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TOWER RESOURCES PLC — Proxy Solicitation & Information Statement 2018
Aug 22, 2018
7980_rns_2018-08-22_5613dc36-a3cc-4963-91a8-7d35f6544c78.pdf
Proxy Solicitation & Information Statement
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NOTICE OF SPECIAL MEETING AND OF AVAILABILITY OF PROXY MATERIALS
You are receiving this notification as Wentworth Resources Limited (the "Corporation") has decided to use the notice and access model for delivery of meeting materials to its shareholders of record as at August 21, 2018 ("Shareholders"). Under notice and access, Shareholders still receive a proxy or voting instruction form enabling them to vote at the Corporation's meeting. However, instead of a paper copy of the Information Circular, Shareholders receive this notice with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to Shareholders. Shareholders with questions about notice and access can contact the Corporate Secretary of the Corporation by telephone at +1 (403) 294-1530 or by email at [email protected].
This notice provides details of the date, time and place of the special meeting of Shareholders (the "Meeting"), including the matters to be voted on at the Meeting, and instructions on how to access an electronic copy of the Information Circular or to request a paper copy of the Information Circular.
Accompanying this notice is a Form of Proxy or other voting document that you will need to vote by proxy.
Notice is hereby given that a Meeting of Wentworth Resources Limited will be held:
WHEN: October 2, 2018 10:00 a.m. (BST) WHERE: FTI Consulting
200 Aldersgate Aldersgate Street, EC1A 4HD London, United Kingdom
for the following purposes and to transact any other business that may properly come before the Meeting and any postponement or adjournment thereof:
Continuance – to consider and approve the application for the discontinuance of the Corporation under the Business Corporations Act (Alberta) and the continuance of the Corporation into Jersey, Channel Islands, pursuant to the provisions of the Companies (Jersey) Law 1991 (as amended) and certain related actions, including the adoption of new constitutional documents, the change of the Corporation's name to "Wentworth Resources Plc" and the holding in treasury of any shares purchased in connection with and following the continuance
Delisting from Oslo Børs – to consider and approve the application to Oslo Børs to delist the Corporation's common shares (in the form of registered beneficial interests (deposit rights)) from Oslo Børs
Share Authority Authorization - to consider and approve the grant of authority to the Board to allot, issue, convert any security into, grant options over or otherwise dispose of certain equity securities and to disapply pre-emption in respect of certain allotments of equity securities
Matters to be transacted Section of Information Circular
See "Approval of the Resolutions – Procedure for the Continuance"; "-Effect of the Continuance"; "- Reasons for the Continuance"; "- Comparison Between Alberta and Jersey Corporate Law"; and "- Other Implications of the Continuance Affecting the Company and Securityholders"
See "Approval of the Resolutions -the Delisting"
See "Approval of the Resolutions –Share Authority Resolutions"
WHERE CAN I ACCESS MEETING MATERIALS?
Meeting materials can be viewed online at the following internet address:
Information Circular: http://www.wentworthresources.com/filings.php
HOW DO I GET A PAPER COPY OF THE INFORMATION CIRCULAR?
You can request that a paper copy of the Information Circular be sent to you by regular postal delivery free of charge. Requests may be made up to one year from the Meeting date by contacting the Corporate Secretary of the Corporation by telephone at +1 (403) 294-1530 or by email at [email protected]. For requests received prior to the Meeting, paper copies will be sent to you within 3 business days of receiving your request. Therefore, to receive the Information Circular to the proxy cut-off for the Meeting, you should make your request before 10:00 a.m. (BST) on September 27, 2018. For requests received on or after the date of the Meeting, paper copies will be sent to you within 10 calendar days after receiving your request.
HOW DO I VOTE MY SHARES?
As a beneficial shareholder, in order to vote you must complete the enclosed form of proxy or direction and submit it in accordance with the instructions contained in the Information Circular by the deadline set forth in the Information Circular.