TIDMEMH
RNS Number : 9945V
European Metals Holdings Limited
09 November 2017
EUROPEAN METALS HOLDINGS LIMITED
ARBN 154 618 989
NOTICE OF ANNUAL GENERAL MEETING
DATE: Thursday, 30 November 2017
TIME: 11:00am WST
PLACE: Suite 12, Level 1
11 Ventnor Avenue
WEST PERTH WA 6005
A copy of the European Metals Holdings Limited 2017 Annual
Report can be found at:
www.europeanmet.com
This Notice of Annual General Meeting should
be read in its entirety. If Shareholders are
in doubt as to how they should vote, they should
seek advice from their professional advisers
prior to voting.
Should you wish to discuss the matters in this
Notice of Annual General Meeting please do not
hesitate to contact the Company Secretary on
+61 8 6141 3500.
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important information
TIME AND PLACE OF MEETING
Notice is given that the Annual General Meeting of the
Shareholders, to which this Notice of Annual General Meeting
relates, will be held at 11:00am WST on Thursday, 30 November 2017
at Suite 12, Level 1, 11 Ventnor Avenue, West Perth WA 6005.
SHAREHOLDER ATTANCE, VOTING AND PROXY APPOINTMENT
The Directors have determined pursuant to Regulation 7.4 of the
Articles of Association that the persons eligible to vote at the
Meeting are those who are registered Shareholders at 4:00pm WST on
28 November 2017.
If you are a Shareholder, to vote in person, attend the Meeting
at the time, date and place set out above.
If you are a Shareholder, to vote by proxy, please complete and
sign the enclosed Proxy Form and return by one of the methods and
by the deadline set out on the Proxy Form.
Proxy Forms received later than the specified time will be
invalid.
CDI HOLDERS ATTANCE, VOTING AND PROXY APPOINTMENT
CDIs, representing beneficial interests in the Shares, have been
issued to allow trading on the electronic transfer and settlement
system operated by the ASX as the laws of the British Virgin
Islands, the place of incorporation of the Company, do not
recognise electronic transfer of legal title to Shares.
A CDI holder is not a Shareholder and, under the laws of the
British Virgin Islands, is not entitled to attend the Meeting
unless as a proxy.
Each CDI holder registered at 4:00pm WST on 28 November 2017 has
the right to:
(a) direct CHESS Depositary Nominees Pty Ltd (CDN), the legal
holder of the Shares to which the CDIs relate, how to vote the
underlying Shares in respect of their CDIs in respect of the
business of the Meeting; or
(b) instruct CDN to appoint the CDI holder or a person nominated
by the CDI holder the CDI holder's proxy for the purposes of
attending and voting at the Meeting.
If you are a CDI holder and you wish to direct or instruct CDN
in the manner contemplated above, please read, complete and sign
the enclosed CDI Voting Instruction Form and return by one of the
methods and by the deadline set out on the CDI Voting Instruction
Form.
CDI Voting Instruction Forms received later than the specified
time will be invalid.
DI HOLDERS ATTANCE, VOTING AND PROXY APPOINTMENT
DIs, representing beneficial interests in the Shares, have been
issued as the laws of the British Virgin Islands, the place of
incorporation of the Company, do not recognise electronic transfer
of legal title to Shares and securities of foreign issuers cannot
be directly registered, transferred or settled through CREST (which
is the electronic settlement system in the UK). DI Holders are
invited to attend the Meeting but are not entitled to vote at the
Meeting.
FORM OF INSTRUCTION
In order to have votes cast at the Meeting on their behalf, DI
holders must complete, sign and return the Forms of Instruction
forwarded to them along with the Notice to the Company's agent,
Computershare UK, 27 November 2017 at 4.30pm (GMT).
CREST MEMBERS
DI Holders in CREST may transmit voting instructions by
utilising the CREST voting service in accordance with the
procedures described in the CREST Manual. CREST personal members or
other CREST sponsored members, and those CREST members who have
appointed a voting service provider, should refer to their CREST
sponsor or voting service provider, who will be able to take
appropriate action on their behalf.
In order for instructions made using the CREST voting service to
be valid, the appropriate CREST message (a "CREST Voting
Instruction") must be properly authenticated in accordance with
Euroclear's specifications and must contain the information
required for such instructions, as described in the CREST Manual
(available via www.euroclear.com/CREST).
To be effective, the CREST Voting Instruction must be
transmitted so as to be received by the Company's agent (3RA50) no
later than 27 November 2017 at 4.30pm (GMT). For this purpose, the
time of receipt will be taken to be the time (as determined by the
timestamp applied to the CREST Voting Instruction by the CREST
applications host) from which the Company's agent is able to
retrieve the CREST Voting Instruction by enquiry to CREST in the
manner prescribed by CREST. DI Holders in CREST and, where
applicable, their CREST sponsors or voting service providers should
note that Euroclear does not make available special procedures in
CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the transmission of
CREST Voting Instructions. It is the responsibility of the DI
Holder concerned to take (or, if the DI Holder is a CREST personal
member or sponsored member or has appointed a voting service
provider, to procure that the CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure that a
CREST Voting Instruction is transmitted by means of the CREST
voting service by any particular time.
In this connection, DI Holders and, where applicable, their
CREST sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
ASX
A final copy of this Notice of Annual General Meeting and
Explanatory Statement has been lodged with the ASX. ASX, nor any of
their respective officers, takes any responsibility for the
contents of this document.
business of the meeting
AGA
1. Resolution 1 - ELECTION OF director - mr richard pavlik
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Article 8.1 of the Company's
Memorandum and Articles of Association, ASX Listing Rule 14.4 and
for all other purposes, Mr Richard Pavlik, who was appointed as a
Director during the course of the year, retires, and being
eligible, is elected as a Director."
2. Resolution 2 - RE-ELECTION OF Mr KIRAN MORZARIA
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Article 8.5 of the Company's
Memorandum and Articles of Association and for all other purposes,
Mr Kiran Morzaria retires, and being eligible, is re-elected as a
Director on the terms and conditions set out in the Explanatory
Statement."
3. Resolution 3 - RATIFICATION OF PRIOR ISSUE OF OPTIONS TO CONSULTANTS
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all
other purposes, Shareholders ratify the issue of 500,000 Options to
Consultants on the terms and conditions set out in the Explanatory
Statement."
Voting Exclusion:
The Company will disregard any votes cast on the Resolution by a
person who participated in the issue and any of their associates.
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 a person who is entitled to vote,
in accordance with a direction on the proxy form to vote as the
proxy decides.
4. Resolution 4 - RATIFICATION OF PRIOR ISSUE OF OPTIONS to MR richard pavlik
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all
other purposes, Shareholders ratify the issue of 400,000 Options to
Mr Richard Pavlik on the terms and conditions set out in the
Explanatory Statement."
Voting Exclusion:
The Company will disregard any votes cast on the Resolution by a
person who participated in the issue and any of their associates.
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 a person who is entitled to vote,
in accordance with a direction on the proxy form to vote as the
proxy decides.
5. Resolution 5 - RATIFICATION OF PRIOR ISSUE OF CDIs - FUNDING FACILITY
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all
other purposes, Shareholders ratify the issue of 1,904,203 CDIs on
the terms and conditions set out in the Explanatory Statement."
Voting Exclusion:
The Company will disregard any votes cast on the Resolution by a
person who participated in the issue and any of their associates.
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 a person who is entitled to vote,
in accordance with a direction on the proxy form to vote as the
proxy decides.
6. Resolution 6 - APPROVAL OF 10% PLACEMENT CAPACITY
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an special resolution:
"That, for the purpose of ASX Listing Rule 7.1A and for all
other purposes, approval is given for the issue of Equity
Securities totalling up to 10% of the issued capital of the Company
(at the time of the issue), calculated in accordance with the
formula prescribed in Listing Rule 7.1A.2 and on the terms and
conditions set out in the Explanatory Statement."
Voting Exclusion:
The Company will disregard any votes cast on this Resolution by
any person who may participate in the issue of Equity Securities
under this Resolution 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 any associates of those
persons. However, the Company need not disregard a vote if it is
cast by a person as a 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 a person who is
entitled to vote, in accordance with a direction on the Proxy Form
to vote as the proxy decides.
7. Resolution 7 - APPROVAL OF EMPLOYEE SECURITIES INCENTIVE PLAN
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.2, exception 9(b)
and for all other purposes, the Company adopt the securities
incentive scheme known as the "European Metals Holdings Limited
Employee Securities Incentive Plan" and the issue of securities
under that plan, on the terms and conditions set out in the
Explanatory Statement."
Voting Exclusion:
The Company will disregard any votes cast on this Resolution by
any Director and any of their respective associates. However, the
Company need not disregard a vote if it is cast by a person as a
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 a person who is entitled to vote, in
accordance with a direction on the Proxy Form to vote as the proxy
decides.
8. Resolution 8 - APPROVAL TO ISSUE CDIs TO dIRECTORS
To consider and, if thought fit, to pass, with or without
amendment, each as a separate ordinary resolution the
following:
"That, for pursuant to and in accordance with ASX Listing Rule
10.14 and for all other purposes, Shareholders approve the issue of
up to an aggregate total of 1,650,000 CDIs to the following
Directors (or their respective nominees) under the Company's
Employee Securities Incentive Plan:
(a) 850,000 CDIs to Mr Keith Coughlan;
(b) 300,000 CDIs to Mr David Reeves;
(c) 300,000 CDIs to Mr Richard Pavlik; and
(d) 200,000 CDIs to Mr Kiran Morzaria,
on the terms and conditions set out in the Explanatory
Statement."
Voting Exclusion:
The Company will disregard any votes cast on this Resolution by
any Director (and their respective nominees) who is eligible to
participate in the Employee Securities Incentive Plan and any of
their respective associates. However, the Company need not
disregard a vote if it is cast by a person as a 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 a person who is entitled to vote, in accordance with a
direction on the Proxy Form to vote as the proxy decides.
Dated: 9 November 2017
By Order of the Board
Julia Beckett
COMPANY SECRETARY
EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide
information which the Directors believe to be material to
Shareholders in deciding whether or not to pass the Resolution
which are the subject of the business of the Meeting.
1. Resolution 1 - election of director - MR richard pavlik
Pursuant to Article 8.1 of the Company's Articles of Association
a director shall be elected by ordinary resolution or by resolution
of Directors.
Pursuant to ASX Listing Rule 14.4, any Director appointed to
fill a casual vacancy or as an addition to the existing Directors,
holds office only until the next following annual general meeting
and is then eligible for election by Shareholders.
Accordingly, Mr Pavlik, who was appointed as an additional
Executive Director on 27 June 2017, retires, and being eligible,
seeks election by ordinary resolution at this meeting.
Resolution 1 is an ordinary resolution.
The Chair will cast all available proxies in favour of
Resolution 1.
The Board (other than Mr Pavlik) recommends Shareholders vote in
favour of Resolution 1.
Qualifications and other material directorships
Mr Pavlik is the General Manager of Geomet s.r.o., the Company's
wholly owned Czech subsidiary, and is a highly experienced Czech
mining executive. Mr Pavlik holds a Masters Degree in Mining
Engineer from the Technical University of Ostrava in Czech
Republic. He is the former Chief Project Manager and Advisor to the
Chief Executive Officer at OKD. OKD has been a major coal producer
in the Czech Republic. He has almost 30 years of relevant industry
experience in the Czech Republic. Mr Pavlik also has experience as
a Project Analyst at Normandy Capital in Sydney as part of a
postgraduate programme from Swinburne University. Mr Pavlik has
held previous senior positions within OKD and New World Resources
as Chief Engineer, and as Head of Surveying and Geology. He has
also served as the Head of the Supervisory Board of NWR Karbonia, a
Polish subsidiary of New World Resources (UK) Limited. He has an
intimate knowledge of mining in the Czech Republic.
At the time of this Annual General Meeting, Mr Pavlik's term of
office will be approximately 5 months.
Mr Pavlik is an executive director and the Board unanimously
supports his election.
2. Resolution 2 - re-election of director - MR KIRAN MORZARIA
Pursuant to Article 8.5 of the Company's Articles of
Association, at each annual general meeting one third of the
directors for the time being (or, if their number is not a multiple
of three, the number nearest to but not more than one-third) shall
retire from office by rotation. A retiring director shall be
eligible for re-election.
Accordingly, Mr Morzaria, who was previously re-elected as a
Non-Executive Director on 18 November 2016, retires, and being
eligible, seeks re-election by ordinary resolution at this
meeting.
Resolution 2 is an ordinary resolution.
The Chair will cast all available proxies in favour of
Resolution 2.
The Board (other than Mr Morzaria) recommends Shareholders vote
in favour of Resolution 2.
Qualifications and other material directorships
Mr Morzaria is currently Chief Executive Officer and Director of
the Company's largest shareholder, Cadence Minerals Plc. He is also
a Non-Executive Director of Bacanora Minerals Limited.
Mr Morzaria holds a Bachelor of Engineering (Industrial Geology)
from the Camborne School of Mines and a Masters of Business
Administration (MBA) (Finance) from CASS Business School. He has
extensive experience in the mineral resource industry working in
both operation and management roles. Mr Morzaria spent the first
four years of his career in exploration, mining and civil
engineering before obtaining his MBA. He has served as a director
of a number of public companies in both an executive and
non-executive capacity.
At the time of this Annual General Meeting, Mr Morzaria's term
of office will be approximately 23 months.
Mr Morzaria is a non-executive director and the Board
unanimously supports his re-election.
3. RESOLUTION 3 - RATIFICATION OF PRIOR ISSUE OF OPTIONS TO CONSULTANTS
3.1 Background
On 17 May 2017, the Company issued 500,000 Options to
consultants, as per their consultancy agreements, on the terms and
conditions set out in Schedule 1 (Consultant Options). The
Consultant Options were issued within the 15% annual limit
permitted under ASX Listing Rule 7.1, without the need for
Shareholder approval.
Resolution 3 seeks Shareholder ratification pursuant to ASX
Listing Rule 7.4 for the issue of 500,000 Consultant Options
exercisable at $0.28 each on or before 30 April 2018.
3.2 Summary of ASX Listing Rules 7.1 and 7.4
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
to 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.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule
7.1. It provides that where a company in general meeting ratifies
the previous issue of securities made pursuant to ASX Listing Rule
7.1 (and provided that the previous issue did not breach ASX
Listing Rule 7.1) those securities will be deemed to have been made
with shareholder approval for the purpose of ASX Listing Rule
7.1.
By ratifying this issue, the Company will retain the flexibility
to issue Equity Securities in the future up to the 15% annual
placement capacity set out in ASX Listing Rule 7.1 without the
requirement to obtain prior Shareholder approval.
3.3 Technical Information Required By ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the
following information is provided in relation to this Resolution
3:
(a) a total of 500,000 Consultant Options were issued on 17 May 2017 as follows:
(i) 250,000 Consultant Options were issued to R&H Trust Co
(Guernsey) Limited, who is not a related party, for part
consideration of project managing the Preliminary Feasibility Study
for the Cinovec Project; and
(ii) 250,000 Consultant Options were issued to LCA Pty Ltd, who
is not a related party, for part consideration of supervising the
Preliminary Feasibility Study for the Cinovec Project, including
technical advice;
(b) the Consultant Options were issued in part consideration for
consultancy provided to the Company services (as detailed above)
and were therefore issued at an issue price of nil;
(c) the terms of the Consultant Options are found in Schedule 1;
(d) no funds were raised from the issue of the Consultancy Options; and
(e) a voting exclusion statement is included in the Notice.
3.4 Board recommendation
Resolution 3 is an ordinary resolution.
The Chair will cast all available proxies in favour of
Resolution 3.
The Board recommends Shareholders vote in favour of Resolution
3.
4. RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE OF OPTIONS TO Mr RICHARD PAVLIK
4.1 Background
On 17 May 2017, the Company appointed Mr Richard Pavlik as
General Manager of Geomet s.r.o. the Company's wholly owned Czech
subsidiary and issued 400,000 Options to him as part of his agreed
remuneration package, on the terms and conditions set out in
Schedule 2 (GM Options). The GM Options were issued within the 15%
annual limit permitted under ASX Listing Rule 7.1, without the need
for Shareholder approval.
Mr Pavlik was the Board appointed as an Executive Director of
the Company on 27 June 2017.
Resolution 4 seeks Shareholder ratification pursuant to ASX
Listing Rule 7.4 for the issue of 400,000 GM Options exercisable at
$0.58 on or before 3 January 2020.
4.2 Summary of ASX Listing Rule 10.11
ASX Listing Rule 10.11 requires shareholder approval to be
obtained where an entity issues, or agrees to issue, securities to
a related party, or a person whose relationship with the entity or
a related party is, in ASX's opinion, such that approval should be
obtained unless an exception in ASX Listing Rule 10.12 applies.
Shareholder approval under ASX Listing Rule 10.11 was not
required for the issue of the GM Options as ASX Listing Rule 10.12,
exception 6 applied.
4.3 Summary of ASX Listing Rules 7.1 and 7.4
A summary of ASX Listing Rules 7.1 and 7.4 is provided in
Section 3.2 above.
By ratifying this issue, the Company will retain the flexibility
to issue Equity Securities in the future up to the 15% annual
placement capacity set out in ASX Listing Rule 7.1 without the
requirement to obtain prior Shareholder approval.
4.4 Technical Information Required By ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the
following information is provided in relation to this Resolution
4:
(a) 400,000 GM Options were issued on 17 May 2017 to Mr Pavlik
in accordance with his employment contract;
(b) the GM Options were issued in part of his remuneration
package and were therefore issued at an issue price of nil;
(c) the terms of the GM Options are found in Schedule 2;
(d) no funds were raised from the issue of the GM Options; and
(e) a voting exclusion statement is included in the Notice.
4.5 Board recommendation
Resolution 4 is an ordinary resolution.
The Chair will cast all available proxies in favour of
Resolution 4.
The Board (other than Mr Pavlik) recommends Shareholders vote in
favour of Resolution 4.
5. RESOLUTION 5 - RATIFICATION OF PRIOR ISSUE OF CDIs - FUNDING FACILITY
5.1 Background
On 27 June 2017 the Company announced it had signed an interim
funding facility agreement with 6466 Investments Pty Ltd, an
Australian based sophisticated investor, and allows for the
drawdown of up to $2 Million in tranches as required over 12
months. Any funds drawn down will convert to CDIs in the Company at
a 10% discount to the 10 day VWAP in the Company's securities. To
date a total of 1,880,459 CDIs have been issued under the funding
facility agreement within the 15% annual limit permitted under ASX
Listing Rule 7.1, without the need for Shareholder approval.
5.3 Summary of ASX Listing Rules 7.1 and 7.4
A summary of ASX Listing Rule 7.1 is provided in Section 3.2
above.
By ratifying this issue, the Company will retain the flexibility
to issue equity securities in the future up to the 15% annual
placement capacity set out in ASX Listing Rule 7.1 without the
requirement to obtain prior Shareholder approval.
5.4 Technical Information Required By ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the
following information is provided in relation to this Resolution
5:
(a) a total of 1,880,459 CDIs have been issued over 5 tranches as follows:
(i) 416,783 CDIs were issued at $0.7138 each on 30 June 2017 in
respect to the first advance of $250,000, in settlement of the
facility establishment fee of 2% ($40,000) and the draw down fee of
3% ($7,500) on the first advance;
(ii) 364,679 CDIs were issued at $0.706 each on 1 August 2017 in
respect to the second advance of $250,000 and the draw down fee of
3% ($7,500) on the second advance;
(iii) 351,448 CDIs were issued at $0.7327 each on 10 August 2017
in respect to the third advance of $250,000 and the draw down fee
of 3% ($7,500) on the third advance;
(iv) 375,905 CDIs were issued at $0.685 each on 1 September 2017
in respect to the fourth advance of $250,000 and the draw down fee
of 3% ($7,500) on the fourth advance; and
(v) 371,644 CDIs were issued at $0.693 each on 10 October 2017
in respect to the fifth advance of $250,000 and the draw down fee
of 3% ($7,500) on the fifth advance;
(b) the CDIs were issued to 6466 Investments Pty Ltd, which is
not a related party of the Company;
(c) the CDIs issued rank equally with all other CDIs of the Company;
(d) the funds raised will be used in the preparation of the
Company's Definitive Feasibility Study, for further drilling and
general working capital; and
(e) a voting exclusion statement is included in the Notice.
5.5 Board recommendation
Resolution 5 is an ordinary resolution.
The Chair will cast all available proxies in favour of
Resolution 5.
The Board recommends Shareholders vote in favour of Resolution
5.
6. resolution 6 - approval of 10% placement capacity
6.1 General
ASX Listing Rule 7.1A provides that an Eligible Entity may seek
Shareholder approval at its annual general meeting to allow it to
issue Equity Securities up to 10% of its issued capital (10%
Placement Capacity).
If Shareholders approve Resolution 6, the number of Equity
Securities the Eligible Entity may issue under the 10% Placement
Capacity will be determined in accordance with the formula
prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 6.2
below).
The effect of Resolution 6 will be to allow the Company to issue
Equity Securities up to 10% of the Company's fully paid ordinary
securities on issue under the 10% Placement Capacity during the
period up to 12 months after the Meeting, without subsequent
Shareholder approval and without using the Company's 15% annual
placement capacity granted under Listing Rule 7.1.
Resolution 6 is a special resolution. Accordingly, at least 75%
of votes cast by Shareholders present and eligible to vote at the
Meeting must be in favour of Resolution 6 for it to be passed.
The Chair will cast all available proxies in favour of
Resolution 6.
The Board recommends Shareholders vote in favour of Resolution
6.
6.2 ASX Listing Rule 7.1A
ASX Listing Rule 7.1A came into effect on 1 August 2012 and
enables an Eligible Entity to seek shareholder approval at its
annual general meeting to issue Equity Securities in addition to
those under the Eligible Entity's 15% annual placement
capacity.
An Eligible Entity is one that, as at the date of the relevant
annual general meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted
securities and securities quoted on a deferred settlement basis) of
$300,000,000.
The Company is an Eligible Entity as it is not included in the
S&P/ASX 300 Index.
Any Equity Securities issued must be in the same class as an
existing class of quoted Equity Securities. The Company currently
has only one class of quoted Equity Securities on issue, being the
CDIs (ASX Code: EMH).
The exact number of Equity Securities that the Company may issue
under an approval under Listing Rule 7.1A will be calculated
according to the following formula:
(A x D) - E
Where:
A is the number of CDIs on issue 12 months before the date of issue or agreement:
(a) plus the number of CDIs issued in the previous 12 months
under an exception in ASX Listing Rule 7.2;
(b) plus the number of CDIs that became fully paid in the previous 12 months;
(c) plus the number of CDIs issued in the previous 12 months
with approval of holders of CDIs under Listing Rules 7.1 and 7.4.
This does not include an issue of fully paid CDIs under the
entity's 15% placement capacity without shareholder approval;
and
(d) less the number of CDIs cancelled in the previous 12 months.
D is 10%.
E is the number of Equity Securities issued or agreed to be
issued under ASX Listing Rule 7.1A.2 in the 12 months before the
date of issue or agreement to issue that are not issued with the
approval of holders of Ordinary Securities under ASX Listing Rule
7.1 or 7.4.
6.3 Technical information required by ASX Listing Rule 7.3A
Pursuant to and in accordance with ASX Listing Rule 7.3A, the
information below is provided in relation to this Resolution 6:
(a) Minimum Price
The minimum price at which the Equity Securities may be issued
is 75% of the volume weighted average price of Equity Securities in
that class, calculated over the 15 ASX trading days on which trades
in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities
are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX
trading days of the date in paragraph 6.3(a)(i), the date on which
the Equity Securities are issued.
If the Equity Securities are issued for non-cash consideration,
then, In accordance with the Listing Rules, the Company will
provide a valuation of the non-cash consideration to the market
that demonstrates that the issue price of the securities complies
with Listing Rule 7.1A.3.
(b) Date of Issue
The Equity Securities may be issued under the 10% Placement
Capacity commencing on the date of the Meeting and expiring on the
first to occur of the following:
(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction
under ASX Listing Rules 11.1.2 (a significant change to the nature
or scale of the Company's activities) or 11.2 (disposal of the
Company's main undertaking) (after which date, an approval under
Listing Rule 7.1A ceases to be valid).
(c) Risk of economic and voting dilution
Any issue of Equity Securities under the 10% Placement Capacity
will dilute the interests of Shareholders who do not receive any
CDIs under the issue.
If Resolution 6 is approved by Shareholders and the Company
issues the maximum number of Equity Securities available under the
10% Placement Capacity, the economic and voting dilution of
existing CDIs would be as shown in the table below, subject to the
assumptions listed below the table.
The table below shows the dilution of existing Shareholders
calculated in accordance with the formula outlined in ASX Listing
Rule 7.1A(2), on the basis of the current market price of CDIs and
the current number of Equity Securities on issue as at the date of
this Notice.
The table also shows:
(i) two examples where variable "A" has increased, by 50% and
100%. Variable "A" is based on the number of ordinary securities
the Company will have on issue at the date of the Meeting. The
number of ordinary securities on issue may increase as a result of
issues of ordinary securities that do not require Shareholder
approval (for example, a pro rata entitlements issue or scrip
issued under a takeover offer) or future specific placements under
Listing Rule 7.1 that are approved at a future Shareholders'
meeting; and
(ii) two examples of where the issue price of ordinary
securities has decreased by 50% and increased by 50% as against the
current market price. The voting dilution impact where the number
of CDIs on issue (Variable A in the formula) changes and the
economic dilution where there are changes in the issue price of
CDIs issued under the 10% Placement Capacity.
Number of Dilution
CDIs on
Issue ("Variable
A")
------------------- ----------- ----------------------------------------------
Issue $0.3775 $0.755 $1.51
Price (50% decrease (Current (50% increase
(per in current issue in current
CDI) issue price) issue
price) price)
------------------- ----------- --------------- ------------ ---------------
131,797,585 10% 13,179,759 13,179,759 13,179,759
(Current Voting CDIs CDIs CDIs
Variable Dilution
A)
------------------- ----------- --------------- ------------ ---------------
Funds
Raised $4,975,359 $9,950,718 $19,901,435
------------------------------- --------------- ------------ ---------------
197,696,378 10% 19,769,638 19,769,638 19,769,638
(50% increase Voting CDIs CDIs CDIs
in Variable Dilution
A)*
------------------- ----------- --------------- ------------ ---------------
Funds
Raised $7,463,038 $14,926,076 $29,852,153
------------------------------- --------------- ------------ ---------------
263,595,170 10% 26,359,517 26,359,517 26,359,517
(100% increase Voting CDIs CDIs CDIs
in Variable Dilution
A)*
------------------- ----------- --------------- ------------ ---------------
Funds
Raised $9,950,718 $19,901,435 $39,802,871
------------------------------- --------------- ------------ ---------------
*The number of CDIs on issue (variable A in the formula) could
increase as a result of the issue of CDIs that do not require
Shareholder approval (such as under a pro-rata rights issue or
scrip issued under a takeover offer) or that are issued with
Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
1. There are currently 131,797,585 CDIs on issue.
2. The issue price set out above is the closing price of the
CDIs on the ASX on 23 October 2017.
3. The Company issues the maximum possible number of Equity
Securities under the 10% Placement Capacity.
4. The Company has not issued any Equity Securities in the 12
months prior to the Meeting that were not issued under an exception
in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1
and Rule 7.1A, or subsequently ratified under Listing Rule 7.4 at
this Meeting.
5. The issue of Equity Securities under the 10% Placement
Capacity consists only of CDIs. It is assumed that no Options or
Warrants are exercised into CDIs before the date of issue of the
Equity Securities.
6. The calculations above do not show the dilution that any one
particular Shareholder will be subject to. All Shareholders should
consider the dilution caused to their own shareholding depending on
their specific circumstances.
7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
8. The 10% voting dilution reflects the aggregate percentage
dilution against the issued share capital at the time of issue.
This is why the voting dilution is shown in each example as
10%.
9. The table does not show an example of dilution that may be
caused to a particular Shareholder by reason of placements under
the 10% Placement Capacity, based on that Shareholder's holding at
the date of the Meeting.
Shareholders should note that there is a risk that:
(i) the market price for the Company's Equity Securities may be
significantly lower on the issue date than on the date of the
Meeting; and
(ii) the Equity Securities may be issued at a price that is at a
discount to the market price for those Equity Securities on the
date of issue or the Equity Securities are issued as part of the
consideration for the acquisition of a new asset,
which may have an effect on the amount of funds raised by the
issue of the Equity Securities.
(d) Purpose of Issue under 10% Placement Capacity
The Company may issue Equity Securities under the 10% Placement
Capacity for the following purposes:
(i) as cash consideration in which case the Company intends to
use funds raised for the acquisition of new resources, assets and
investments (including expenses associated with such an
acquisition), continued exploration expenditure on the Company's
Cinovec Project and for general working capital; or
(ii) as non-cash consideration for the acquisition of new
resources assets and investments, in such circumstances the Company
will provide a valuation of the non-cash consideration as required
by listing Rule 7.1A.3.
(e) Allocation under the 10% Placement Capacity
The Company's allocation policy is dependent on the prevailing
market conditions at the time of any proposed issue pursuant to the
10% Placement Capacity. The identity of the allottees of Equity
Securities will be determined on a case-by-case basis having regard
to the factors including but not limited to:
(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the
Company at that time, including, but not limited to, an entitlement
issue or other offer where existing Shareholders may
participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not
limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).
The allottees of the Equity Securities to be issued under the
10% Placement Capacity have not yet been determined but may include
current Shareholders or new investors (or both), none of whom will
be related parties of the Company. Further, if the Company is
successful in acquiring new assets or investments, it is likely
that the allottees under the 10% Placement Capacity will be vendors
of the new assets or investments.
(f) Previous Approval under ASX Listing Rule 7.1A
The Company previously obtained approval from its Shareholders
pursuant to Listing Rule 7.1A at its 2016 Annual General Meeting
held on 18 November 2016 (Previous Approval). The details of all
issues of equity securities by the Company during the 12 months
preceding the date of the Meeting are detailed below:
Number/Class Terms and Price and Consideration Allottees
of equity Purpose of discount details of the Securities
securities Issue to closing
issued market price
on the date
of issue
(if any)
------------- -------------------- ---------------- -------------------- -------------------
Securities issued on 22 November 2016
------------------------------------------------------------------------------------------------
500,000 Exercise of Issue price Cash consideration Beaumont
CDIs Warrants, of 14 cents of $70,000. Cornish,
exercise price per CDI. The amount the Company's
of 14 cents Discount of cash Nominated
expiring on of 79% to that has Adviser
11 November the closing been spent in the UK
2018 price of is $70,000,
67 cents which was
on the 22 100% used
November to further
2016. develop
the Cinovec
Project
and working
capital.
------------- -------------------- ---------------- -------------------- -------------------
Securities issued on 24 November 2016
------------------------------------------------------------------------------------------------
5,000,000 Placement Issue price Cash consideration Cadence
CDIs of 5,000,000 of 52 cents of $2,600,000. Minerals
CDIs to Cadence per CDI. The amount plc
Minerals plc Discount of cash
(previously of 17% to that has
named Rare the closing been spent
Earth Minerals price of is $2,600,000,
plc) as approved 63 cents which was
by Shareholders on the 24 100% used
at the 2016 November to further
Annual General 2016. develop
Meeting. the Cinovec
Project,
complete
the Company's
prefeasibility
study and
working
capital.
------------- -------------------- ---------------- -------------------- -------------------
5,000,000 Issue of B Issue price Issued in Issued to
B Class Class Performance of nil. consideration Vendors
Performance Shares in for the
Shares consideration previous
for the previous acquisition
acquisition of European
of European Metals (UK)
Metals (UK) Ltd.
Ltd as approved Grant date
by Shareholders Value(2)
at Annual =
General Meeting $2,669,701
held 18 November Current
2016 Value(2)
=
$2,289,685
------------- -------------------- ---------------- -------------------- -------------------
Securities issued on 17 May 2017
------------------------------------------------------------------------------------------------
500,000 Issue of Options, Issue price Issued to 250,000
Options exercise price of nil. independent Options
of 28 cents consultants to LCA Pty
expiring on as per consultancy Ltd and
30 April 2018 agreements. 250,000
Consideration Options
was consultancy to R&H Trust
services. Co (Guernsey)
Grant date Limited
Value(1)
=
$376,215
Current
Value(1)
=
$252,354
------------- -------------------- ---------------- -------------------- -------------------
400,000 Issue of Options, Issue price Issued to Mr Richard
Options exercise price of nil. General Pavlik
of 58 cents Manager
expiring 3 (Czech Republic)
January 2020 as per contract
of employment.
Consideration
was executive
director
services.
Grant date
Value(1)
=
$177,352
Current
Value(1)
=
$209,,235
------------- -------------------- ---------------- -------------------- -------------------
Securities issued on 1 June 2017
------------------------------------------------------------------------------------------------
250,000 Exercise of Issue price Cash consideration LCA Pty
CDIs Options, exercise of 28 cents of $70,000. Ltd <Harman
price of 28 per CDI. The amount Family Trust>
cents expiring Discount of cash
on 30 April of 69% to that has
2018 the closing been spent
price of is $70,000,
91 cents which was
on the 1 100% used
June 2017. to further
develop
the Cinovec
Project,
complete
the Company's
prefeasibility
study and
working
capital.
------------- -------------------- ---------------- -------------------- -------------------
Securities issued on 6 June 2017
------------------------------------------------------------------------------------------------
250,000 Exercise of Issue price Cash consideration Mr Andrew
CDIs Options, exercise of 28 cents of $70,000. R H Smith
price of 28 per CDI. The amount
cents expiring Discount of cash
on 30 April of 69%to that has
2018 the closing been spent
price of is $70,000,
90.5 cents which was
on the 1 100% used
June 2017. to further
develop
the Cinovec
Project,
complete
the Company's
prefeasibility
study and
working
capital.
------------- -------------------- ---------------- -------------------- -------------------
Securities issued on 30 June 2017
------------------------------------------------------------------------------------------------
416,783 First advance Issue price Cash consideration 6466 Investments
CDIs of the Facility of 71.38 of $250,000. Pty Ltd
Funding Agreement, cents per The amount
settlement CDI. of cash
of the facility Discount that has
establishment of 10% of been spent
fee of 2% the 10 day is $250,000,
($40,000 value) VWAP prior which was
and the drawdown to the issue 100% used
fee of 3% of securities, to further
($7,500 value) as per the develop
on the first funding the Cinovec
advance. agreement. Project,
complete
the Company's
defeasibility
study and
working
capital
------------- -------------------- ---------------- -------------------- -------------------
Securities issued on 1 August 2017
------------------------------------------------------------------------------------------------
364,679 Second advance Issue price Cash consideration 6466 Investments
CDIs of the Facility of 70.61 of $250,000. Pty Ltd
Funding Agreement cents per The amount
and the drawdown CDI. of cash
fee of 3% Discount that has
($7,500 value) of 10% of been spent
on the second the 10 day is $250,000,
advance. VWAP prior which was
to the issue 100% used
of securities, to further
as per the develop
funding the Cinovec
agreement. Project,
complete
the Company's
defeasibility
study and
working
capital
------------- -------------------- ---------------- -------------------- -------------------
Securities issued on 10 August 2017
------------------------------------------------------------------------------------------------
351,448 Third advance Issue price Cash consideration 6466 Investments
CDIs of the Facility of 73.27 of $250,000. Pty Ltd
Funding Agreement cents per The amount
and the drawdown CDI. of cash
fee of 3% Discount that has
($7,500 value) of 10% of been spent
on the third the 10 day is $250,000,
advance. VWAP prior which was
to the issue 100% used
of securities, to further
as per the develop
funding the Cinovec
agreement. Project,
complete
the Company's
defeasibility
study and
working
capital
------------- -------------------- ---------------- -------------------- -------------------
Securities issued on 1 September 2017
------------------------------------------------------------------------------------------------
375,905 Fourth advance Issue price Cash consideration 6466 Investments
CDIs of the Facility of 68.5 of $250,000. Pty Ltd
Funding Agreement cents per The amount
and the drawdown CDI. of cash
fee of 3% Discount that has
($7,500 value) of 10% of been spent
on the fourth the 10 day is $250,000,
advance. VWAP prior which was
to the issue 100% used
of securities, to further
as per the develop
funding the Cinovec
agreement. Project,
complete
the Company's
defeasibility
study and
working
capital
------------- -------------------- ---------------- -------------------- -------------------
371,644 Fifth advance Issue price Cash consideration 6466 Investments
CDIs of the Facility of 69.3 of $250,000. Pty Ltd
Funding Agreement cents per The amount
and the drawdown CDI. of cash
fee of 3% Discount that has
($7,500 value) of 10% of been spent
on the fifth the 10 day is $250,000,
advance. VWAP prior which was
to the issue 100% used
of securities, to further
as per the develop
funding the Cinovec
agreement. Project,
complete
the Company's
defeasibility
study and
working
capital
------------- -------------------- ---------------- -------------------- -------------------
(1) The value of unquoted Options is measured using the Black
& Scholes option pricing model. Measurement inputs include the
Share price on the measurement date, the exercise price, the term
of the Option, the impact of dilution, the expected volatility of
the underlying Share (based on weighted average historic volatility
adjusted for changes expected due to publicly available
information), the expected dividend yield and the risk free
interest rate for the term of the Option. No account is taken of
any performance conditions included in the terms of the Option
other than market based performance conditions (i.e. conditions
linked to the price of Shares). The grant date value reflects the
reported valued in accordance with Accounting Standards. The
current value is a hypothetical value required for ASX Listing Rule
7.3A.6. The current value disclosed above will not be used to
adjust the reported accounting values at grant date.
(2) The value of performance shares has been determined in
accordance with Accounting Standards. The value utilises the 5 day
volume weighted share price and a probability factor of achieve
performance milestones to determine the number of shares the will
be granted upon satisfaction of the performance conditions. The
value is determine be multiple this result by the share value at
grant date (in the case of the grant date value), and as at 23
October 2017 (in the case of the current value).
(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A
When the Company issues Equity Securities pursuant to the 10%
Placement Capacity, it will give to ASX:
(i) a list of the allottees of the Equity Securities and the
number of Equity Securities allotted to each (not for release to
the market), in accordance with Listing Rule 7.1A.4; and
(ii) the information required by Listing Rule 3.10.5A for release to the market.
6.4 Voting Exclusion
A voting exclusion statement is included in this Notice. As at
the date of this Notice, the Company has not invited any existing
Shareholder to participate in an issue of Equity Securities under
ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be
excluded from voting on Resolution 6.
7. Resolution 7 - APPROVAL OF EMPLOYEE SECURITIES INCENTIVE PLAN
7.1 General
The Company considers that it is desirable to maintain an
incentive securities plan pursuant to which the Company can issue
shares, options or performance rights to eligible Directors,
employees and consultants in order to attract, motivate and retain
such persons and to provide them with an incentive to deliver
growth and value to all Shareholders.
Accordingly, Resolution 7 seeks approval for the adoption of the
employee securities incentive plan titled 'European Metals Holdings
Limited Employee Securities Incentive Plan' (Plan) in accordance
with ASX Listing Rule 7.2, exception 9(b).
Under the Plan, the Board may offer to eligible persons the
opportunity to subscribe for such number of securities in the
Company as the Board may decide and on the terms set out in the
rules of the Plan, a summary of which is set out at Schedule 3.
In addition, a copy of the Plan is available for review by
Shareholders at the registered office of the Company in Australia
until the date of the Meeting. A copy of the Plan can also be sent
to Shareholders upon request to the Company Secretary. Shareholders
are invited to contact the Company if they have any queries or
concerns.
7.2 Summary of ASX Listing Rule 7.2, Exception 9(b)
A summary of ASX Listing Rule 7.1 is provided in Section 3.2
above.
ASX Listing Rule 7.2, exception 9(b) provides an exception to
ASX Listing Rule 7.1 by which Equity Securities issued under an
employee incentive scheme are exempt for a period of 3 years from
the date on which shareholders approve the issue of Equity
Securities under the scheme as an exception to Listing Rule
7.1.
If Resolution 7 is passed, the Company will be able to issue
Equity Securities under the Plan to eligible participants over a
period of 3 years without impacting on the Company's ability to
issue up to 15% of its total ordinary securities without
Shareholder approval in any 12 month period.
No Equity Securities have been issued under the proposed Plan as
it is a new employee incentive scheme and has not previously been
approved by Shareholders.
Prior Shareholder approval will be required under ASX Listing
Rule 10.14 before any Director or related party of the Company can
participate in the Plan.
7.3 Board recommendation
Resolution 7 is an ordinary resolution.
The Chair will cast all available proxies in favour of
Resolution 7.
A voting exclusion statement is included in the Notice for
Resolution 7.
8. Resolution 8 - APPROVAL TO ISSUE CDIs TO dIRECTORS
8.1 General
The Company has agreed, subject to obtaining Shareholder
approval, to issue a total of 1,650,000 CDIs in the amounts and to
the Directors listed below (or their respective nominees):
(a) 850,000 CDIs to Mr Keith Coughlan;
(b) 300,000 CDIs to Mr David Reeves;
(c) 300,000 CDIs to Mr Richard Pavlik; and
(d) 200,000 CDIs to Mr Kiran Morzaria,
(together, Director CDIs).
The Company is in an important stage of development with
significant opportunities and challenges in both the near and
long-term, and the proposed issue seeks to align the efforts of the
Directors in seeking to achieve growth of the Share price and in
the creation of Shareholder value. In addition, the Board also
believes that incentivising with CDIs is a prudent means of
conserving the Company's available cash reserves. The Board
believes it is important to offer these CDIs to continue to attract
and maintain highly experienced and qualified Board members in a
competitive market.
The resolutions which form part of Resolution 7 seek Shareholder
approval for the issue of the Director CDIs under the Company's
Employee Securities Incentive Plan to the Directors (or their
respective nominees). Shareholder approval is required under ASX
Listing Rule 10.14 where an entity issues, or agrees to issue,
securities to a director (or associate of a director) under an
employee incentive scheme.
As Shareholder approval is sought under ASX Listing Rule 10.14,
approval under ASX Listing Rules 7.1 or 10.11 is not required.
Each of the resolutions which form part of Resolution 7 is a
separate ordinary resolution.
The Chair intends to exercise all available proxies in favour of
each of the resolutions which form part of Resolution 7.
8.2 Technical Information Required By ASX Listing Rule 10.15
Pursuant to and in accordance with the requirements of ASX
Listing Rule 10.15, the following information is provided in
relation to the proposed issue of Director CDIs:
(a) the Directors are Messrs Coughlan, Reeves, Pavlik and Morzaria;
(b) the maximum aggregate number of Director CDIs to be issued
to the Directors (or their nominees) is up to 1,650,000 CDIs, in
the proportions set out in Section 8.1 above;
(c) should resolution 7 be passed, the Director's Plan CDIs will
be issued at an issue price per new CDI based on the market price
of the Company's Shares, being the VWAP of Shares traded on the ASX
over the 5 trading days immediately preceding the issue of the Plan
CDIs (which is expected to occur shortly following the conclusions
of the Annual General Meeting);
(d) no CDIs or Equity Securities have previously been issued
under the Plan nor has the Plan previously been adopted by
Shareholders;
(e) subject to the requirements of the Listing Rules and the
determination of the Board, all Directors and their respective
nominees and associates are entitled to participate in the
Plan;
(f) the subscription amount for the new CDIs to be issued by the
Company will be accounted for by a limited-recourse interest-free
loan provided by the Company to the Director pursuant to the Plan.
There is therefore no cash impact on the Company. As and when a
Director sells his Plan CDIs, then the proceeds from such sale must
be applied first to settle the loan (and thereby the subscription).
The balance is retained by the Director. The proceeds from a sale
of all of the Plan CDIs by a Director, even if less than the loan,
will settle the loan in full under the Plan.
(g) the Director CDIs will be issued no later than 12 months
after the date of the Meeting (or such later date as permitted by
any ASX waiver or modification of the Listing Rules) and it is
anticipated the Director CDIs will be issued on one date; and
(h) a voting exclusion statement is included in the Notice.
9. Enquiries
Shareholders are invited to contact the Company Secretary, Ms
Julia Beckett, on + 61 8 6141 3500 if they have any queries in
respect of the matters set out in these documents.
Schedule 1 - TERMS AND CONDITIONS OF CONSULTANT OPTIONS
(a) Entitlement
Each Option entitles the holder to subscribe for one CDI upon
exercise of the Option.
(b) Exercise Price
Subject to paragraph (j), the amount payable upon exercise of
each Option will be 28 cents (Exercise Price).
(c) Expiry Date
Each Option will expire at 5.00pm (WST) on 30 April 2018 (Expiry
Date). An Option not exercised before the Expiry Date will
automatically lapse on the Expiry Date.
(d) Exercise Period
The Options are exercisable at any time on or prior to the
Expiry Date (Exercise Period).
(e) Notice of Exercise
The Options may be exercised during the Exercise Period by
notice in writing to the Company in the manner specified on the
Option certificate (Notice of Exercise) and payment of the Exercise
Price for each Option being exercised in Australian currency by
electronic funds transfer or other means of payment acceptable to
the Company.
(f) Exercise Date
A Notice of Exercise is only effective on and from the later of
the date of receipt of the Notice of Exercise and the date of
receipt of the payment of the Exercise Price for each Option being
exercised in cleared funds (Exercise Date).
(g) Timing of issue of CDIs on exercise
Within 15 Business Days after the later of the following:
(i) the Exercise Date; and
(ii) no later than 20 Business Days after the Exercise Date, the Company will:
(ii) issue the number of CDIs required under these terms and
conditions in respect of the number of Options specified in the
Notice of Exercise and for which cleared funds have been received
by the Company;
(iii) if admitted to the official list of ASX at the time, apply
for official quotation on ASX of CDIs issued pursuant to the
exercise of the Options.
(h) CDIs issued on exercise
CDIs issued on exercise of the Options rank equally with the
then issued CDIs of the Company.
(i) Quotation of CDIs issued on exercise
If admitted to the official list of ASX at the time, application
will be made by the Company to ASX for quotation of the CDIs issued
upon the exercise of the Options.
(j) Reconstruction of capital
If at any time the issued capital of the Company is
reconstructed, 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.
(k) Participation in new issues
There are no participation rights or entitlements inherent in
the Options and holders will not be entitled to participate in new
issues of capital offered to Shareholders during the currency of
the Options without exercising the Options.
(l) Change in exercise price
An Option does not confer the right to a change in Exercise
Price or a change in the number of underlying securities over which
the Option can be exercised.
(m) Transferability
The Options are transferable subject to any restriction or
escrow arrangements imposed by ASX or under applicable Australian
securities laws.
Schedule 2 - terms and conditions options to richard pavlik
(a) Entitlement
Each Option entitles the holder to subscribe for one CDI upon
exercise of the Option.
(b) Exercise Price
Subject to paragraph (j), the amount payable upon exercise of
each Option will be 58 cents (Exercise Price).
(c) Expiry Date
Each Option will expire at 5.00pm (WST) on 3 January 2020
(Expiry Date). An Option not exercised before the Expiry Date will
automatically lapse on the Expiry Date.
(d) Vesting Period
(i) 250,000 Options will vest at the completion of the
Definitive Feasibility Study (DFS); and
(ii) 150,000 Options will vest 12 months thereafter.
(e) Exercise Period
The Options are exercisable at any time on or prior to the
Expiry Date (Exercise Period).
(f) Notice of Exercise
The Options may be exercised during the Exercise Period by
notice in writing to the Company in the manner specified on the
Option certificate (Notice of Exercise) and payment of the Exercise
Price for each Option being exercised in Australian currency by
electronic funds transfer or other means of payment acceptable to
the Company.
(g) Exercise Date
A Notice of Exercise is only effective on and from the later of
the date of receipt of the Notice of Exercise and the date of
receipt of the payment of the Exercise Price for each Option being
exercised in cleared funds (Exercise Date).
(h) Timing of issue of CDIs on exercise
Within 15 Business Days after the later of the following:
(i) the Exercise Date; and
(ii) no later than 20 Business Days after the Exercise Date, the Company will:
(ii) issue the number of CDIs required under these terms and
conditions in respect of the number of Options specified in the
Notice of Exercise and for which cleared funds have been received
by the Company;
(iii) if admitted to the official list of ASX at the time, apply
for official quotation on ASX of CDIs issued pursuant to the
exercise of the Options.
(i) CDIs issued on exercise
CDIs issued on exercise of the Options rank equally with the
then issued CDIs of the Company.
(j) Quotation of CDIs issued on exercise
If admitted to the official list of ASX at the time, application
will be made by the Company to ASX for quotation of the CDIs issued
upon the exercise of the Options.
(k) Reconstruction of capital
If at any time the issued capital of the Company is
reconstructed, 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.
(l) Participation in new issues
There are no participation rights or entitlements inherent in
the Options and holders will not be entitled to participate in new
issues of capital offered to Shareholders during the currency of
the Options without exercising the Options.
(m) Change in exercise price
An Option does not confer the right to a change in Exercise
Price or a change in the number of underlying securities over which
the Option can be exercised.
(n) Transferability
The Options are transferable subject to any restriction or
escrow arrangements imposed by ASX or under applicable Australian
securities laws.
Schedule 3 - SUmmary of employee securities incentive plan
A summary of the key terms of the Plan is set out below:
(a) Eligible Participant
Eligible Participant means a person that:
(i) is an "eligible participant" (as that term is defined in
ASIC Class Order 14/1000) in relation to the Company or an
Associated Body Corporate (as that term is defined in ASIC Class
Order 14/1000); and
(ii) has been determined by the Board to be eligible to
participate in the Plan from time to time.
(b) Purpose
The purpose of the Plan is to:
(i) assist in the reward, retention and motivation of Eligible Participants;
(ii) link the reward of Eligible Participants to Shareholder value creation; and
(iii) align the interests of Eligible Participants with
shareholders of the Group (being the Company and each of its
Associated Bodies Corporate), by providing an opportunity to
Eligible Participants to receive an equity interest in the Company
in the form of Securities.
(c) Plan administration
The Plan will be administered by the Board. The Board may
exercise any power or discretion conferred on it by the Plan rules
in its sole and absolute discretion. The Board may delegate its
powers and discretion.
(d) Eligibility, invitation and application)
The Board may from time to time determine that an Eligible
Participant may participate in the Plan and make an invitation to
that Eligible Participant to apply for Securities on such terms and
conditions as the Board decides. On receipt of an Invitation, an
Eligible Participant may apply for the Securities the subject of
the invitation by sending a completed application form to the
Company. The Board may accept an application from an Eligible
Participant in whole or in part. If an Eligible Participant is
permitted in the invitation, the Eligible Participant may, by
notice in writing to the Board, nominate a party in whose favour
the Eligible Participant wishes to renounce the invitation.
(e) Loan
Subject to applicable laws, the Company may invite an Eligible
Participant to apply for a limited recourse loan on the terms set
out in the Plan, the relevant invitation and loan facility to
enable the Eligible Participant to acquire Securities. The
Securities will be subject to a holding lock and the Company will
retain a lien over the relevant Securities until the loan is repaid
in full. If a loan is not repaid in full by the relevant date for
repayment, the Company may, in the Board's sole discretion, sell
the relevant Securities and apply the proceeds of the sale towards
repayment of the loan and any accrued interest, with the balance
(if any) after payment of sale costs returned to the
Participant.
(f) Grant of Securities
The Company will, to the extent that it has accepted a duly
completed application, grant the Participant the relevant number of
Securities, subject to the terms and conditions set out in the
invitation, the Plan rules and any ancillary documentation
required.
(g) Terms of Convertible Securities
Each 'Convertible Security' represents a right to acquire one or
more Shares (for example, under an option or performance right),
subject to the terms and conditions of the Plan. Prior to a
Convertible Security being exercised a Participant does not have
any interest (legal, equitable or otherwise) in any Share the
subject of the Convertible Security by virtue of holding the
Convertible Security. A Participant may not sell, assign, transfer,
grant a security interest over or otherwise deal with a Convertible
Security that has been granted to them. A Participant must not
enter into any arrangement for the purpose of hedging their
economic exposure to a Convertible Security that has been granted
to them.
(h) Vesting of Securities
Any vesting conditions applicable to the grant of Securities
will be described in the invitation. If all the vesting conditions
are satisfied and/or otherwise waived by the Board, a vesting
notice will be sent to the Participant by the Company informing
them that the relevant Securities have vested. Unless and until the
vesting notice is issued by the Company, the Securities will not be
considered to have vested. For the avoidance of doubt, if the
vesting conditions relevant to a Security are not satisfied and/or
otherwise waived by the Board, that Security will lapse.
(i) Exercise of Convertible Securities and cashless exercise
To exercise an Convertible Security, the Participant must
deliver a signed notice of exercise and, subject to a cashless
exercise of Convertible Securities (see below), pay the exercise
price (if any) to or as directed by the Company, at any time prior
to the earlier of any date specified in the vesting notice and the
expiry date as set out in the invitation. An invitation may specify
that at the time of exercise of the Convertible Securities, the
Participant may elect not to be required to provide payment of the
exercise price for the number of Convertible Securities specified
in a notice of exercise, but that on exercise of those Convertible
Securities the Company will transfer or issue to the Participant
that number of Shares equal in value to the positive difference
between the Market Value of the Shares at the time of exercise and
the exercise price that would otherwise be payable to exercise
those Convertible Securities.
'Market Value' means, at any given date, the volume weighted
average price per Share traded on the ASX over the 5 trading days
immediately preceding that given date, unless otherwise specified
in an invitation.
A Convertible Security may not be exercised unless and until
that Convertible Security has vested in accordance with the Plan
rules, or such earlier date as set out in the Plan rules.
(j) Delivery of Shares on exercise of Convertible Securities
As soon as practicable after the valid exercise of a Convertible
Security by a Participant, the Company will issue or cause to be
transferred to that Participant the number of Shares to which the
Participant is entitled under the Plan rules and issue a substitute
certificate for any remaining unexercised Convertible Securities
held by that Participant.
(k) Forfeiture of Securities
Where a Participant who holds Securities ceases to be an
Eligible Participant or becomes insolvent, all unvested Securities
will automatically be forfeited by the Participant, unless the
Board otherwise determines in its discretion to permit some or all
of the Securities to vest. Where the Board determines that a
Participant has acted fraudulently or dishonestly, or wilfully
breached his or her duties to the Group, the Board may in its
discretion deem all unvested Securities held by that Participant to
have been forfeited.
Unless the Board otherwise determines, or as otherwise set out
in the Plan rules:
(i) any Securities which have not yet vested will be forfeited
immediately on the date that the Board determines (acting
reasonably and in good faith) that any applicable vesting
conditions have not been met or cannot be met by the relevant date;
and
(ii) any Securities which have not yet vested will be
automatically forfeited on the expiry date specified in the
invitation.
(l) Change of control
If a change of control event occurs in relation to the Company,
or the Board determines that such an event is likely to occur, the
Board may in its discretion determine the manner in which any or
all of the Participant's Convertible Securities will be dealt with,
including, without limitation, in a manner that allows the
Participant to participate in and/or benefit from any transaction
arising from or in connection with the change of control event.
(m) Rights attaching to Plan Shares
All Shares issued under the Plan, or issued or transferred to a
Participant upon the valid exercise of a Convertible Security (Plan
Shares) will rank pari passu in all respects with the Shares of the
same class. Subject to the existence of any outstanding loan under
paragraph (e), a Participant will be entitled to any dividends
declared and distributed by the Company on the Plan Shares and may
participate in any dividend reinvestment plan operated by the
Company in respect of Plan Shares. A Participant may exercise any
voting rights attaching to Plan Shares.
(n) Disposal restrictions on Plan Shares
If the invitation provides that any Plan Shares are subject to
any restrictions as to the disposal or other dealing by a
Participant for a period, the Board may implement any procedure it
deems appropriate to ensure the compliance by the Participant with
this restriction.
For so long as a Plan Share is subject to any disposal
restrictions under the Plan, the Participant will not:
(a) transfer, encumber or otherwise dispose of, or have a
security interest granted over that Plan Share; or
(b) take any action or permit another person to take any action
to remove or circumvent the disposal restrictions without the
express written consent of the Company.
(o) Adjustment of Convertible Securities
If there is a reorganisation of the issued share capital of the
Company (including any subdivision, consolidation, reduction,
return or cancellation of such issued capital of the Company), the
rights of each Participant holding Convertible Securities will be
changed to the extent necessary to comply with the Listing Rules
applicable to a reorganisation of capital at the time of the
reorganisation. If Shares are issued by the Company by way of bonus
issue (other than an issue in lieu of dividends or by way of
dividend reinvestment), the holder of Convertible Securities is
entitled, upon exercise of the Convertible Securities, to receive
an allotment of as many additional Shares as would have been issued
to the holder if the holder held Shares equal in number to the
Shares in respect of which the Convertible Securities are
exercised. Unless otherwise determined by the Board, a holder of
Convertible Securities does not have the right to participate in a
pro rata issue of Shares made by the Company or sell renounceable
rights.
(p) Participation in new issues
There are no participation rights or entitlements inherent in
the Convertible Securities and holders are not entitled to
participate in any new issue of Shares of the Company during the
currency of the Convertible Securities without exercising the
Convertible Securities.
(q) Amendment of Plan
Subject to the following paragraph, the Board may at any time
amend any provisions of the Plan rules, including (without
limitation) the terms and conditions upon which any Securities have
been granted under the Plan and determine that any amendments to
the Plan rules be given retrospective effect, immediate effect or
future effect. No amendment to any provision of the Plan rules may
be made if the amendment materially reduces the rights of any
Participant as they existed before the date of the amendment, other
than an amendment introduced primarily for the purpose of complying
with legislation or to correct manifest error or mistake, amongst
other things, or is agreed to in writing by all Participants.
(r) Plan duration
The Plan continues in operation until the Board decides to end
it. The Board may from time to time suspend the operation of the
Plan for a fixed period or indefinitely, and may end any
suspension. If the Plan is terminated or suspended for any reason,
that termination or suspension must not prejudice the accrued
rights of the Participants. If a Participant and the Company
(acting by the Board) agree in writing that some or all of the
Securities granted to that Participant are to be cancelled on a
specified date or on the occurrence of a particular event, then
those Securities may be cancelled in the manner agreed between the
Company and the Participant.
Glossary
$ means Australian dollars.
10% Placement Capacity has the meaning given in Section 6.1.
Admission means the admission to trading of the Shares on
AIM.
AIM means AIM, a market operated by London Stock Exchange
plc.
AIM Rules means the AIM Rules for Companies, the AIM Note and
the AIM Rules for Nominated Advisers, each published by the London
Stock Exchange plc, as amended from time to time.
Annual General Meeting or Meeting means the meeting convened by
the Notice.
Articles or Articles of Association means the memorandum and
articles of association of the Company as adopted from time to
time.
ASX means ASX Limited (ACN 008 624 691) or the financial market
operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of European Metals
Holdings.
Business Day means Monday to Friday inclusive, except New Year's
Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any
other day that ASX declares is not a business day.
BVI Companies Act means the BVI Business Companies Act 2004, as
amended from time to time.
CDI means a CHESS Depository Interest representing beneficial
ownership in a Share.
CDI Voting Instruction Form means the form accompanying the
Notice with that title.
Chair means the chair of the Meeting.
Company means European Metals Holdings Limited (ARBN 154 618
989).
DI means a Depository Interest.
Directors means the current directors of European Metals
Holdings.
Eligible Entity means an entity that, at the date of the
relevant general meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted
securities and securities quoted on a deferred settlement basis) of
$300,000,000.
Equity Securities includes a Share, a right to a Share or
Option, an Option, a convertible security and any security that ASX
decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement
accompanying the Notice.
Notice or Notice of General Meeting means this meeting including
the Explanatory Statement, the CDI Voting Instruction Form and the
Proxy Form.
Ordinary Securities has the meaning set out in the ASX Listing
Rules.
Plan means the Company's Employee Securities Incentive Plan.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice of
General Meeting, or any one of them, as the context requires.
Security means an Equity Security of the Company.
Share means a fully paid ordinary share in the capital of the
Company or a CDI (as applicable).
Shareholder means a holder of a Share.
VWAP means volume weighted average price.
WST means Western Standard Time as observed in Perth, Western
Australia.
CDI VOTING INSTRUCTION FORM
Please mark þ to indicate your directions.
Please send CDI Voting Instruction Form no later than 11:00am
WST on 28 November 2017 to:
PO Box 52
WEST PERTH WA 6872
Or via fax +61 8 6141 3599 or email to julia@europeanmet.com
STEP 1 Complete Shareholding Details
Name: ___________________________________________________________________________________
Address: __________________________________________________________________________________
__________________________________________________________________________________
Holder ID:
__________________________________________________________________________________
STEP 2 CHESS Depositary Nominees will vote as directed
Voting Instructions to CHESS Depositary Nominees Pty Ltd
PLEASE MARK BOX A OR B
I/We being a holder of CHESS Depositary Interests of European
Metals Holdings Limited hereby
A Instruct CHESS Depository Nominees Pty Ltd to vote the shares
underlying my/our holding at the Annual General Meeting of European
Metals Holdings Limited to be held at Suite 12, Level 1, 11 Ventnor
Avenue, West Perth, Western Australia on 30 November 2017 at
11:00am WST and at any adjournment or postponement of that meeting
in the manner instructed in Step 3. By execution of this CDI Voting
Instruction Form and selection of Box A the undersigned hereby
authorises CHESS Depository Nominees Pty Ltd to appoint such
proxies or their substitutes to vote as instructed and otherwise in
their discretion on such business as July properly come before the
meeting.
B Instruct CHESS Depository Nominees Pty Ltd to appoint the
following person as my/our proxy in respect of the shares
underlying my/our holding at the Annual General Meeting of European
Metals Holdings Limited to be held at Suite 12, Level 1, 11 Ventnor
Avenue, West Perth, Western Australia on 30 November 2017 at
11:00am WST and at any adjournment or postponement of that
meeting.
STEP 3 Items of Business
* PLEASE NOTE: If you mark the Abstain box for an item, you are
directing CHESS Depositary Nominees Pty Ltd or their appointed
proxy not to vote on your behalf on a show of hands or a poll and
your votes will not be counted in computing the required
majority.
FOR AGAINST ABSTAIN
Resolution Election of Director - Mr Richard
1 Pavlik
Resolution Re-election of Director - Mr
2 Kiran Morzaria
Resolution Ratification of Prior Issue
3 of Options to Consultants
Resolution Ratification of Prior Issue
4 of Options to Mr Richard Pavlik
Resolution Ratification of Prior Issue
5 of CDIs - Funding Facility
Resolution
6 Approval of 10% Placement Capacity
Resolution Approval of Employee Securities
7 Incentive Plan
Resolution Approval to issue CDIs to Directors
8(a) - Mr Keith Coughlan
Resolution Approval to issue CDIs to Directors
8(b) - Mr David Reeves
Resolution Approval to issue CDIs to Directors
8(c) - Mr Richard Pavlik
Resolution Approval to issue CDIs to Directors
8(d) - Mr Kiran Morzaria
SIGN Signature of Securityholder(s) This section must be completed
Individual or Shareholder Shareholder 2 Shareholder 3
1
---------------------------- ------------------ -----------------
Sole Director/Company Director Director/Company
Secretary Secretary
Date:
------
Contact Contact ph
name: (daytime):
------ -----------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAUGGRCGUPMUPB
(END) Dow Jones Newswires
November 09, 2017 02:00 ET (07:00 GMT)
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