RNS Number:7823N
Investika Ltd
13 December 2006
INVESTIKA LTD
General Meeting
Investika Ltd ("Investika" or the "Company") the investment company in the
mining finance industry with a focus on pre-production emerging resource
opportunities announces that the attached documents have been distributed to
shareholders.
Enquiries to:
Chrisilios Kyriakou, Chief Executive Officer
Investika Ltd
Telephone: 020 7514 1480
Paul Dudley/Peter Jackson
WH Ireland Limited
Telephone: 020 7220 1666
INVESTIKA LTD
ABN 45 000 673 423
NOTICE OF GENERAL MEETING
Notice is given that a General Meeting of Shareholders of the Company will be
held at Suite 107, 109 Pitt Street, Sydney on 30 January 2007, commencing at
10.00am, to consider, and if thought fit, pass the following Resolutions.
Resolution 1 - Authority to Issue Further Shares
"That, for the purposes of ASX Listing Rules 7.1 and 7.3, and for all other
purposes, the Directors be authorised to make placements of up to 6,000,000
fully paid ordinary shares at a price(s) to be determined by the Board of the
Company, within three months from the date of this Meeting, to such professional
and sophisticated investors as the Directors may determine, other than related
parties, as defined in the Corporations Act."
N.B. See Explanatory Memorandum.
Resolution 2 - Ratification of Share and Option Issues
"That for the purposes of Listing Rule 7.4 of the Australian Stock Exchange Ltd
and for all other purposes, the Company ratifies the allotment and issue of the
following fully paid ordinary shares and options:
(a) 80,650,000 fully paid ordinary shares issued on a pre-consolidated
basis (806,500 ex-consolidation) at a pre-consolidated price of 2.3 cents per
share ($2.30 per share ex-consolidation).
(b) options over 136,547 fully paid ordinary shares (ex-consolidation)
issued for nil consideration at an exercise price of $3.15 each, expiring 21
August 2009.
(c) 500,000 fully paid ordinary shares (ex-consolidation) issued at a
price of $3.45 per share.
(d) options over 130,347 fully paid ordinary shares (ex-consolidation)
issued for nil consideration at an exercise price of $3.75 each, expiring 6
November 2009."
N.B. See Explanatory Memorandum.
Resolution 3. - Establishment of a second Participants' Options Scheme
"That the Company hereby approves the establishment of Participants' Option
Scheme No. 2 to allow employees, directors and consultants to participate in the
equity of the Company, and that the number of the options granted under the
Scheme be 1,000,000 and the exercise price $3.80 each."
N.B. See Explanatory Memorandum
Resolution 4 - Directors Participating in Participants' Option Scheme No. 2
"That pursuant to Australian Stock Exchange Listing Rule 10.14, the following
Directors of the Company be authorised to participate in Participants' Option
Scheme No. 2:
Director No. of Options
J. Landels 25,000
C. Kyriakou 70,000
M. Arnesen 50,000
S. Borg 35,000
R. Cleary 70,000
J. Reynolds 70,000"
N.B. See Explanatory Memorandum
By order of the Board
J.B. Maguire
Company Secretary
12 December 2006
Proxies
A shareholder entitled to attend and vote is entitled to appoint not more than
two proxies who need not be members of the Company. The proxy is not required
to be a shareholder of the Company. A shareholder entitled to cast two or more
votes may appoint two proxies and may specify the proportion or number of votes
each proxy is appointed to exercise.
Where a shareholder appoints two proxies but fails to specify the proportion of
votes the two proxies are to exercise, each proxy may exercise half of the votes
of the shareholder.
Where an appointment specifies the way the proxy is to vote on a particular
resolution:
(a) The proxy need not vote on a show of hands, but if the proxy does so,
the proxy must vote that way;
(b) if the proxy is not the Chairperson, the person need not vote on a
poll but if the proxy does so, the proxy must vote that way; and
(c) if the proxy is the Chairperson, the proxy must vote on a poll and
must vote that way.
Proxies may only be appointed by returning the enclosed proxy form to facsimile
number (02) 9233 1349 or to the Company's registered office no later than 48
hours before the Meeting.
The proxy must be signed by the shareholder or an attorney duly authorised in
writing. If the shareholder is a company, the form must be executed in
accordance with the Corporations Act, or by its duly authorised officer or
attorney.
The Board of Directors of the Company, being the convenor of the General
Meeting, has determined, under the Corporations Act, that the shareholding of
each shareholder for the purposes of ascertaining voting entitlements at the
General Meeting will be as it appears in the share register at 5.00pm on 29
January 2007.
INVESTIKA LTD.
EXPLANATORY MEMORANDUM - RESOLUTIONS 1 AND 2
Under Resolution 1, shareholders are being asked to consider authorising the
Directors to place up to 6,000,000 fully paid ordinary shares for a period of
time not later than three months after the date of this General Meeting of
Shareholders. The price of any such placement shall be not less than 80% of the
average market price of the shares over the past five days on which sales were
recorded before the date on which the issue is made and any funds raised will be
utilised as additional working capital and to take advantage of opportunities
which may arise.
Votes cast in respect of Resolution 1 by a person who may participate in the
proposed issue and a person who might obtain a benefit, or any of their
associates, will be disregarded.
Resolution 2 seeks to ratify under Australian Stock Exchange Ltd Listing Rule
7.4 (which is an exception to Listing Rule 7.1 that contains the restrictions to
issues exceeding 15% of the issued capital of a listed company before the date
of issue) the issue of shares and options made in 2006 as outlined in the
Resolution. Funds raised by the issues of shares were used as additional
working capital.
The shares and options were allotted as follows:
(a) 80,650,000 fully paid ordinary shares to Westpac Custodian Nominees
Ltd.
(b) 136,547 options issued to UK stockbroker WH Ireland Ltd.
(c) 500,000 fully paid ordinary shares issued to:
201,000 US Global Investors - World Precious Minerals Fund
256,000 US Global Investors - Global Resources Fund
1,000 Meridian Global Energy and Resources Fund
35,000 Endeavour Mining Capital Corp
5,000 Meridian Global Gold and Resources Fund Ltd.
2,000 Balanced Natural Resources Fund Ltd.
500,000
(d) 130,347 options issued to UK stockbroker Fox-Davies Capital Ltd.
Votes cast in respect of Resolution 2 by those allottees in (a) - (d) or their
associates will be disregarded. However, the entity need not disregard a vote
if:
o 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
o 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.
INVESTIKA LTD.
EXPLANATORY MEMORANDUM - RESOLUTIONS 3 AND 4
Under Resolution 3, shareholders are being asked to consider the introduction by
the Company of Participants' Option Scheme No. 2 ("POS 2").
The purpose behind POS 2 is to allow employees, directors and consultants of the
Company to participate in the equity of the Company and thereby share in its
future profitability and growth.
As required by the Listing Rules:
* the names of each participating Director of the Company and the number of
options to be initially offered to him are set out in Resolution 4. These
Directors are existing holders of options to subscribe for fully paid
ordinary shares, at an exercise price of $2.50 each, as follows. There are
no other directors of the Company.
Director No. of Options
J. Landels 50,000
C. Kyriakou 150,000
M. Arnesen -
S. Borg 15,000
R. Cleary 120,000
J. Reynolds 30,000
* the maximum number of ordinary shares that may be issued pursuant to POS 2
is 1,000,000.
* the options are to be issued for nil consideration and are exercisable
upon payment of $3.80 per option.
* The options will be issued to the Participants no later than 29 January
2008.
* votes cast in relation to Resolution 3 in respect of any shares held by
the directors of the Company, or any associate of the directors, will be
disregarded in determining the result of the Resolution. However, the
entity need not disregard a vote if:
o 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
o 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.
* votes cast in relation to Resolution 4 in respect of any shares held by
the directors of the Company, or any associate of the directors, will be
disregarded in determining the result of the Resolution. However, the
entity need not disregard a vote if:
o 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
o 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.
The options to be granted will be issued in accordance with POS 2 on the terms
and conditions set out overleaf.
PARTICIPANTS' OPTION SCHEME NO. 2
The Investika Ltd Participants' Option Scheme No. 2 has been established for the
Participants upon the following terms and conditions:
1. Definitions
"Board" means the board of directors of the Company.
"Company" means Investika Ltd.
"Exercise Notice" means a notice substantially in the form of the attached
schedule;
"Exercise Period" means the period commencing at 9am on 31 January 2007 and
expiring at 5pm on the Expiry Date:
"Exercise Price" means $3.80 per Option subject to any adjustment made in
accordance with Clause 10 of these terms and conditions:
"Expiry Date" means, in respect of an Option, the earlier of:
(a) 31 December 2012; and
(b) ninety days after the day on which the Participant to whom the
Option was granted, no longer holds any office in, employment from or consulting
role in the Company;
"Options" means the options to subscribe for Ordinary Shares granted under the
Scheme:
"Optionholder" means, in respect of an Option, the person registered in the
Company's option register as the holder of the Option;
"Ordinary Shares" means fully paid ordinary shares in the capital of the Company
or the ordinary shares into which fully paid ordinary shares are consolidated or
subdivided or otherwise adjusted from time to time;
"Outstanding Options" means Options which remain unexercised from time to time.
"Participants" means such of the employees, directors and consultants of the
Company as determined initially by the Company in general meeting and
subsequently by the Board in its absolute discretion.
"Scheme" means the Investika Ltd Participants' Option Scheme No. 2 which is
governed by these terms and conditions.
2. Interpretation
In these terms and conditions, unless the context otherwise requires:
(a) headings are for convenience only and do not affect the
interpretation of these terms and conditions;
(b) words importing singular include the plural and vice versa;
(c) words importing a gender include any gender;
(d) the reference to a currency is a reference to Australian
currency.
3. Number of Options
The total number of Options the subject of the Scheme shall be limited to
1,000,000.
4. Entitlements of Participants
The number of Options to be offered to each Participant shall be determined by
the Board provided that the Company in general meeting may determine the number
of Options which are to be offered to the initial Participants pursuant to the
first offering under the Scheme. Offers of Options under the Scheme may only be
made to Participants.
Where an offer of an Option is made to a Participant, that offer may be accepted
by the Participant or his or her nominee.
Subject to the provisions of clause 12 of these terms and conditions, upon grant
and exercise, each Option entitles to Optionholder to subscribe for one Ordinary
Share at the Exercise Price.
The Options shall be granted to Participants free of charge.
5. Voting Rights
Optionholders shall not be entitled to vote at any meeting of members of the
Company in respect of the Options held by them.
6. Introduction and Amendment of Scheme
Shareholders in the Company who may participate in the Scheme, persons
associated with them or any other person or company who may participate in the
Scheme are not entitled to vote for the purpose of approving the Scheme or any
amendments to the Scheme.
7. Options over Unissued Ordinary Shares
The Scheme shall only apply to options to subscribe for Ordinary Shares.
8. Ranking of Ordinary Shares Allotted on Exercise of Options
All Ordinary Shares allotted pursuant to exercise of an Option shall be subject
to the Constitution of the Company at the date of such allotment and shall rank
from the date of allotment in all respects (including in respect of dividends)
pari-passu with the existing Ordinary Shares.
9. Non-Participation in Bonus Issues
An Optionholder shall not be permitted to participate in a bonus issue of
securities in respect of an Option held by it prior to allotment of an Ordinary
Share to it pursuant to exercise of the Option.
10. Reconstruction
In the event of the Company subdividing, consolidating, reducing, returning or
otherwise restructuring its share capital (other than by way of further issues
of capital) the Exercise Price and the number of Ordinary Shares to which the
Options relate shall be reconstructed in accordance with Listing Rules of the
Australian Stock Exchange Limited and in a manner which will not result in any
benefits being conferred on Optionholders which are not conferred on the holders
of Ordinary Shares. In all other respects the terms and conditions on which the
Options may be exercised shall remain unchanged.
11. Non-participation of Optionholders in New Issues
An Optionholder shall not be permitted to participate in new issues of
securities in respect of an Option held by it prior to allotment of an Ordinary
Share to it pursuant to exercise of the Option.
12. Method of Exercise
The Board shall, within ten days of the Company receiving from an Optionholder:
(a) a duly completed and executed Exercise Notice; and
(b) the Exercise Price in respect of the Options being exercised;
and
(c) the option certificate relating to the Options being
exercised,
allot such number of Ordinary Shares as are specified in the Exercise Notice.
The Exercise Notice shall specify the number of Ordinary Shares required to be
allotted. The giving by an Optionholder of an Exercise Notice as to some part
of the Options in respect of which the Optionholder is the registered holder
shall not prevent the Optionholder at any time thereafter during the Option
Period from exercising in whole or in part any Outstanding Options.
13. Option Period
Subject to paragraph 12, the Options shall be exercisable in whole or in part at
any time during the Exercise Period. Options shall expire on the relevant Expiry
Date.
14. Options non-assignable
An Optionholder is not entitled to transfer Options.
15. Quotation
Upon exercise of any Options, application shall be made for the Ordinary Shares
issued upon such exercise to be granted official quotation on the Australian
Stock Exchange Limited and any other recognised stock exchanges on which the
Company's securities are quoted.
16. Amendment to Terms of Scheme
Any amendment to the terms of the Scheme shall be submitted to a meeting of
members of the Company for approval. Shareholders who my participate in the
Scheme, persons associated with them or any other person or company who may
participate in the Scheme are not entitled to vote for the purpose of approving
any amendment to the Scheme.
17. Replacement of Option Certificates
If any certificate relating to an Option is lost, stolen, mutilated, defaced or
destroyed, it may be replaced at the registered office of the Company on such
terms as to evidence, indemnity and security as the Company may reasonably
require. Mutilated or defaced Option certificates must be surrendered before
replacements will be issued.
18. Market price of Ordinary Shares
The Company will, within a reasonable period of a Participant so requesting,
make available to the Participant the current market price of Ordinary shares.
19. Notices
Any notice regarding the Options will be sent to the registered address of the
Optionholder as recorded in the register of Options maintained by the Company.
20. Governing Law
The options are governed by, and construed in accordance with, the laws of New
South Wales.
21. Duties and Taxes
The Company is not responsible for any duties or taxes which may become payable
in connection with the issue and allotment of Ordinary Shares pursuant to the
exercise of the Options or any other dealing with the Options.
22. Compliance with Listing Rules
Notwithstanding any other provision of these terms and conditions, no
Optionholder shall be entitled to exercise Options if the issue of Ordinary
Shares by the Company would be prohibited by the Listing Rules of the Australian
Stock Exchange Limited.
SCHEDULE
EXERCISE NOTICE
EXERCISE NOTICE FOR THE EXERCISE OF OPTIONS
GRANTED UNDER THE INVESTIKA LTD
PARTICIPANTS' OPTION SCHEME NO. 2
TO: INVESTIKA LTD
ACN 000 673 423
I/we give notice that I/we exercise _______ Options issued pursuant to the
Investika Ltd Participants' Option Scheme No. 2 and subscribe for ______
ordinary fully paid shares in Investika Ltd.
In accordance with the terms and conditions of the Scheme, enclosed is the
Exercise Price of $3.80 for each Option exercised and the Option certificate
relating to the Options exercised.
Dated:
______________________________
Signed by the Optionholder
INVESTIKA LTD
ABN 45 000 673 423
PROXY
I/We
of
being the holder of ordinary shares of Investika Ltd hereby appoint
or the Chairman of the Board of Directors (delete Chairman of the Board of
Directors if other person required to act as proxy) as my/our proxy to vote on
my/our behalf at the General Meeting to be held on 30 January 2007 and at any
adjournment there, in the following manner:
Ordinary Resolution
1) For Against Abstain
2) For Against Abstain
3) For Against Abstain
4) For Against 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 the Resolutions 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 in respect of
undirected proxies.
If no direction is given above, I/we authorise my/our proxy to vote or abstain
as my/our proxy thinks fit in respect of the Resolutions and Special Resolution.
Signed this day of
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGUGBUPUPQUBW
Investika Di (LSE:IVK)
Historical Stock Chart
From Jun 2024 to Jul 2024
Investika Di (LSE:IVK)
Historical Stock Chart
From Jul 2023 to Jul 2024
