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VINYL GROUP LTD — Proxy Solicitation & Information Statement 2011
Apr 11, 2011
66014_rns_2011-04-11_550231b2-77dc-46f8-bfd2-38b935ea263a.pdf
Proxy Solicitation & Information Statement
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For immediate release
ASX CODE: MBO
Date: 11 April 2011
NOTICE OF MEETING
Attached is a notice of meeting for a general meeting of shareholders of Mobilarm Limited.
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Further details:
Lindsay Lyon Lorraine Hammacott Chief Executive Officer Communications Manager Email [email protected] Email [email protected] Tel. +61 (0)409 531 738 Tel. +61 (0)8 9315 3511 www.mobilarm.com www.mobilarm.com
About Mobilarm Ltd:
Headquartered in Perth, Western Australia, Mobilarm (ASX: MBO) is one of the world’s leading brands in the rapidly growing man overboard product category. The Company’s marine safety equipment solutions remove risk from the workplace in the offshore oil and gas, defence and commercial marine industries, where regulatory compliance, Occupational Health & Safety and Director’s Liability are the major drivers for improved employee safety and Duty of Care.
Mobilarm owns patent pending technology that protects and saves lives in the marine workplace and enables every maritime vessel to become a marine Search and Rescue asset.
The Company’s Australian-designed emergency locator beacons and crew monitoring alarm systems for use aboard vessels and other marine facilities generate automatic and immediate alerts in emergencies involving personnel, integrate with GPS and onboard navigation systems and provide in-water tracking of man overboard casualties in the water.
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Mobilarm has received enviable recognition for its products and design, winning two Seatrade awards for Safety, two Australian Design Awards and the Western Australia Worksafe Award.
Interviews with the CEO and further company information are available from the Mobilarm website: www.mobilarm.com/page/media_centre.html.
MOBILARM PRESS RELEASE
2
MOBILARM LIMITED
ABN 15 106 513 580
NOTICE OF GENERAL MEETING
PROXY FORM
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AND
EXPLANATORY STATEMENT
Date of Meeting
Tuesday 3 May 2011
Time of Meeting
2.00pm( WST)
Place of Meeting
The University Club of Western Australia 35 Stirling Hwy Crawley, Western Australia.
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MOBILARM LIMITED ABN 15 106 513 580
NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting of the Shareholders of Mobilarm Limited will be held at 2.00 pm (WST) on Tuesday 3 May 2011 at The University Club of Western Australia, 35 Stirling Hwy, Crawley, Western Australia.
In order to determine voting entitlements, the register of Shareholders will be closed at 2.00 pm on 1 May 2011.
An Explanatory Statement containing information in relation to each of the resolutions to be put to the meeting accompanies this Notice.
AGENDA
To consider and, if thought fit, to pass the following resolutions.
ORDINARY RESOLUTION 1: Ratification of Issue of Shares
To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the Company ratifies the allotment and issue of 9,000,000 fully paid ordinary shares on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.”
Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by any persons who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the proxy form or 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.
ORDINARY RESOLUTION 2: Ratification of Issue of Shares
To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the Company ratifies the allotment and issue of 2,254,363 fully paid ordinary shares on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.”
Voting Exclusion: The Company will disregard any votes cast on Resolution 2 by any persons who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the proxy form or 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.
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ORDINARY RESOLUTION 3: Issue of Options to Underwriter
To consider and , if thought fit, to pass as an ordinary resolution:
“ That, for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, the Company approves the allotment and issue of up to 15,000,000 options to the underwriter of the Company’s Entitlements Issue, on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.”
Voting Exclusion: The Company will disregard any votes cast on Resolution 3 by any persons who may participate in the issue and any associates of those persons. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the proxy form or 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.
ORDINARY RESOLUTION 4: Issue of Shares to Acquire MRT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“ That, for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, approval is given to issue up to 20,139,545 fully paid ordinary shares to the sellers of MRT, on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.”
Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by any persons who may participate in the issue and any associates of those persons. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the proxy form or 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.
The Chairman to close the meeting.
By Order of the Board
D M McARTHUR
Company Secretary
Dated: 30 March 2011.
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MOBILARM LIMITED
ABN 15 106 513 580
EXPLANATORY STATEMENT
This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice of General Meeting (“ Notice ”) of the Company.
The Directors of the Company (“ Directors ”) recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.
ORDINARY RESOLUTION 1: Ratification of Issue of Shares
Resolution 1 seeks Shareholder ratification for the purposes of Listing Rule 7.4 for an issue of 9,000,000 fully paid ordinary shares that your Directors made to raise $ 450,000 in working capital.
As announced to ASX on 28 March 2011, the Company issued 9,000,000 fully paid ordinary shares at 5 cents each to raise $450,000 in working capital. The Shares were issued to sophisticated investors and other investors exempt from the requirement to be provided with a disclosure document, pursuant to S 708 of the Corporation Act none of whom are related parties of the Company.
ASX Listing Rule 7.1 provides that a company must not, subject to specified 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 in the same class on issue at the commencement of that 12 month period. An exemption to ASX Listing Rule 7.1 is where the issue has the prior approval of shareholders in a general meeting.
Listing Rule 7.4 provides an issue made within the 15% limit will be treated as having been made with the approval of shareholders under Listing Rule 7.1 if subsequently approved by shareholders, thereby ‘refreshing’ the company’s ability to issue shares within the 15% limit, and restoring the company’s ability to make placements within that limit (if that is thought desirable) without the need for shareholder approval.
While the Shares described in this Resolution 1 have been issued within the 15% limit, the Company seeks Shareholder ratification of the issue of those Shares for the purpose of Listing Rule 7.4 so that the Company’s ability to issue securities will be refreshed and it will have the flexibility to issue further securities should the need or opportunity arise.
In accordance with the requirements of Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the ratification of the issue of the Shares the subject of this Resolution 1:
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(a) the number of Shares issued and allotted by the Company was 9,000,000;
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(b) the Shares were issued for 5 cents each;
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(c) the Shares rank pari passu with the Company’s existing Shares;
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(d) the Shares were issued to sophisticated investors and other investors exempt from the requirement to be provided with a disclosure document, none of whom are related parties of the Company;
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(e) the funds will be used for working capital;
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(f) a voting exclusion statement has been included.
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ORDINARY RESOLUTION 2: Ratification of Issue of Shares
Resolution 2 seeks Shareholder ratification for the purpose of Listing Rule 7.4 for an issue of 2,254,363 fully paid ordinary shares, such shares issued to satisfy $112,718.15 in financial obligations by the Company.
ASX Listing Rule 7.1 provides that a company must not, subject to specified 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 in the same class on issue at the commencement of that 12 month period. An exemption to ASX Listing Rule 7.1 is where the issue has the prior approval of shareholders in a general meeting.
Listing Rule 7.4 provides an issue made within the 15% limit will be treated as having been made with the approval of shareholders under Listing Rule 7.1 if subsequently approved by shareholders, thereby ‘refreshing’ the company’s ability to issue shares within the 15% limit, and restoring the company’s ability to make placements within that limit (if that is thought desirable) without the need for shareholder approval.
While the Shares described in this Resolution 2 have been issued within the 15% limit, the Company seeks Shareholder ratification of the issue of those Shares for the purpose of Listing Rule 7.4 so that the Company’s ability to issue securities will be refreshed and it will have the flexibility to issue further securities should the need or opportunity arise.
In accordance with the requirements of Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the ratification of the issue of the Shares the subject of this Resolution 2:
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(a) the number of Shares issued and allotted by the Company was 2,254,363;
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(b) the Shares were issued for 5 cents each;
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(c) the Shares rank pari passu with the Company’s existing Shares;
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(d) the Shares were issued to satisfy financial obligations of the Company;;
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(e) a voting exclusion statement has been provided.
ORDINARY RESOLUTION 3: Approval of Issue of Options to Underwriters
Resolution 3 seeks Shareholder approval for an issue of 15,000,000 options to the underwriter of the Company’s Entitlements Issue as announced to the market on 16 March 2011. The options have an exercise price of:
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(a) 10 cents if exercised within 12 months after the date of issue; (b) 15 cents if exercised between 12 to 24 months after the date of issue;
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(c) 20 cents if exercised between 24 to 36 months after the date of issue,
and expire after 3 years from the date of issue.
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Summary of Underwriting Agreement
The Company has entered into an Underwriting Agreement with Dutch Ink (2010) Pty Ltd ABN 73 145 338 825 (“ Dutch Ink ”) pursuant to which Dutch Ink has agreed to underwrite the Entitlements Issue on the following material terms and conditions:
Dutch Ink will subscribe for so much of the shortfall under the Entitlements Issue so that the relevant interest of Dutch Ink does not exceed 19.99% of the Company at the close of the Entitlements Issue. As at the date of this notice, the relevant interest of Dutch Ink is 1.82%. On this basis the Board estimates that the maximum amount which can be underwritten by Dutch Ink is $ 2,131,255, being 42,625,101 Shares available under the Entitlements Issue. This means that the Entitlements Issue is not fully underwritten. The Board of Directors is however confident that there is sufficient support from existing shareholders in relation to the Entitlements Issue such that the Company will raise all of the funds required from existing shareholders and through the Underwriting Agreement with Dutch Ink.
Dutch Ink must subscribe for the shortfall within 15 business days of being notified of the shortfall by the Company. Upon issuing the Shares to Dutch Ink, the Company must pay an underwriting fee equal to 6% of the total funds raised under the Entitlements Issue (being a fee of $ 192,878) In addition the Company must also issue 15,000,000 options to Dutch Ink for which shareholder approval is being sought pursuant to Resolution 3. The underwriting fees are exclusive of GST.
In entering into the Agreement, the Company and Dutch Ink have provided customary representations and warranties regarding authority and capacity to enter into the agreement. In addition, the Company has represented and warranted to Dutch Ink that it is in compliance with all applicable legal obligations (including ASX Listing Rules), its constitution and all agreements to which it is a party and that it will proceed with the Entitlements Issue in accordance with all applicable laws and conduct the Entitlements Issue in accordance with the timetable specified in the Entitlements Issue offer documentation. Further, all information provided by the Company to Dutch Ink is materially true and correct, that is not subject to any act of insolvency and that the Company has not agreed to undertake any corporate reconstruction or acquisition (other than the MRT acquisition as disclosed).
The Company must conduct the Entitlements Issue in accordance with all applicable laws (including all ASX Listing Rule requirements). The Company has agreed not to issue any securities of the Company (including options) except as contemplated by the Entitlements Issue, pursuant to the exercise of outstanding options or in consideration for the acquisition of a similar business to that of the Company. Without the prior consent of Dutch Ink, within 6 months after the date of the Underwriting Agreement, the Company must not alter its capital structure or its constitution, dispose of any material business or property, or charge any material or business or property of the Company other than in the ordinary course of business.
The Underwriter may terminate the Underwriting Agreement if the Company breaches any representation or warranty or any other term of the Underwriting Agreement, does not comply with all applicable legal requirements (including Listing Rules and agreements) or the Underwriter reasonably forms the view that there is a material omission or misleading and deceptive statement in the Entitlements Issue offer documentation. In addition, Dutch Ink may terminate the Underwriting Agreement if:
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ASX does not give approval for quotation of the shares to be issued under the Entitlements Issue, or that approval is withdrawn;
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a director of the Company is charged with an indictable offence;
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the Company materially alters its capital structure or constitution without the prior consent of Dutch Ink (other than as described in the Entitlements Issue documentation), including a material change in the shareholding of the top 3 shareholders of the Company (including all of their relevant interests);
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a material change occurs in the Company’s operations which includes material changes to the Company’s financial accounts, board of directors or Company’s focus;
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the ASX all ordinaries index closes below 4,500 points;
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any adverse change occurs which materially impacts or is likely to impact the assets operation or financial position of the Company;
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any person is appointed under any legislation in respect of companies to investigate the affairs of the Company;
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the Company commits an act of insolvency or suspends payments of debts or undertakes any corporate reconstruction;
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a judgement exceeding $50,000 is obtained against the Company and is not satisfied within 7 days.
ASX Listing Rule 7.1 provides that a company must not, subject to specified 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 in the same class on issue at the commencement of that 12 month period. An exemption to ASX Listing Rule 7.1 is where the issue has the prior approval of shareholders in a general meeting.
As the issue of the options would exceed 15% of the Company’s shares on issue, approval to issue the options is sought pursuant to Listing Rule 7.1.
In accordance with the requirements of Listing Rule 7.3, the following information is provided to Shareholders to allow them to assess the approval of the issue of the Options the subject of this Resolution 3:
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The maximum number of options to be issued is 15,000,000;
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The options will be issued to Dutch Ink (2010) Pty Ltd ACN 145 338 825;
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The Company will issue the options no more than 3 months after the date of the General Meeting;
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The options will be issued for no monetary consideration. However, the Company has agreed to issue the options in part satisfaction of the underwriting fees due to Dutch Ink in agreeing to underwrite the Company’s Entitlement Issue;
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The terms of the options are set out in Appendix 1;
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Any Funds raised from the exercise of the options will be used for working capital;
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A voting exclusion statement is included.
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ORDINARY RESOLUTION 4: Issue of Shares to Acquire MRT
On 28 February 2011 the Company advised that it had entered into a share purchase agreement (subject to due diligence) (SPA) to acquire the issued capital of Marine Rescue Technologies Ltd (MRT). Details of the acquisition are contained in the announcement.
Part consideration for the acquisition is to comprise the issue of Company Shares on a deferred basis. The number of Shares that may be issued will be dependant upon the earnings of MRT for the 2012 and 2013 financial years meeting minimum targets. The maximum number of Shares that can be issued will be 1.5 times MRT’s average EBITDA for the financial years 2008 – 2011 (inclusive) divided by the average weighted share price for the 5 trading days prior to the date of the Company’s completion of the purchase of MRT, expected to occur in mid May 2011.
MRT’s financial year finishes on 30 April. Following 30 April 2011, MRT’s accounts will be audited and the average of MRT’s EBITDA for the 4 years 2008 to 2011 will be determined. The Company will then calculate the maximum number of Shares that can be issued to the MRT sellers under the SPA.
Having established the maximum number of Shares that can be issued, the actual number of Shares that may be issued is dependent on MRT’s gross revenue for the 2012 and 2013 financial years. 75% of the maximum number will be issued to the sellers if MRT achieves gross revenue of GBP1.6 million in its 2012 financial year. 25% of the maximum number will be issued to the sellers if MRT achieves gross revenue of GBP2.0 million in its 2013 financial year. If the stated level of gross revenue is not met in either year then the number of Shares to be issued for that year will be reduced on a pro rata basis. If in one year, the gross revenue exceeds the stated level but in the other year, gross revenue is less than the stated level, the excess in the one year can be applied against the shortfall in the other year. However, in no case can the number of Shares to be issued as deferred consideration exceed the maximum calculated as stated above. The Shares to be issued for the 2012 and 2013 financial years would be issued to the MRT sellers promptly after the audit of MRT’s accounts for those years respectively, assuming gross revenue targets are met.
Because this meeting will be held prior to the end of MRT’s 2011 financial year, the exact maximum amount of Shares that may be issued to the MRT sellers cannot yet be calculated. Resolution 4 seeks shareholder approval for a maximum amount of Shares to be issued of 20,139,545, which reflects the maximum that the Company believes could be issued if MRT has an exceptional 2011 financial performance. The minimum number of shares to be issued is expected to be 9,946,595. Based on MRT’s trading for the current financial year to the date of this notice, the Company believes that the maximum number of Shares that can be issued will be more likely to be in the order of 13,641,318 Shares. If further Shares in addition to the maximum to be approved under resolution 4 are to be issued as deferred consideration under the SPA, shareholder approval will be sought at a later date if required. The maximum and minimum number of share to be issued have been calculated based on the following assumptions:
| Minimum | Maximum | |
|---|---|---|
| Average adjusted EBITDA | GBP 390,750 | GBP 394,225 |
| Multiple | 5 | 5 |
| Exchange rate (AUD/GBP) 0.6308 |
0.55 | |
| Conversion price | GBP 0.085 |
GBP 0.05 |
| Cash portion | AUD 1,244,425 | AUD 1,292,288 |
| Shares to be issued | 9,946,595 | 20,139,545 |
The Company will keep the market informed of the actual number of Shares that are issued to the MRT sellers pursuant to the SPA.
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The Company has obtained a waiver from ASX to permit the Shares to be issued more than 3 months after the date of the meeting.
The Company is seeking shareholder approval pursuant to Listing Rule 7.1 of the ASX Listing Rules to issue up to a maximum of 20,139,545 Shares to be issued to the MRT sellers pursuant to the SPA.
For the purpose of ASX Listing Rule 7.3, the following information is provided:
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(a) the maximum number of shares to be issued is 20,139,545.
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(b) the Shares will be issued at a price equal to the volume weighted average price of Shares for the 5 trading days prior to the date of completion of the MRT purchase.
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(c) the Shares to be issued will rank equally in all respects with the existing Shares on issue in the Company.
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(d) the recipients of the Shares will be the three current shareholders of MRT.
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(e) there will be no funds raised from the issue of Shares as the issue is being undertaken as part payment of the purchase price for the acquisition of MRT.
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(f) up to 75% of the maximum number of Shares will be issued no later than 30 June 2012.
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(g) up to 25% of the maximum number of Shares will be issued no later than 30 June 2013.
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(h) a voting exclusion statement is included.
PROXIES
A Shareholder wishing to vote on the resolutions contained in this Notice should either attend in person or appoint a proxy or proxies to attend or vote on its behalf. A proxy form is included with this Notice. The proxy or proxies do not need to be a shareholder of the Company. A Shareholder that is a body corporate may appoint a representative to attend in accordance with the Corporations Act 2001 (Cth).
A Shareholder entitled to attend and to cast two or more votes is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholders' voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes able to be cast by the appointing Shareholder.
The proxy form (and any power of attorney under which it is signed) must be received at the address specified in the proxy form not later than 10.00 am on 1 May 2011 (being 48 hours before the commencement of the meeting). Any proxy forms received after that time will not be valid for the meeting.
ENQUIRIES
Shareholders are requested to contact the Company Secretary on (+61 8) 94233200 if they have any queries in respect of the matters set out in these documents.
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MOBILARM LIMITED ABN 15 106 513 580
GLOSSARY
ASX means Australian Securities Exchange.
ASX Listing Rules or Listing Rules means the Listing Rules of Australian Securities Exchange.
Board means the Board of Directors of the Company.
Company or Mobilarm means Mobilarm Limited ABN 15 106 513 580
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Entitlement Issue means the pro rata non-renounceable entitlement issue of one (1) Share for every (2.55) two point five five shares.
Existing Shareholders means all Shareholders on the register of members of the Company immediately prior at the Snapshot date.
Explanatory Statement means this Explanatory Statement.
General Meeting or Meeting means the meeting of Shareholders convened by the Notice.
Notice or Notice of Meeting means the notice of meeting accompanying this Explanatory Memorandum.
Option means an option to acquire a share.
Option Exercise Price means the exercise price of an Option.
Resolutions means the resolutions contained in the Notice which Shareholders will vote upon.
Security Holder means a holder of a Share or an Option.
Shareholder means a holder of a Share.
Share means a fully paid ordinary Share in the capital of the Company.
WST means Western Standard Time.
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MOBILARM LIMITED ABN 15 106 513 580
APPENDIX 1
The material terms and conditions of the Options referred to in Resolution 3 are as follows:
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(i) The exercise price of each Option (“Exercise Price” ) is:
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a. 10 cents if exercised within 12 months after the date of issue;
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b. 15 cents if exercised between 12 to 24 months after the date of issue;
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c. 20 cents if exercised between 24 to 36 months after the date of issue.
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(ii) The Options are exercisable at any time on or before the date which is 3 years after the date on which the Options are issued (“Expiry Date”).
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(iii) Each Option exercised will entitle the holder to one Share in the capital of the Company upon payment of the Exercise Price. Subject to any ASX restrictions, the Options are freely transferable but will not be quoted on ASX.
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(iv) The notice attached to the certificate has to be completed when exercising the Options (“Notice of Exercise”). The Company will issue a fresh statement for the balance of any Options held but not yet exercised.
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(v) Options may be exercised by the holder completing and forwarding to the Company a Notice of Exercise and payment of the Exercise Price for each Option being exercised prior to the Expiry Date.
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(vi) All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then existing Shares.
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(vii) Shares allotted and issued pursuant to the exercise of Options will be allotted and issued not more than 14 business days after the receipt of a properly executed Notice of Exercise and payment for the Exercise Price of each Option being exercised. The Company will apply for official quotation on ASX of Shares issued pursuant to the exercise of Options within 10 business days of the date of allotment.
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(viii) The holder of Options cannot participate in new issues of securities to holders of Shares unless the Options have been exercised and the Shares have been allotted and registered in respected of the Options before the record date for determining entitlements to the issue. The Company must give notice to the holder of the Options of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules. Options can only be exercised in accordance with these terms and conditions.
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(ix) If the Company makes an issue of Shares to holders of Shares by way of capitalisation of profits or reserves (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares have been allotted and registered in respect of the exercise of Options before the record date for determining entitlements to the bonus issue, then the number of Shares or other securities for which the holder of the Options is entitled to subscribe on exercise of the Options is increased by the number of Shares or other securities that the holder of the Options would have received if the Options had been exercised before the record date for the bonus issue. No change will be made to the Exercise Price.
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(x) If at any time the issued capital of the Company is reconstructed before expiry of the Options, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
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(xi) Except as stated above, an Option does not confer the right to a change in Exercise Price, or a change to the number of underlying Securities over which it can be exercised.
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(xii) If any of these terms are inconsistent with ASX Listing Rules, these terms will be amended to the extent necessary to remove such inconsistency.
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PROXY FORM
APPOINTMENT OF PROXY MOBILARM LIMITED ABN 15 106 513 580
GENERAL MEETING
I/We
of
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being a member of Mobilarm Limited entitled to attend and vote at the General Meeting, hereby
Appoint
Name of proxy OR the Chair of the Annual General Meeting as your proxy
or failing the person so named or, if no person is named, the Chair of the Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at The University Club of Western Australia, 35 Stirling Hwy, Crawley, Western Australia on Tuesday 3 May 2011 at 2.00pm (WST), and at any adjournment thereof.
By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 4 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 4 other than as 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 Resolutions 1 to 4 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 4.
Voting on Business of the Annual General Meeting
FOR AGAINST ABSTAIN
Resolution 1 – Ratification of Issue of Shares Resolution 2- Ratification of Issue of Shares Resolution 3 – Issue of Options to Underwriters Resolution 4 – Issue of Shares to acquire MRT
Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution 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 _______%.
Signed this day of 2011
By:
Individuals and joint holders
Companies (affix common seal if appropriate)
Signature Signature
Director Director/Company Secretary
Signature
Sole Director and Sole Company Secretary
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Mobilarm LIMITED
ABN 15 106 513 580
Instructions for Completing ‘Appointment of Proxy’ Form
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( Appointing a Proxy ): A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.
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( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.
( Signing Instructions ):
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( Individual ): Where the holding is in one name, the member must sign.
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( Joint Holding ): Where the holding is in more than one name, all of the members must sign.
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( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
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( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.
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( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.
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( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
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(a) post to Mobilarm Limited, 768 canning Hwy, Applecross, Western Australia, 6153; or
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(b) facsimile to the Company on facsimile number +61 8 93153611
so that it is received not later than 2.00p m (WST) on 1 May 2011.
Proxy forms received later than this time will be invalid.
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