MAGNIS ENERGY TECHNOLOGIES LTD IMPORTANT INFORMATION
This is an important document that should be read in its entirety.
If you do not understand it, or any part of it, you should consult your professional advisors.
Dear Shareholder
On behalf of the Board I am pleased to invite you to attend the ninth Annual General Meeting (AGM) of Magnis Resources Limited. The following information is enclosed:
Notice of Annual General Meeting
Explanatory Memorandum
Proxy form; and
Reply paid envelope for lodging your proxy form and/or sending any written instructions to Magnis Resources Limited before the AGM.
The AGM will be held on Friday 6 November 2015 at 10:00am (Sydney time) at the York Conference
& Function Centre, Level 2, 99 York St Sydney. You are invited to join the Board for refreshments after the meeting.
The business of the AGM is set out in the Notice of Annual General Meeting (the Notice). The Notice and Explanatory Memorandum set out important information in relation to the matters to be considered by shareholders at the Meeting, and I encourage you to read those materials carefully.
If you are attending the AGM, please bring your personalised proxy form to allow the Share Registry to promptly register your attendance at the meeting. The registration desk will be open from 9:15am.
If you are unable to attend in person, you may wish to appoint a proxy to attend and vote at the meeting in your place. Please refer to the Notice and proxy form regarding the appointment of a proxy.
Shareholders attending the AGM will have the opportunity to ask questions at the AGM. If you have an issue or question that you would like to be discussed at the Meeting, please send your query to:
The Secretary, Magnis Resources Limited, info@magnis.com.au, prior to the AGM.
Written shareholder queries submitted before the AGM must be received by 10am (Sydney time) on Thursday 5 November 2015.
I look forward to seeing as many shareholders as possible at the AGM. Yours sincerely
-
CONSIDERATION OF REPORTS
To receive and consider the Financial Report, the Directors' Report and the Independent Auditor's Report of the Company for the financial year ended 30 June 2015.
All shareholders can view the Annual Report which contains the Financial Report for the year ended 30 June 2015 on the Magnis website at www.magnis.com.au.
- QUESTIONS & COMMENTS
Following consideration of the Reports, the Chairman will give shareholders a reasonable opportunity to ask questions or comment about the management of the Company.
The Chairman will also give shareholders an opportunity to ask the Auditor questions relevant to:
the conduct of the audit;
the preparation and content of the Independent Auditor's Report;
the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
the independence of the Auditor in relation to the conduct of the audit.
The Chairman will also give the Auditor a reasonable opportunity to answer written questions submitted by shareholders that are relevant to the content of the Independent Auditor's Report or the conduct of the audit. A list of written questions, if any, submitted by shareholders will be made available at the start of the AGM and any written answer tabled by the Auditor at the AGM will be made available as soon as practicable after the AGM.
RESOLUTION 1: REMUNERATION REPORTTo consider and, if thought fit, pass the following resolution as an advisory resolution of the Company:
That the Remuneration Report for the year ended 30 June 2015 (as set out in the Company Director's Report) be adopted.
Voting exclusion
A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of:
a member of the Key Management Personnel ( KMP ) whose remuneration is included in the 2015 Remuneration Report; and
a closely related party (such as close family members and any controlled companies) (Closely Related Party) of such a KMP.
the proxy appointment is in writing and specifies how the proxy is to vote (for, against, abstain); or
the vote is cast by the person chairing the AGM and:
the appointment does not specify how the proxy is to vote; and
the appointment expressly authorises the Chair of the AGM to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.
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 Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the person decides.
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 Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the person decides.
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 Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the person decides.
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 Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the person decides.
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 the direction on the proxy form to vote as the proxy decides.
RESOLUTION 9: APPOINTMENT OF AUDITORTo consider and, if thought fit, pass the following as an ordinary resolution of the Company:
That, in accordance with section 328B(3) of the Corporations Act, the Company has received a written notice of nomination from a shareholder of the Company for BDO East Coast Partnership to be appointed as the Company's auditor. A copy of the nomination is enclosed with this Notice (Annexure A).
BDO East Coast Partnership has given its written consent to act as the Company's auditor subject to shareholder approval of this resolution 9.
The Directors unanimously recommend that shareholders vote in favour of resolution 9.
Proxy Voting by ChairmanThe Chairman of the Meeting will vote undirected proxies in favour of all items. The voting exclusions on KMP in Resolution 1 do not apply to the Chairman of the Meeting acting as proxy, if their appointment expressly authorises the Chairman of the Meeting to exercise the proxy even if that item is connected directly or indirectly with the remuneration of a KMP of Magnis.
By Order of the Board
Doug Richardson Company Secretary 28 September 2015 ENTITLEMENT TO VOTEIn accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 7:00pm AEST on 4 November 2015 will be entitled to attend and vote at the AGM as a shareholder.
If more than one joint holder of shares is present at the AGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.
Voting by Proxy
If you are a shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Act to exercise its powers as proxy at the AGM.
A proxy need not be a shareholder of the Company.
A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder's votes.
To be effective, the proxy must be received at the Share Registry of the Company no later than 10:00am AEST on 4 November 2015. Proxies must be received before that time by one of the following methods:
By Post: c/- Link Market Services, Locked Bag A14 Sydney South NSW 1235 Australia
By Facsimile: +61 2 9287 0309
By Hand: Level 12, 680 George StSydney NSW 2000
To be valid, a proxy must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.
Voting by Attorney
A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 10.00am AEST on Wednesday 4 November 2015, being 48 hours before the AGM.
Corporate Representatives
A body corporate who is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements of section 250D of the Corporations Act 2001 (Cth). The representative should bring to the AGM a properly executed letter or other document confirming its authority to act as the company's representative.
Voting at the Meeting
It is intended that voting on each of the proposed resolutions at this meeting will be conducted by a show of hands.
Explanatory Memorandum
INTRODUCTIONThis Explanatory Memorandum has been prepared for the information of shareholders in Magnis Resources Limited (Magnis or the Company) in relation to the business to be conducted at the Company's AGM to be held on Friday 6 November 2015.
The purpose of this Explanatory Memorandum is to provide shareholders with information that is reasonably required by shareholders to decide how to vote upon the resolutions.
Resolution 1 is an advisory resolution.
Resolutions 2, 3, 4, 5, 6, 7 and 9 are ordinary resolutions requiring a simple majority of votes cast in favour by shareholders entitled to vote on the resolution.
Resolution 8 is a special resolution, which requires 75% of votes cast in favour by shareholders entitled to vote on the resolution.
ITEM 1 - FINANCIAL STATEMENTS AND REPORTSAs required by section 317 of the Corporations Act 2001 (Cth) (the Act), the Financial Report, Directors' Report and Auditor's Report of Magnis Resources Limited for the year ended 30 June 2015 will be presented for consideration by Shareholders.
The 2015 Annual Report is available on the Company's website at www.magnis.com.au
Shareholders will be provided with the opportunity to ask questions about or make comments on, the reports, management or about Magnis generally, but there will be no formal resolution put to the meeting. Ernst & Young, the Company's auditor, will attend the AGM and shareholders will also be given the opportunity to ask questions relating to the audit.
RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORTSection 250R of the Act requires that the section of the Directors' Report dealing with the remuneration of Directors and other Key Management Personnel (Remuneration Report) be put to Shareholders for adoption by way of a non-binding vote.
The Remuneration Report sets out the remuneration policy of the Company and:
outlines the remuneration arrangements for Key Management Personnel (KMP) of Magnis;
explains Board policies regarding the nature and value of remuneration paid to KMP; and
discusses the relationship between the policy and Company performance.
-
RATIFICATION OF PLACEMENT OF SHARES - 24 NOVEMBER 2014 - WORKING CAPITAL
-
RATIFICATION OF PLACEMENT OF SHARES - 16 & 19 MARCH 2015 - WORKING CAPITAL
Under ASX Listing Rule 7.1, a Company must not issue more than 15% of its equity securities without first obtaining the approval of shareholders. ASX Listing Rule 7.4.2 provides that shareholders may subsequently approve an issue of securities so that the securities issued are regarded as having been made with shareholder approval for the purposes of Listing Rule 7.1.
Accordingly, Resolutions 7 and 8 seek ratification for the following tranches of shares issued without Shareholder approval:
17,647,058 fully paid ordinary shares issued 24 November 2014; and
26,000,000 fully paid ordinary shares issued 16 and 19 March 2015.
The issue of the 17,647,058 shares on 24 November 2014 was within the 15% limit permitted by ASX Listing Rule 7.1. The issue of the 26,000,000 shares on 16 and 19 March 2015 meant that the full 15% limit permitted by ASX Listing Rule 7.1 was utilised and effectively 8,170,527 shares of the 16 and 19 March 2015 issue were calculated as part of ASX Listing Rule 7.1A.
ASX Listing Rule 7.1A enables small to mid-cap listed companies to seek shareholder approval by special resolution to issue equity securities equivalent to an additional 10% of the number of ordinary securities on issue by way of placements over a 12 month period (10% Placement Facility). This is in addition to the existing 15% placement capacity permitted by ASX Listing Rule 7.1.
The Company is seeking Shareholder approval for the purposes of ASX Listing Rule 7.4 so that the Company has the flexibility to issue further securities under ASX Listing Rule 7.1 in the next 12 months, if the need arises.
For the purposes of ASX Listing Rule 7.5, the following information is provided in respect of shares issued on 24 November respectively.
Issue Date
24 November 2014
Number of securities
17,647,058
Issue Price
$0.17 per share
Terms of issue
The Shares rank equally with all existing Shares on issue
Allottees
The Shares were issued through a private placement to sophisticated investors sourced by the Company.
Use of funds raised
Working capital - exploration expenditure
For the purposes of ASX Listing Rule 7.5 the following information is provided in respect of shares issued on 16 and 19 March 2015.
Issue Date
16 & 19 March 2015
Number of securities
26,000,000
Issue Price
$0.25 per share
Terms of issue
The Shares rank equally with all existing Shares on issue
Allottees
The Shares were issued through a private placement to sophisticated and institutional investors from Australia and overseas including clients of Bell Potter Securities Limited.
Use of funds raised
Working capital - exploration expenditure
A voting exclusion statement in respect of Resolutions 6 and 7 respectively is set out in this Notice of Meeting.
RESOLUTION 8 - SPECIAL RESOLUTION - APPROVAL FOR THE ADDITIONAL SHARE CAPACITY UNDER LISTING RULE 7.1AASX Listing Rule 7.1A enables small to mid-cap listed companies to seek shareholder approval by special resolution to issue equity securities equivalent to an additional 10% of the number of ordinary securities on issue by way of placements over a 12 month period (10% Placement Facility). This is in addition to the existing 15% placement capacity permitted by ASX Listing Rule 7.1.
A company is eligible to seek shareholder approval for this additional placement capacity if it satisfies both of the following criteria at the date of the AGM:
it has a market capitalisation of $300 million or less; and
it is not included in the S&P/ASX 300 Index.
48,495,667 shares under ASX Listing Rule 7.1; and
Subject to Shareholder approval being sought under Resolution 5 - 32,330,444 equity securities under ASX Listing Rule 7.1A.
The actual number of equity securities that the Company will be able to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.
The effect of Resolution 8 will be to allow the Directors to issue equity securities under Listing Rule 7.1A during the 10% Placement Period, without using the Company's 15% placement capacity under Listing Rule 7.1.
Information required by ASX Listing Rule 7.3AFor the purposes of ASX Listing Rule 7.3A, the following information is provided:
The minimum price at which the shares will be issued will be no less than 75% of the volume weighted average price for ordinary shares calculated over the 15 trading days on which trades are recorded immediately before:
the date on which the price at which the shares are to be issued is agreed; or
if the shares are not issued within five trading days of the date in paragraph (a), the date on which the shares are issued.
If resolution 8 is approved by Shareholders and the Company issues securities under the 10% Placement Facility, the existing ordinary shareholders face the risk of economic and voting dilution as a result of the issue of shares which are the subject of this resolution, to the extent that such shares are issued; including:
However, the Company will not disregard a vote cast on Resolution 1 as a proxy for a person who is entitled to vote and:
To consider and, if thought fit, pass the following as an ordinary resolution of the Company:
That Frank Poullas, who retires in accordance with Rule 16.10 of the Company's Constitution, offers himself for re-election and being eligible, is re-elected as a Director of the Company.
To consider and, if thought fit, pass the following as an ordinary resolution of the Company:
That Peter Tsegas, who in accordance with Rule 16.13 of the Company's Constitution, is nominated for election and being eligible, is elected as a Director of the Company.
To consider and, if thought fit, pass the following as an ordinary resolution of the Company:
That Peter Tsegas be granted 375,000 unlisted options in the Company with an exercise price of $0.35 and 375,000 unlisted options in the Company with an exercise price of $0.45. These options will have an expiry date of 6 November 2018.
Voting Exclusion Statement
In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 4 by Peter Tsegas and any of his associates.
However the Company need not disregard a vote if:
To consider and, if thought fit, pass the following as an ordinary resolution of the Company:
That Bell Potter Securities Ltd receive 3,000,000 unlisted options in the Company with an exercise price of $0.30 for corporate advisory services provided. These options will have an expiry date of 3 February 2018.
Voting Exclusion Statement
In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 5 by Bell Potter Securities Limited and any of their associates.
However the Company need not disregard a vote if:
To consider and if thought fit, pass the following as an ordinary resolution of the Company:
That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of 17,647,058 fully paid ordinary shares at a price of $0.17 per share on 24 November 2014 on the terms and basis described in the Explanatory Memorandum, is approved.
Voting Exclusion Statement
In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 6 by any person who participated in the issue and any associates of those persons.
However the Company need not disregard a vote if:
To consider and if thought fit, pass the following as an ordinary resolution of the Company:
That, for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of 26,000,000 fully paid ordinary shares at a price of $0.25 per share on 16th and 19th March 2015 on the terms and basis described in the Explanatory Memorandum, is approved.
Voting Exclusion Statement
In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 7 by any person who participated in the issue and any associates of those persons.
However the Company need not disregard a vote if:
To consider and, if thought fit, pass the following as a special resolution of the Company:
That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.
Voting Exclusion Statement
In accordance with Listing Rule 14.11, the Company will disregard any votes cast on Resolution 8 by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this resolution is passed. At this point in time, there are no potential allottees to whom shares may be issued under this resolution.
However, the Company need not disregard a vote if:
The Report is available in the Company's 2015 Annual Report, available on the Company's website www.magnis.com.au.
The Chair of the Meeting will give Shareholders a reasonable opportunity to ask questions about or make comments on the Remuneration Report.
The Act provides that if there is a vote of 25% or more against the Remuneration Report at the 2015 AGM, and a subsequent vote of 25% or more against at the 2015 AGM, then a resolution must be put to Shareholders at the 2015 AGM to put the Board of the Company up for re-election (Spill Resolution). If the Spill Resolution is approved by Shareholders, the Company must hold a Spill Meeting within 90 days at which all Directors who were Directors at the time of the Remuneration Report that received the second strike will retire, and resubmit themselves for election.
As a matter of best practice corporate governance, the Directors abstain from making a recommendation in relation to Resolution 1.
RESOLUTION 2 - RE-ELECTION OF FRANK POULLASIn accordance with Clause 16.10 of the Constitution, Mr Frank Poullas, and being eligible, offers himself for re-election as a Director of Magnis.
Mr Poullas was appointed as a Director of Magnis in September 2010. He is a member of both the Audit and Remuneration Committees.
Frank is an information technology consultant and in his personal capacity, a professional investor specialising in the uranium and graphite sectors. For the last nine years he has been involved in various ventures increasing shareholder value in both these sectors. Frank has a significant number of share and options holdings in the Company.
The Directors (with Mr Frank Poullas abstaining) recommend that Shareholders vote in favour of Resolution 2.
In accordance with Rule 16.13 of the Company's Constitution, Mr Peter Tsegas is nominated for election and being eligible, is elected as a Director of the Company.
Mr Tsegas was appointed as a Director of Magnis in June 2015.
Peter has over 15 years of experience in Tanzania where he has been a resident for the past 10 years. He has worked to engage both the private and government sectors on a number of projects and was Managing Director of Tancoal Energy Ltd which he successfully took from an exploration company through to a JV with the Tanzanian government and then into production.
The Directors (with Mr Peter Tsegas abstaining) recommend that Shareholders vote in favour of Resolution 3.
A share based payment is to be made to newly elected Director Mr Peter Tsegas for his exceptional work to date since joining the Company Board of Directors in June this year. Mr Tsegas is to be granted 375,000 unlisted options in the Company with an exercise price of $0.35 and 375,000 unlisted options in the Company with an exercise price of $0.45. These options will have an expiry date of 6 November 2018.
ASX Listing Rule 10.11 requires approval of holders of ordinary securities for an issue of securities deemed to be a related party.
The date by which the Company will issue the options is 4 December 2015. No funds are being raised by the issue of these options. The terms are subject to the same terms of the Company's existing unlisted options. There is a nil issue price.
The Directors (with Mr Peter Tsegas abstaining) recommend that Shareholders vote in favour of Resolution 4.
A share based payment of 3,000,000 unlisted options in the Company with an exercise price of $0.30 and an expiry date of 3 February 2018 were issued to Bell Potter Securities Ltd for corporate advisory services provided during the past financial year.
ASX Listing Rule 7.4 relates to the subsequent approval of an issue of securities
The securities were issued at a price of $0.0936. The terms are subject to the same terms of the Company's existing unlisted options.
The Directors recommend that Shareholders vote in favour of Resolution 5.
RESOLUTIONS 6 & 7The Company currently satisfies both the above criteria, and it is anticipated that it will also satisfy both these criteria at the date of the Meeting.
Accordingly, resolution 8 seeks approval of ordinary shareholders by special resolution for issue of such number of equity securities as calculated under the formula in ASX Listing Rule 7.1A.2, at an issue price as permitted by ASX Listing Rule 7.1A.3 to such persons as the Board may determine, on the terms as described in this Explanatory Statement, which forms part of the Notice of Meeting.
At the date of this Notice, the Company has on issue 323,304,449 Ordinary Shares. If Resolutions 6, 7 and 8 are approved, the Company will have the capacity to issue:
the market price of ordinary shares may be significantly lower on the issue date than on the date on which this approval is being sought; and
the shares may be issued at a price that is at a discount to the market price for those shares on the issue date, or the shares may be issued as part consideration for the acquisition of a new asset,
which may have an effect on the amount of funds raised by the issue of the shares.
|
distributed by
|
