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    FSG   AU000000FSG1

FIELD SOLUTIONS HOLDINGS LIMITED

(FSG)
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Field : Notice of 2021 Annual General Meeting

11/15/2021 | 11:36pm EST

For personal use only

ASX ANNOUNCEMENT

ASX Market Announcements

ASX Limited

20 Bridge Street

Sydney NSW 2000

16 November 2021

NOTICE OF ANNUAL GENERAL MEETING

We refer to the announcement of Field Solutions Holdings Limited (ACN 111 460 121) (ASX:FSG) ("FSG" or "Company") dated 29 October 2021, advising of the Company's entry into a share sale agreement for the acquisition of 100% of the issued capital in TasmaNet Pty Ltd (ACN 111 240 978) ("TasmaNet") and its related group companies ("Transaction").

Enclosed with this announcement is the Notice of Annual General Meeting and Explanatory Memorandum to shareholders of the Company which, among other things, seeks shareholder approval to issue shares to TasmaNet shareholders as part consideration for the Transaction.

This announcement is authorised for release to the market by the Board of Directors of FSG.

Graham Henderson

Company Secretary

About FSG

FSG provides, builds, and operates "true broadband networks" specifically for rural, regional, and remove Australia. FSG is licensed Australia telecommunications carrier and a retail service provider (trading under the brands 'JustISP', TasmaNet and Ant Communications), and a NBN Co Retail and Business Service Provider.

FSG Contact Details

Andrew Robers - CEO Andrew.roberts@fieldsolutions-group.com

For personal use only

FIELD SOLUTIONS HOLDINGS LIMITED

(ACN 111 460 121)

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY STATEMENT

DATE AND TIME OF MEETING:

17 December 2021 at 10:00am (AEDT)

VENUE OF MEETING: Video Conference

These documents should be read in their entirety.

If Shareholders are in any doubt as to how they should vote, they should seek advice from their

accountant, solicitor or other professional advisor.

For personal use only

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Field Solutions Holdings Limited (ACN 111 460 121) (the Company) will be held at 10:00am (AEDT) on 17 December 2021 by Zoom videoconference (the Meeting).

The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting (the Notice) describes in more detail the Matters to be considered at the Meeting.

Please refer to section 8 of the Explanatory Statement accompanying this Notice for a glossary of terms and abbreviations used in this Notice and the Explanatory Statement.

ORDINARY BUSINESS:

1. Item 1: Financial Statements and Reports

"To receive and consider the Annual Report of the Company for the year ended 30 June 2021 which includes the Annual Financial Report of the Company, the Remuneration Report, Directors' Report, the Directors' Declaration and the Auditor's Report."

Note: this item of business is for discussion only and is not a resolution.

However, pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

2. Resolution 1: Remuneration Report

To consider, and if thought fit, to pass, with or without amendment, the following resolution as a non-bindingresolution:

"That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report for the year ended 30 June 2021 as contained in the Annual Report of the Company for the year ended 30 June 2021."

Voting Exclusion Statement

A vote cast on Resolution 1 must not be cast by or on behalf of (in any capacity):

  • a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
  • a Closely Related Party of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report.

However, a person (the voter) described above may cast a vote on this Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

  • the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
  • the voter is the Chair and the appointment of the Chair as proxy:
    o does not specify the way the proxy is to vote on this Resolution; and
    o expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Note: in accordance with section 250R of the Corporations Act, the vote on this resolution is advisory only and does not bind the Company or the Directors or the Company.

1

For personal use only

However, pursuant to section 250SA of the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, the Remuneration Report.

3. Resolution 2: Re-election of Director - Ms Wendy Tyberek

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, Ms Wendy Tyberek, who retires by rotation in accordance with clause 14.2 of the Constitution of the Company, and the ASX Listing Rules, and being eligible, offers herself for re-election as a Director, be re-elected as a Director of the Company effective immediately upon the close of the Meeting."

4. Resolution 3: Ratification of prior issue of Placement Shares under Listing Rule 7.1

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 65,563,610 ordinary shares previously issued under ASX Listing Rule 7.1 on the terms and conditions described in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by any person who participated in the placement or is a counterparty to the agreement being approved or any associates of those persons.

However, this does not apply to a vote cast in favour of a resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
  • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
    o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
    o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5. Resolution 4: Ratification of prior issue of Placement Shares under Listing Rule 7.1A

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 55,648,512 ordinary shares previously issued under ASX Listing Rule 7.1A on the terms and conditions described in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by any person who participated in the placement or is a counterparty to the agreement being approved or any associates of those persons.

2

For personal use only

However, this does not apply to a vote cast in favour of a resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
  • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
    o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
    o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 5: Approval of issue of Consideration Shares to TasmaNet Shareholders

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to issue up to 57,007,133 Ordinary Shares (Consideration Shares) to the shareholders of TasmaNet Pty Ltd who have elected to receive Ordinary Shares as part consideration for the Acquisition on the terms and conditions described in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder) or any associates of those persons.

However, this does not apply to a vote cast in favour of a resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
  • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
    o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
    o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Field Solutions Holdings Ltd. published this content on 16 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 November 2021 04:35:04 UTC.


ę Publicnow 2021
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Sales 2021 18,8 M 13,2 M 13,2 M
Net income 2021 2,13 M 1,49 M 1,49 M
Net Debt 2021 1,95 M 1,37 M 1,37 M
P/E ratio 2021 48,5x
Yield 2021 -
Capitalization 137 M 95,5 M 95,5 M
EV / Sales 2020 1,92x
EV / Sales 2021 4,98x
Nbr of Employees -
Free-Float 65,0%
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Andrew Jake Roberts Chief Executive Officer, MD & Executive Director
Wendy Tyberek Joint Secretary, Finance Director & Director
Kenneth M. Carr Non-Executive Chairman
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