(c)
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Resolution 3 Approval of Increased Placement Capacity.
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Board Recommendation
The Company desires to
maintain flexibility to respond promptly to maximise opportunities afforded by capital markets, and to do this the Company again seeks approval from shareholders for increased placement capacity. The most likely use of this increased capacity would
be to take advantage of an opportunity to raise additional funds to apply to the progression of our lead candidates, GDC 0084 and Cantrixil, through clinical trials.
Approval has been sought and granted in the 2017, 2016 and 2015 Annual General Meetings, although not utilised (i.e. no Equity Securities have been issued
under Listing Rule 7.1A in the twelve-month period preceding this Meeting).
The Directors believe that Resolution 3 is in the best interests of the
Company and unanimously recommend that Shareholders vote in favour of this Resolution 3. The Chairman intends to exercise all undirected proxies in favour of Resolution 3.
Background to the Resolution
ASX Listing Rule
7.1A enables eligible entities, after obtaining shareholder approval at an annual general meeting, to issue equity securities up to 10% of its issued share capital on issue
12-months
before the date of issue
or agreement to issue, through placements over a
12-month
period after the annual general meeting (
10% Placement Facility
). The 10% Placement Facility is in addition to the Companys 15% placement
capacity under Listing Rule 7.1. This Resolution 3 seeks approval to allow the Board the flexibility to issue additional equity securities if it so decided. The Board may decide not to issue any equity securities pursuant to ASX Listing
Rule 7.1A.
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market
capitalisation of $300 million or less. The Company is an eligible entity.
The Company is now seeking shareholder approval by way of a special
resolution to have the ability to issue equity securities under the 10% Placement Facility. The exact number of equity securities that may be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in
Listing Rule 7.1A.2.
Description of Listing Rule 7.1A
Any equity securities issued under the 10% Placement Facility (
Placement Securities
) must be in the same class as an existing quoted class of equity
securities of the Company. The Company, as at the date of the Notice, has on issue three classes of equity securities, being ordinary shares (
Shares
), listed options and unlisted options.
Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by
proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).
Listing Rule 7.1A.2 provides that eligible entities which
have obtained Shareholder approval at an annual general meeting may issue or agree to issue, during the
12-month
period after the date of the annual general meeting, a number of Placement Securities calculated
in accordance with the following formula:
Additional Capacity = (A x D) E
where:
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A
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is the number of fully paid ordinary securities on issue 12 months before the date of issue or agreement to
issue:
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