RNS Number:3207R
Hardman Resources Limited
27 October 2003
HARDMAN RESOURCES LTD
ABN 98 009 210 235
NOTICE OF ANNUAL GENERAL MEETING
EXPLANATORY MEMORANDUM
AND
PROXY FORM
Date of Meeting
28 November 2003
Time of Meeting
9.30 am
Place of Meeting
Ballroom West
Burswood Convention Centre
Great Eastern Highway
Burswood
Western Australia
HARDMAN RESOURCES LTD
ABN 98 009 210 235
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of
HARDMAN RESOURCES LTD ("the Company") will be held at Ballroom West, Burswood
Convention Centre, Great Eastern Highway, Burswood, Western Australia, on Friday
28 November 2003 at 9.30 am WST for the purpose of transacting the following
business.
An Explanatory Memorandum containing information in relation to the following
Resolutions accompanies this Notice of Meeting.
AGENDA
BUSINESS
Annual Accounts
To receive and consider the annual financial statements of the Company, the
Directors' Report and the Independent Audit Report for the year ended 30 June
2003.
Resolution 1 - Re-election of Mr Alan Burns
To consider, and if thought fit, to pass the following resolution as an ordinary
resolution:
"That Mr Alan Burns, a Director of the Company who retires in accordance with
the Company's Constitution and, being eligible, offers himself for re-election,
be re-elected as a Director of the Company".
Resolution 2 - Appointment of Auditor
To consider, and if thought fit, to pass the following resolution as an ordinary
resolution:
"That PricewaterhouseCoopers be appointed as auditor of the Company".
A copy of the nomination letter is contained in Appendix 1 to this Notice of
Annual General Meeting.
Resolution 3 - Ratification of Placement
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That, pursuant to and in accordance with Listing Rule 7.4 of the Listing Rules
of the Australian Stock Exchange Limited, the Company approve and ratify the
issue of 42,727,270 fully paid ordinary shares in the capital of the Company at
a price of 22 pence each for shares issued to clients of Oriel Securities
Limited between 29 July and 3 August 2003."
The Company will disregard any votes cast on Resolution 3 by any of the
allottees and any associates of 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 4 - Grant of options to Director - Mr Ted Ellyard
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That pursuant to and in accordance with Rule 10.11 of the Listing Rules of
Australian Stock Exchange Limited and section 208 of the Corporations Act 2001
(Commonwealth of Australia) and for all other purposes, the Company approves and
authorises the Directors to grant to Mr Ted Ellyard (or his nominee or nominees)
2,000,000 options exercisable at $1.10 each and on the terms and conditions set
out in Appendix 1 to the Explanatory Memorandum accompanying this Notice of
Annual General Meeting."
The Company will in accordance with section 224 of the Corporations Act 2001
(Commonwealth of Australia) disregard any votes cast on Resolution 4 by Mr
Ellyard and any associate of Mr Ellyard. However, the Company need not
disregard a vote if it is cast by a person as a proxy appointed in writing that
specifies how the proxy is to vote on the proposed resolution and it is not cast
on behalf of Mr Ellyard or an associate of Mr Ellyard.
Resolution 5 - Grant of options to Director - Mr Scott Spencer
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That pursuant to and in accordance with Rule 10.11 of the Listing Rules of
Australian Stock Exchange Limited and section 208 of the Corporations Act 2001
(Commonwealth of Australia) and for all other purposes, the Company approves and
authorises the Directors to grant to Mr Scott Spencer (or his nominee or
nominees) 1,200,000 options exercisable at $1.10 each and on the terms and
conditions set out in Appendix 1 to the Explanatory Memorandum accompanying this
Notice of Annual General Meeting."
The Company will in accordance with section 224 of the Corporations Act 2001
(Commonwealth of Australia) disregard any votes cast on Resolution 5 by Mr
Spencer and any associate of Mr Spencer. However, the Company need not
disregard a vote if it is cast by a person as a proxy appointed in writing that
specifies how the proxy is to vote on the proposed resolution and it is not cast
on behalf of Mr Spencer or an associate of Mr Spencer.
Resolution 6 - Grant of options to Director - Mr Alan Burns
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That pursuant to and in accordance with Rule 10.11 of the Listing Rules of
Australian Stock Exchange Limited and section 208 of the Corporations Act 2001
(Commonwealth of Australia) and for all other purposes, the Company approves and
authorises the Directors to grant to Mr Alan Burns (or his nominee or nominees)
800,000 options exercisable at $1.10 each and on the terms and conditions set
out in Appendix 1 to the Explanatory Memorandum accompanying this Notice of
Annual General Meeting."
The Company will in accordance with section 224 of the Corporations Act 2001
(Commonwealth of Australia) disregard any votes cast on Resolution 6 by Mr Burns
and any associate of Mr Burns. However, the Company need not disregard a vote
if it is cast by a person as a proxy appointed in writing that specifies how the
proxy is to vote on the proposed resolution and it is not cast on behalf of Mr
Burns or an associate of Mr Burns.
Resolution 7 - Grant of options to Director - Mr Peter Raven
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That pursuant to and in accordance with Rule 10.11 of the Listing Rules of
Australian Stock Exchange Limited and section 208 of the Corporations Act 2001
(Commonwealth of Australia) and for all other purposes, the Company approves and
authorises the Directors to grant to Mr Peter Raven (or his nominee or nominees)
250,000 options exercisable at $1.10 each and on the terms and conditions set
out in Appendix 1 to the Explanatory Memorandum accompanying this Notice of
Annual General Meeting."
The Company will in accordance with section 224 of the Corporations Act 2001
(Commonwealth of Australia) disregard any votes cast on Resolution 7 by Mr Raven
and any associate of Mr Raven. However, the Company need not disregard a vote
if it is cast by a person as a proxy appointed in writing that specifies how the
proxy is to vote on the proposed resolution and it is not cast on behalf of Mr
Raven or an associate of Mr Raven.
Resolution 8 - Grant of options to Employees and Consultants
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That pursuant to and in accordance with Listing Rule 7.1 of the
Listing Rules of the Australian Stock Exchange Limited approval be given for the
Directors to grant a maximum of 6,250,000 options exercisable at $1.10 each to
Employees and Consultants to the Company (or their respective approved nominee
or nominees), such number to each person being at the discretion of the Board of
Directors but having due regard to the skills, expertise, experience and length
of service of those persons, on the terms and conditions as detailed in Appendix
1 to this Notice of Annual General Meeting."
The Company will disregard any votes cast on Resolution 8 by the participants
and any associates of 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.
By order of the Board
___________________
Kathryn Davies
Company Secretary
Dated: 15 October 2003
PROXIES
A shareholder entitled to attend and vote at this General Meeting of
shareholders may 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.
A proxy may, but need not, be a shareholder of the Company.
Proxy forms must reach the Australian share registry of the Company at least 48
hours prior to the meeting.
HARDMAN RESOURCES LTD
ABN 98 009 210 235
PROXY FORM
The Australian Share Registrar
HARDMAN RESOURCES LTD
Address: 770 Canning Highway OR PO Box 535
Applecross Applecross
WESTERN AUSTRALIA 6153 WESTERN AUSTRALIA 6953
Facsimile: (08) 9315 2233 - domestic, +618 9315 2233 - international
I/We (name of shareholder) ...........................................
of (address)
being a member/members of Hardman Resources Ltd hereby appoint
(name) ....................................................................
of (address)
and/or failing that person (name) ............................................
of (address) .................................................................
or failing that person then the Chairman of the Meeting as my/our proxy to vote
for me/us and on my/our behalf at a General Meeting of the Company to be held at
Ballroom West, Burswood Convention Centre, Great Eastern Highway, Burswood,
Western Australia on 28 November 2003 at 9.30 am, and at any adjournment of the
meeting.
Should you so desire to direct the Proxy how to vote, you should place a cross
in the appropriate box(es) below:
I/We direct my/our Proxy to vote in the following manner: For Against Abstain
Resolution 1 - Re-election of Mr Alan Burns
Resolution 2 - Appointment of Auditor
Resolution 3 - Ratification of Placement
Resolution 4 - Grant of options to Director, Mr Ted Ellyard
Resolution 5 - Grant of options to Director, Mr Scott Spencer
Resolution 6 - Grant of options to Director, Mr Alan Burns
Resolution 7 - Grant of options to Director, Mr Peter Raven
Resolution 8 - Grant of options to Employees and Consultants
If no directions are given my proxy may vote as the proxy thinks fit or may
abstain.
If you do not wish to direct your proxy how to vote, please place a mark in the
box.
By marking this box, you acknowledge that the Chairman may exercise your proxy
even if he has an interest in the outcome of Resolutions 1 to 8 and votes cast
by him other than as proxy holder will be disregarded because of that interest.
The Chairman intends to vote in favour of all resolutions.
Dated: 2003.
This Proxy is appointed to represent ____% of my voting rights, or if 2 proxies are appointed Proxy 1 represents _____%
and Proxy 2 represents ____% of my total votes.
My total voting rights are ________shares.
If the shareholder is an individual:
Name: _______________________________ Signature: _______________________________
If the shareholder is a company: Affix common seal (if required by Constitution)
_____________________________ ______________________________
Director/Sole Director and Secretary Director/Secretary
INSTRUCTIONS FOR APPOINTMENT OF PROXY
1. A shareholder entitled to attend and vote is entitled to appoint no
more than two proxies to attend and vote at this General Meeting as the
shareholder's proxy. A proxy need not be a shareholder of the Company.
2. Where more than one proxy is appointed, each proxy must be appointed
to represent a specific proportion of the shareholder's voting rights. If such
appointment is not made then each proxy may exercise half of the shareholder's
voting rights. Fractions shall be disregarded.
3. The proxy form must be signed personally by the shareholder or his
attorney duly authorised in writing. If a proxy is given by a corporation, the
proxy must be executed under either the common seal of the corporation or under
the hand of an officer of the Company or its duly authorised attorney. In the
case of joint shareholders, this proxy must be signed by at least one of the
joint shareholders, personally or by a duly authorised attorney.
4. If a proxy is executed by an attorney of a shareholder, then the
original of the relevant power of attorney or a certified copy of the relevant
power of attorney, if it has not already been noted by the Company, must
accompany the proxy form.
5. To be effective, forms to appoint proxies must be received by the
Company no later than 48 hours before the time appointed for the holding of this
General Meeting that is by 9.30 am WST on 26 November 2003 by post or facsimile
to the Australian Share Registry of the Company at its address stipulated on the
front of this proxy form.
6. If the proxy form specifies a way in which the proxy is to vote on
any of the resolutions stated above, then the following applies:
(a) the proxy need not vote on a show of hands, but if the proxy
does so, the proxy must vote that way; and
(b) if the proxy has 2 or more appointments that specify
different ways to vote on the resolution, the proxy must not vote on a show of
hands; and
(c) if the proxy is the Chairperson, the proxy must vote on a
poll and must vote that way, and
(d) if the proxy is not the Chairperson, the proxy need not vote
on a poll, but if the proxy does so, the proxy must vote that way.
If a proxy is also a shareholder, the proxy can cast any votes the proxy holds
as a shareholder in any way that the proxy sees fit.
HARDMAN RESOURCES LTD
ABN 98 009 210 235
EXPLANATORY MEMORANDUM
This Explanatory Memorandum is intended to provide shareholders in Hardman
Resources Ltd ("Hardman" or "the Company") with sufficient information to assess
the merits of Resolutions 2 to 8 contained in the accompanying Notice of Annual
General Meeting of the Company ("Notice of Annual General Meeting").
The Directors recommend that shareholders read this Explanatory Memorandum in
full before making any decision in relation to the Resolutions.
You are encouraged to complete the Proxy Form if you are unable to attend the
Annual General Meeting and return it to the Australian Share Registry of the
Company not less than 48 hours before the time of commencement of the Meeting.
The following information should be noted in respect of the various matters
contained in the accompanying Notice of Annual General Meeting:
RESOLUTION 2 - APPOINTMENT OF AUDITOR
Following is a copy of the letter nominating the appointment of
PricewaterhouseCoopers as auditor of the Company:
Aubrey Consulting Pty Ltd
PO Box 869
WEST PERTH WA 6872
7 October 2003
Ms Kathryn Davies
Hardman Resources Ltd
Ground Floor
5 Ord Street
WEST PERTH WA 6005
Dear Ms Davies
Nomination of Auditor
In accordance with the provisions of section 328 of the Corporations Act 2001,
Aubrey Consulting Pty Ltd, being a member of Hardman Resources Ltd, hereby
nominates PricewaterhouseCoopers for appointment as auditor of that Company.
Yours faithfully
AUBREY CONSULTING PTY LTD
S S SPENCER
DIRECTOR
RESOLUTION 3 - RATIFICATION OF SHARE ISSUE
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.
Listing Rule 7.4 provides that an issue of securities made without approval
under Listing Rule 7.1 is treated as having been made with approval for the
purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and
shareholders subsequently approve the issue.
Resolution 3 seeks shareholder approval for the purpose of Listing Rule 7.4 to
the issue between 29 July 2003 and 3 August 2003 of a total of 42,727,270 fully
paid ordinary shares in the capital of the Company. The shares were issued at
22 pence each (approximately 55 cents) to clients of Oriel Securities Limited,
one of the Company's Corporate Brokers in the United Kingdom.
Shareholder approval will re-instate the Company's 15% threshold available under
Listing Rule 7.1.
The amount raised from the issue will predominantly be used for additional
funding of Hardman's ongoing exploration programmes, particularly in Mauritania,
and also for working capital and to pay the expenses of the issue. The actual
allocation of the funds for each specific exploration programme will be
determined once the relevant joint venture budgets are agreed.
RESOLUTIONS 4, 5, 6 AND 7 - GRANT OF OPTIONS TO DIRECTORS
It is proposed to grant a total of 4,250,000 incentive options to the Directors.
The grant of options is designed to encourage recipients to have a greater
involvement in the achievement of the Company's objectives and to provide an
incentive by participating in the future growth and prosperity of the Company
through share ownership.
The incentives to the Directors, represented by the grant of these options, is
considered a cost effective and efficient reward and incentive for the Company,
as opposed to alternative forms of incentive, such as the payment of additional
cash compensation.
Corporations Act Requirements - Related Party Transactions; and ASX Listing
Rules 7.1, 10.11 and 10.13
Chapter 2E of the Corporations Act prohibits a public company from giving a
financial benefit to a related party of the public company. The exceptions to
this prohibition include where:
1. the public company first obtains the approval of its shareholders in
General Meeting;
2. the terms and conditions upon which the financial benefit is being given
are no more favourable to the related party than those on which it is reasonable
to expect that the public company would give the benefit directly if dealing
with the related party at arm's length in the same circumstances; or
3. the transaction falls within one of the other nominated exceptions to
the provisions.
A "related party" for the purposes of the Corporations Act is defined widely.
It includes a Director (both past and present) of the public company, specified
members of the Director's family and persons whom the entity believes may be a
related party in the future. It also includes an entity over which a Director
maintains control. For the purposes of Chapter 2E each Director is considered a
related party of the Company.
A "financial benefit" for the purposes of the Corporations Act is also defined
widely. It includes a public company paying money to another entity. It also
includes the public company issuing securities or granting an option over the
securities (ie options) in the company. In determining whether or not a
financial benefit is being given, it is necessary to look to the economic and
commercial substance and effect of the transaction (rather than just the legal
form) and any consideration which has been given is to be disregarded, even if
it is full or adequate. Resolutions 4, 5, 6 and 7 provide for the grant of
options to Directors of the Company which are financial benefits requiring
shareholder approval.
In addition, Listing Rule 10.11 of the Listing Rules of the ASX requires
shareholder approval to the proposed issue of the options. Listing Rule 10.11
broadly requires, subject to certain exceptions, shareholders' approval by
special resolution to any issue by a listed company of securities to a related
party.
Accordingly, Messrs Burns, Ellyard, Spencer and Raven are related parties of the
Company and approval is required pursuant to Listing Rule 10.11.
This issue and allotment of options to the Directors shall be completed within
one month of the date of the General Meeting at which the Resolution is
approved.
As approval of shareholders is being sought pursuant to Listing Rule 10.11,
under Listing Rule 7.2 Exception 14, approval under Listing Rule 7.1 is not
required.
The related party to whom the proposed resolution would permit the financial
benefit to be given
Subject to approval options will be granted as follows:
Mr Ted Ellyard 2,000,000
Mr Scott Spencer 1,200,000
Mr Alan Burns 800,000
Mr Peter Raven 250,000
The nature of the financial benefit
The proposed financial benefit to be given is the grant of options for no
consideration to the named Directors. The options may then be exercised in
accordance with the terms and conditions contained in Appendix 1.
Directors' recommendation
Mr Ellyard declines to make a recommendation about resolution 4 as he has a
material personal interest in the outcome of the resolution as it is proposed to
grant options to himself. Mr Ellyard recommends resolutions 5, 6 and 7 as an
appropriate method of providing an incentive to maximise shareholder value by
achieving and participating in the long term objectives of the Company, as
recognition of the performance and contributions by those persons to the success
of the Company and to assist in retaining persons of ability and value to the
Company.
Mr Spencer declines to make a recommendation about resolution 5 as he has a
material personal interest in the outcome of the resolution as it is proposed to
grant options to himself. Mr Spencer recommends resolutions 4, 6 and 7 as a
valuable method of providing an incentive to maximise shareholder value by
achieving and participating in the long term objectives of the Company, as
recognition of the performance and contributions by those persons to the success
of the Company and to assist in retaining persons of ability and value to the
Company.
Mr Burns declines to make a recommendation about resolution 6 as he has a
material personal interest in the outcome of the resolution as it is proposed to
grant options to himself. Mr Burns recommends resolutions 4, 5 and 7 as a
valuable method of providing an incentive to maximise shareholder value by
achieving and participating in the long term objectives of the Company, as
recognition of the performance and contributions by those persons to the success
of the Company and to assist in retaining persons of ability and value to the
Company.
Mr Raven declines to make a recommendation about resolution 7 as he has a
material personal interest in the outcome of the resolution as it is proposed to
grant options to himself. Mr Raven recommends resolutions 4, 5 and 6 as a
valuable method of providing an incentive to maximise shareholder value by
achieving and participating in the long term objectives of the Company, as
recognition of the performance and contributions by those persons to the success
of the Company and to assist in retaining persons of ability and value to the
Company.
Any other information that is reasonably required by members to make a decision
and that is known to the Company or any of its Directors
The proposed resolutions 4, 5, 6 and 7 would have the effect of the named
Directors being granted a total 4,250,000 options exercisable on the terms and
conditions contained in Appendix 1. This would represent 0.85% of the total
issued share capital on a fully diluted basis (taking into consideration
existing options on issue), assuming that all the resolutions are passed and a
total of 6,250,000 additional options are granted to employees and consultants.
The relevant interests of Directors in the securities of the Company as at the
date of this Notice of Annual General Meeting are:
Ordinary 20 Dec 2003 31 Dec 2004
Shares Options Options
Mr Ted Ellyard 3,460,712 3,500,000 2,000,000
Mr Scott Spencer 3,205,652 3,500,000 2,000,000
Mr Alan Burns 30 - -
Mr Peter Raven - - 500,000
If the options are granted and exercised, then the effect would be to dilute the
shareholding of the existing shareholders. As a balancing factor the exercise of
these options would provide additional capital to the Company with an amount of
A$4,675,000 being raised, based on the total number of options multiplied by the
exercise price.
Value of options
The options proposed to be issued will not be listed on a stock exchange and as
such have no market value. The options may be converted to ordinary shares by
payment of A$1.10 per share. The options may acquire future value dependent upon
the extent to which the value of the ordinary shares exceed A$1.10 during the
term of the options.
The options have a deemed value and the Black-Scholes Option Pricing Model
("BSOPM") for valuing options has been adopted using a market value of the
ordinary shares of 68 cents (being the closing sale price on Australian Stock
Exchange as at 15 October 2003), an interest rate of 5.655% and a volatility
factor of 40%. The BSOPM is equal to approximately 12.319 cents per option or a
value for each of the named Directors as follows:
Director Number of Options A$ Value
Mr Ted Ellyard 2,000,000 246,380
Mr Scott Spencer 1,200,000 147,828
Mr Alan Burns 800,000 98,552
Mr Peter Raven 250,000 30,798
Total 4,250,000 523,558
RESOLUTION 8 - GRANT OF OPTIONS TO EMPLOYEES AND CONSULTANTS
It is proposed to grant 6,250,000 incentive options to employees and consultants
of the Company such number to each person being at the discretion of the Board
of Directors but having due regard to the skills, expertise, experience and
length of service of those persons and in accordance with the terms and
conditions contained in Appendix 1. The grant of options is designed to
encourage the recipient to have a greater involvement in the achievement of the
Company's objectives and to provide an incentive by participating in the future
growth and prosperity of the Company through share ownership.
Under the Company's current circumstances the Directors consider that the
incentives to the employees and consultants, represented by the grant of these
options, is a cost effective and efficient reward and incentive for the Company,
as opposed to alternative forms of incentive, such as the payment of additional
cash compensation.
Listing Rule 7.1 of the Listing Rules of the ASX requires shareholder approval
to the proposed issue of the options. Listing Rule 7.1 broadly requires,
subject to certain exceptions, that shareholders' approval is required for any
issue of securities by a listed company where the securities proposed to be
issued represent more than 15% of the company's shares then on issue. Listing
Rule 7.1.4 provides that for the purpose of Listing Rule 7.1, options are
treated as if they were the shares into which they will, upon exercise, convert.
Although the options to be issued do not represent more than the 15% of the
company's shares then on issue, Listing Rule 7.1 approval is sought so that the
15% threshold is maintained and available for use by the Company in the future
should the circumstances require it.
The number of options to be granted to each staff member will be at the
discretion of the Directors having due regard to the relevant skills, expertise,
experience and length of service of each individual.
If all the options are granted and exercised, then the effect would be to dilute
the shareholding of the existing shareholders. As a balancing factor the
exercise of options would provide additional capital to the Company with an
amount of A$6,875,000 being raised, based on the total number of options
multiplied by the exercise price.
This grant of options to employees and consultants as noted above will occur
progressively but shall be completed within three months of the date of the
General Meeting at which the Resolution is approved.
The Options will not be listed on ASX, AIM or on any other securities exchange.
No funds will be raised as a result of the grant of the options.
GENERAL INFORMATION FOR RESOLUTIONS 4 TO 8
At the close of business on 14 October 2003, being the date prior to preparation
of this Notice of Annual General Meeting, the last sale price of shares in the
Company trading on the Australian Stock Exchange ("ASX") was 69 cents and on the
Alternative Investment Market of the London Stock Exchange ("AIM") was 28.5
pence. During the three months prior to that date, the highest price of shares
in the Company trading on the ASX was 73 cents on 4 and 5 August 2003 and on AIM
was 28.55 pence on 8 and 9 September 2003; and the lowest prices were 60 cents
on 16 and 21 July 2003 and 22.5 pence on 18 September 2003, respectively.
The market price of the Company's ordinary shares during the period of the
option will normally determine whether or not the holder of the option exercises
the option. At the time that any of the options are exercised, and shares are
issued pursuant to the exercise of the options, the Company's ordinary shares
will likely be trading at a price which is higher than the exercise price of the
options.
The Directors do not consider that the issue is detrimental to the Company's
operations and success. The Directors consider that the issue represents a
cost-effective and efficient incentive for the Company. The Directors do not
consider that there are any opportunity costs to the Company or other benefits
foregone by the Company in issuing the options.
Options offered to any new director, employee or consultant shall not be
exercisable for a period of six months from the date of commencement of office,
employment or consulting with the Company.
APPENDIX 1
TERMS AND CONDITIONS OF OPTIONS
The terms and conditions of the Options are as follows:
(a) Each Option shall confer the right to subscribe for one fully
paid ordinary share, ranking pari passu with existing issued fully paid Ordinary
shares, in the capital of the Company.
(b) The Options shall expire on 31 December 2006 ("Expiry Date").
(c) The Options shall be exercisable by validly completing an Application
for Exercise of Options notice which must be received by the Company at any time
on or before the Expiry Date together with applicable exercise monies for the
full amount of the options being exercised. The fully paid ordinary shares will
be allotted not more than fifteen days after (but not including) the exercise
date.
(d) The Options may be exercised in whole or in part. If the Options are
exercised in part each notice of exercise must be for not less than 1,000 shares
and in multiples of 1,000 shares.
(e) The exercise price for each Option shall be A$1.10 cents.
(f) The Options may be transferred at any time in whole or in part
provided the Board of Directors approves such transfer in writing. The Board of
Directors shall determine the circumstances in which Options may be transferred.
(g) Should (insert name of relevant Director, Staff member or consultant
in each certificate), cease to hold office, employment and/or consulting, as the
case may be, with the Company for any reason whatsoever (except where such
cessation occurs as a result of a change in control of the Company, with a
change in control being where a shareholder or group of associated shareholders
become entitled to sufficient shares in the Company to give it or them the
ability to replace all or a majority of the Board of the Company), the relevant
outstanding Options of the holder shall be forfeited and all rights and/or
benefits in relation to those options shall also be forfeited after a period of
90 days from the date of cessation of holding office, employment and/or
consulting as the case may be. In the event of the death, total and permanent
disablement, redundancy or retirement (insert name of relevant Director, Staff
member or consultant in each certificate)the Board of Directors may, at their
discretion, allow the Options to remain current for an additional period of
time, not exceeding the Expiry Date set out in (b) above.
Should (insert name of relevant Director, Staff member or consultant
in each certificate), cease to hold office, employment and/or consulting as the
case may be due to termination by the Company for reasons of fraudulent
behaviour or serious misconduct, the relevant outstanding Options of the holder
shall be forfeited and all rights and/or benefits in relation to those options
shall also be forfeited as at the date of termination.
(h) A certificate will be issued for the Options. On the reverse side of
the certificate there will be endorsed a statement of the rights of the
optionholder and a notice that is to be completed when exercising the Options.
If there is more than one Option comprised in this certificate and prior to the
Expiry Date those Options are exercised in part, the Company will issue another
certificate for the balance of the Options held and not yet exercised.
(i) The optionholder will not be permitted to participate in any new pro
rata entitlement issues of securities of the Company, without first exercising
the Options.
(j) In the event of a reorganisation of the issued capital of the
Company, the Options will be reorganised in accordance with the Listing Rules of
the Australian Stock Exchange Limited.
(k) The Options will not give any right to participate in dividends until
shares are allotted pursuant to the exercise of the relevant Options.
(l) The Options will not be listed on the Australian Stock Exchange
Limited, the Alternative Investment Market of the London Stock Exchange or on
any other securities exchange.
* * *
GENERAL SHAREHOLDER ENQUIRIES
Matters relating to securities held, change of address, duplicate holding
statements, shareholder reference numbers (SRN's) and transfers of securities
should be directed to the Share Registry on which you are registered:
Security Transfer Registrars Pty Ltd
770 Canning Highway
Applecross
Western Australia 6153
AUSTRALIA
Tel: +61 (0)8 9315 0933
Fax: +61 (0)8 9315 2233
Email: registrar@securitytransfer.com.au
Computershare Investor Services PLC
PO Box 82
The Pavilions
Bridgwater Road
Bristol BS99 7NH
UNITED KINGDOM
Tel: +44 870 702 0000
Fax +44 870 703 6116
Email: web.queries@computershare.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange
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NOAFEDSIWSDSEES