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SAVANNAH GOLDFIELDS LIMITED — Proxy Solicitation & Information Statement 2008
Jul 31, 2008
65880_rns_2008-07-31_6151b40f-62e4-48b0-9abb-c1dbab18e581.pdf
Proxy Solicitation & Information Statement
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Renison Consolidated Mines NL ABN 75 003 049 714
Notice of General Meeting and Explanatory Statement
General Meeting to be held at Level 2, Naldham House, 1 Eagle St, Brisbane, Queensland on 5 September 2008 commencing at 11.30 am
This Notice of 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.
Renison Consolidated Mines NL
Directors Stephen Bizzell Rick Anthon David Vincent Secretary Paul Marshall Registered Office Level 5, Santos House 60 Edward Street BRISBANE QLD 4000 Ph: (07) 3303 0630 Fax: (07) 3303 0601 Email: [email protected] Website: www.rcm.com.auTH ABN 75 003 049 714 Auditors PKF Level 6 120 Edward Street BRISBANE QLD 4000 Legal Advisers Hemming+Hart Lawyers Level 2 307 Queen Street BRISBANE QLD 4000 Share Registry Link Market Services Level 12 HSBC Building 300 Queen St Brisbane QLD 4000 Ph: 1300 554 474
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Renison Consolidated Mines NL
Notice of General Meeting
Notice is given that a General Meeting of Renison Consolidated Mines NL (ABN 75 003 049 714) ( Company ) will be held at Level 2, Naldham House, 1 Eagle St, Brisbane, Queensland on 5 September 2008, commencing at 11.30 am.
BUSINESS
Resolution 1– Ratification of Issue of Shares
To consider and if thought fit pass the following resolution as an ordinary resolution:
“That for the purposes of ASX Listing Rule 7.4 and for all other purposes shareholders ratify the issue of 100,000,000 fully paid ordinary shares ( Placement Shares ) via a placement to institutional investors (being investors who fell within one or more of the classes of exemptions specified in Section 708 of the Corporations Act 2001) ( Investors ).”
Voting Exclusion
The Company will disregard any votes cast on this resolution by the Investors (namely, ANZ Nominees Limited, Merrill Lynch Australia, Scintilla Strategic Investments Limited, Mirrup Pty Ltd, HL Moreiti, Cynthia Wardman, John Wardman & Associates Pty Ltd and Tolhurst Limited), who were issued with Placement Shares (see the Explanatory Statement for further details of the Investors) and any associate of the Investors who was issued with Placement Shares.
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.
Resolution 2 – Issue of Shares to a related party
To consider and if thought fit pass the following resolution as an ordinary resolution:
“That for the purposes of Listing Rules 7.1 and 10.11 of the ASX Listing Rules and for all other purposes the Company be authorised to issue 20,000,000 fully paid ordinary shares ( Shares ) via a placement to Pine Mountain Pty Ltd as Trustee for the Riverview Trust, a related party of the Company upon the terms and conditions described in the Explanatory Statement.”
Voting Exclusion
The Company will disregard any votes cast on this resolution by Pine Mountain Pty Ltd as Trustee for the Riverview Trust and any associate of Pine Mountain Pty Ltd as Trustee for the Riverview Trust.
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.
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Renison Consolidated Mines NL
Resolution 3 – Issue of shares to underwriter pursuant to Share Purchase Plan
To consider and if thought fit pass the following resolution as an ordinary resolution:
“That for the purposes of Listing Rules 7.1 and 10.11 of the ASX Listing Rules and for all other purposes the Company be authorised to issue up to 80,000,000 Shares ( Underwriter Shares ) at an issue price of 2.5 cents to Bizzell Capital Partners Pty Ltd, a related party to the Company, pursuant to the terms of an Underwriting Agreement entered into between the Company and Bizzell Capital Partners Pty Ltd to underwrite any shortfall under the Share Purchase Plan.”
Voting Exclusion
The Company will disregard any votes cast on this resolution by Bizzell Capital Partners Pty Ltd and any associate of Bizzell Capital Partners Pty Ltd.
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.
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Renison Consolidated Mines NL
Point at Which 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.
The Company’s Directors have passed a resolution to the effect that all shares of the Company that are quoted on the ASX on 3 September 2008 at 7.00 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 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 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 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.
Paul Marshall
Company Secretary Renison Consolidated Mines NL
Dated 1 August 2008
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Renison Consolidated Mines NL
Explanatory Statement
Purpose of this Explanatory Statement
This Explanatory Statement has been prepared for the information of shareholders in relation to the business to be conducted at the Company’s General Meeting to be held at Level 2, Naldham House, 1 Eagle St, Brisbane, Queensland on 5 September 2008 commencing at 11.30 am.
The purpose of this Explanatory Statement is to provide shareholders with information that is reasonably required by shareholders to decide how to vote upon the resolutions to be considered by the meeting.
The Directors recommend that shareholders read this Explanatory Statement before determining whether to support the resolutions 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 shareholders to decide whether or not it is in the Company’s best interests to pass any of the resolutions.
Resolution 1: Ratification of issue of Shares
This resolution seeks the ratification of shareholders for the previous issue of 100,000,000 Shares which was completed in May 2008 and previously announced to the market on 9 May 2008.
Under ASX Listing Rule 7.1, the Company is limited to issuing up to 15% of its issued capital in any 12 month period without shareholder approval, subject to certain exceptions.
An issue of shares made without specific approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purpose of ASX Listing Rule 7.1 if the original issue did not breach ASX Listing Rule 7.1 and is subsequently approved by ordinary shareholders pursuant to the provisions of ASX Listing Rule 7.4.
Pursuant to the provisions of ASX Listing Rule 7.5, the following information is supplied to shareholders in respect of Resolution 1.
| Number of Securities Allotted: | 100,000,000 Shares |
|---|---|
| Price at which the Securities were issued: |
2.5 cents per Share |
| Terms of the Securities: | Fully Paid Ordinary Shares |
| Name of the allottees (Investors): | ANZ Nominees Limited (70,000,000 Shares) Merrill Lynch Australia (12,000,000 Shares) Scintilla Strategic Investments Limited (10,000,000 Shares) Mirrup Pty Ltd (2,000,000 Shares) HL Moreiti (1,000,000 Shares) Cynthia Wardman (1,000,000 Shares) John Wardman & Associates Pty Ltd Wardman Superfund A/C> (1,000,000 Shares) Tolhurst Limited (3,000,000 Shares) |
| Use of the funds: | The proceeds will be used by the Company to aggressively pursue the further advancement |
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Renison Consolidated Mines NL
| of the Company’s mining assets including funding: • ongoing exploration programs at the Agate Creek gold project including upcoming drilling programs; • feasibility studies for the Agate Creek project’s development; • further exploration of Renison’s coal assets; • new project opportunities; and • general working capital purposes. |
|
|---|---|
| Date of Allotment | 9 May 2008 |
Resolution 2: Issue of Shares to a related party
On 9 May 2008 the Company announced a placement of 120,000,000 Shares to institutional and sophisticated investors ( Placement ). It was also announced that subject to the obtaining of the necessary shareholder approval Pine Mountain Pty Ltd as Trustee for the Riverview Trust, an entity related to Mr Stephen Bizzell, a Director of the Company, would subscribe for 20,000,000 Shares in the Placement.
Listing Rule 10.11
Listing Rule 10.11 requires an entity to obtain the approval of shareholders to an issue of securities to a related party. Pine Mountain Pty Ltd as Trustee for the Riverview Trust, is a related party to Mr Stephen Bizzell a Director of the Company.
For the purposes of Listing Rule 10.13, the Company advises as follows.
| Number of Securities to be issued: | 20,000,000 Shares |
|---|---|
| Timing: | The Shares will be issued and allotted not later than 1 month from the date of this General Meeting. |
| Price at which the Securities are to be issued: |
2.5 cents per Share |
| Terms of the Securities: | Fully Paid Ordinary Shares |
| Name of allottee and relationship to the Director: |
The Shares will be issued to Pine Mountain Pty Ltd as Trustee for the Riverview Trust. Mr Stephen Bizzell is a Director of the Company and also is a shareholder and director of Pine Mountain Pty Ltd as Trustee for the Riverview Trust. |
| Use of the funds: | The funds will be used for the development of the Company’s existing projects and for general working capital purposes. |
In accordance with Listing Rule 7.2, Exception 14, as approval is being sought under Listing Rule 10.11, approval is not required to be obtained under Listing Rule 7.1.
The Company considers that the agreement to issue shares to Pine Mountain Pty Ltd as Trustee for the Riverview Trust has been undertaken on arm’s length terms. At the date of the
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announcement of the Placement the closing price of the Company’s Shares was 3 cents and the 30 day average market price for the Company’s Shares at that date was 2.1 cents.
Resolution 3: Issue of shares to underwriter pursuant to Share Purchase Plan
On 9 May 2008 the Company announced that it intended to make an offer of fully paid ordinary shares to shareholders under a Share Purchase Plan ( Share Purchase Plan ).
Under the Share Purchase Plan, the Company will offer up to 80,000,000 Shares up to the maximum value of $2,000,000 ( Plan Shares ) at the issue price of 2.5 cents per Share. Subject to shareholders approving this resolution, Bizzell Capital Partners Pty Ltd (the Underwriter ) has agreed to fully underwrite the Share Purchase Plan pursuant to an agreement entered into with the Company ( Underwriting Agreement ). The Underwriter will take up any shortfall in respect of which valid applications are not received by the closing date for the Share Purchase Plan.
The maximum number of Plan Shares that may be subscribed for by the Underwriter is capped at that number of Shares equivalent to the Plan Shares ( Underwriter Shares ). The rights attaching to the Underwriter Shares will be identical in all respects to the Shares.
The Company seeks shareholder approval to issue Shares up to a maximum of 80,000,000 Underwriter Shares to the Underwriter or its nominees. The exact number of Underwriter Shares to be issued will be determined at the closing of the offer to participate on the Share Purchase Plan.
Listing Rule 10.11
Listing Rule 10.11 requires an entity to obtain the approval of shareholders to an issue of securities to a related party. The Underwriter is a related party to Mr Stephen Bizzell, a Director of the Company. Accordingly, because the issue of the Shares to Bizzell Capital Partners Pty Ltd will result in the Company issuing securities to a related party of the Company, approval under Listing Rule 10.11 is required.
For the purposes of Listing Rule 10.13, the Company advises as follows:
| Maximum number of Securities to be issued: |
80,000,000 Shares |
|---|---|
| Timing: | The Shares will be issued and allotted not later than 1 month from the date of this General Meeting. |
| Price at which the Securities are to be issued: |
2.5 cents per Share |
| Terms of the Securities: | Fully Paid Ordinary Shares |
| Name of allottee and relationship to the Director: |
The Shares will be issued to Bizzell Capital Partners Pty Ltd. Mr Stephen Bizzell is a Director of the Company and also is a shareholder and director of Bizzell Capital Partners Pty Ltd. |
| Use of the funds: | The funds will be used for the development of the Company’s existing projects and for general working capital purposes. |
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Renison Consolidated Mines NL
In accordance with Listing Rule 7.2, Exception 14, as approval is being sought under Listing Rule 10.11, approval is not required to be obtained under Listing Rule 7.1.
The Company considers that the agreement to issue shares to Bizzell Capital Partners Pty Ltd pursuant the Underwriting Agreement has been undertaken on arm’s length terms. At the date of the announcement the closing price of the Company’s Shares was 3 cents and the 30 day average market price for the Company’s Shares at that date was 2.1 cents.
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Renison Consolidated Mines NL
ACN 003 049 714 Proxy form
Section 1: Name and address of member
All correspondence to: Renison Consolidated Mines NL Level 5, 60 Edward Street GPO Box 5268 Brisbane QLD 4001 Telephone (07) 3303 0630 Facsimile (07) 3303 0601
HIN/SRN:
Section 2: Appointment of proxy
I, being a member of the Company and entitled to attend and vote appoint
the Chairman of the meeting (mark with an ‘X’) OR
Write here the full name of the 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 annual general meeting of the Company to be held at:
Location Level 2, Naldham House, 1 Eagle St, Brisbane, QLD 4000 Date 5 September 2008 Time 11.30 am
and at any adjournment of that meeting.
Section 3: Voting instructions
Voting directions to proxy – please mark to indicate your directions. For Against Abstain* Resolution 1. Ratification of Issue of Shares Resolution 2. Issue of Shares to a related party Resolution 3. Issue of shares to underwriter pursuant to Share Purchase Plan
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.
If you do not wish to direct the Chairman as your proxy to vote, please place a mark in this box.
By marking this box you acknowledge that the Chairman may exercise your proxy even if he or she has an interest in the outcome of the resolution, and that votes cast by him or her, other than as proxy holder, would be disregarded because of that interest.
The Chairman intends to vote all undirected proxies in favour of the resolutions to be put to the meeting.
Section 4: Signing by member
This section must be 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 and Sole Secretary Director/Company Secretary Director (delete one) Please provide the information below in case we need to contact you. / / Contact name Contact day time telephone Date
Instructions for com letion of rox form p p y
Section 1: Name and address of member
1 This is your address as it appears in the register of members of the Company. If this information is incorrect, please advise the Share Registry – Link Market Services of any changes. Address: Locked Bag A14, Sydney South, NSW 1235 Phone: 1 300 554 474
Fax: (02) 9287 0303
Internet: www.linkmarketservices.com.auUTH
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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2 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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3 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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4 To appoint a second proxy:
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(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
- 5 You may direct your proxy how to vote on an item of business by placing a mark in one of the three boxes opposite that 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:
| 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 of 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 close of business on the date set out below, by mail, hand delivery, or facsimile.
| **Last time and date for lodgement *** | 3 September 2008 at 11.30 am |
|---|---|
| By mail | Renison Consolidated Mines NL, GPO Box 5268 Brisbane, QLD, 4001 |
| By delivery | Renison Consolidated Mines NL, Level 5, 60 Edward St, Brisbane, QLD 4000 |
| By facsimile | (07) 3303 0601 |
- 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 General Meeting, please contact Paul Marshall Company Secretary on 07 3303 0630.
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 Shareholder
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 Renison Consolidated Mines NL to be held on [TO BE INSERTED] 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.
4. 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.