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STRUCTURAL MONITORING SYSTEMS PLC Proxy Solicitation & Information Statement 2012
65820_rns_2012-03-29_62301211-f8ea-4145-97b0-478356df62e4.pdf
Proxy Solicitation & Information Statement
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STRUCTURAL MONITORING SYSTEMS plc
(Registered in England with Company No. 4834265 ARBN 106 307 322)
NOTICE OF GENERAL MEETING
and
EXPLANATORY STATEMENT
and
PROXY FORM
DATE AND TIME OF MEETING:
16 April 2012 at 12:00pm WST
VENUE:
RSM Bird Cameron
8 St Georges Tce
Perth, Western Australia
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
These documents should be read in their entirety. If you are in any doubt as to what action you should take, you are recommended to seek your own advice from your accountant, solicitor or other duly authorised professional adviser.
If you have sold or transferred all of your ordinary shares in Structural Monitoring Systems plc, please send this document, together with the accompanying form of proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
NOTICE IS HEREBY GIVEN that a General Meeting ("Meeting") of members of Structural Monitoring Systems Plc ("the Company") will be held at RSM Bird Cameron, 8 St Georges Tce, Perth, Western Australia on 16 April 2012 at 12:00pm WST.
The accompanying Proxy Form forms part of this Notice of Annual General Meeting ("Notice").
Holders of ordinary shares in the Company ("Shareholders") are requested to complete and return the enclosed form of proxy to the Company at Structural Monitoring Systems PLC, PO Box 9028, WA 6008 or by facsimile to +61 08 9381 4056 by no later than 12 p.m. WST on 14 April 2012, whether or not they propose to be present at the Meeting.
The completion and return of a form of proxy will not prevent you from attending the Meeting and voting in person should you subsequently wish to do so.
Holders of CHESS Depositary Interests ("CDIs") are invited to attend and speak at the Meeting but are not entitled to vote personally at the Meeting. In order to have votes cast at the Meeting on their behalf, CDI holders must complete, sign and return the CDI Notice of Direction (as enclosed with this Notice so that CHESS Depositary Nominees Pty Ltd ("CDN") can vote the underlying shares on your behalf. CDI holders are requested to complete and return the CDI Notice of Direction form to the Company at Structural Monitoring Systems PLC, PO Box 9028, Subiaco, WA 6008 or by facsimile to +61 08 9381 4056 by no later than 12 p.m. WST on 14 April 2012. An Explanatory Statement containing information in relation to the proposed resolutions accompanies this Notice.
The Directors consider that the proposed resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the resolutions being proposed at the Meeting, as they intend to do or procure to be done in respect of their own and their connected persons' beneficial holding (except where they are subject to a voting exclusion).
AGENDA
RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF PLACEMENT SECURITIES
To consider and, if thought fit, to pass, with or without amendment (to the extent permitted by English law), 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 allotment and issue of 5,000,000 Shares and 3,000,000 Options on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. 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: APPROVAL TO ISSUE ATTACHING OPTIONS FROM PLACEMENT
To consider and, if thought fit, to pass, with or without amendment (to the extent permitted by English law), the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 2,000,000 Options on the terms and conditions set out in the Explanatory Statement."
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mac Equity Partners Pty Ltd and any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
RESOLUTION 3: APPROVAL TO ISSUE SECURITIES TO ROBERT MICHAEL REVELEY
To consider and, if thought fit, to pass, with or without amendment (to the extent permitted by English law), the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue and allot up to 2,000,000 Shares and 2,000,000 Options to Robert Michael Reveley or his nominee on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Robert Michael Reveley and any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
RESOLUTION 4: APPROVAL TO ISSUE SHARES PURSUANT TO PLACEMENT
To consider and, if thought fit, to pass, with or without amendment (to the extent permitted by English law), the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue and allot up to 50,000,000 Shares on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.
RESOLUTION 5: APPROVAL TO ISSUE OF SHARES TO TOBY CHANDLER
To consider and, if thought fit, to pass, with or without amendment (to the extent permitted by English law), the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 775,000 Shares to Toby Chandler or his nominee on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Toby Chandler and a person who may participate in the proposed issue and a person who might obtain a benefit, except a
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any of their associates. 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 6: APPROVAL TO ISSUE OF SHARES TO ANDREW CHILCOTT
To consider and, if thought fit, to pass, with or without amendment (to the extent permitted by English law), the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 150,000 Shares to Andrew Chilcott or his nominee on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Andrew Chilcott and a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any of their associates. 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 7: APPROVAL TO ISSUE OF SHARES TO RICHARD EVANS
To consider and, if thought fit, to pass, with or without amendment (to the extent permitted by English law), the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 125,000 Shares to Richard Evans or his nominee on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Richard Evans and a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any of their associates. 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 8: ISSUE OF SHARES TO MICHAEL REINSTEIN
To consider and, if thought fit, to pass, with or without amendment (to the extent permitted by English law), the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 150,000 Shares to Michael Reinstein or his nominee on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Michael Reinstein and a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any of their associates. 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
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
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 9: APPROVAL TO ISSUE OF SHARES TO SAM WRIGHT
To consider and, if thought fit, to pass, with or without amendment (to the extent permitted by English law), the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 350,000 Shares to Sam Wright or his nominee on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Sam Wright and a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any of their associates. 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.
For the purposes of the Resolutions, the following definitions apply:
"Articles of Association" means the Company's articles of association, as amended from time to time;
"ASX" means ASX Limited (ACN 008 624 691);
"ASX Listing Rules" means the Listing Rules of ASX as amended from time to time;
"Board" means the board of Directors of the Company;
"Company" means Structural Monitoring Systems plc, registered in England with Company No. 04834265;
"Directors" means the directors of the Company;
"Meeting" or "General Meeting" means the General Meeting of the Company to be held on 16 April 2012;
"Option" means an option to acquire an ordinary share in the capital of the Company;
"Share" means a fully paid ordinary share of £0.005 each in the capital of the Company;
"Resolutions" means resolutions 1 to 8 set out in the Notice to be proposed at the General Meeting;
"WST" means Western Standard Time, Perth, Western Australia;
"$ " means Australian dollars.
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
PROXIES
Shareholders are advised that:
-
As a holder of ordinary shares in the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. A proxy need not be a member of the Company.
-
In the case of joint holders, the vote of the person first named in the register of members tendering a vote will be accepted to the exclusion of the votes of the other joint holders.
-
In the case of a corporation, the form of proxy must be expressed to be executed by the corporation and must be executed under its common seal, or signed on its behalf by a duly authorised attorney or duly authorised officer of the corporation.
-
To be valid, the form of proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority must be deposited with the Company at Structural Monitoring Systems PLC, PO Box 9028 Subiaco, WA 6008 or by facsimile to +61 08 9381 4056 by no later than 12 p.m. WST on 14 April 2012.
-
The completion and return of a proxy card will not affect the right of a member to attend, speak and vote in person at the meeting convened by this notice.
-
You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share.
To direct your proxy how to vote on the resolutions mark the appropriate box with an "X". To abstain from voting on a resolution, select the relevant "abstain" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
- Members will be entitled to attend and vote at the meeting if they are registered on the Company's register of members 48 hours before the time appointed for the meeting or any adjournment thereof. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
BY ORDER OF THE BOARD
Sam Wright
Company Secretary
Dated: 30 March 2012
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide Shareholders with certain information known to the Company that the Company deems to be material to Shareholders in deciding whether or not to approve the proposed Resolutions.
The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.
Certain capitalised terms in this Explanatory Statement are defined in the Glossary.
RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF PLACEMENT SECURITIES
During December 2011, the Company raised $500,000 through the placement of 5,000,000 shares at 10 cents per share along with one free attaching option for every share purchased exercisable at 8.5 cents and expiry 1 July 2013.
ASX Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue, or agree to issue, during any 12 month period any equity securities, if the number of those securities exceeds 15% of the number of securities on issue at the commencement of that 12 month period.
On 30 December 2011, the Company issued 5,000,000 Shares and 3,000,000 Options pursuant to the placement within its 15% capacity under Listing Rule 7.1. The remaining 2,000,000 Options have not been issued (but are the subject of Shareholder approval under Resolution 2).
The subscribers pursuant to the placement were not related parties of the Company.
ASX Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1. Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the Shares and Options issued on 30 December 2011 pursuant to the placement.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided to Shareholders:
(a) 5,000,000 Shares and 3,000,000 Options were allotted;
(b) the issue price was $0.10 per Share with one free attaching option for every share purchased;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares. The Options are exercisable at 8.5 cents and expire on 1 July 2013. The Options are issued on the same terms and conditions as the Company's existing quoted Options (ASX code "SMNOA"), which are set out in Schedule 1;
(d) 5,000,000 Shares and 3,000,000 Options were allotted and issued to sophisticated institutional investors who are clients of Mac Equity Partners Pty Ltd. None of the Shares or Options were issued to any related parties or associates of the Company; and
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
(e) The funds raised will be used to fund the Company’s broadening research and development programmes, and to provide general working capital.
RESOLUTION 2: APPROVAL TO ISSUE ATTACHING OPTIONS FROM PLACEMENT
As set out in the background information to Resolution 1, the Company recently completed a placement of 5,000,000 Shares at 10 cents per share along with one free attaching option for every share purchased exercisable at 8.5 cents and expiry 1 July 2013.
The Company issued 5,000,000 Shares and 3,000,000 Options using its 15% capacity under Listing Rule 7.1. The remaining 2,000,000 Options are to be issued subject to shareholder approval.
Resolution 2 seeks Shareholder approval for the issue of 2,000,000 Options to Mac Equity Partners Pty Ltd. Mac Equity Partners Pty Ltd is not a related party of the Company.
A summary of ASX Listing Rule 7.1 is set out above.
The effect of Resolution 2 will be to allow the Directors to issue the Options during the period of 3 months after the Meeting (or a longer period if allowed by ASX), without using the Company’s 15% annual placement capacity.
Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Options:
(a) the maximum number of securities to be granted is 2,000,000 Options;
(b) the Options will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the one date;
(c) the Options will be issued for nil cash consideration. The Options are issued pursuant to the placement completed by the Company in December 2011 on the basis of 1 free attaching Option for each Share subscribed for;
(d) the Options will be issued to Mac Equity Partners Pty Ltd or its nominees. Mac Equity Partners Pty Ltd and its nominees are not related parties of the Company;
(e) the Options have an exercise price of 8.5 cents each and an expiry date of 1 July 2013. The Options will be issued on the same terms and conditions as the Company’s existing quoted Options (ASX code "SMNOA"). The terms of the Options are set out in Schedule 1; and
(f) no funds will be raised from the issue of the Options.
RESOLUTION 3: APPROVAL TO ISSUE SECURITIES TO ROBERT MICHAEL REVELEY
General
The Company has agreed to issue Robert Michael Reveley with 2,000,000 Shares at 10 cents per share along with one free attaching option for every share purchased exercisable at 8.5 cents and expiry 1 July 2013.
Resolution 3 seeks Shareholder approval for the issue of 2,000,000 Shares and 2,000,000 Options to Robert Michael Reveley. Robert Michael Reveley is not a related party of the Company.
A summary of ASX Listing Rule 7.1 is set out above.
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
The effect of Resolution 3 will be to allow the Directors to issue the Shares and Options during the period of 3 months after the Meeting (or a longer period if allowed by ASX), without using the Company’s 15% annual placement capacity.
Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Options:
(a) the maximum number of securities to be issued is 2,000,000 Shares and 2,000,000 Options;
(b) the Shares and Options will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the one date;
(c) the Shares will be issued at 10 cents per Share along with one free attaching Option for every Share purchased exercisable at 8.5 cents and expiry 1 July 2013;
(d) the Shares and Options will be issued to Robert Michael Reveley or his nominees. Robert Michael Reveley and his nominees are not related parties of the Company;
(e) the Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Options will be issued with an exercise price of 8.5 cents and an expiry date of 1 July 2013. The Options will be issued on the same terms and conditions as the Company’s existing quoted Options (ASX code "SMNOA"). The terms of the Options are set out in Schedule 1.; and
(f) the Company will raise $200,000 from the issue of these securities. The funds raised will be used to fund the Company’s broadening research and development programmes, and to provide general working capital
RESOLUTION 4 – APPROVAL TO ISSUE SHARES PURSUANT TO PLACEMENT
General
Resolution 4 seeks Shareholder approval for the issue of up 50,000,000 Shares. The Company seeks to have the flexibility to issue securities to allow this number of securities not to be included in the calculation under ASX Listing Rule 7.1.
A summary of ASX Listing Rule 7.1 is set out above in the information about Resolution 1. One circumstance where an issue is not taken into account in the calculation of the 15% threshold is where the issue has the prior approval of Shareholders in a general meeting.
The Company is seeking approval under ASX Listing Rule 7.1 to be able to issue up to 50,000,000 Shares.
Technical information required by ASX Listing Rule 7.1
ASX Listing Rule 7.3 sets out the matters which must be included in the notice of meeting convened to seek shareholder approval under ASX Listing Rule 7.1.
For the purposes of ASX Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 4.
(a) the maximum number of securities to be issued is 50,000,000 Shares;
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that the Shares will be allotted on one date;
(c) the issue price will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed (and, in any case, not less than par value);
(d) the names of the proposed allottees are not known and the quantity of the Shares to be issued to each allottee is not known. The Shares will be allotted at the discretion of Directors but will not be issued to Directors or other related parties;
(e) the Shares issued will be fully paid ordinary shares in the Company and will rank equally with the Company's current issued Shares; and
(f) the Company intends to use the funds raised to fund the Company’s broadening research and development programmes, and to provide general working capital.
(g) it is intended to allot the Shares on one date.
RESOLUTION 5 – 9 - ISSUE OF SHARES TO DIRECTORS AND FORMER DIRECTORS
Background
Resolutions 5 to 9 seek Shareholder approval for the issue of Shares to each of the current Directors (Toby Chandler, Andrew Chilcott, Michael Reinstein) and to former Directors (Richard Evans and Sam Wright) pursuant to ASX Listing Rule 10.11.
ASX Listing Rule 10.11 requires Shareholder approval where an entity issues, or agrees to issue, securities to a related party.
Information Required by ASX Listing Rules
ASX Listing Rule 10.13 sets out the matters which must be included in the notice of meeting convened to seek shareholder approval under ASX Listing Rule 10.11.
For the purposes of ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolutions 5 to 9.
(a) The maximum number of securities to be issued is:
(i) 775,000 Shares to Mr Toby Chandler or his nominee (Resolution 5);
(ii) 150,000 Shares to Mr Andrew Chilcott or his nominee (Resolution 6);
(iii) 125,000 Shares to Mr Richard Evans or his nominee (Resolution 7);
(iv) 150,000 Shares to Mr Michael Reinstein or his nominee (Resolution 8) and;
(v) 350,000 Shares to Mr Sam Wright or his nominee (Resolution 9).
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
(b) The shares will be issued no later than 1 month after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(c) Messrs Chandler, Chilcott and Reinstein are related parties because they are Directors of the Company. Messrs Evans and Wright are a former directors of the Company. They are a related party because they were directors of the Company during the previous 6 months.
(d) The Shares will be issued for nil monetary consideration. The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing ordinary shares.
(e) No funds will be raised by the issue of the Shares. The Shares are issued by way of serving to retain present directors, and award directors for their additional services over the prior months
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS
The material terms and conditions of the Options are as follows.
(a) The Options will expire at 5:00 pm (WST) on 1 July 2013 (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(b) The amount payable upon exercise of each Option will be $0.085 (Exercise Price).
(c) The Options held by each Optionholder may be exercised in whole or in part.
(d) An Optionholder may exercise its Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised; (Exercise Notice).
(e) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(f) Within 10 business days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(g) The Options are transferable.
(h) All shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other shares.
(i) Subject to the requirements of the ASX Listing Rules, the Company will apply for quotation of the Options on ASX.
(j) The Company will apply for quotation of all shares allotted pursuant to the exercise of Options on ASX within 10 business days after the date of allotment of those shares.
(k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act, the 2006 Act and the ASX Listing Rules at the time of the reconstruction.
(l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
(m) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
GLOSSARY/ APPENDIX A
"Articles of Association" or "Articles" The Company's articles of association, as amended from time to time
"ASX" ASX Limited (ACN 008 624 691)
"ASX Listing Rules" or "Listing Rules" The official Listing Rules of ASX as amended from time to time
"2006 Act" UK Companies Act 2006 (as amended from time to time)
"Board" The board of Directors of Structural Monitoring Systems.
"Director" A director of Structural Monitoring Systems
"Meeting" or "General Meeting" The General Meeting of the Company to be held on 16 April 2012
"Notice of Meeting" The notice convening the Meeting, which accompanies this Explanatory Statement
"Option An option to acquire an ordinary share in the Company
"Ordinary Share" A fully paid ordinary share of £0.005 each in the capital of the Company
"Resolutions" The proposed resolutions set out in the Notice of Meeting
"Shareholder" The registered holder of one or more Shares
"Structural Monitoring Systems" or "Company" Structural Monitoring Systems plc, registered in England and Wales with Company Number 4834265 (ARBN: 106 307 322)
"UK" or "United Kingdom" The United Kingdom of Great Britain and Northern Ireland
"WST" Western Standard Time, Perth, Western Australia
$ Australian dollars
STRUCTURAL MONITORING SYSTEMS PLC
CDI VOTING INSTRUCTION FORM
Structural Monitoring Systems plc
ABRN 106 307 322
Each CHESS Depositary Interest ("CDI") is equivalent to one Ordinary Share in the Company, so that every 1 CDI that you hold entitles you to 1 vote. You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form by no later than 12.00 pm Western Standard Time on 14 April 2012.
I/We
being a holder of CDIs of Structural Monitoring Systems plc (the "Company") hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the General Meeting of the Company to be held at 8 St Georges Terrace, Perth, Western Australia on Monday 16 April 2012 at 12:00pm WST and at any adjournment thereof.
By executing this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the Meeting. Please indicate with an "X" in the appropriate boxes below how CHESS Depositary Nominees Pty Ltd should vote and then sign in the space provided below. Please note, if you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted.
Voting on Business of the General Meeting
| FOR | AGAINST | ABSTAIN | ||
|---|---|---|---|---|
| Resolution 1 | Ratification of prior issue of placement securities | ☐ | ☐ | ☐ |
| Resolution 2 | Approval to issue attaching Options from placement | ☐ | ☐ | ☐ |
| Resolution 3 | Approval to issue securities to Robert Michael Reveley | ☐ | ☐ | ☐ |
| Resolution 4 | Approval to issue Shares pursuant to placement | ☐ | ☐ | ☐ |
| Resolution 5 | Approval to issue Shares to Toby Chandler | ☐ | ☐ | ☐ |
| Resolution 6 | Approval to issue Shares to Andrew Chilcott | ☐ | ☐ | ☐ |
| Resolution 7 | Approval to issue Shares to Richard Evans | ☐ | ☐ | ☐ |
| Resolution 8 | Approval to issue Shares to Michael Reinstein | ☐ | ☐ | ☐ |
| Resolution 9 | Approval to issue Shares to Sam Wright | ☐ | ☐ | ☐ |
If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are not to be counted in computing the required majority on a poll.
If two proxies are being appointed, the proportion of voting rights this proxy represents is _____%
Please return this Proxy Form to the Company Secretary, Structural Monitoring Systems plc, 50 Derby Road, Subiaco WA 6008, or by post to PO Box 9028 Nicholson Road Subiaco WA 6008 or by fax to +61 8 9381 4056 by 12 pm (WST) on 14 April 2012.
Signed this day of 2012.
By:
Individuals and joint holders
Signature
Signature
Signature
Companies (affix common seal if appropriate)
Director
Director/Secretary
Sole Director and Sole Secretary