong treasury at all times to provide for both the continued development of the Company’s existing assets and also the ability to take advantage of new project opportunities in the resources sector.
Renison Consolidated Mines NL
Appointment of Corporate Representative
Section 250D of the Corporations Act
This is to certify that by a resolution of the Directors of:
.............................................................................................................................. (Company)
Insert name of holder
the Company has appointed:
................................................................................................................................................. Insert name of Corporation Representative
in accordance with the provisions of section 250D of the Corporations Act, to act as the body corporate representative of that company at the meeting of Partly Paid Shareholders of Renison Consolidated Mines NL to be held on 28 November 2008 and at any adjournments of that meeting.
DATED
Executed by the Company in accordance with its constituent documents
…………………………………………………………… …………………………………………….. Signed by authorised representative Signed by authorised representative …………………………………………………………… …………………………………………….. Name of authorised representative (print) Name of authorised representative (print) …………………………………………………………… …………………………………………….. Position of authorised representative (print) Position of authorised representative (print)
INSTRUCTIONS FOR COMPLETION
Under Australian law, an appointment of a body corporate representative will only be valid if the Certificate of Appointment is completed precisely and accurately.
Please follow the instructions below to complete the Certificate of Appointment:
1. Execute the Certificate following the procedure required by your Constitution or other constituent documents.
2. Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.
3. Insert the date of execution where indicated.
- Send or deliver the Certificate to the Company at GPO Box 5268, Brisbane QLD 4001, or Level 5 Santos House, 60 Edward Street Brisbane, or by facsimile to the registered office on 07 3303 0601. Alternatively the Certificate of Appointment may be presented upon attendance at the general meeting of the Company
Renison Consolidated Mines NL ACN 003 049 714
PROXY FORM
APPOINTMENT OF PROXY
(name of partly paid shareholder) being a member/s of Renison Consolidated Mines NL and entitled to attend and vote hereby appoint � the Chairman of the Meeting OR Write here the name of the person you are (mark with an “X”) appointing if this person is someone other than the Chairman of the Meeting or failing the person named, of if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of the Partly Paid Shareholders of Renison Consolidated Mines NL to be held at Level 5, 60 Edward Street, Brisbane, Queensland on 28 November 2008 at 10.00am (Brisbane time) and at any adjournment of that meeting.
� If the chair of the meeting is your nominated proxy, or may be appointed by default and you do not wish to direct your proxy how to vote in respect of a resolution, please place a mark in the 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 disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Change will not cast your vote on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairman of the meeting intends to vote undirected proxies in favour of the resolutions.
Voting directions to your proxy – please mark
Resolution 1 Amendment of call program
For Against Abstain* � � �
*** If you mark the Abstain box for a particular item, you are directing your proxy not to 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.**
Execution
This section must be signed in accordance with the instructions below to enable your directions to be implemented.
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Individual or Security holder 1 Security holder 2 Security holder 3
Sole Director and Director Director/Company Secretary
Sole Company Secretary
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Contact Name Contact Daytime Telephone Date
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RSN Notice of GM and ES - PPs 2008
Renison Consolidated Mines NL
How to Complete the Proxy Form
1. Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. 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 security holder of the company.
2. Votes on Items of Business
You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate section. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
3. Appointment of a Second Proxy
You are entitled to appoint up to 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’s share registry or you may copy this form.
To appoint on a second proxy you must:
on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities 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 half your votes. Fractions of votes will be disregarded.
Return both forms together in the same envelope.
4. Signing Instructions
You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the security holders should sign.
Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.
Lodgement of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 10.00am 26 November 2008 being 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Documents may be lodged with the Company:
IN PERSON: Renison Consolidated Mines NL, Level 5, 60 Edward Street, Brisbane, Queensland BY MAIL: Renison Consolidated Mines NL, GPO Box 5268, Brisbane, QLD, 4001 BY FAX: (07) 3303 0601
For Further Information: If you need any further information about this form or attendance at the General Meeting, please contact Paul Marshall Company Secretary on 07 3303 0630.