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STRUCTURAL MONITORING SYSTEMS PLC Proxy Solicitation & Information Statement 2013
65820_rns_2013-05-15_30d1a0ca-8c7c-4082-8aba-e4ec78572f34.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:
31 May 2013 at 4:30pm PST
VENUE:
421 N Rodeo Drive
Garden Level, Suite B
Beverley Hills, California, USA
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 Meeting May 2013
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 Garden Level, Suite B, Beverley Hills, California, USA on 31 May 2013 at 4:30pm PST.
The accompanying Proxy Form forms part of this Notice of 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 661, Nedlands, WA 6909 or by facsimile to +61 08 9389 1464 by no later than 4:30pm PST on 29 May 2013, 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 661, Nedlands, WA 6909 or by facsimile to +61 08 9389 1464 by no later than 4:30pm PST on 29 May 2013. 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 ISSUE OF TRANCHE ONE PLACEMENT SHARES
To consider and, if thought fit, to pass, with or without amendment, 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 11,000,000 Shares at an issue price of $0.025 each to clients of Mac Equity Partners Pty Ltd 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.
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
RESOLUTION 2: APPROVAL TO ISSUE TRANCHED TWO PLACEMENT SHARES
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 to issue up to 6,000,000 Shares each at an issue price of $0.025 each to clients of Mac Equity Partners Pty Ltd 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 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 3: APPROVAL OF PARTICIPATION OF MICHAEL REVELEY IN THE 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 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 1,000,000 Shares to Michael Reveley or his nominee at an issue price of $0.025 each under the second tranche of the Placement 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 Reveley 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.
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 661, Nedlands, WA 6909 or by facsimile to +61 08 9389 1464 by no later than 4:30pm PST on 29 May 2013.
-
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: 16 May 2013
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 ISSUE OF TRANCHE ONE PLACEMENT SHARES
On 3rd May 2013, the Company announced that it has agreed terms with Mac Equity Partners for a capital raising of $425,000 by way of a Placement of 17,000,000 shares at $0.025 per share in the capital of the Company.
Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 11,000,000 Shares that have been issued under Tranche One of the Placement.
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 or other securities with rights of conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities on issue at the commencement of that 12 month period.
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.
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 in relation to the issue of Shares:
(a) 11,000,000 Shares were issued;
(b) the issue price was $0.025 per share;
(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;
(d) the Shares were allotted and issued to clients of Mac Equity Partners Pty Ltd who are institutional, sophisticated and professional investors. No Shares were issued to any related parties or associates of the Company; and
(e) funds raised will be used to support the Company's general operating programmes and provide working capital.
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
RESOLUTION 2: APPROVAL TO ISSUE TRANCHE TWO PLACEMENT SHARES
General
As outlined above in relation to Resolution 1 (Ratification of Issue of Shares under Tranche One of the Placement), the Company has agreed terms with Mac Equity Partners for a capital raising of $425,000 by way of the Placement of 17,000,000 shares at $0.025 per share in the capital of the Company.
Under Resolution 2 the Company seeks approval to issue up to 6,000,000 Shares to clients of Mac Equity Partners Pty Ltd under Tranche Two of the Placement under Listing Rule 7.1. By doing so, those Shares will not count towards the Company's 15% capacity under Listing Rule 7.1. If Resolution 3 is passed, the Company will issue 1,000,000 of these Tranche Two Placement Shares to Mr Michael Reveley, a Director of the Company.
ASX Listing Rule 7.1
ASX Listing Rule 7.1 provides that, subject to certain exceptions, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the company's shares then on issue without the approval of shareholders.
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 Shares:
(a) the maximum number of securities to be issued is 6,000,000 Shares;
(b) The Shares 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 the Shares will be issued on the same date;
(c) the Shares will be issued at $0.025 per share;
(d) the Shares will be issued to clients of Mac Equity Partners Pty Ltd who are institutional, sophisticated and professional investors. Subject to the approval of Resolution 3, one million shares will be issued to Mr Michael Reveley, a director and related party of the Company;
(e) 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 Shares; and
(f) funds raised will be used to support the Company's general operating programmes and provide working capital.
RESOLUTION 3: APPROVAL OF PARTICIPATION OF MICHAEL REVELEY IN THE PLACEMENT
Background
Resolution 3 relates to the proposed participation of a Director, being Mr Michael Reveley (or his nominee), in Tranche Two of the Placement.
Resolution 3 seeks Shareholder approval for the issue of Shares to Mr Michael Reveley 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.
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
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 1 to 4.
(a) The securities are to be issued to Mr Michael Reveley or his nominee and the maximum number of securities to be issued is 1,000,000 Shares;
(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) Mr Reveley is a related party because he is a Director of the Company.
(d) The Shares will be issued for $0.025 per share. 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.
(g) Funds raised will be used to support the Company's general operating programmes and provide working capital.
Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to Michael Reveley under this Resolution as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Michael Reveley under Resolution 3 will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing rule 7.1.
6
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
GLOSSARY
In this Notice of Meeting and Explanatory Statement the following expressions have the following meanings:
"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
"Board" The board of Directors of the Company.
"Director" A director of Structural Monitoring Systems
"Placement" The issue of up to 17,000,000 Shares at an issue price of $0.025 to raise up to $425,000
"PST" Pacific Standard Time (USA)
"Meeting" or "General Meeting" The 2013 General Meeting of the Company to be held on 31 May 2013
"Notice of Meeting" The notice convening the Meeting, which accompanies this Explanatory Statement
"Share" A fully paid ordinary share of £0.0005 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)
$ Australian dollars
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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 4:30 pm Pacific Standard Time on 29 May 2013.
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 Garden Level, Suite B, Beverley Hills, California, USA on 31 May 2013 at 4:30 pm PCT 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 issue of Tranche One Placement Shares | ☐ | ☐ | ☐ |
| Resolution 2 | Approval to issue Tranche Two Placement Shares | ☐ | ☐ | ☐ |
| Resolution 3 | Approval of participation of Mr Michael Reveley in the Placement | ☐ | ☐ | ☐ |
If the chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a Resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that the votes cast by the Chair of the meeting for those Resolutions other than as proxy holder will be disregarded because of that interest. The Chair intends to vote any such undirected proxies in favour of all Resolutions. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.
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, Suite 7, 29 The Avenue, Nedlands, Western Australia, or by post to PO Box 661 Nedlands WA 6909 or by fax to +61 8 9389 1464 by 4:40 pm Pacific Standard Time on 29 May 2013.
Signed this day of 2013
By:
Individuals and joint holders
| Signature |
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| Signature |
| Signature |
Companies (affix common seal if appropriate)
| Director |
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| Director/Secretary |
| Sole Director and Sole Secretary |