RNS Number:4052D
Gippsland Limited
28 September 2004
28 September
GIPPSLAND LIMITED
NOTICE OF ANNUAL GENERAL MEETING AND
EXPLANATORY STATEMENT
For the Annual General Meeting to be held on
Monday 25 October 2004 at 10.00am (Perth Time) at
18 Stirling Highway, Nedlands, Western Australia.
TIME AND PLACE OF MEETING AND HOW TO VOTE
Venue
The Annual General Meeting of the shareholders of Gippsland Limited will be held
at:
18 Stirling Highway Commencing at
NEDLANDS 10.00am (Perth Time)
WESTERN AUSTRALIA on Monday 25 October 2004
How to Vote
You may vote by attending the meeting in person, by proxy or authorised
representative.
Voting in Person
To vote in person, attend the meeting on the date and at the place set out
above. The meeting will commence at 10.00am.
Voting by Proxy
To vote by proxy, please complete and sign the proxy form enclosed with this
Notice of Annual General Meeting as soon as possible and either:
* send the proxy by facsimile to the Company on facsimile number (08) 9389
8612 (International: + 61 8 9389 8612); or
* deliver to the registered office of the Company at Level 2, 18 Stirling
Highway, Nedlands, Western Australia or PO Box 352, Nedlands, Western
Australia, 6909,
so that it is received not later than 10.00am (Perth Time) on 23 October 2004.
NOTES:
1. A shareholder of the Company who is entitled to attend and vote at a general
meeting of shareholders is entitled to appoint not more than two proxies. Where
more than one proxy is appointed, each proxy must be appointed to represent a
specified proportion of the shareholder's voting rights. If the shareholder
appoints two proxies and the appointment does not specify this proportion, each
proxy may exercise half of the votes. A proxy need not be a shareholder of the
Company.
2. Where a voting exclusion applies, 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 to vote as the proxy decides 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.
3. For the purposes of the Corporations Act, the
Directors have set a snapshot date to determine the identity of those entitled
to attend and vote at the Annual General Meeting. The snapshot date is 23
October 2004.
GIPPSLAND LIMITED
ABN 31 004 766 376
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of shareholders of Gippsland
Limited (Gippsland or the Company) will be held at 18 Stirling Highway,
Nedlands, Western Australia at 10.00am (Perth Time) on Monday 25 October 2004.
AGENDA
BUSINESS
The Explanatory Statement which accompanies and forms part of this Notice
describes the matters to be considered as ordinary business and special
business. Certain abbreviations and other defined terms are used throughout this
Notice. Defined terms are generally identifiable by the use of an upper case
first letter. Details of the definitions and abbreviations used are set out in
the Glossary contained in the Explanatory Statement.
ORDINARY BUSINESS
Annual Accounts
To receive, consider and adopt the financial report of the Company and the
consolidated financial report of the consolidated entity for the year ended 30
June 2004 and the reports by the Directors and Independent Auditor.
Resolution 1: Re-election of a Director (By Rotation)
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That Mr RJ Telford, being a director of the Company retires by rotation in
accordance with the Constitution and, being eligible, is hereby re-elected as a
director of the Company."
Resolution 2: Ratify Previous Issue of 6,000,000 Shares at 5 cents per Share
(together with 3,000,000 free attaching Listed Options)
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That, pursuant to Rule 7.4 of the Listing Rules of the ASX, the Company
approves and ratifies the allotment and issue of 6,000,000 Shares in the Company
at an issue price of 5 cents per Share (to raise $300,000 before expenses)
together with 3,000,000 free attaching Listed Options on a one for two basis
(each with an exercise price of 9 cents and expiring on 31 December 2007) made
on 5 December 2003 to various clients of the Australian stockbroking firm Kirke
Securities Pty Ltd".
The Company will disregard any votes cast on Resolution 2 by any person who
participated in the issue and any person associated with those persons. However,
the Company need not disregard a vote if it is cast by a person as proxy for a
person who is entitled to vote, in accordance with the directions on the proxy
form or it is cast by the person chairing the meeting as proxy for a person who
is entitled to vote, in accordance with a direction on the proxy form to vote as
the proxy decides.
Resolution 3: Ratify Previous Issue of 2,790,567 Unlisted Options as Part of AIM
Listing
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That, pursuant to Rule 7.4 of the Listing Rules of the ASX, the Company
approves and ratifies the grant and issue in the United Kingdom of 2,790,567
Unlisted Options each with an exercise price of 2.8 UK pence (which equates to
6.8 Australian cents) and expiring on 8 March 2007, made on 8 March 2004 to UK
stockbroking firm Hoodless Brennan & Partners PLC as part consideration for
their services rendered in assisting in the listing of the Company's securities
on the London Stock Exchange's Alternative Investment Market".
The Company will disregard any votes cast on Resolution 3 by Hoodless Brennan &
Partners PLC and any person associated with Hoodless Brennan & Partners PLC.
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.
Resolution 4: Ratify Previous Issue of 100,000 Listed Options as Part of AIM
Listing
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That, pursuant to Rule 7.4 of the Listing Rules of the ASX, the Company
approves and ratifies the grant and issue in the United Kingdom of 100,000
Listed Options (each with an exercise price of 9 cents and expiring on 31
December 2007) made on 8 March 2004 to UK public relations firm Conduit PR as
part consideration for their services rendered in assisting in the listing of
the Company's securities on the London Stock Exchange's Alternative Investment
Market".
The Company will disregard any votes cast on Resolution 4 by Conduit PR and any
person associated with Conduit PR. 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.
SPECIAL BUSINESS
Resolution 5: Approval to the Issue of 100,000,000 Shares
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That, pursuant to Listing Rule 7.1 of the Listing Rules of the Australian Stock
Exchange Limited and for all other purposes, the Company approve and authorise
the Directors of the Company to allot and issue up to 100,000,000 Shares in the
capital of the Company at an issue price which is at least 80% of the average
market price for the Company's shares on ASX over the 5 trading days preceding
the date on which the issue is made and otherwise on the terms and conditions
set out in the Explanatory Statement accompanying this Notice of Annual General
Meeting."
The Company will disregard any votes cast on Resolution 5 by any person who may
participate in the proposed issue and by any person who might obtain a benefit,
except a benefit solely in the capacity of a shareholder, if the resolution is
passed and any person associated with those persons. However, the Company need
not disregard a vote if it is cast by a person as proxy for a person who is
entitled to vote, in accordance with the directions on the proxy form or it is
cast by the person chairing the meeting as proxy for a person who is entitled to
vote, in accordance with a direction on the proxy form to vote as the proxy
decides.
DATED THIS 21st DAY OF SEPTEMBER 2004
BY ORDER OF THE BOARD
MS JULIE WOLSELEY
COMPANY SECRETARY
GIPPSLAND LIMITED
ABN 31 004 766 376
EXPLANATORY STATEMENT
This Explanatory Statement and all attachments are important documents. They
should be read carefully.
If you have any questions regarding the matters set out in this Explanatory
Statement or the preceding Notice, please contact the Company, your stockbroker
or other professional adviser.
Certain abbreviations and other defined terms are used throughout this
Explanatory Statement. Defined terms are generally identifiable by the use of an
upper case first letter. Details of the definitions and abbreviations used are
set out in the Glossary contained in this Explanatory Statement.
1. GENERAL INFORMATION
This Explanatory Statement has been prepared for the shareholders of Gippsland
Limited (Gippsland or the Company) in connection with the Annual General Meeting
of the Company to be held on Monday 25 October 2004.
2. RESOLUTION 1
Resolution 1 seeks approval for the re-election of Mr RJ Telford as a Director.
The Constitution requires that at an Annual General Meeting of the Company one
third of the Directors for the time being shall retire from office. A retiring
Director is eligible for re-election.
Mr RJ Telford retires by rotation, is eligible for re-election and puts himself
forward for re-election at this Annual General Meeting.
3. RESOLUTION 2
Listing Rule 7.4
Listing Rule 7.4 permits the ratification of previous issues of securities made
without prior shareholder approval, provided the issue did not breach the 15%
threshold set by Listing Rule 7.1. The effect of such a ratification is to
restore a company's maximum discretionary power to issue further shares up to
15% of the issued capital of the company without requiring shareholder approval.
Resolution 2 has been included so that shareholders may ratify pursuant to
Listing Rule 7.4 the previous issue, made on 5 December 2003, of 6,000,000
Shares at an issue price of 5 cents per Share (to raise $300,000 before
expenses) along with 3,000,000 free attaching Listed Options each with an
exercise price of 9 cents and expiring on 31 December 2007, to various clients
of the Australian stockbroking firm Kirke Securities Pty Ltd.
$300,000 before expenses was raised from the issue. The Company used the cash
funds raised by the issue to replenish the Company's cash position and to
provide additional capital for the exploitation and development of the Company's
Abu Dabbab tantalum, tin and feldspar deposit located in the Abu Dabbab area of
the Central Eastern Desert of the Arab Republic of Egypt.
The Company currently has 139,528,359 Shares on issue which are listed on ASX
and AIM. The Company currently has on issue 43,771,393 Listed Options each with
an exercise price of 9 cents and expiring on 31 December 2007 which are listed
on ASX and AIM. These aforementioned figures include the Shares and Listed
Options the subject of this Resolution 2. The Company also has on issue
2,790,567 Unlisted Options each with an exercise price of 2.8 UK pence and
expiring on 8 March 2007.
The Company wishes to ratify this issue pursuant to Listing Rule 7.4, in order
to allow the Company to have the right to place up to a further 15% of its
issued capital at any time during the next 12 months. The information required
to be given to shareholders pursuant to Listing Rule 7.5 is contained in both
this Explanatory Statement and the notes to Resolution 2 as set out in the
Notice of Annual General Meeting. All Shares issued pursuant to Resolution 2
ranked equally with the existing ordinary shares on issue.
4. RESOLUTION 3
Resolution 3 has been included so that shareholders may ratify pursuant to
Listing Rule 7.4 the previous issue, made on 8 March 2004 in the United Kingdom,
of 2,790,567 Unlisted Options each with an exercise price of 2.8 UK pence (which
equated to 6.8 Australian cents per Share) and expiring on 8 March 2007, to UK
stockbroking firm Hoodless Brennan & Partners PLC as part consideration for
their services rendered in assisting in the listing of the Company's securities
on AIM.
No cash funds were raised by the grant of these 2,790,567 Unlisted Options.
The Directors, in conjunction with the Company's advisers, have also attempted
to assess the theoretical value of these 2,790,567 Unlisted Options granted to
Hoodless Brennan & Partners PLC by reference to the Black and Scholes valuation
method and on the basis of the following assumptions:
* the exercise price of the Unlisted Options is 6.8 cents each;
* the Unlisted Options each a term expiring on 8 March 2007;
* the share price at the time of the grant was 8.1 cents;
* the advisers have also assumed a risk free rate (3 year bond rate)
of 5%;
* the advisers have also assumed a volatility factor of 100%.
Based on these assumptions and advice from the Company's advisers, it is
considered that the estimated theoretical value of the Unlisted Options is 5.5
cents each. Accordingly the theoretical value of the grant of these 2,790,567
Unlisted Options to Hoodless Brennan & Partners PLC was $153,481 (2,790,567 x
0.055 cents each).
The Company currently has 139,528,359 Shares on issue which are listed on ASX
and AIM. The Company currently has on issue 43,771,393 Listed Options each with
an exercise price of 9 cents and expiring on 31 December 2007 which are listed
on ASX and AIM. The Unlisted Options granted to Hoodless Brennan & Partners PLC
the only Unlisted Options on issue.
The Company wishes to ratify this issue pursuant to Listing Rule 7.4, in order
to allow the Company to have the right to place up to a further 15% of its
issued capital at any time during the next 12 months. The information required
to be given to shareholders pursuant to Listing Rule 7.5 is contained in both
this Explanatory Statement and the notes to Resolution 3 as set out in the
Notice of Annual General Meeting.
5. RESOLUTION 4
Resolution 4 has been included so that shareholders may ratify pursuant to
Listing Rule 7.4 the previous issue, made on 8 March 2004 in the United Kingdom,
of 100,000 Listed Options each with an exercise price of 9 cents and expiring on
31 December 2007, to UK public relations firm Conduit PR as part consideration
for their services rendered in assisting in the listing of the Company's
securities on AIM.
No cash funds were raised by the grant of these 100,000 Listed Options which are
listed on ASX and AIM.
These 100,000 Listed Options were issued with terms and conditions which are
identical to the current ASX and AIM listed option class and these 100,000
Listed Options are now all listed for quotation on the ASX and AIM and they rank
pari passu with existing ASX and AIM listed options.
On the date of the grant of these 100,000 Listed Options (which was 8 March
2004) this class of options was listed on ASX and such options were trading at
3.7 cents each. Accordingly the value of the grant of these Listed Options to
Conduit PR is $3,700 (100,000 x $0.037).
The Company currently has 139,528,359 Shares on issue which are listed on ASX
and AIM. The Company currently has on issue 43,771,393 Listed Options each with
an exercise price of 9 cents and expiring on 31 December 2007 which are listed
on ASX and AIM. These aforementioned figures include the 100,000 Listed Options
the subject of this Resolution 4. The Company also has 2,790,567 Unlisted
Options each with an exercise price of 2.8 UK pence and expiring on 8 March
2007.
The Company wishes to ratify this issue pursuant to Listing Rule 7.4, in order
to allow the Company to have the right to place up to a further 15% of its
issued capital at any time during the next 12 months. The information required
to be given to shareholders pursuant to Listing Rule 7.5 is contained in both
this Explanatory Statement and the notes to Resolution 4 as set out in the
Notice of Annual General Meeting.
6. RESOLUTION 5
Resolution 5 - Approval to the Issue of 100,000,000 Shares
Listing Rule 7.1
Listing Rule 7.1 provides that a listed company may not issue securities in any
12 month period where the total number of securities to be issued exceeds 15% of
the number of fully paid ordinary securities on issue 12 months before the date
of issue, except with the prior approval of members of the company in general
meeting of the terms and conditions of the proposed issue or where the issue is
pro rata to all shareholders in accordance with their existing shareholdings.
The Company is seeking shareholder approval to permit it to issue up to
100,000,000 Shares via a placement, at an issue price equal to at least 80% of
the average market price of the Company's Shares on ASX over 5 trading days
preceding the day on which the placement is issued.
The Company will use these funds raised by the issue of the 100,000,000 Shares
the subject of Resolution 5 to develop the Company's Abu Dabbab tantalum, tin
and feldspar deposit located in the Abu Dabbab area of the Central Eastern
Desert of the Arab Republic of Egypt.
For the purposes of Listing Rule 7.3, the following information is provided in
relation to Resolution 5 to allow shareholders to assess the proposed issue of
up to 100,000,000 Shares as contemplated by Resolution 5:
(a) the maximum number of Shares in the capital of the Company to be allotted
and issued is 100,000,000 Shares;
(b) the Shares the subject of Resolution 5 will be issued and allotted no later
than (3) months after the date of this Annual General Meeting;
(c) the issue price of the Shares proposed to be allotted and issued will be a
price equal to at least 80% of the average market price of the Company's shares
on ASX over 5 trading days preceding the day on which the placement is made;
(d) the allottees in respect of Resolution 5 are not, as yet, identifiable, but
will be subscribers to be identified by the Company and any brokers appointed by
the Company to manage the issue;
(e) in relation to Resolution 5, by way of an example, in the event that the
Company's share price was 20 cents, then 80% of this price is 16 cents.
100,000,000 shares at 16 cents per share totals to $16,000,000;
(f) the Shares to be issued will rank pari passu on allotment and issue with
the existing Shares of the Company; and
(g) the Company will use the funds raised by the issue of the 100,000,000
Shares the subject of Resolution 5 to replenish the Company's cash position and
to provide capital for the development of the Company's Abu Dabbab tantalum, tin
and feldspar deposit located in the Abu Dabbab area of the central eastern
desert of the Arab Republic of Egypt.
7. ENQUIRIES
Shareholders are invited to contact the Company Secretary, Julie Wolseley on
(08) 9389 8611 if they have any queries in respect of the matters set out in
these documents.
GLOSSARY
"AIM" means the Alternative Investment Market of the London Stock Exchange;
"ASX" means Australian Stock Exchange Limited;
"Company" or "Gippsland" means Gippsland Limited ABN 31 004 766 376;
"Corporations Act" means the Corporations Act 2001 (Cth);
"Directors" means the directors of the Company;
"Listed Option" means an option to acquire one Share exercisable at 9 cents and
expiring on 31 December 2007, on the terms and conditions set out in Annexure A
to the Explanatory Statement accompanying this Notice;
"Listing Rules" means the Listing Rules of ASX;
"Notice" or "Notice of Annual General Meeting" means the notice of meeting which
accompanies this Explanatory Statement (including Annexures A and B);
"Shares" means fully paid ordinary shares in the Company; and
"Unlisted Option" means an option to acquire one Share exercisable at 2.8 UK
pence (which equates to 6.8 Australian cents) per Share and expiring on 8 March
2007 on the terms and conditions set out in Annexure B to the Explanatory
Statement accompanying this Notice.
ANNEXURE A
TERMS OF LISTED OPTIONS
The following are the rights attaching to the Listed Options that are the
subject of the Resolutions being put before shareholders. These Listed Options
have the same terms and conditions as the Company's current ASX and AIM quoted
options:
* The options will be issued for no consideration;
* A holding statement will be issued for the options;
* The options will expire at 5.00pm WST on 31 December 2007 ("Expiry
Date");
* The option is a right in favour of the option holder to subscribe for
one share;
* The option holder may exercise options any time prior to the Expiry
Date;
* Shares allotted to option holders on exercise of options will be issued
at 9 cents each ("Exercise Price");
* The Exercise Price of shares the subject of the options will be payable
in full on exercise of the options;
* Options will be exercisable by the delivery to the registered office of
the Company of a notice in writing stating the intention of the option
holder to:
(a) exercise all or a specified number of options; and
(b) pay the subscription monies in full for the exercise of each
option ("Notice").
* The Notice must be accompanied by a holding statement and a cheque made
payable to the Company for the subscription monies for the shares. An
exercise of only some options will not affect the rights of the option
holder to the balance of the options held by the option holder. The Notice
must be received by the Company prior to the Expiry Date.
* The Company will allot the resultant shares and deliver the holding
statement within five (5) business days of the exercise of the options;
* The Company will apply for Official Quotation on ASX and AIM of the
options, subject to the requirements for quotation being satisfied;
* The options will be freely transferable;
* Shares allotted pursuant to an exercise of the options shall rank, from
the date of allotment, equally with existing ordinary fully paid shares of
the Company in all respects;
* The Company will in accordance with the Listing Rules make application
to have shares allotted pursuant to an exercise of options listed for
Official Quotation on ASX and AIM;
* In the event of any reconstruction (including consolidation,
subdivision, reduction or return) of the authorised or issued capital of the
Company, the number of the options or the exercise price of the options or
both will be reconstructed (as appropriate) in accordance with the Listing
Rules of ASX; and
* The options will not give any right to participate in dividends, bonus
issues or new issues until shares are allotted pursuant to the exercise of
the relevant options. There is no right to change the exercise price of
options if the Company completes a bonus or new issue.
ANNEXURE B
TERMS OF UNLISTED OPTIONS
The following are the rights attaching to the 2,790,567 Unlisted Options that
are the subject of Resolution 3 being put before shareholders.
* The options will be issued for 1 consideration;
* An option certificate will be issued for the 2,790,567 options;
* The options will expire at 5.00pm Perth time on 8 March 2007 ("Expiry
Date");
* The option is a right in favour of the option holder to subscribe for
one share;
* The option holder may exercise options any time prior to the Expiry
Date;
* Shares allotted to option holders on exercise of options will be issued
at 2.8 UK pence each ("Exercise Price");
* The Exercise Price of shares the subject of the options will be payable
in full on exercise of the options;
* Options will be exercisable by the delivery to the registered office of
the Company of a notice in writing stating the intention of the option
holder to:
(a) exercise all or a specified number of options (but in multiples of
1,000); and
(b) pay the subscription monies in full for the exercise of each option
("Notice").
* The Notice must be accompanied by the option certificate and a cheque
made payable to the Company for the subscription monies for the shares. An
exercise of only some options will not affect the rights of the option
holder to the balance of the options held by the option holder. The Notice
must be received by the Company prior to the Expiry Date.
* The Company will allot the resultant shares and deliver the holding
statement within five (5) business days of the exercise of the options;
* The Company will not apply for Official Quotation on ASX and AIM of any
of the options;
* The options will be freely transferable;
* Shares allotted pursuant to an exercise of the options shall rank, from
the date of allotment, equally with existing ordinary fully paid shares of
the Company in all respects;
* The Company will in accordance with the Listing Rules make application
to have shares allotted pursuant to an exercise of options listed for
Official Quotation on ASX and AIM;
* In the event of any reconstruction (including consolidation,
subdivision, reduction or return) of the authorised or issued capital of the
Company, the number of the options or the exercise price of the options or
both will be reconstructed (as appropriate) in accordance with the Listing
Rules of ASX; and
* The options will not give any right to participate in dividends, bonus
issues or new issues until shares are allotted pursuant to the exercise of
the relevant options. There is no right to change the exercise price of
options if the Company completes a bonus or new issue.
End
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The company news service from the London Stock Exchange
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