TIDMBKY
RNS Number : 6784M
Berkeley Resources Limited
19 August 2011
BERKELEY RESOURCES LIMITED
ABN 40 052 468 569
NOTICE OF GENERAL MEETING
A General Meeting of the Company will be held at the offices of
Berkeley Resources Limited, Level 2, 91 Havelock Street, West
Perth, Western Australia on Tuesday 20(th) September 2011 at
10.00am (WST).
This Notice of General Meeting should be read in its entirety.
If Shareholders are in doubt as to how they should vote, they
should seek advice from their accountant, solicitor or other
professional adviser prior to voting.
Should you wish to discuss any matter please contact the Company
Secretary on (08) 9214 7500.
BERKELEY RESOURCES LIMITED
ABN 40 052 468 569
NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting of Shareholders
of Berkeley Resources Limited (Company) will be held at the offices
of Berkeley Resources Limited at Level2, 91 Havelock Street, West
Perth, Western Australia on Tuesday 20(th) September 2011 at
10.00am (WST) (General Meeting).
The Explanatory Memorandum to this Notice of General Meeting
provides additional information on matters to be considered at the
General Meeting. The Explanatory Memorandum and Proxy Form are part
of this Notice.
The Directors have determined pursuant to regulation 7.11.37 of
the Corporations Regulations 2001 (Cth) that the persons eligible
to vote at the General Meeting are those who are registered as
Shareholders of the Company on 18(th) September 2011 at 5.00pm
(WST).
Terms and abbreviations used in this Notice and Explanatory
Memorandum are defined in Schedule 1 of the Explanatory
Memorandum.
AGENDA
1. Resolution 1 - Approval of Issue of Incentive Options to Mr
Brendan James
To consider, and if thought fit, to pass with or without
amendment as an ordinary resolution the following:
"That pursuant to and in accordance with Listing Rule 10.11 and
for all other purposes Shareholders authorise and approve the issue
of 2,000,000 Incentive Options each with an exercise price that is
1.25 times the five day VWAP of Shares up to and including the date
of the General Meeting and expiring 1 May 2016, to Mr Brendan James
(or his nominee) on the terms and conditions in the Explanatory
Memorandum accompanying this Notice."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Mr James or any of his associates. However, the Company will not
disregard a vote if:
(a) it is cast by the person as proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form;
or
(b) it is cast by the person chairing the General 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.
2. Resolution 2 - Approval to Renew Employee Option Scheme
To consider, and if thought fit pass with or without amendment
as an ordinary resolution, the following:
"That in accordance with Exception 9 of ASX Listing Rule 7.2,
Shareholders approve the renewal of an employee option scheme to be
called the "Berkeley Employee Option Scheme" approved by
Shareholders and established on 21 June 2007 and the issue of
Options pursuant to this scheme on the terms and conditions in the
Explanatory Memorandum".
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
a person who may participate in the issue of Options pursuant to
the Scheme, or any associate of such a person. However, the Company
will not disregard a vote if:
(a) it is cast by the person as a proxy for a person who is
entitled to vote, in accordance with directions on the Proxy Form;
or
(b) it is cast by the person chairing the General Meeting as
proxy for a person who is entitled to vote, in accordance with
directions on the Proxy Form to vote as the proxy decides.
BY ORDER OF THE BOARD
Sam Middlemas
Company Secretary
Dated: 11 August 2011
BERKELEY RESOURCES LIMITED
ABN 40 052 468 569
EXPLANATORY MEMORANDUM
1. Introduction
This Explanatory Memorandum has been prepared for the
information of Shareholders of the Company in connection with the
business to be conducted at the General Meeting to be held at the
offices of Berkeley Resources Limited at Level 2, 91 Havelock
Street, West Perth, Western Australia on Tuesday 20(th) September
2011 at 10.00am (WST).
This Explanatory Memorandum should be read in conjunction with
and forms part of the accompanying Notice. The purpose of this
Explanatory Memorandum is to provide information to Shareholders in
deciding whether or not to pass the Resolutions in the Notice.
A Proxy Form is located at the end of the Explanatory
Memorandum.
2. Action to be taken by Shareholders
Shareholders should read the Notice and Explanatory Memorandum
carefully before deciding how to vote on the Resolutions.
A Proxy Form is attached to the Notice. This is to be used by
Shareholders if they wish to appoint a representative ("proxy") to
vote in their place. All Shareholders are invited and encouraged to
attend the General Meeting or, if they are unable to attend in
person, sign and return the Proxy Form to the Company in accordance
with the instructions thereon. Lodgement of a Proxy Form will not
preclude a Shareholder from attending and voting at the General
Meeting in person.
3. Resolution 1 - Approval of Issue of Incentive Options to Mr
Brendan James
3.1 General
Resolution 1 seeks Shareholder's approval pursuant to Listing
Rule 10.11 for the Company to issue a total of 2,000,000 Incentive
Options to Mr Brendan James (or his nominee).
Mr James was appointed as the Managing Director and Chief
Executive Officer of the Company in March 2011. The Incentive
Options to be granted pursuant to this Resolution 1 are an
incentive component of his remuneration.
Resolution 1 is an ordinary resolution.
3.2 Listing Rule 10.11
Pursuant to Listing Rule 10.11, a "related party" of a listed
company is precluded from participating in any issue of securities
in a company without a prior approval of Shareholders.
Shareholder approval is required under Listing Rule 10.11
because Mr James is a Director and therefore a related party of the
Company. Shareholder approval is sought under Listing Rule 10.11
and as such approval under Listing Rule 7.1 is not required.
3.3 Engagement of Mr James by the Company
On 11 March 2011, the Company announced that that it had engaged
Mr James to become a Managing Director and Chief Executive Officer
of the Company with effect from 30 May 2011. The Incentive Options
the subject of the Resolution 1 form part of Mr James' contract of
employment.
Mr James is a metallurgical engineer, with a background in
developing, commissioning and optimising a number of large uranium,
copper and gold operations. His technical background includes
outstanding senior management experience in uranium mining and
processing, project management, re-designing and commissioning
previously decommissioned brown-fields operations, biological heap
leaching and hydrometallurgy. His industry experience has been
strongly complemented with a thorough grounding in financial
markets, on both the buy and sell sides.
The Board has chosen to issue Incentive Options to Mr James as a
key component of the incentive portion of his remuneration, in
order to attract and retain his services and to provide an
incentive linked to the performance of the Company. The Board
considers that Mr James's experience in the resources industry will
greatly assist the Company in progressing its projects to the next
stage of development and the identification of new projects. As
such, the Board believes that the number of Incentive Options
granted to Mr James is commensurate to his value to the
Company.
The Board has a policy of granting Incentive Options with
exercise prices at and/or above market Share price (at the time of
engagement). As such, Incentive Options granted will generally only
be of benefit if the Directors perform to the level whereby the
value of the Company increases sufficiently to warrant exercising
the Incentive Options granted.
The proposed grant of Incentive Options to Mr James was agreed
and announced at the time of his appointment as Managing Director
and Chief Executive Officer. Since that time, with the recent
events in Japan and the issues encountered with Enusa Industrias
Avanzadas, S.A. (refer to the announcements of the Company dated 24
May 2011, 31 May 2011 and 25 July 2011), the Board has agreed to
adjust the exercise price for the Incentive Options from $1.70 each
to a price that is equal to 1.25 x the 5 day VWAP on the day that
the Incentive Options are approved by Shareholders, to ensure that
the incentive is reasonable to the employee. The Incentive Options
will only vest after 3 years of service on 1 June 2014 as
previously advised, or a Change of Control Event (as defined in
Schedule 2). The average closing price of Shares during the twenty
trading days up to the date of this Notice was $0.41.
Other than service-based vesting conditions, there are no
additional performance criteria on the Incentive Options granted,
as given the speculative nature of the Company's activities and the
small management team responsible for its running, it is considered
the performance of the Directors and the performance and value of
the Company are closely related.
In addition to the Incentive Options to be issued in accordance
with Resolution 1, Mr James receives a fixed remuneration component
of A$300,000 per annum plus 9% superannuation contributions.
3.4 Specific Information Required by Listing Rule 10.13
For the purposes of Listing Rule 10.13, information regarding
the issue of Incentive Options to Mr James is provided as
follows:
(a) The Company will grant 2,000,000 Incentive Options to Mr
James (who is a Director of the Company).
(b) The Company will grant the Incentive Options no later than
one month after the date of the General Meeting (or such longer
period of time as ASX may in its discretion allow).
(c) Mr James is a Director and therefore is a related party of
the Company.
(d) The Incentive Options will be granted for nil cash
consideration so no funds will be raised from the grant of the
Incentive Options.
(e) The Incentive Options to be granted to Mr James will have
the terms and conditions in Schedule 2.
(f) A voting exclusion statement is included in the Notice.
4. Resolution 2 - Approval to Renew Employee Option Scheme
4.1 Background
On 21 June 2007 the Company obtained the approval of
Shareholders, in accordance with Listing Rule 7.2 Exception 9(b),
for the establishment of, and issue of Options, under the Berkeley
Employee Option Scheme on the terms and conditions set out in
Schedule 3 of the Notice.
The two main purposes of the Scheme are to give an incentive to
the Eligible Employees to provide dedicated and ongoing commitment
and effort to the Company aligning the interests of both employees
and Shareholders and for the Company to reward Eligible Employees
for their efforts. The Scheme contemplates the issue to Eligible
Employees of Options to subscribe for Shares.
Listing Rule 7.1 prohibits a Company (unless if it falls within
one of the exceptions contained in Listing Rule 7.2) from issuing
more than 15% of its securities on issue in any 12 month period,
without obtaining shareholder approval.
Listing Rule 7.2 Exception 9(b) provides that an issue of
securities to persons participating in an employee option scheme
where shareholders have approved the issue of securities under the
scheme is an exception to Listing Rule 7.1. Shareholder approval
must be given in a general meeting held not more than 3 years
before the date of issue where the Notice contains or is
accompanied by certain prescribed information (set out below).
The original Shareholder approval of the Scheme expired on 21
June 2010.
The purpose of Resolution 2 is for Shareholders to approve the
renewal of the Scheme for a further 3 years period to enable the
Company to issue Options under the Scheme without reducing the 15%
capacity.
This approval will be effective for a period of 3 years from the
date Shareholders pass Resolution 2.
4.2 Specific Information Required by Listing Rule 7.2
In accordance with the requirements of Listing Rule 7.2
Exception 9(b) the following information is provided:
(a) The terms and conditions of the Scheme are summarised in
Schedule 3.
(b) Since 21 June 2007, the Company has issued 4,982,500 Options
under the Scheme
(c) A voting exclusion statement has been included for the
purposes of Resolution 2.
Schedule 1 - Definitions
In this Explanatory Memorandum and Notice of General
Meeting:
Associated Body Corporate means:
(a) a related body corporate (as defined in the Corporations
Act) of the Company;
(b) a body corporate which has an entitlement to not less than
20% of the voting shares of the Company; and
(c) a body corporate in which the Company has an entitlement to
not less than 20% of the voting shares.
ASIC means Australian Securities and Investments Commission.
ASX means ASX Limited and where the context permits the
Australian Securities Exchange operated by ASX Limited.
Board means the Company's board of Directors.
Business Day means those days other than a Saturday, Sunday, New
Year's Day, Australia Day, Good Friday, Easter Monday, Anzac Day,
Christmas Day, Boxing Day and any other day which the ASX shall
declare and publish is not a business day.
Company orBerkeley means Berkeley Resources Limited ABN 40 052
468 569.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company and Directors means all
of them.
Eligible Employees means any full or part time employees and
consultants of the Company or its Associated Bodies Corporate.
Explanatory Memorandum means this explanatory memorandum.
General Meeting has the meaning given in the introductory
paragraph of the Notice.
Incentive Option means an incentive option with the terms and
conditions set out in Schedule 2.
Listing Rules means the official listing rules of ASX as amended
from time to time.
Notice means the Notice of General Meeting to which the
Explanatory Memorandum is attached.
Option means an option to acquire a Share.
Proxy Form means the proxy form attached to the Notice.
Resolutionmeans a resolution referred to in the Notice.
Schedule means a schedule to the Notice.
Scheme means the Berkeley Employee Option Scheme in which
Eligible Employees may be invited to participate in accordance with
the terms and conditions set out in Schedule 3.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a shareholder of the Company.
VWAP means volume-weighted average price.
WST means Western Standard Time.
In this Notice, words importing the singular include the plural
and vice versa.
Schedule 2 - Terms and Conditions of Incentive Options
The 2,000,000 Incentive options (Incentive Options) will be
issued on the following terms and conditions:
1. Each Incentive Option entitles the holder to subscribe for
and be issued one fully paid ordinary share (Share) upon exercise
of the Incentive Option.
2. The exercise price of each Incentive Option is 1.25 times the
five day VWAP of Shares up to and including the date of the General
Meeting (Exercise Price).
3. The Incentive Options will vest on the date which is the
earlier of:
(a) the date which is 3 years after 30 May 2011; or
(b) the date a Change of Control Event occurs in respect of the
Shares.
4. The expiry date of the Incentive Options is as follows:
(a) 1 May 2016; or
(b) if the Incentive Options have not vested in accordance with
paragraph 3, the date the holder ceases to be the managing director
of the Company unless the holder and the Company agree
otherwise,
and thereafter no party has any claim against any other party
arising under or in respect of any of the Incentive Options.
5. For the purposes of paragraph 3(b) "Change in Control Event"
means:
(a) the occurrence of:
(i) the offeror under a takeover offer in respect of all Shares
announcing that it has received acceptances in respect of 50.1% or
more of the Shares; and
(ii) that takeover bid has become unconditional (except any
condition in relation to the cancellation or exercise of the
Incentive Options); or
(b) the announcement by the Company that:
(i) shareholders of the Company have at a court convened meeting
of shareholders voted in favour, by the necessary majority, of a
proposed scheme of arrangement under which all Shares are to be
either:
(A) cancelled; or
(B) transferred to a third party; and
(ii) the Court, by order, approves the proposed scheme of
arrangement.
6. The notice attached to this certificate has to be completed
when exercising the Incentive Options (Notice of Exercise).
7. Incentive Options may be exercised by the holder completing
and forwarding to the Company a Notice of Exercise and payment of
the Exercise Price for each Incentive Option being exercised.
8. Shares issued on exercise of the Incentive Options rank
equally with the then shares of the Company.
9. Application will be made by the Company to ASX for official
quotation of the shares issued upon the exercise of the Incentive
Options.
10. Within 15 Business Days after the later of the
following:
(a) receipt of a Notice of Exercise given in accordance with
these terms and conditions and payment of the Exercise Price for
each Incentive Option being exercised by the Company if the Company
is not in possession of excluded information (as defined in section
708A(7) of the Corporations Act); and
(b) the date the Company ceases to be in possession of excluded
information in respect to the Company (if any) following the
receipt of the Notice of Exercise and payment of the Exercise Price
for each Incentive Option being exercised by the Company,
the Company will:
(c) allot and issue the Shares pursuant to the exercise of the
Incentive Options;
(d) give ASX a notice that complies with section 708A(5)(e) of
the Corporations Act or lodge a prospectus with ASIC that qualifies
the Shares for resale under section 708A(11) of the Corporations
Act; and
(e) apply for official quotation on ASX of Shares issued
pursuant to the exercise of the Incentive Options.
11. There are no participation rights or entitlements inherent
in the Incentive Options and holders will not be entitled to
participate in new issues of capital offered to Shareholders during
the currency of the Incentive Options.
12. However, the Company will ensure that for the purposes of
determining entitlements to any such issue, the record date will be
at least ten Business Days after the issue is announced. This will
give the holders of Incentive Options the opportunity to exercise
their Incentive Options prior to the date for determining
entitlements to participate in any such issue.
13. If the Company makes a bonus issue of Shares or other
securities to existing Shareholders (other than an issue in lieu or
in satisfaction, of dividends or by way of dividend
reinvestment):
(a) the number of Shares which must be issued on the exercise of
an Incentive Option will be increased by the number of Shares which
the holder of the Incentive Option would have received if the
holder of the Incentive Option had exercised the Incentive Option
before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.
14. If the Company makes an issue of Shares pro rata to existing
Shareholders (other than an issue in lieu or in satisfaction of
dividends or by way of dividend reinvestment) the Exercise Price of
an Incentive Option will be reduced according to the following
formula:
New exercise price =
O = the old Exercise Price of the Incentive Option.
E = the number of underlying Shares into which one Incentive
Option is exercisable.
P = average market price (as defined in the Listing Rules) per
Share weighted by reference to volume of the underlying Shares
during the 5 trading days ending on the day before the ex rights
date or ex entitlements date.
S = the subscription price of a Share under the pro rata
issue.
D = the dividend due but not yet paid on the existing underlying
Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must
be held to receive a right to one new share.
15. If there is any reconstruction of the issued share capital
of the Company, the rights of the holders of the Incentive Options
will, be varied to the extent necessary to comply with the Listing
Rules which apply to the reconstruction at the time of the
reconstruction.
16. No application for quotation of the Incentive Options will
be made by the Company.
17. The Incentive Options are not transferable.
18. Cheques shall be in Australian currency made payable to the
Company and crossed "Not Negotiable". The application for Shares on
exercise of the Incentive Options with the appropriate remittance
should be lodged at the Company's Registry.
Schedule 3 - Terms and Conditions of the Berkeley Employee
Option Scheme
The Directors are empowered to operate the Scheme in accordance
with the Listing Rules and on the following terms and
conditions:
1. Subject to paragraph 4(d), the Directors may offer to issue
Options to Eligible Employees in accordance with Class Order
03/184, the Scheme and in such manner and on such terms and
conditions as they in their absolute discretion determine.
2. If the Company has offered you Options, to accept the offer
complete the Acceptance Form or accept in such other form as the
Directors may in their absolute discretion approve from time to
time.
3. The Eligible Employees to participate in the Scheme shall be
as the Directors in their absolute discretion determine and shall
take into account skills, experience, length of service with the
Company, remuneration level and such other criteria as the
Directors consider appropriate in the circumstances.
4. Options may not be offered under this Scheme without the
issue of a prospectus in accordance with Chapter 6D of the
Corporations Act, if the aggregate of:
(a) the number of Options to be issued;
(b) the number of Shares which would be issued if all the
current Options issued under any employment incentive scheme were
exercised;
(c) the number of Shares which have been issued as a result of
the exercise of Options issued under any employee incentive scheme,
where the Options were issued during the preceding five years;
and
(d) all other Shares issued pursuant to any employee incentive
scheme during the preceding five years;
but disregarding any offer made, Options or Shares issued by way
of or as a result of:
(e) an offer to a person situated at the time of receipt of the
offer outside Australia;
(f) an offer that was an excluded offer or invitation within the
meaning of the Corporations Act as it stood prior to the
commencement of Schedule 1 of the Corporate Law Economic Reform
Program Act 1999;
(g) an offer that did not need disclosure to investors because
of section 708 of the Corporations Act; or
(h) an offer under a disclosure document,
would exceed 5% of the then current number of Shares on
issue.
5. The Directors may, in their absolute discretion, offer to
Eligible Employees Options under the Scheme, notwithstanding that
it has previously issued more than the 5% limit in paragraph (d),
up to a maximum of 10%, provided that the issue is made in
accordance with the requirements of Chapter 6D of the Corporations
Act.
6. Options will be issued free of charge to Eligible Employees.
The exercise price of the Options shall be as the Directors in
their absolute discretion determine, provided that it shall not be
less than that amount which is equal to 90% of the average market
price of the Shares in the 5 days in which sales in the Shares were
recorded immediately preceding the day on which the Directors
resolve to offer the Options.
7. The Directors may limit the total number of Options which may
be exercised under the Scheme in any year.
8. The Directors, in their absolute discretion, having regard to
skills, experience, length of service with the Company,
remuneration level and such other criteria as the Directors
consider appropriate in the circumstances, shall determine criteria
to establish the periods during which the Options may be
exercised.
9. All Options with a common expiry date shall have the same
exercise price and rights to participate in issues of securities by
the Company.
10. Unless the Directors in their absolute discretion determine
otherwise, Options shall lapse upon the earlier of:
(a) the expiry of the exercise date;
(b) the Option holder ceasing to be an Eligible Employee by
reason of dismissal, resignation or termination of employment,
office or services for any reason;
(c) the expiry of 30 days after the Option holder ceases to be
an Eligible Employees by reason of retirement; or
(d) a determination by the Directors that the Option holder has
acted fraudulently, dishonestly or in breach of his or her
obligations to the Company or an Associated Body Corporate;
11. If an Eligible Employee accepts an offer from the Company to
participate in the Scheme then the Company will evidence the issue
of an Option to an Eligible Employee by issuing that Eligible
Employee a Certificate for that Option.
12. Each Option entitles the holder to subscribe for and be
issued with one Share.
13. Shares issued pursuant to the exercise of Options will in
all respects, including bonus issues and new issues, rank equally
and carry the same rights and entitlements as other Shares on
issue.
14. There are no participating rights or entitlements inherent
in the Options and holders will not be entitled to participate in
new issues of capital offered to shareholders during the currency
of the Options. However, the Company will ensure that for the
purposes of determining entitlements to any such issue, the record
date will be at least 7 business days after the issue is announced.
This will give Option holders the opportunity to exercise their
Options prior to the date for determining entitlements to
participate in any such issue.
15. The Options will not be quoted on the ASX. However,
application will be made to the ASX for official quotation of the
Shares issued on the exercise of the Options if the Shares are
listed on the ASX at that time.
16. An application to be issued Options may be made by Eligible
Employees invited to participate in the Scheme in such form and on
such terms and conditions concerning the closing date for
applications as the Directors in their absolute discretion
determine.
17. If at any time the issued capital of the Company is
reconstructed, all rights of Option holders are to be changed in a
manner consistent with the Listing Rules.
18. Subject to and in accordance with the Listing Rules
(including any waiver issued under such Listings Rules), the
Directors (without the necessity of obtaining the prior or
subsequent consent of shareholders of the Company in a general
meeting) may from time to time amend (including the power to
revoke, add to or vary) all or any provisions of the Terms and
Conditions in any respect whatsoever, by an instrument in writing,
provided that rights or entitlements in respect of any Option
issued before the date of amendment shall not be reduced or
adversely affected unless prior written approval from the affected
holder(s) is obtained.
19. At the absolute discretion of the Directors, the terms upon
which Options will be issued may incorporate performance related
factors. Such factors may reflect, inter alia, profitability
levels, increases in production or decreases in production costs
and may, subject to clause (r) above, be amended from time to time
in a manner favourable to the Option holder. However such
performance related factors, if included in the Option terms or so
amended shall not act in any way to constitute a breach of the
Terms and Conditions.
20. Notwithstanding the Terms and Conditions, upon the
occurrence of a Trigger Event the Directors may determine:
(a) that the Options may be exercised at any time from the date
of such determination, and in any number until the date determined
by the Directors acting bona fide so as to permit the holder to
participate in any change of control arising from a Trigger Event
provided that the Directors will forthwith advise in writing each
holder of such determination. Thereafter, the Options shall lapse
to the extent they have not been exercised; or
(b) to use their reasonable endeavours to procure that an offer
is made to holders of Options on like terms (having regard to the
nature and value of the Options) to the terms proposed under the
Trigger Event in which case the Directors shall determine an
appropriate period during which the holder may elect to accept the
offer and, if the holder has not so elected at the end of that
period, the Options shall immediately become exercisable and if not
exercised within 10 days, shall lapse.
21. An Option may not be transferred or assigned except that a
legal personal representative of a holder of an Option who has died
or whose estate is liable to be dealt with under laws relating to
mental health will be entitled to be registered as the holder of
that Option after the production to the Directors of such documents
or other evidence as the Directors may reasonably require to
establish that entitlement.
22. An Option is exercisable by the holder lodging with the
Company a Notice of Exercise of Option together with a cheque for
the exercise price of each Option to be exercised and the relevant
Option Certificate. If not all of the holder's Options are being
exercised, a holder must exercise Options in multiples of
1,000.
23. Neither participation in the Scheme by the Company or an
Associated Body Corporate or any Eligible Employees or Option
holders or anything contained in these Terms and Conditions shall
in any way prejudice or affect the right of the Company or an
Associated Body Corporate to dismiss any Eligible Employees or
Option holder or to vary the terms of employment of any Eligible
Employees or Option holder. Nor shall participation or the rights
or benefits of an Eligible Employees or Option holder under the
Terms and Conditions be relevant to or be used as grounds for
granting or increasing damages in any action brought by an Eligible
Employees or Option holder against the Company or an Associated
Body Corporate whether in respect of any alleged wrongful dismissal
or otherwise.
24. At all times during which Eligible Employees may subscribe
for or purchase Shares upon exercise of an Option issued pursuant
to the Scheme, the Company shall provide, within a reasonable
period of a request by Eligible Employees, the current market price
of the Shares. Contact the Company Secretary to obtain this
information.
25. The Scheme shall be administered by the Directors who shall
have power to:
(a) determine appropriate procedures for administration of the
Scheme consistent with these Terms and Conditions;
(b) resolve conclusively all questions of fact or interpretation
or dispute in connection with the Scheme and settle as the
Directors in their absolute discretion determine expedient any
difficulties or anomalies howsoever arising with or by reason of
the operation of the Scheme;
(c) delegate to any one or more persons for such period and on
such conditions as it may determine the exercise of any of the
Directors' powers or discretions arising under the Scheme; and
(d) subject to the Listing Rules, waive strict compliance with,
amend or add to the Terms and Conditions of the Scheme except for
the provisions of clause (d), and where such actions are taken such
actions shall be conclusive, final and binding on Option
holders.
In this Schedule the following terms shall bear the following
meaning:
Acceptance Form means the Acceptance Form which will accompany
the invitation to the Eligible Employee to participate in the
Scheme.
Associated Body Corporate means:
(a) a related body corporate (as defined in the Corporations
Act) of the Company;
(b) a body corporate which has an entitlement to not less than
20% of the voting shares of the Company; and
(c) a body corporate in which the Company has an entitlement to
not less than 20% of the voting shares.
ASX means the Australian Stock Exchange Limited.
Business Day means those days other than a Saturday, Sunday, New
Year's Day, Australia Day, Good Friday, Easter Monday, Anzac Day,
Christmas Day, Boxing Day and any other day which the ASX shall
declare and publish is not a business day.
Certificatemeans a certificate for any Option issued to Eligible
Employees which will include all of the terms and conditions of the
Option and the Notice of Exercise of Option or such other evidence
of ownership that the Directors may in their absolute discretion
determine from time to time.
Company means Berkeley Resources Limited ABN 40 052 468 569.
Company Group means the Company and its Associated Bodies
Corporate.
Corporations Act means the Corporations Act 2001
(Commonwealth).
Directors mean the directors from time to time of the
Company.
Eligible Employees means any full or part time employees and
consultants of the Company or its Associated Bodies Corporate.
Listing Rules means the official listing rules of ASX as amended
from time to time.
Notice of Exercise of Option means the Notice of Exercise of
Option which will accompany the invitation to the Eligible Employee
to participate in the Scheme.
Offer Period means the period referred to in the definition of
that expression in Section 624 of the Corporations Act, provided
that where a takeover bid is publicly announced prior to the
service of an off--market bidder's statement on the Company in
relation to that takeover bid the Offer Period shall be deemed to
have commenced at the time of that announcement.
Option means an option to acquire a Share issued in accordance
with the Scheme.
Scheme means the Berkeley Resources Limited ABN 40 052 468 569
Employee Option Scheme in which Eligible Employees may be invited
to participate in accordance with the Terms and Conditions.
Share means a fully paid ordinary share in the capital of the
Company.
Terms and Conditions means the terms and conditions in this
Schedule.
Trigger Event means:
the despatch of a notice of meeting to consider a scheme of
arrangement between the Company and its creditors or members or any
class thereof pursuant to section 411 of the Corporations Act;
(d) the service of a bidder's statement or a like document on
the Company; or
(e) the date upon which a person or a group of associated person
becomes entitled, subsequent to the date of issue of the Option, to
sufficient Shares to give it or them the ability, in general
meeting to replace all, or allow a majority, of Directors in
circumstances where such ability was not already held by a person
associated with such person or group of associated persons.
BERKELEY RESOURCES LIMITED
ABN 40 052 468 569
P R O X Y F O R M
The Company Secretary
Berkeley Resources Limited
By delivery: By post: By facsimile:
Level 2, 91 Havelock Street PO Box 534 (08) 214 7575
West Perth WA 6005 West Perth WA 6872
I/We (1)
________________________________________________________________________
________________
of
________________________________________________________________________
__________________
being a Shareholder/Shareholders of the Company and entitled to
_______________________________________
votes in the Company, hereby appoint (2)
____________________________________________________________
or failing such appointment the chairman of the General Meeting
as my/our proxy to vote for me/us on my/our behalf at the General
Meeting of the Company to be held at the offices of Berkeley
Resources Limited at Level 2, 91 Havelock Street, West Perth, WA,
6005 on Tuesday 20(th) September 2011 commencing at 10.00am (WST)
and at any adjournment thereof in the manner indicated below or, in
the absence of indication, as he thinks fit. If 2 proxies are
appointed, the proportion or number of votes that this proxy is
authorised to exercise is * [ ]% of the Shareholder's votes*/ [ ]
of the Shareholder's votes. (An additional Proxy Form will be
supplied by the Company, on request).
INSTRUCTIONS AS TO VOTING ON RESOLUTION
Important:
The proxy is to vote for or against the Resolution referred to
in the Notice as follows:
For Against Abstain
Resolution Approval of Issue of Incentive Options
1 to Mr Brendan James
Resolution Approval to Renew Employee Option
2 Scheme
Authorised signature/s This section must be signed in accordance
with the instructions overleaf to enable your voting instructions
to be implemented.
Individual or Shareholder Shareholder 2 Shareholder 3
1
-------------------------- -------------- -----------------
Sole Director and Sole Director Director/Company
Company Secretary Secretary
_________________________ _______________________
___________________
Contact Name Contact Daytime Telephone Date
(---------1) Insert name and address of Shareholder (2) Insert
name and address of proxy *Omit if not applicable
Proxy Notes:
A Shareholder entitled to attend and vote at the General Meeting
may appoint a natural person as the Shareholder's proxy to attend
and vote for the Shareholder at that General Meeting. If the
Shareholder is entitled to cast 2 or more votes at the General
Meeting the Shareholder may appoint not more than 2 proxies. Where
the Shareholder appoints more than one proxy the Shareholder may
specify the proportion or number of votes each proxy is appointed
to exercise. If such proportion or number of votes is not specified
each proxy may exercise half of the Shareholder's votes. A proxy
may, but need not be, a Shareholder of the Company.
If a Shareholder appoints a body corporate as the Shareholder's
proxy to attend and vote for the Shareholder at that General
Meeting, the representative of the body corporate to attend the
General Meeting must produce the 'Certificate of Appointment of
Representative' prior to admission. A form of the certificate may
be obtained from the Company's share registry.
You must sign this form as follows in the spaces provided:
Joint Holding: where the holding is in more than one name all of
the holders must sign.
Power of Attorney: if signed under a power of attorney, you must
have already lodged it with the registry, or alternatively, attach
a certified photocopy of the power of attorney to this Proxy Form
when you return it.
Companies: a director can sign jointly with another director or
a company secretary. A sole director who is also a sole company
secretary can also sign. Please indicate the office held by signing
in the appropriate space.
If a representative of the corporation is to attend the General
Meeting the appropriate "Certificate of Appointment of
Representative" should be produced prior to admission. A form of
the certificate may be obtained from the Company's share
registry.
Proxy Forms (and the power of attorney or other authority, if
any, under which the Proxy Form is signed) or a copy or facsimile
which appears on its face to be an authentic copy of the Proxy Form
(and the power of attorney or other authority) must be deposited at
or received by facsimile transmission at the Perth office of the
Company Level 2, 91 Havelock Street, West Perth, WA, 6500, or by
post to PO Box 534, West Perth, WA, 6872 or Facsimile (08) 92147575
if faxed from within Australia or +618 9214 7575 if faxed from
outside Australia) not less than 48 hours prior to the time of
commencement of the General Meeting (WST).
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOESFASWUFFSEEA
Grafico Azioni Berkeley Energia (LSE:BKY)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Berkeley Energia (LSE:BKY)
Storico
Da Lug 2023 a Lug 2024