Notice of AGM
20 10월 2008 - 5:48PM
UK Regulatory
RNS Number : 1921G
Zeehan Zinc Limited
20 October 2008
20 October 2008
ZEEHAN ZINC LIMITED
('Zeehan Zinc' or the 'Company')
Notice of AGM
Report & Accounts
London: 20 October 2008 - Zeehan Zinc, the exploration and development company with assets in Western Tasmania, Australia, has today
despatched to shareholders of the Company its Annual Report & Accounts for the year ended 30 June 2008. The accounts are also available on
the Company's website: www.zeehanzinc.com.
The Company has also today posted notice to shareholders that it will hold its Annual General Meeting relating to the year ending 30
June 2008 at 11am on Friday 14th November 2008. The meeting will be held at the offices of the Company at Level 1/199 Macquarie Street,
Hobart, Tasmania, 7000.
The Agenda for the Annual General Meeting and extracts from the accompanying Explanatory Memorandum are reproduced below. The full
documents are available from the Company's website and contain details of the proposed capital restructure mentioned in the announcements of
17 October 2008.
For further information please visit www.zeehanzinc.com or enquire to:
Zeehan Zinc plc c/o Bankside
Tad Ballantyne Tel: +44 (0)20 7367 8888
Libertas Capital Tel: +44 (0)20 7569 9650
Jakob Kinde, Anthony Rowland
Bankside Consultants Tel: +44 (0)20 7367 8888
Simon Rothschild, Oliver Winters
Agenda for Annual General Meeting to be held on Friday 14th November 2008
Ordinary Business
1. Chairman Welcome and Open Meeting
2. To receive the Minutes of the Annual General Meeting on 23 November 2007
3. Managing Director's Presentation
4. To receive the Financial Reports
To receive and consider the reports of the Directors and the Auditor and the Financial Report of the Company for the year ended 30 June
2008.
5. Election of Directors
To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
a) That, Yuewen Zheng, who was appointed to the board as an additional director pursuant to rule 8.1.4 of the Constitution since the
last annual general meeting, and who retires as a director in accordance with rule 8.1.5.1 of the Constitution, and who is eligible for
election, be elected as a director of the Company.
b) That, Tad Ballantyne, who was appointed to the board as an additional director pursuant to rule 8.1.4 of the Constitution since
the last annual general meeting, and who retires as a director in accordance with rule 8.1.5.1 of the Constitution, and who is eligible for
election, be elected as a director of the Company.
Special Business
6. Issue of shares to Creat Group
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That, for the purposes of section 611 Item 7 of the Corporations Act, and subject to the passing of the resolutions in Items 7 and 8 of
this Notice of Annual General Meeting, approval be given for the Company to issue to Creat Group Limited (and/or its related parties) up to
308.3 million ordinary shares in the capital of the Company on the terms and conditions described in the Explanatory Memorandum accompanying
this Notice of Annual General Meeting, as a result of which the Creat Group and/or its associates will increase their voting power in the
Company from 6.2% to up to 70%.
Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by the Creat Group or any of its associates.
7. Amendment to Rule 17.1.1 of the Constitution (Directors Authority to Allot)
To consider and, if thought fit, pass the following resolution as a special resolution:
That, for the purposes of section 136(2) of the Corporations Act, and subject to the passing of the resolutions in Items 6 and 8 of this
Notice of Annual General Meeting, approval be given for the deletion of rule 17.1.1 of the Constitution in its entirety and its replacement
with the following rule:
The Directors shall not exercise any power to allot Relevant Securities (as defined in rule 17.1.2 below) unless they are, in accordance
with this rule 17, authorised to do so by a resolution of the members in a general meeting, provided that:
17.1.1(a) in the period following the 2008 annual general meeting until the 2009 annual general
meeting, the Directors are hereby authorised to allot without member approval up to 308.3
million Relevant Securities in addition to the outstanding issued share capital of the Company as
at the date of the 2008 annual general meeting, subject to the provisions of Rule 17.2 (Pre-
emption Rights and disapplication); and
17.1.1(b) in the period following the 2009 annual general meeting until the 2010 annual general meeting
(and in between each subsequent annual general meeting thereafter) the Directors are hereby
authorised to allot without member approval up to 15% of the outstanding issued share capital of
the Company as at the date of the relevant general meeting, subject to the provisions of Rule 17.2
(Pre-emption Rights and disapplication).
8. Amendment to Rule 17.2.12 of the Constitution (Pre-emption Rights and disapplication)
To consider and, if thought fit, pass the following resolution as a special resolution:
That, for the purposes of section 136(2) of the Corporations Act, approval be given for the deletion of rule 17.2.12 of the Constitution
in its entirety and its replacement with the following rule:
Notwithstanding Rule 17.2 above:
17.2.12 (a) in the period following the 2008 annual general meeting until the 2009 annual general
meeting, the Directors are hereby authorised to allot up to 308.3 million Equity Securities in
addition to the outstanding issued share capital of the Company as at the date of the 2008
annual general meeting (the Disapplication Limit); and
17.2.12 (b) in the period from the 2009 annual general meeting to the 2010 annual general meeting (and
in between each subsequent annual general meeting thereafter) the Disapplication Limit shall
be 15% of the outstanding number of shares at the date of the relevant annual general meeting.
9. Meeting Close
AGM Items - Explanatory Memorandum
This Explanatory Memorandum provides information in relation to the Special Business of the 2008 Annual General Meeting.
On 7 October 2008, and in the context of the Company's current urgent need for funding to satisfy its current and long term liabilities,
the Creat Group (which includes its related parties for the purposes of this memorandum), an existing shareholder of the Company, provided
the independent Directors with a proposal to subscribe for a total of 308.3 million additional shares at approximately 1 pence per share
(being current market price) to raise approximately A$7,200,000 with the intention to fund the Company's operations and allow the Company to
progress with its operations.
The independent Directors of the Board have accepted the Creat Group's proposal, subject to member approval, based on the current market
conditions, the costs of operations to date and the resources required to continue with the Company's exploration program.
The independent Directors consider that if member approval is not received, the Company may risk going into liquidation given the lack
of availability of other sources of funds. The independent Directors consider it is in the best interests of the members not associated with
the Creat Group to approve this transaction.
Agenda Item 6
Under section 606(1) of the Corporations Act, the prima facie position is that the Company is prohibited from issuing ordinary shares to
the Creat Group unless it first obtains approval from disinterested shareholders under item 7 of section 611, as the issue of such shares to
the Creat Group would increase the Creat Group's voting power in the Company above 20%.
The following information is provided to you in accordance with the obligations of the Company under the Corporations Act to provide you
with material information to enable you to make an informed decision in relation to the resolution in Item 6 (and the special business more
generally).
1. Terms of Proposal
The independent Directors will finalise a Share Subscription Agreement consistent with this Proposal prior to the Annual General
Meeting.
2. Details of Creat Group
As at the date of this Explanatory Memorandum, the Creat Group:
* has voting power of 6.2% of the Company through its holding of 9 million shares; and
* holds a total of GBP2,137,500 converting notes, being notes issued to it on 22 February 2008.
3. Voting Power of Creat Group after Issue
Following the issue of the 308.3 million ordinary shares to the Creat Group, the Creat Group's voting power would be increased from 6.2%
to 70%. This assumes that the converting notes held by the Creat Group are not converted and that no further shares have been issued by the
Company.
This proposal, if implemented, will significantly dilute existing shareholder's interests in the Company from 93.8% to 30%. This also
assumes that the converting notes held by the Creat Group are not converted and that no further shares have been issued by the Company.
In addition, in the event that the Creat Group's voting power was increased to 70%:
* the Creat Group would, on its own, be able to pass ordinary resolutions put to shareholders, such as the composition of the
Company's Board of Directors; and
* it may deter the making of a takeover bid for the Company as the Creat Group would hold a large substantial stake in the Company.
The Creat Group fully owns two subsidiaries Kingwealth Finance Limited and Marvel Link Group Limited and has advised the Company it has
no associates.
4. The Creat Group's intentions regarding the future of the Company
The Creat Group intends to support the appointment of Mr Philip Simpson to the position of Appointed Director after the Annual General
Meeting. Mr Simpson is resident in Hobart and has several years of experience in managing and running public companies both in and outside
the resources industry. The Creat Group has not advised the Company of any intention to appoint additional Board members or remove current
Board members. The Creat Group has advised it intends on keeping all current staff and contractors to the extent they are consistent with
the progress of the operations of the Company.
5. Intended Use of Funds
The Company intends to utilise the A$7.2 million subscription monies to be paid by the Creat Group in the following manner:
* Around $A4,000,000 to fund its exploration plan and budget focussing on nickel; and
* The remaining amounts to meet its ongoing overhead and administrative liabilities.
6. Consequences if the issue does not proceed
In the event that the Creat Group proposal is not implemented, and the Company is unable to secure further capital, the Board will need
to assess the ability of the Company to meet its financial obligations, in light of the fact that the Company may risk going into
liquidation without the injection of further capital.
In such circumstances, it is unlikely that the Company would be in a position to continue with its stated exploration program.
7. Recommendation of Directors
Each of the Directors independent of the Creat Group (being Mr Tad Ballantyne and Stephen Powell recommend that the Company's members
vote in favour of the resolution in Item 6 (and Items 7 and 8 given their independence). Given the immediate need for present and future
funding in order to avoid liquidation, they are of the view that the advantages of the proposal outweigh the disadvantages.
The directors associated with the Creat Group did not participate in the Board discussion regarding, or vote, on the proposal.
In making their recommendation, the Directors independent of the Creat Group advise members to read this Explanatory Memorandum in full
and if they require clarification of any matter contained herein, to seek their own professional advice.
The Directors note that, due to the exceptional circumstances facing the Company, they have not appointed an Independent Expert to
examine the proposed issue of shares from the perspective of the non-associated shareholders of the Company. In addition, due to their
insufficient expertise, they have not included a detailed examination of the proposal themselves. The Company will inform the ASIC of the
non-provision of these reports.
Agenda Item 7
Rule 17.2.1 of the Constitution restricts the Board's ability to issue shares in the Company, save for a general authority to issue up
to 1/3 of the outstanding issued share capital of the Company in the periods between each AGM. This annual 1/3 limitation is consistent
with the level recommended by corporate governance guidelines observed by AIM companies and is generally subject to pre-emption rights where
any proposed issue of new shares or securities convertible into shares is made for cash consideration. To provide for the issue of shares
to the Creat Group as referred to above, the independent Directors propose to amend the Constitution to extend its authority to enable the
Board to issue 308.3 million additional shares after the 2008 AGM and before the 2009 AGM, with the authority to issue the customary 1/3 of
issued share capital on an annual basis thereafter. The Board is aware that the limit sought generally exceeds customary AIM limits, however
considers that the current market situation and urgency of the funding requirements reasonably warrant an exception. The independent Directors recommend that members vote in favour of
this resolution for the reasons stated above and the reasons outlined in the document attached and marked Annexure 1.
Agenda Item 8
Rule 17.2.12 of the Constitution provides that pre-emption rights on any proposed issue of shares or securities convertible into shares
for cash could be disapplied by the Board for the issue of up to 15% of the outstanding issued share capital of the Company on an annual
basis from the 2008 AGM thereafter. In order to access required funding flowing from the issue of shares to the Creat Group as referred to
above without delay, the independent Directors recommend that members resolve to amend the Constitution so that the pre-emption rights do
not apply to the proposed transaction. The pre-emption rights currently expressed in the Constitution, which are triggered when the Company
issues more than 15% of its issued share capital in any year, would continue to apply from the 2009 AGM thereafter. The independent
Directors recommend that members vote in favour of this resolution.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAFKKKNFBDKAKB
Zeehan Zinc (LSE:ZZL)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Zeehan Zinc (LSE:ZZL)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
