Notice of General Meeting
March 02 2010 - 4:10AM
UK Regulatory
TIDMGPN
RNS Number : 9192H
Gladstone Pacific Nickel Limited
02 March 2010
2 March 2010
Gladstone Pacific Nickel Limited
ACN 104 261 887
Notice of General Meeting
Gladstone Pacific Nickel Limited (the "Company") announces that, further to the
announcement of 9 February 2010, a General Meeting of members will be held at
6pm (Australian Eastern Standard Time) on Friday 9 April 2010 at Level 2, 380
Queen Street, Brisbane 4000, Australia.
The notice of General Meting, including an Explanatory Memorandum is being
posted to shareholders. Extracts are set out below and a copy of the full notice
will be available at the Company's website at: www.gladstonepacific.com.au.
For further information please contact:
Gladstone Pacific Nickel Ltd
Julien McInally
Tel: +61 (0) 7 3231 7100
Email: info@gladstonepacific.com.au
Grant Thornton Corporate Finance
Gerry Beaney / Robert Beenstock
Tel: +44 207 383 5100
Arbuthnot Securities
John Prior
Tel: +44 207 012 2000
Notice of General Meeting (Extract)
Notice is hereby given that a General Meeting of members of Gladstone Pacific
Nickel Limited (ACN 104 261 887) (the "Company") will be held as follows:
Date: 9 April 2010
Time: 6:00 pm - Brisbane, Australia (AEST)
Venue: Level 2, 380 Queen Street, Brisbane, Australia.
The attached Explanatory Memorandum explains the items of business to be
considered at the General Meeting and forms part of, and should be read in
conjunction with, this notice. Capitalised terms in this notice are defined in
the Explanatory Memorandum.
The following resolutions have been proposed by Shareholders who collectively
hold more than 5% of the shares on issue and are party to a notice under section
249D of the Corporations Act 2001 (Cth) received by the Company on the 9th
February 2010 and requiring the Company to convene this general meeting.
Agenda
RESOLUTION 1 Removal of Mr James Henderson as a Director
To consider and, if thought appropriate pass, the following Ordinary Resolution:
"That, in accordance with rule 100 of the Company's constitution, Mr James
Gilbert Henderson be removed from office as a Director of the Company with
effect from closure of the General Meeting."
RESOLUTION 2 Appointment of Mr Vimal Sharma as a Director
To consider and, if thought appropriate pass, the following Ordinary Resolution:
"That, in accordance with rule 100 of the Company's constitution, Mr Vimal Kumar
Sharma, having consented to his nomination as a Director of the Company, is
appointed as a Director of the Company with effect from closure of the General
Meeting."
RESOLUTION 3 Removal of Mr Benjamin Hill as a Director
To consider and, if thought appropriate pass, the following Ordinary Resolution:
"That, in accordance with rule 100 of the Company's constitution, Mr Benjamin
Samuel Hill be removed from office as a Director of the Company with effect from
closure of the General Meeting."
RESOLUTION 4 Appointment of Mr William Haseler as a Director
To consider and, if thought appropriate pass, with or without amendment, the
following Ordinary Resolution:
"That, in accordance with rule 100 of the Company's constitution, Mr William
Thomas Haseler, having consented to his nomination as a Director of the Company,
is appointed as a Director of the Company with effect from closure of the
General Meeting."
By order of the Board of Directors
Julien McInally
Company Secretary
Gladstone Pacific Nickel Limited
2nd March 2010
Explanatory Memorandum
This Explanatory Memorandum explains the items of business to be considered at
the General Meeting ("Meeting") to be held on 9th April 2010 and should be read
in conjunction with the Notice of Meeting.
Background
On the 9th February 2010 the Company received a request to hold a general
meeting of Shareholders in accordance with section 249D of the Corporations Act
2001 (Cth) from Shareholders holding more than 5% of the votes that may be cast
at a general meeting of the Company ("Request Notice"). The Request Notice was
requested by Mineralogy Pty Ltd a wholly owned entity of Mr Clive Palmer. Mr
Clive Palmer and his related entities hold a total of 50.04% of the ordinary
shares on issue of the Company. The Request Notice was to consider the
Resolutions 1, 2, 3 and 4 as indicated in this Explanatory Memorandum which is
to remove two Directors of the Company and appoint two new Directors of the
Company.
Section 203D of the Corporations Act 2001 (Cth) provides the right for a
Director being considered for removal to put their case to Shareholders by
giving a written statement for circulation to members prior to the meeting
occurring. The Directors the subject of the removal resolutions have reserved
their rights to send to shareholders their written statement prior to the
General Meeting.
Information about Director Candidates
The following information about the candidates for appointment as directors have
been provided by them and has been accepted and included in this notice in good
faith by the Company. This information has not been verified by the Company and
to the fullest extent permitted by law, the Company disclaims responsibility for
this information.
RESOLUTION 2 Appointment of Mr Vimal Sharma as a Director
Mr Sharma is a key executive of Mineralogy Group and manages its Western
Australian operations since 1999. Mr Sharma, played a key role in management of
the technical feasibility study of the Mineralogy iron ore project which was
acquired in 2006 by the Hong Kong based CITIC Pacific Ltd. Mr Sharma is also a
Director on the Board of ASX listed company, Australasian Resources Ltd; a
Director of its wholly owned subsidiary, the International Minerals Pty Ltd
which is developing the Balmoral South Iron Ore project. Prior to taking charge
of Mineralogy's Western Australian operations, Mr. Sharma was employed by a
major New South Wales Government authority. He was also a Director of Project
Management for a technology development company. Mr Sharma has over 20 years
experience in a variety of roles in international trade, investment and business
development. He has also set up and conducted product development and quality
control and marketing for numerous enterprises. Mr Sharma has been involved in
the promotion of industry investments throughout Asia, Europe and the South
Pacific and has represented in various international negotiations.
RESOLUTION 4 Appointment of Mr William Haseler as a Director
Mr William Haseler is the company lawyer for Mineralogy Pty Ltd (a wholly owned
subsidiary of Mr Clive Palmer). He has 20 years experience as a
litigation/company lawyer and has extensive experience in company law, contracts
and joint ventures. Mr. Haseler has, in the course of his legal career appeared
and instructed on many matters in the Supreme Courts of Queensland and New South
Wales, the Appeal Courts and the High Court of Australia. He has been the legal
advisor in litigation, mediation and arbitration matters to one of Australia's
top four banks. Mr. Haseler holds a current practising certificate as a
solicitor of the Supreme Court of Queensland.
All Enquires in relation to this Notice of Meeting and Explanatory Memorandum
should be directed to the Company Secretary, Mr Julien McInally (telephone +61 7
3231 7100).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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