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STRUCTURAL MONITORING SYSTEMS PLC Proxy Solicitation & Information Statement 2013
65820_rns_2013-03-13_24255a44-c418-40da-a4b4-c551a64528ad.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:
26 March 2013 at 10:00am 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 March 2013 v3
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
NOTICE IS HEREBY GIVEN that an 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 26 March 2013 at 10:00am 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 10 a.m. PST on 22 March 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 10 a.m. PST on 22 March 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: 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 600,000 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 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
RESOLUTION 2: 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 250,000 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 3: APPROVAL TO ISSUE OF SHARES TO 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 purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 175,000 Shares to 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 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.
RESOLUTION 4: APPROVAL TO 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 100,000 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 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 5: RATIFICATION OF PRIOR ISSUE OF SHARES TO AEM CORPORATION
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 allotment and issue of 4,952,083 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 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 6: APPROVAL TO ISSUE OF SHARES TO AEM CORPORATION
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 2,285,837 fully paid ordinary shares in the Company to Anodyne Electronics Manufacturing Corporation on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on this Resolution by Anodyne Electronics Manufacturing Corporation 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 SAM WRIGHT IN LIEU OF COMPANY SECRETARIAL FEES
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 250,000 fully paid ordinary shares in the Company 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.
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
RESOLUTION 8: APPROVAL TO ISSUE OF SHARES TO TOBY CHANDLER IN LIEU OF DIRECTORS FEES
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 400,000 fully paid ordinary shares in the Company 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 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.
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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.
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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 10 a.m. PST on 22 March 2013.
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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.
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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: 12 March 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.
RESOLUTIONS 1 – 4 – APPROVAL TO ISSUE OF SHARES TO DIRECTORS
Background
Resolutions 1 to 3 seek Shareholder approval for the issue of Shares to the current Directors (Toby Chandler, Andrew Chilcott, Michael Reveley and Michael Reinstein) pursuant to ASX Listing Rule 10.11.
The Directors face considerable ongoing responsibilities and challenges in their roles within the Company. The granting of these Shares will provide a long term incentive for outstanding performance in the Company.
The Company acknowledges that the issue of Shares to Messrs Chilcott, Reveley and Reinstein as non-executive directors may be contrary to guidelines for non-executive remuneration in recommendation 8.3 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the issue of Shares to be reasonable in the circumstances given the Company’s size and stage of development and the importance of maintaining the Company’s cash reserves.
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 1 to 4.
(a) The securities are to be issued to and the maximum number of securities to be issued is:
(i) 600,000 Shares to Mr Toby Chandler or his nominee (Resolution 1);
(ii) 250,000 Shares to Mr Andrew Chilcott or his nominee (Resolution 2);
(iii) 175,000 Shares to Mr Michael Reveley or his nominee (Resolution 3); and
(iv) 100,000 Shares to Mr Michael Reinstein or his nominee (Resolution 4).
(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);
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
(c) Messrs Chandler, Chilcott, Reveley and Reinstein are related parties because they are Directors of the Company.
(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.
Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to the Directors under these Resolutions as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Directors under Resolutions 1-4 will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing rule 7.1.
RESOLUTION 5 - RATIFICATION OF PRIOR ISSUE OF SHARES TO AEM CORPORATION
General
As previously announced, the Company has entered into a key commercial relationship under a letter of intent with Anodyne Electronics Manufacturing Corporation (“AEM”) - a highly regarded aircraft OEM supplier and AS9100C certified manufacturing facility domiciled in British Columbia, Canada.
The Company has now entered into a formal agreement with AEM, whereby AEM will act as the Company's key operational division, bearing the exclusive responsibility for manufacturing, engineering, calibrating and repairing all of the Company’s products. AEM will manufacture the entire line up of the Company's products, including prototypes and qualification builds.
In exchange for AEM initiating and continuing the business relationship with the Company, AEM will be granted a 10% equity stake in the Company, with Shares to be issued in four instalments. The Company has issued three instalments of Shares to AEM, which occurred on 8 August 2012, 7 November 2012 and 7 February 2013.
Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Shares that have been issued to AEM.
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) 4,952,083 Shares were allotted;
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
(b) the issue price was nil;
(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 Anodyne Electronic Manufacturing Corporation; and
(e) no funds were raised from the issue of Shares. The Shares were issued to AEM in consideration for initiating and continuing the business relationship with the Company under a letter of intent.
RESOLUTION 6 – APPROVAL TO ISSUE OF SHARES TO AEM CORPORATION
General
As outlined above in relation to Resolution 5 (Ratification of issue of Shares to AEM Corporation), the Company has agreed to issue Shares to AEM in four instalments in consideration for initiating and continuing the business relationship with the Company. The number of Shares that the Company is required to issue is equal to 10% of the issued share capital in the Company. The Company has issued a total of 4,952,083 Shares to AEM in three instalments.
The Company is required to issue Shares under the fourth and final instalment on 1 May 2013. The number of Shares to be issued to AEM is estimated to be equal to 2,285,837. This is calculated by reference to the existing number of Shares on issue (70,604,195) and assumes that assumes that Resolutions 1-4, 7-8 at this Meeting are passed and the Shares under those Resolutions are issued (1,775,000).
Under Resolution 6 the Company seeks approval to issue up to 2,285,837 Shares to AEM to satisfy the fourth instalment that is due on 1 May 2013 under Listing Rule 7.1. By doing so, those Shares will not count towards the Company's 15% capacity under Listing Rule 7.1.
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 2,285,837 Shares;
(b) the Shares will be issued on 1 May 2013 or a date that is 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 same date;
(c) the Shares will be issued at a nil price;
(d) the Shares will be allotted and issued to Anodyne Electronic Manufacturing Corporation;
(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) no funds will be raised from the issue of the Shares as they are being issued to AEM in consideration for initiating and continuing the business relationship with the Company under a letter of intent.
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
RESOLUTION 7 - ISSUE OF SHARES TO SAM WRIGHT IN LIEU OF COMPANY SECRETARIAL FEES
General
The Company has agreed, subject to obtaining Shareholder approval, to allot and issue up to 250,000 ordinary shares (to the value of $12,500) to Mr Sam Wright on the terms and conditions set out below.
The primary purpose of issuing the Shares to Mr Wright is to provide remuneration in lieu of Company Secretarial Fees accrued and due to be paid to the period ended March 2013 in his role as Company Secretary. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares upon the terms proposed.
By issuing Shares in lieu of paying cash, the Company is able to preserve its cash reserves. The Directors resolved to issue the Shares at a deemed issue price of $0.05 each which is higher than the market price of the Company's shares at the time the Directors made such resolution. This equates to $12,500 cash (being the amount of Company Secretarial Fees accrued and due to be paid to the period ended March 2013). The Directors unanimously recommend voting in favour of the Resolution.
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. By obtaining Shareholder approval to issue ordinary shares to Mr Wright or his nominee the Company retains its 15% capacity under Listing Rule 7.1.
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 250,000 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 allotment will occur on the same date;
(c) the Shares will be issued at a deemed issue price of $0.05 each;
(d) the Shares will be allotted and issued to Sam Wright or his nominee to provide remuneration in lieu of Company Secretarial Fees accrued and due to be paid;
(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) no funds will be raised from the issue of the Shares as they are being issued to Sam Wright or his nominee to provide remuneration in lieu of Company Secretarial Fees accrued and due to be paid.
RESOLUTION 8 - ISSUE OF SHARES TO TOBY CHANDLER IN LIEU OF DIRECTORS FEES
General
The Company has agreed, subject to obtaining Shareholder approval, to allot and issue up to 400,000 ordinary shares (to the value of $20,000) ("Director Remuneration Shares") to Mr Toby Chandler on the terms and conditions set out below.
The primary purpose of issuing the Director Remuneration Shares to Mr Chandler is to provide remuneration in lieu of Director's Fees accrued and due to be paid to the period ended March 2013 in his role as Director. The
NOTICE OF GENERAL MEETING
STRUCTURAL MONITORING SYSTEMS PLC
REGISTERED NO 04834265
Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Director Remuneration Shares upon the terms proposed.
By issuing Director Remuneration Shares in lieu of paying cash, the Company is able to preserve its cash reserves. The independent Directors resolved to issue the Director Remuneration Shares at a deemed issue price of $0.05 each which is higher than the market price of the Company's shares at the time the Directors made such resolution. This equates to $20,000 cash (being the amount of Director’s Fees accrued and due to be paid to the period ended March 2013). The independent Directors (Messrs Chilcott, Reinstein, Reveley and Veitch) support the Resolution.
ASX Listing Rule 10.11
ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.
Accordingly, approval is sought in accordance with ASX Listing Rule 10.11 from Shareholders for the issue of the Director Remuneration Shares.
Technical Information required by ASX Listing Rule 10.11
Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of Director Remuneration Shares:
(a) the Director Remuneration Shares are proposed to be issued to Mr Toby Chandler or his nominee;
(b) the maximum number of Director Remuneration Shares is 400,000;
(c) the Company proposes to issue the Director Remuneration Shares to Mr Chandler 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);
(d) Mr Toby Chandler is a Director of the Company;
(e) the Director Remuneration Shares will be issued at a deemed issue price of $0.05 each;
(f) the Director Remuneration 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) no funds will be raised by the issue of these Director Remuneration Shares as they are being issued in consideration for remuneration owing by the Company to Mr Toby Chandler for Director fees accrued and owing.
Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Remuneration Shares to Mr Chandler as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Director Remuneration Shares to Mr Chandler will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.
10
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
"PST" Pacific Standard Time (USA)
"Meeting" or "General Meeting" The 2013 General Meeting of the Company to be held on 26 March 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
11
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 10.00 am Pacific Standard Time on 22 March 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 26 March 2013 at 10:00am 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 | Approval to issue Shares to Mr Toby Chandler | ☐ | ☐ | ☐ |
| Resolution 2 | Approval to issue Shares to Mr Andrew Chilcott | ☐ | ☐ | ☐ |
| Resolution 3 | Approval to issue Shares to Mr Michael Reveley | ☐ | ☐ | ☐ |
| Resolution 4 | Approval to issue Shares to Mr Michael Reinstein | ☐ | ☐ | ☐ |
| Resolution 5 | Ratification of prior issue of Shares to AEM Corporation | ☐ | ☐ | ☐ |
| Resolution 6 | Approval to issue Shares to AEM Corporation | ☐ | ☐ | ☐ |
| Resolution 7 | Approval to issue Shares to Mr Sam Wright | ☐ | ☐ | ☐ |
| Resolution 8 | Approval to issue Shares to Mr Toby Chandler | ☐ | ☐ | ☐ |
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 10.00 am Pacific Standard Time on 22 March 2013.
Signed this day of 2013
By:
Individuals and joint holders
Signature
Signature
Signature
Companies (affix common seal if appropriate)
Director
Director/Secretary
Sole Director and Sole Secretary