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TRIANGLE ENERGY (GLOBAL) LIMITED AGM Information 2011

Oct 23, 2011

65907_rns_2011-10-23_49647c64-fa39-4721-9984-26ea45fde5c7.pdf

AGM Information

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24 October 2011

Dear Shareholder,

Triangle Energy (Global) Limited’s 2011 annual general meeting is to be held in Perth on Thursday 24 November 2011.

Please find enclosed a Notice of Annual General Meeting including Explanatory Statement and Proxy Form.

At the request of many shareholders, we have not included the 2011 Annual Report with these documents for those shareholders who elected not to receive a printed copy. You can however view an electronic copy of the 2011 Annual report on the Company’s website: www.triangleenergy.com.au.

For those shareholders who did receive a copy and do not wish to receive a printed copy of the Annual Report in future years, or who did not receive a copy and do wish to receive a copy in future years, please complete the enclosed Election to Receive Annual Report form.

If you wish to receive a copy of this year’s Annual Report, or you have any queries in relation to the Notice of Meeting or Annual General Meeting, please contact the Company Secretary, Rae Clark on +61 (0) 8 9286 8300 or at [email protected].

Yours sincerely

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John E T Towner Executive Chairman Triangle Energy (Global) Limited

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TRIANGLE ENERGY (GLOBAL) LIMITED (ACN 110 411 428)

NOTICE OF ANNUAL GENERAL MEETING

and

EXPLANATORY STATEMENT

and

PROXY FORM

DATE AND TIME OF MEETING

Thursday 24 November 2011 at 10.00 am (WST)

VENUE

Royal Freshwater Bay Yacht Club, Keane's Point, Hobb's Place, Peppermint Grove Western Australia

These documents should be read in their entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor.

Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary, Rae Clark on +61 (0) 8 9286 8300 or [email protected]

CONTENTS

Notice of Annual General Meeting (setting out the proposed resolutions) 2
Explanatory Statement (explaining the proposed resolutions) 4
Glossary 7
Proxy Form 8

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders of Triangle Energy (Global) Limited will be held at 10.00 am WST on Thursday 24 November 2011 at:

Royal Freshwater Bay Yacht Club Keane’s Point, Hobb’s Place Peppermint Grove Western Australia Phone No +61 (0)8 9384 9100

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and either:

  • (a) send the proxy form by post to the Company’s Registry at Security Transfer Registrars Pty Limited, 770 Canning Highway, Applecross, Western Australia 6153; or

  • (b) send the proxy form by facsimile to the Registry on +61 (08) 9315 2233.

so that it is received not later than 5.00 pm WST on Tuesday 22 November 2011.

Proxy forms received later than this time will be invalid.

Your proxy form is enclosed following the Explanatory Statement.

1

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the members of Triangle Energy (Global) Limited ( Company ) will be held at the Royal Freshwater Bay Yacht Club, Keane's Point, Hobb's Place, Peppermint Grove, Western Australia, at 10:00 am (WST) on Thursday 24 November 2011.

The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting describes in more detail the matters to be considered.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 5.00 pm WST on Tuesday 22 November 2011. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Terms and abbreviations used in this Notice of Annual General Meeting and the Explanatory Statement are defined in the Glossary.

ORDINARY RESOLUTIONS

To consider and, if thought fit, pass the following ordinary resolutions:

1. Election of Mr Steven Hamer as a Director

  • “That, Mr Steven Hamer, being a director who retires by rotation, and, being eligible, offers himself for re-election, is re-elected as a director of the Company.”

2. Election of Mr Lewis Johnson as a Director

  • “That, Mr Lewis Johnson, being a director who retires by rotation, and, being eligible, offers himself for re-election, is re-elected as a director of the Company.”

3. Approval for the issue of up to 270,000,000 Shares

  • “That approval is given in accordance with ASX Listing Rule 7.1 for the issue and allotment of up to 270,000,000 Shares].”

4. Adoption of the Remuneration Report (Non-binding resolution)

“That the Remuneration Report contained in the Directors’ Report within the Annual Report be adopted.”

VOTING EXCLUSIONS

Resolution 3

The Company will disregard any votes cast on Resolution 3 by:

  • A person who may participate in the proposed issue of securities 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

  • An associate of those persons.

However, the Company need not disregard a vote if:

  • It is cast by a person as 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 the person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2

PROXIES

  1. A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote instead of the member. If two proxies are appointed, and a member does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half the votes. A proxy need not be a member of the Company.

  2. In order to vote at the meeting on behalf of a company that is a shareholder of Triangle Energy, a valid Power of Attorney or appointment of corporate representative in the name of the attendee must be either lodged with the Company prior to the Meeting, or be presented at the Meeting before registering on the attendance register for the Meeting.

  3. Forms to appoint proxies, and the Power of Attorney (if any) under which they are signed, must be lodged at the Company’s Registry at Security Transfer Registrars Pty Limited, 770 Canning Highway, Applecross, Western Australia 6153 or sent by facsimile to the Registry on +61 (08) 9315 2233, not less than 48 hours before the time of the Meeting or resumption of the adjourned Meeting at which the person named in the instrument proposes to vote.

  4. An instrument appointing a proxy:

  5. (a) shall be in writing under the hand of the appointor or of his attorney, or if the appointor is a corporation, either under seal or under the hand of a duly authorised officer or attorney;

  6. (b) may specify the manner in which the proxy is to vote in respect of a particular Resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the Resolution except as specified in the instrument;

  7. (c) shall be deemed to confer authority to demand or join in demanding a poll; and

  8. (d) shall be in such form as the Directors determine and which complies with Section 250A of the Corporations Act.

ENQUIRIES

All enquiries in relation to the contents of the Notice of Annual General Meeting or Explanatory Statement should be directed to the Company Secretary, Rae Clark.

BY ORDER OF THE BOARD

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Rae Clark Company Secretary Dated: 20 October 2011

3

EXPLANATORY STATEMENT

INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders of Triangle Energy (Global) Limited in connection with Resolutions 1 to 4 to be considered at the Annual General Meeting of members to be held at the Royal Freshwater Bay Yacht Club, Keane’s Point, Hobb’s Place, Peppermint Grove, Western Australia, at 10 am (WST) on 24 November 2010.

This Explanatory Statement should be read in conjunction with the accompanying Notice of Annual General Meeting. Please refer to the end of this Explanatory Statement for a glossary of terms.

Financial and Other Reports

The Corporations Act requires the Directors of the Company to lay before the Annual General Meeting the Financial Statements, the Directors’ Report and the Auditor’s Report for the financial year ended 30 June 2011.

These reports are contained in the Company’s Annual Report for the year ended 30 June 2011, which has been provided to Shareholders and is available on the Company’s website at www.triangleenergy.com.au.

As required under section 250PA of the Corporations Act, the Company will make available at the Annual General Meeting those questions directed to the auditor and received by the Company by 5:00 pm (WST) on 21 November 2011, being questions which the auditor considers relevant to the content of the Independent Auditor’s Report or the conduct of the audit of the Financial Report. Every endeavour will be made during the Annual General Meeting to answer questions submitted by Shareholders. However, depending on the number and types of questions received, it may not be possible to respond to every submitted question, either at or after the Meeting.

To enable Shareholders who cannot attend the Annual General Meeting to raise issues and to assist the Board and the auditor of the Company in responding to questions, please submit any questions you may have on the Questions From Shareholders Form (following the Proxy Form attached to this Explanatory Statement) and return the form in person or by mail to Triangle Energy, PO Box 337, Cottesloe WA 6911 or by fax to Triangle Energy on +61 8 9385 5184 so that it is received by no later than 5.00 pm (WST) on 21 November 2011.

RESOULUTIONS 1-2: Election of Directors

According to rule 7.3 of the the Constitution, one third of Directors, and any director for whom the Meeting would be their third annual general meeting or who has been in office for three years since their last appointment shall automatically retire and be eligible for re-election.

At this meeting Mr Steven Hamer and Mr Lewis Johnson automatically retire in accordance with the Constitution. Background information regarding Messrs Hamer and Johnson is provided below:

4

Mr Steven Hamer

Steven (Steve) Hamer has forty years of business experience working in both Australia and Indonesia. After completing a Bachelor of Science at Sydney University, Steve spent ten years with the Commonwealth Bank of Australia. After leaving the Commonwealth Bank, Steve pursued hotel ownership, home unit-townhouse development and mining activities. His activities in the mining industry and commodity trading continue today with particular involvement in energy and mining in Indonesia.

Steve became a Director of the Company in November 2009.

Mr Lewis Johnson

Lewis Johnson has almost forty years experience in all Australian and International investment sectors, involving institutional investment / funds management, development banking (corporate / project finance, private equity / venture capital), property, and stockbroking. He has been a member of numerous investment committees, advisory and corporate boards, and a director of several non-profit organisations. He is a graduate of the University of Melbourne (B.Comm) and a graduate of the Australian Institute of Company Directors (GAICD).

For more than twenty years he had direct investment management responsibility for a large successful balanced retirement fund and remains actively involved in stockbroking. He is currently an Advisor with Bell Potter Securities Limited - a Member Firm of the ASX - and a Director and Investment Manager of Bell Asset Management Ltd - members of the Bell Potter group.

Lewis became a Director of the Company in November 2009.

Recommendation

The Board supports the re-election of Messrs Hamer and Johnson. It is intended that open proxies will be voted in favour of this resolution.

RESOLUTION 3: Issue of up to 270 million Shares

Shareholder approval is sought to issue 270 million Shares on the terms and conditions set out below.

ASX Listing Rule 7.1 provides that, subject to a number of exceptions (none of which are relevant in this case), a company must not issue equity securities without shareholder approval if that issue, when aggregated with other securities issued by the company in the previous 12 months, will exceed 15% of the ordinary securities on issue at the commencement of the 12 month period.

Resolution 3 seeks Shareholders’ approval under ASX Listing Rule 7.1 for the issue of up to 270,000,000 Shares (“ Future Placement Securities ”). This approval will allow the Company to raise new equity capital to fund the Company’s exploration and development activities and for general working capital.

The following information is provided for Resolution 3 in accordance with ASX Listing Rule 7.3:

  • The maximum number of Future Placement Securities to be issued is 270,000,000;

  • The issue price of the Future Placement Securities shall not be less than 80% of the average market price of the Company’s Shares on ASX over the 5 days on which sales in the Shares were recorded immediately prior to the date of issue of the Future Placement Securities;

  • All the Future Placement Securities to be issued will rank equally in all respects with the existing Shares quoted on the ASX;

  • The allottees of the Future Placement Securities will be investors identified by the Directors, none of whom will be related parties of the Company;

5

  • The Company intends to apply the funds raised from the Issue of the Future Placement Securities to exploration and development activities and for general working capital;

  • The Future Placement Securities are expected to be allotted on one date and will be issued no later than 3 months from the date of the Meeting or such later date as approved by the ASX.

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

RESOLUTION 4:

Remuneration Report

The Remuneration Report is set out in the Directors’ Report (under the heading Remuneration Report) in the Company’s Annual Report for the year ended 30 June 2011. This report sets out the Company’s remuneration policy and reports on the remuneration arrangements in place for Directors and key executives of the Company.

Section 249L(2) of the Corporations Act requires the Company to inform Shareholders that a Resolution on the Remuneration Report will be put at the Annual General Meeting. Section 250R(2) of the Corporations Act requires a Resolution that the Remuneration Report be adopted must be put to a vote. Resolution 4 seeks this approval.

However, in accordance with section 250R(3) of the Corporations Act, Shareholders should note that Resolution 4 is “advisory only” and does not bind the Directors.

Following consideration of the Remuneration Report, the Chairman, in accordance with section 250SA of the Corporations Act, will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

6

GLOSSARY OF TERMS

In this Explanatory Statement the following terms have the meaning set out below:

Associate Has the meaning set out in sections 11 to 17 of the Corporations
Act.
ASIC Means the Australian Securities and Investments Commission.
ASX ASX Limited (ACN 008 624 691) trading as the Australian
Securities Exchange.
Board The board of directors of the Company.
Company Triangle Energy (Global) Limited (ACN 110 411 428).
Constitution The Company’s constitution.
Corporations Act The Corporations Act 2001 (Commonwealth).
Director An existing director of the Company.
Explanatory Statement Means this explanatory statement accompanying the Notice of
Annual General Meeting.
Listing Rules The Official Listing Rules of ASX as amended from time to time.
Meeting The Annual General Meeting of the Company to be held on
24 November 2011 at 10.00 am (WST).
Notice of Annual General
Meeting
The notice convening the Meeting, which accompanies this
Explanatory Statement.
Resolutions The resolutions set out in the Notice of Annual General Meeting.
Share A fully paid ordinary share in the capital of the Company.
Shareholder The registered holder of a Share.

7

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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PROXY FORM

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TRIANGLE ENERGY (GLOBAL) LIMITED

SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

REGISTERED OFFICE:

ABN: 52 110 411 428

UNIT 7 589 STIRLING HIGHWAY COTTESLOE WA 6011

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Code: TEG Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting).

or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 10.00am (WST) on Thursday, 24 November 2011 at the Royal Freshwater Bay Yacht Club, Keane's Point, Hobb's Place, Peppermint Grove, Western Australia and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

For Against Abstain*

  1. Election of Mr Steven Hamer as a Director

  2. Election of Mr Lewis Johnson as a Director

  3. Approval for the issue of up to 270,000,000 new fully paid ordinary shares

  4. Adoption of the Remuneration Report (Non-binding resolution)

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If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

  • If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If you wish to appoint the Chairperson as your proxy or the Chairperson may be appointed by default and you do not wish to direct the Chairperson how to vote, please mark "X" in the box.

By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of resolution 4 and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. 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 resolution 4 and your votes will not be counted in calculating the required majority if a poll is called on resolution 4. The Chairperson of the Meeting intends to vote undirected proxies in favour of resolution 4.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

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Reference Number:

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4469287954

TEG

1

1

My/Our contact details in case of enquiries are:

NAME

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TELEPHONE NUMBER ( )

NOTES

  1. Name and Address

This is the name and address on the Share Register of TRIANGLE ENERGY (GLOBAL) LIMITED. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of TRIANGLE ENERGY (GLOBAL) LIMITED.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

  • (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

  • (b) Return both forms in the same envelope.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 5.00pm (WST) on Tuesday, 22 November 2011, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email [email protected]

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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4547287951

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TRIANGLE ENERGY (GLOBAL) LIMITED
ACN 110 411 428
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Please complete and return by 5.00 pm (WST) on 21 November 2011

Questions From Shareholders Form

Please complete the following details and return to the Company at PO Box 337 Cottesloe WA 6911 or by fax +61 8 9385 5184 or by email to [email protected]

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Name:_________
Address:
_________
Suburb:________
Telephone:
________
Shareholder Questions (including audit related)
_________
________
________
________
________
________
Signature:
____ Date: _____
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