TIDMLRL
RNS Number : 9163F
Leyshon Resources Limited
30 April 2014
LEYSHON RESOURCES LIMITED
ABN 75 010 482 274
NOTICE OF ANNUAL GENERAL MEETING
The annual general meeting of the Company will be held at Hardy
Bowen Lawyers, Level 1, 28 Ord Street, West Perth, Western
Australia on Friday 30 May 2014 at 10:00am (WST).
This Notice of Annual 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 do not hesitate to
contact the Company Secretary by telephone on (08) 9321 0077.
LEYSHON RESOURCES LIMITED
ABN 75 010 482 274
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of
shareholders of Leyshon Resources Limited (Company) will be held in
the offices of Hardy Bowen Lawyers, Level 1, 28 Ord Street, West
Perth, Western Australia on Friday 30 May 2014 at 10:00am (WST).
(Meeting).
The Explanatory Memorandum provides additional information on
matters to be considered at the Meeting. The Explanatory Memorandum
and the Proxy Form form 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 Meeting are those who are registered as Shareholders
of the Company on 28 May 2014 at 5:00pm (WST).
Terms and abbreviations used in the Notice are defined in
Schedule 1.
AGENDA
1. Annual Report
To consider the Annual Report of the Company and its controlled
entities for the financial year ended 31 December 2013, which
includes the Financial Report, the Directors' Report and the
Auditor's Report.
2. Resolution 1 - Remuneration Report
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That the Remuneration Report be adopted by the Shareholders on
the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
In accordance with section 250R of the Corporations Act, a vote
on this Resolution must not be cast by or on behalf of a member of
the Key Management Personnel whose remuneration details are
included in the Remuneration Report, or a Closely Related Party of
such member.
A vote may be cast by such person if the vote is not cast on
behalf of a person who is excluded from voting on this Resolution,
and:
(a) the person is appointed as proxy by writing that specifies
the way the proxy is to vote on the Resolution; or
(b) the person is the Chairman and the appointment of the
Chairman as proxy does not specify the way the proxy is to vote on
this Resolution, but expressly authorises the Chairman to exercise
the proxy even if this Resolution is connected with the
remuneration of a member of the Key Management Personnel.
3. Resolution 2 - Re-election of Director - Mr Paul Atherley
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That Mr Paul Atherley, who retires in accordance with article
6.3(c) of the Constitution and, being eligible, offers himself for
re-election, be re-elected as a Director."
4. Resolution 3 - Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without
amendment, as a special resolution the following:
"That in accordance with Listing Rule 7.1A and for all other
purposes, Shareholders approve the issue of Equity Securities of up
to 10% of the issued capital of the Company (at the time of the
issue), calculated in accordance with the formula prescribed in
Listing Rule 7.1A.2 and on the terms and conditions in the
Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution 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 if this Resolution is passed, except a benefit solely in
the capacity of a holder of Shares, and any associate of that
person (or those persons).
The Company will not disregard a vote if:
(a) it is cast by a person as a proxy for a person who is
entitled to vote, in accordance with the directions on the Proxy
Form; or
(b) it is cast by the Chairman 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.
5. Resolution 4 - Authority to Grant Incentive Options to Mr Corey Nolan
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That in accordance with Listing Rule 10.11 and for all other
purposes Shareholders authorise and approve the issue of 9,000,000
Incentive Options to Mr Corey Nolan and/or his nominees on the
terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast on this Resolution by
Mr Corey Nolan and any of his associates.
The Company will not disregard a vote if:
(a) 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
(b) it is cast by the Chairman 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.
In accordance with section 250BD of the Corporations Act, a vote
on this Resolution must not be cast by a person appointed as a
proxy, where that person is either a member of the Key Management
Personnel or a Closely Related Party of such member.
A vote may be cast by such person if:
(a) the vote is not cast on behalf of a person who is otherwise excluded from voting; and
(b) the person is appointed as a proxy and the appointment
specifies how the proxy is to vote; or
(c) the person appointed as proxy is the Chairman and the
appointment does not specify how the Chairman is to vote but
expressly authorises the Chairman to exercise the proxy even if the
Resolution is connected with the remuneration of a member of the
Key Management Personnel.
6. Resolution 5 - Amendment to the Company's Investing Policy
To consider and, if though fit, to pass, without or without
amendment, as an ordinary resolution the following:
"That Shareholders approve and authorise the Amended AIM
Investing Policy on the terms and conditions in the Explanatory
Memorandum."
BY ORDER OF THE BOARD
Murray Wylie
Company Secretary
Dated: 30 April 2014
LEYSHON RESOURCES LIMITED
ABN 75 010 482 274
EXPLANATORY MEMORANDUM
1. Introduction
This Explanatory Memorandum has been prepared for the
information of Shareholders in connection with the business to be
conducted at the Meeting to be held at Hardy Bowen Lawyers, Level
1, 28 Ord Street, West Perth, Western Australia on Friday 30 May
2014 at 10:00am (WST).
This Explanatory Memorandum forms part of the Notice which
should be read in its entirety. The purpose of this Explanatory
Memorandum is to provide information to Shareholders in deciding
whether or not to pass the Resolutions.
This Explanatory Memorandum includes the following information
to assist Shareholders in deciding how to vote on the
Resolutions:
Section 2: Action to be taken by Shareholders
Section 3: Annual Report
Section 4: Resolution 1 - Remuneration Report
Section 5: Resolution 2 - Re-election of Director -
Mr Paul Atherley
Section 6: Resolution 3 - Approval of 10% Placement
Facility
Section 7: Resolution 4 - Approval of Issue of Incentive
Options to Mr Corey Nolan
Section 8: Resolution 5 - Amendment to Company's Investing
Policy
A Proxy Form is located at the end of this Explanatory
Memorandum.
2. Action to be taken by Shareholders
Shareholders should read the Notice and this Explanatory
Memorandum carefully before deciding how to vote on the
Resolutions.
2.1 Proxies
A Proxy Form is included with the Notice. This is to be used by
Shareholders if they wish to appoint a representative (a 'proxy')
to vote in their place. All Shareholders are invited and encouraged
to attend the 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 Meeting in
person.
Please note that:
(a) a member of the Company entitled to attend and vote at the
Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company 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, but where the proportion
or number is not specified, each proxy may exercise half of the
votes.
The enclosed Proxy Form provides further details on appointing
proxies and lodging Proxy Forms.
2.2 Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)
In accordance with section 250R of the Corporations Act, a vote
on Resolutions 1 must not be cast (in any capacity) by, or on
behalf of:
(a) a member of the Key Management Personnel whose remuneration
details are included in the Remuneration Report; or
(b) a Closely Related Party of such member.
However, a person described above may cast a vote on Resolution
1 if the vote is not cast on behalf of a person who is excluded
from voting on Resolution 1, and:
(a) the person is appointed as proxy by writing that specifies
the way the proxy is to vote on this Resolution; or
(b) the person is the Chairman and the appointment of the
Chairman as proxy does not specify the way the proxy is to vote on
the resolution, but expressly authorises the Chairman to exercise
the proxy even if the Resolution is connected with the remuneration
of a member of the Key Management Personnel.
The Chairman intends to exercise all available proxies in favour
of Resolution 1.
3. Annual Report
In accordance with section 317 of the Corporations Act,
Shareholders will be offered the opportunity to discuss the Annual
Report, including the Financial Report, the Directors' Report and
the Auditor's Report for the financial year ended 31 December
2013.
There is no requirement for Shareholders to approve the Annual
Report.
At the Meeting, Shareholders will be offered the opportunity
to:
(a) discuss the Annual Report which is available online at www.leyshonresources.com;
(b) ask questions about, or comment on, the management of the Company; and
(c) ask the auditor questions about the conduct of the audit and
the preparation and content of the Auditor's Report.
In addition to taking questions at the Meeting, written
questions to the Chairman about the management of the Company, or
to the Company's auditor about:
(a) the preparation and content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies adopted by the Company in relation to
the preparation of the financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 business days before the
Meeting to the Company Secretary at the Company's registered
office.
4. Resolution 1 - Remuneration Report
In accordance with subsection 250R(2) of the Corporations Act,
the Company must put the Remuneration Report to the vote of
Shareholders. The Directors' Report contains the Remuneration
Report which sets out the remuneration policy for the Company and
the remuneration arrangements in place for the executive Directors,
specified executives and non-executive Directors.
In accordance with subsection 250R(3) of the Corporations Act,
Resolution 1 is advisory only and does not bind the Directors. If
Resolution 1 is not passed, the Directors will not be required to
alter any of the arrangements in the Remuneration Report.
The Corporations Amendment (Improving Accountability on Director
and Executive Remuneration) Act 2011 which came into effect on 1
July 2011, amended the Corporations Act to provide that
Shareholders will have the opportunity to remove the whole Board
except the managing director if the Remuneration Report receives a
'no' vote of 25% or more (Strike) at two consecutive annual general
meetings.
Where a resolution on the Remuneration Report receives a Strike
at two consecutive annual general meetings, the Company will be
required to put to Shareholders at the second annual general
meeting a resolution on whether another meeting should be held
(within 90 days) at which all Directors (other than the managing
director) who were in office at the date of approval of the
applicable Directors' Report must stand for re-election.
The Company's Remuneration Report did not receive a Strike at
the 2013 annual general meeting. If the Remuneration Report
receives a Strike at this Meeting, Shareholders should be aware
that if a second Strike is received at the 2015 annual general
meeting, this may result in the re-election of the Board.
The Chairman will allow a reasonable opportunity for
Shareholders as a whole to ask about, or make comments on the
Remuneration Report.
Resolution 1 is an ordinary Resolution.
The Chairman intends to exercise all available proxies in favour
of Resolution 1.
If the Chairman is appointed as your proxy and you have not
specified the way the Chairman is to vote on Resolution 1, by
signing and returning the Proxy Form, you are considered to have
provided the Chairman with an express authorisation for the
Chairman to vote the proxy in accordance with the Chairman's
intention, even though the Resolution is connected directly or
indirectly with the remuneration of a member of the Key Management
Personnel of the Company.
5. Resolution 2 - Re-election of Director - Mr Paul Atherley
In accordance with Listing Rule 14.4, a Director must not hold
office (without re-election) past the third annual general meeting
following the Director's appointment, or 3 years, whichever is
longer.
Article 6.3(c) of the Constitution requires that one third of
the Directors (not including any managing director of the Company)
must retire at each annual general meeting (rounded down to the
nearest whole number).
Article 6.3(f) provides that a Director who retires under
article 6.3(c) of the Constitution is eligible for
re--election.
Mr Paul Atherley was formerly the managing director of the
Company. Since resigning as the managing director on 14 February
2014, Mr Atherley has continued as a Director in a non-executive
capacity. As he is no longer the managing director, Mr Atherley is
subject to article 6.3(c) of the Constitution.
Resolution 2 therefore provides that Mr Paul Atherley retires by
rotation and seeks re--election.
Details of the qualifications and experience of Mr Paul Atherley
are in the Annual Report.
The Board (excluding Mr Paul Atherley) recommends that
Shareholders vote in favour of Resolution 2.
Resolution 2 is an ordinary resolution.
The Chairman intends to exercise all available proxies in favour
of Resolution 2.
6. Resolution 3 - Approval of 10% Placement Facility
6.1 General
Listing Rule 7.1A enables eligible entities to issue Equity
Securities up to 10% of its issued share capital through placements
over a 12 month period after the annual general meeting (10%
Placement Facility). The 10% Placement Facility is in addition to
the Company's 15% placement capacity under Listing Rule 7.1.
An eligible entity for the purposes of Listing Rule 7.1A is an
entity that is not included in the S&P/ASX 300 Index and has a
market capitalisation of $300 million or less. Based on the ASX
closing price on 28 April 2014, the Company has a market
capitalisation of approximately $2.7 million. The Company is an
eligible entity.
Whilst the Company has no current intention to use the 10%
Placement Facility, the Company is now seeking Shareholder approval
by way of a special resolution to have the ability, if required, to
issue Equity Securities under the 10% Placement Facility.
The exact number of Equity Securities to be issued under the 10%
Placement Facility will be determined in accordance with the
formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c)
below).
The Company intends to continue to seek opportunities to create
value from its Mt Leyshon mining leases in Queensland (the Mt
Leyshon Project) and to seek to acquire new energy and/or resources
assets and investments. The Company may use the 10% Placement
Facility to develop its existing key assets and to acquire new
energy and/or resources assets and investments.
The Board unanimously recommends that Shareholders vote in
favour of Resolution 3.
Resolution 3 is a special resolution and therefore requires
approval of 75% of the votes cast by Shareholders present and
eligible to vote (in person, by proxy, by attorney or, in the case
of a corporate Shareholder, by a corporate representative).
The Chairman intends to exercise all available proxies in favour
of Resolution 3.
6.2 Listing Rule 7.1A
(a) Shareholder approval
The ability to issue Equity Securities under the 10% Placement
Facility is subject to Shareholder approval by way of a special
resolution at an annual general meeting.
(b) Equity Securities
Any Equity Securities issued under the 10% Placement Facility
must be in the same class as an existing quoted class of Equity
Securities of the company.
The Company, as at the date of the Notice, only has on issue
ordinary Shares.
(c) Formula for calculating 10% Placement Facility
Listing Rule 7.1A.2 provides that eligible entities which have
obtained Shareholder approval at an annual general meeting may
issue or agree to issue, during the 12 month period after the date
of the annual general meeting, a number of Equity Securities
calculated in accordance with the following formula:
(A x D) - E
A is the number of fully paid shares on issue 12 months before
the date of issue or agreement:
1) plus the number of fully paid shares issued in the 12 months
under an exception in Listing Rule 7.2;
2) plus the number of partly paid shares that became fully paid in the 12 months;
3) plus the number of fully paid shares issued in the 12 months
with Shareholder approval under Listing Rule 7.1 and 7.4. This does
not include an issue of fully paid shares under the entity's 15%
placement capacity without Shareholder approval;
4) less the number of fully paid shares cancelled in the 12 months.
Note that A has the same meaning in Listing Rule 7.1 when
calculating an entity's 15% placement capacity.
D is 10%
E is the number of Equity Securities issued or agreed to be
issued under Listing Rule 7.1A.2 in the 12 months before the date
of the issue or agreement to issue that are not issued with
Shareholder approval under Listing Rule 7.1 or 7.4.
(d) Listing Rule 7.1 and Listing Rule 7.1A
The ability of an entity to issue Equity Securities under
Listing Rule 7.1A is in addition to the entity's 15% placement
capacity under Listing Rule 7.1.
At the date of the Notice, the Company has on issue 249,457,212
Shares and therefore has a capacity to issue:
(i) 37,418,581 Equity Securities under Listing Rule 7.1; and
(ii) subject to the receipt of Shareholder approval under
Resolution 3, 24,945,721 Equity Securities under Listing Rule
7.1A.
The actual number of Equity Securities that the Company will
have capacity to issue under Listing Rule 7.1A will be calculated
at the date of issue of the Equity Securities in accordance with
the formula prescribed in Listing Rule 7.1A.2 (refer to Section
6.2(c) above).
(e) Minimum Issue Price
The issue price of Equity Securities issued under Listing Rule
7.1A must be not less than 75% of the VWAP of Equity Securities in
the same class calculated over the 15 Trading Days (on which trades
in that class were recorded) immediately before:
(i) the date on which the price at which the Equity Securities
are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 Trading
Days of the date in paragraph (i) above, the date on which the
Equity Securities are issued.
(f) 10% Placement Period
Shareholder approval of the 10% Placement Facility under Listing
Rule 7.1A is valid from the date of the annual general meeting at
which the approval is obtained and expires on the earlier to occur
of:
(i) the date that is 12 months after the date of the annual
general meeting at which the approval is obtained; or
(ii) the date of Shareholder approval of a transaction under
Listing Rules 11.1.2 (a significant change to the nature or scale
of activities) or 11.2 (disposal of main undertaking).
(10% Placement Period).
6.3 Listing Rule 7.1A
The effect of Resolution 3 will be to allow the Directors to
issue the 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.
6.4 Specific information required by Listing Rule 7.3A
In accordance with Listing Rule 7.3A, information is provided as
follows:
(a) The Equity Securities will be issued at an issue price of
not less than 75% of the VWAP for the Company's Equity Securities
over the 15 Trading Days (on which trades in that class were
recorded) immediately before:
(i) the date on which the price at which the Equity Securities
are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 Trading
Days of the date in paragraph (i) above, the date on which the
Equity Securities are issued.
(b) If Resolution 3 is approved by Shareholders and the Company
issues Equity Securities under the 10% Placement Facility, the
existing Shareholders' voting power in the Company will be diluted
as shown in the below table (in the case of Convertible Securities,
only if the Convertible Securities are converted into Shares).
There is a risk that:
(i) the market price for the Company's Equity Securities may be
significantly lower on the date of the issue of the Equity
Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a
discount to the market price for the Company's Equity Securities on
the issue date or the Equity Securities are issued as part of
consideration for the acquisition of a new asset,
which may have an effect on the amount of funds raised by the
issue of the Equity Securities.
(c) The below table shows the dilution of existing Shareholders
on the basis of the current market price of Shares and the current
number of ordinary securities for variable "A" calculated in
accordance with the formula in Listing Rule 7.1A(2) as at the date
of the Notice.
(d) The table also shows:
(i) two examples where variable "A" has increased, by 50% and
100%. Variable "A" is based on the number of ordinary securities
the Company has on issue. The number of ordinary securities on
issue may increase as a result of issues of ordinary securities
that do not require Shareholder approval (for example, a pro rata
entitlements issue or scrip issued under a takeover offer) or
future specific placements under Listing Rule 7.1 that are approved
at a future Shareholders' meeting; and
(ii) two examples of where the issue price of ordinary
securities has decreased by 50% and increased by 100% as against
the current market price.
Variable Dilution
'A' in Listing
Rule 7.1A.2
------------------ -------------- ------------------------------------------------------------------
$0.0055 $0.011 $0.022
---------------------------------
50% decrease Issue Price 100% increase
in Issue Price in Issue
Price
------------------ -------------- ----------------------------- ------------------- --------------
Current Variable 10% Voting 24,945,721 24,945,721 24,945,721
A Dilution Shares Shares Shares
249,457,212
Shares
------------------
Funds raised $137,202 $274,403 $548,806
--------------------------------- ----------------------------- ------------------- --------------
50% increase 10% Voting 37,418,581 37,418,581 37,418,581
in current Dilution Shares Shares Shares
Variable
A
374,185,818
Shares
------------------
Funds raised $205,802 $411,604 $823,209
--------------------------------- ----------------------------- ------------------- --------------
100% increase 10% Voting 49,891,442 49,891,442 49,891,442
in current Dilution Shares Shares Shares
Variable
A
498,914,424
Shares
------------------
Funds raised $274,403 $548,806 $1,097,612
--------------------------------- ----------------------------- ------------------- --------------
The table has been prepared on the following assumptions:
(i) The Company issues the maximum number of Equity Securities
available under the 10% Placement Facility.
(ii) No Convertible Securities are converted into Shares before
the date of the issue of the Equity Securities;
(iii) The 10% voting dilution reflects the aggregate percentage
dilution against the issued share capital at the time of issue.
This is why the voting dilution is shown in each example as
10%.
(iv) The table does not show an example of dilution that may be
caused to a particular Shareholder by reason of placements under
the 10% Placement Facility, based on that Shareholder's holding at
the date of the Meeting.
(v) The table shows only the effect of issues of Equity
Securities under Listing Rule 7.1A, not under the 15% placement
capacity under Listing Rule 7.1.
(vi) The issue of Equity Securities under the 10% Placement
Facility consists only of Shares.
(e) The issue price is $0.011 being the closing price of Shares
on the ASX on 28 April 2014. The Company will only issue the Equity
Securities during the 10% Placement Period.
(f) The Company may seek to issue the Equity Securities for the following purposes:
(i) non-cash consideration in relation to costs associated with
pursuing options to create value from its Mt Leyshon mining leases
in Queensland (the Mt Leyshon Project) and/or the acquisition of
energy and/or resources assets and investments. In such
circumstances the Company will provide a valuation of the non-cash
consideration as required by Listing Rule 7.1A.3; or
(ii) cash consideration. In such circumstances, the Company
intends to use the funds raised towards pursuing options to create
value from its Mt Leyshon mining leases in Queensland (the Mt
Leyshon Project) and/or the acquisition of energy and resources
assets or investments (which may include costs associated with due
diligence and engagement of advisors in assessing new energy and
resources assets).
(g) The Company will comply with the disclosure obligations
under Listing Rules 7.1A.4 and 3.10.5A upon the issue of any Equity
Securities.
(h) The Company's allocation policy is dependent on the
prevailing market conditions at the time of any proposed issue
pursuant to the 10% Placement Facility. The identity of the
allottees of Equity Securities will be determined on a case-by-case
basis having regard to the factors including but not limited to the
following:
(i) the methods of raising funds that are available to the
Company, including but not limited to, rights issue or other issue
in which existing security holders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).
(i) The allottees under the 10% Placement Facility have not been
determined as at the date of the Notice but may include existing
substantial Shareholders and/or new Shareholders who are not a
related party or an associate of a related party of the
Company.
Further, if the Company is successful in acquiring new energy
and/or resources assets or investments, it is possible that the
allottees under the 10% Placement Facility will be the vendors of
the new assets or investments.
(j) The Company previously obtained Shareholder approval under
Listing Rule 7.1A at its last annual general meeting held on 31 May
2013. The Company has not issued any securities under Listing Rule
7.1A.
(k) The approval obtained under Listing Rule 7.1A will cease to
be valid in the event that holders of the Company's ordinary
securities approve a transaction under Listing Rules 11.1.2 (a
significant change to the nature or scale of activities) or 11.2
(disposal of main undertaking).
(l) A voting exclusion statement is included in the Notice.
(m) At the date of the Notice, the Company has not approached
any particular existing Shareholder or security holder or an
identifiable class of existing security holder to participate in
the issue of the Equity Securities. No existing Shareholder's votes
will therefore be excluded under the voting exclusion in the
Notice.
7. Resolution 4 - Authority to Grant Incentive Options to Mr Corey Nolan
7.1 General
Resolution 4 seeks Shareholder's approval pursuant to Listing
Rule 10.11 for the Company to issue a total of 9,000,000 Incentive
Options to Mr Corey Nolan and/or his nominees.
Mr Nolan was appointed as managing director of the Company on 14
February 2014. The Incentive Options to be granted pursuant to
Resolution 4 are an incentive component of his remuneration.
Resolution 4 is an ordinary resolution.
7.2 Section 208 of Corporations Act
In accordance with section 208 of the Corporations Act, to give
a financial benefit to a related party, the Company must obtain
Shareholder approval unless the giving of the financial benefit
falls within an exception in sections 210 to 216 of the
Corporations Act.
Mr Nolan, a Director, is a related party of the Company for the
purposes of section 208 of the Corporations Act.
The Board (excluding Mr Nolan) has formed the view that
Shareholder approval under section 208 of the Corporations Act is
not required for the proposed issue of the Incentive Options as an
exception in section 211 of the Corporations Act applies (on the
basis that the Incentive Options are considered to be reasonable
remuneration).
7.3 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 Nolan 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.
7.4 Engagement of Mr Nolan by the Company
On 14 February 2014, the Company announced that it had engaged
Mr Nolan as managing director of the Company, with immediate
effect. The Incentive Options the subject of Resolution 4 form
party of Mr Nolan's contract of employment.
Mr Nolan is an experienced public company director and senior
executive with more than 20 years' experience in advisory,
commercial and business development roles focused on the
acquisition, funding, and development of resource projects. Mr
Nolan's qualifications include a Bachelor of Commerce, and a
Masters Degree in Mineral Energy and Economics. Mr Nolan is also a
graduate of the Australian Institute of Company Directors.
The Board has chosen to issue Incentive Options to Mr Nolan 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. As such, the
Board believes that the number of Incentive Options granted to Mr
Nolan is commensurate to his value to the Company.
7.5 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 Nolan is provided as
follows:
(a) The Company will grant the following Incentive Options to Mr
Nolan and/or his nominees as follows:
(i) 3,000,000 Class A Incentive Options;
(ii) 3,000,000 Class B Incentive Options; and
(iii) 3,000,000 Class C Incentive Options.
(b) The Company will issue the Incentive Options no later than
one month after the date of the Meeting (or such longer period of
time as ASX may in its discretion allow).
(c) Mr Nolan is a Director and is therefore a related party of the Company.
(d) Each Incentive Option will be issued for nil consideration
and therefore no funds will be raised by the issue of the
Options.
(e) The Incentive Options will be granted in three classes whereby:
(i) each Class A Incentive Option entitles the holder to
subscribe for one (1) Share at an exercise price of the sum of 1.54
multiplied by the closing price of the shares on ASX on the date
Shareholder approval is obtained;
(ii) each Class B Incentive Option entitles the holder to
subscribe for one (1) Share at an exercise price of the sum of 3.08
multiplied by the closing price of the Shares on ASX on the date
Shareholder approval is obtained; and
(iii) each Class C Incentive Option entitles the holder to
subscribe for one (1) Share at an exercise price of the sum of 4.62
multiplied by the closing price of the Shares on ASX on the date
Shareholder approval is obtained,
exercisable on or before a date that is three years from the
date of grant.
(f) The Incentive Options are non-transferable and will not be quoted on ASX.
(g) The entire terms and conditions of the Incentive Options are in Schedule 2.
(h) A voting exclusion statement in respect of Resolution 4 is included in the Notice.
8. Resolution 5 - Amendment to the Company's AIM Investing Policy
8.1 General
The Company is an investing company for the purposes of the AIM
Rules and as such is required to have an investing policy which
must be approved by Shareholders. The Current AIM Investing Policy
was approved and authorised by Shareholders at a general meeting on
13 January 2014. A copy of Current AIM Investing Policy is in Part
B of Schedule 3.
The Company seeks Shareholder approval to amend the Current AIM
Investing Policy in order to ensure that the Company is not
restricted from pursuing energy interests, such as uranium or
thermal coal.
A copy of the proposed Amended AIM Investment Policy
(incorporating the amendments sought by Resolution 5) is in Part A
of Schedule 3.
The Board recommends that Shareholders vote in favour of
Resolution 5.
Resolution 5 is an ordinary resolution.
The Chairman intends to exercise all available proxies in favour
of Resolution 5.
Schedule 1 - Definitions
In the Notice and this Explanatory Memorandum:
$ means Australian Dollars.
10% Placement Facility has the meaning given in Section 6.1.
10% Placement Period has the meaning given in Section
6.2(f).
AIM means that market of that name operated by the London Stock
Exchange.
AIM Rules means that the AIM rules for companies as published by
AIM.
Amended AIM Investing Policy means the policy in Part A of
Schedule 3.
Annual Report means the Directors' Report, the Financial Report,
and Auditor's Report, in respect to the financial year ended 31
December 2013.
ASX means the ASX Limited ABN 98 008 624 691 and where the
context permits the Australian Securities Exchange operated by ASX
Limited.
Auditor's Report means the auditor's report on the Financial
Report.
Board means the board of Directors.
Chairman means the person appointed to chair the Meeting
convened by the Notice.
Class A Incentive Options means an Option on the terms and
conditions in Schedule 2.
Class B Incentive Options means an Option on the terms and
conditions in Schedule 2.
Class C Incentive Options means an Option on the terms and
conditions in Schedule 2.
Closely Related Party means:
(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act.
Company means Leyshon Resources Limited ABN 75 010 482 274.
Constitution means the constitution of the Company as at the
date of the Meeting.
Corporations Act means the Corporations Act 2001 (Cth).
Current AIM Investing Policy means the policy in Part B of
Schedule 3
Director means a director of the Company.
Directors' Report means the annual directors' report prepared
under Chapter 2M of the Corporations Act for the Company and its
controlled entities.
Explanatory Memorandum means this explanatory memorandum.
Financial Report means the annual financial report prepared
under Chapter 2M of the Corporations Act for the Company and its
controlled entities.
Incentive Options means the Class A Incentive Options, the Class
B Incentive Options and the Class C Incentive Options.
Key Management Personnel means persons having authority and
responsibility for planning, directing and controlling the
activities of the Company, directly or indirectly, including any
Director (whether executive or otherwise) of the Company.
Listing Rules means the listing rules of ASX.
Option means an option to acquire a Share.
Meeting has the meaning given in the introductory paragraph of
the Notice.
Notice means the notice of general meeting which this
Explanatory Memorandum accompanies.
Proxy Form means the proxy form attached to the Notice.
Remuneration Report means the remuneration report of the Company
contained in the Directors' Report.
Resolution means a resolution referred to in the Notice.
Schedule means a schedule to the Notice.
Section means a section of this Explanatory Memorandum.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a shareholder of the Company.
Strike means a 'no' vote of 25% or more on the resolution
approving the Remuneration Report.
Trading Day means a day determined by ASX to be a trading day in
accordance with the Listing Rules.
VWAP means volume weighted average price.
WST means Western Standard Time, being the time in Perth,
Western Australia.
In the Notice and this Explanatory Memorandum, words importing
the singular include the plural and vice versa.
Schedule 2 - Terms and Conditions of Incentive Options
(a) Entitlement
Each Incentive Option (together the Incentive Options) entitles
the holder to subscribe for one Share upon exercise of each
Incentive Option.
(b) Exercise Price
The number and Exercise Price of the Incentive Options are as
follows:
Incentive Option Number Exercise Price
Class
Class A 3,000,000 1.54 x Grant Share Price
Class B 3,000,000 3.08 x Grant Share Price
Class C 3,000,000 4.62 x Grant Share Price
For the purposes of paragraph (b) above, Grant Share Priceshall
mean the closing price of the Shares on ASX on the date Shareholder
approval for the grant of the Incentive Options is obtained.
(c) Exercise Period
The Incentive Options are exercisable at any time after the date
of grant on or prior to 5.00pm (WST) on the Expiry Date.
(d) Expiry
The Incentive Options will, unless validly exercised, expire on
that date which is 3 years from the date of grant (Expiry
Date).
(e) Notice of Exercise
The notice attached to the certificate has to be completed when
exercising the Incentive Options (Notice of Exercise).
(f) Exercise of Incentive Options
The 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.
(g) Timing of issue of Shares
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 the Company; and
(b) when excluded information in respect to the Company (as
defined in section 708A(7) of the Corporations Act) (if any) ceases
to be excluded information,
the Company will:
(a) allot and issue the Shares pursuant to the exercise of the Incentive Options;
(b) 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
(c) apply for official quotation on ASX of Shares issued
pursuant to the exercise of the Incentive Options.
(h) Shares issued on exercise
All Shares issued upon exercise of the Incentive Options will
rank pari passu in all respects with the Company's then existing
Shares.
(i) Participation in new issues
The holder of Incentive Options cannot participate in new issues
of securities to holders of Shares unless the Incentive Option has
been exercised and the Share has been allotted and registered in
respect of the Incentive Option before the record date for
determining entitlements to the issue. The Company must give notice
to the holder of the Incentive Options of any new issue before the
record date for determining entitlements to the issue in accordance
with the Listing Rules. Incentive Options can only be exercised in
accordance with these terms and conditions.
(j) Adjustment for bonus issues of Shares
If the Company makes a pro rata bonus issue of Shares to holders
of Shares (other than an issue in lieu or in satisfaction of
dividends or by way of dividend reinvestment) and no Shares have
been allotted and registered in respect of the exercise of an
Incentive Option before the record date for determining
entitlements to the bonus issue, then the number of Shares or other
securities for which the holder of the Incentive Options is
entitled to subscribe on exercise of the Incentive Option is
increased by the number of Shares or other securities that the
holder of the Incentive Options would have received if the
Incentive Option had been exercised before the record date for the
bonus issue.
(k) Adjustment for pro rata issue
If the Company makes a pro rata issue of securities (except a
bonus issue) to the holders of Shares (other than an issue in lieu
or in satisfaction of dividends or by way of dividend reinvestment)
the exercise price of an Incentive Option shall be reduced
according to the formula specified in the Listing Rules.
(l) Adjustment for reorganisation
In the event of any reorganisation of the issued ordinary
capital of the Company (including consolidation, subdivision,
reduction or return) the number of Shares attaching to each
Incentive Option or the Exercise Price of an Incentive Option or
both will be reorganised in the manner as specified in the Listing
Rules at the time of the reorganisation.
(m) New issues
Subject to paragraphs (j), (k) and (l), the Exercise Price and
the number of Shares to be issued on the exercise of Incentive
Options will not change in the event of a new issue of securities
by the Company.
(n) Notice of adjustment
The Company will give notice to each holder of the Incentive
Options of any adjustment to the number of Shares which the holder
of the Incentive Options is entitled to subscribe for or be issued
on exercise of an Incentive Option or the Exercise Price of an
Incentive Option in accordance with the Listing Rules at that
time.
(o) Incentive Options Not Transferable
The Incentive Options are not transferable.
(p) Quotation of Incentive Options
Application will not be made for the official quotation on ASX
of the Incentive Options.
(q) Lodgement Instructions
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 registered office.
Schedule 3 -Amended AIM Investing Policy & Current Aim
Investing Policy
PART A - Amended AIM Investing Policy
Note: Wording which is proposed to be added to the Amended AIM
Investment Policy appears in italicised font.
1. The Company is of the view that the urbanisation of 400
million people over the next decade will drive China's growing
demand for minerals and that, increasingly, Chinese companies will
wish to acquire and develop resource projects in their own right to
meet this demand.
2. The Company proposes to draw on its ten years' experience in
China and focus on acquiring and developing mineral projects in
those commodities and located in those countries which it believes
will be of interest to Chinese mining and other groups for either
off-take, partnership or sale.
3. In the Company's view, based on its experience dealing with
private and state owned resource groups, China's rapid growth in
metal and mineral production has to a large extent been based on
known discoveries. The Directors believe that the challenge is
going to be to fill the demand pipeline with new projects, which
does not appear to be taking place now that state funding has been
redirected away from the provincial Bureau of Geology and Minerals
Resources. As a result Chinese companies are seeking to acquire and
develop known resources elsewhere in the world.
4. The Company's primary strategy is to pursue acquisition and
investment opportunities in the minerals sector.
5. The initial focus will be those countries and regions which
rank highly for Chinese minerals investment such as Africa, South
America, Australia, Canada, China and those countries close to or
bordering China.
6. The commodities and types of projects will be those which in
the Company's view will be of strong interest to Chinese groups
over the expected investment horizon and are typically expected to
be high value minerals with good development potential.
7. A key part of the strategy will be to bring the Chinese
group(s) into the project at the financing and development
stage.
8. The Company will be looking to make one or two project
investments at any one time with an expected investment horizon of
2 to 10 years.
9. The Directors are experienced in evaluating acquisition and
investment opportunities and realizing value in the countries,
commodities and types of projects targeted and are able to call on
an extensive network of contacts and consultants with independent
expertise in the sector.
10. The Company will be seeking corporate opportunities to merge
or otherwise combine with other mineral companies if a value
proposition is demonstrated.
11. The Company will continue to pursue opportunities to realise
value from its existing Mt Leyshon Project in Australia. This could
include, but is not limited to, further exploration, recovering
gold from the mill scats and using the existing infrastructure to
generate power.
12. As the Company has disposed of its main undertaking it will
consider the application of ASX Listing Rule 11.1.2 (shareholder
approval for a significant change to the nature and scale of its
activities) and ASX Listing Rule 11.1.3 (application of chapter 1
and 2 of the ASX Listing Rules) at the time of any future
acquisition. Depending on the size and the nature of any
acquisition these Listing Rules may apply to the transaction.
13. The Company will be mindful at all times of minimising
expenditure and preserving the Company's cash balance and
evaluating investment opportunities against the alternative of
returning cash to Shareholders.
14. Any major investment will be put to Shareholders for approval.
15. Pending the investment of the Company's available cash
pursuant to the policy described above, the Company may embark on
an on-market share buyback programme on AIM and ASX if the
Company's shares trade at a discount to net tangible assets.
16. In the view of the Directors and the Company's advisers this
will provide the liquidity necessary to enable those Shareholders
who otherwise may not be able to do so, to sell their Shares at or
around cash backing per share.
PART B - Current AIM Investing Policy
Note: Wording which is proposed to be deleted from the Current
AIM Investment Policy appears in italicised font.
1. Pending the investment of the Company's available cash
pursuant to the policy described above, the Company may embark on
an on-market share buyback programme on AIM and ASX if the
Company's shares trade at a discount to net tangible assets.
2. In the view of the Directors and the Company's advisers this
will provide the liquidity necessary to enable those Shareholders
who otherwise may not be able to do so, to sell their Shares at or
around cash backing per share.
3. The Company is of the view that the urbanisation of 400
million people over the next decade will drive China's growing
demand for minerals and that, increasingly, Chinese companies will
wish to acquire and develop resource projects in their own right to
meet this demand.
4. The Company proposes to draw on its ten years' experience in
China and focus on acquiring and developing mineral projects in
those commodities and located in those countries which it believes
will be of interest to Chinese mining and other groups for either
off-take, partnership or sale.
5. In the Company's view, based on its experience dealing with
private and state owned resource groups, China's rapid growth in
metal and mineral production has to a large extent been based on
known discoveries. The Directors believe that the challenge is
going to be to fill the demand pipeline with new projects, which
does not appear to be taking place now that state funding has been
redirected away from the provincial Bureau of Geology and Minerals
Resources. As a result Chinese companies are seeking to acquire and
develop known resources elsewhere in the world.
6. The Company's primary strategy is to pursue acquisition and
investment opportunities in the minerals sector in general,
including those related to its Mr Leyshon asset and drawing on its
China relationships.
7. As the Company has disposed of its energy and gas assets to
its wholly-owned subsidiary Leyshon Energy Limited and then
distributed the entire issued share capital of Leyshon Energy
Limited in-specie to Shareholders, the Company has determined to
exclude acquisition and investment opportunities in the oil and gas
sector regardless of the location from its investment policy.
8. The initial focus will be those countries and regions which
rank highly for Chinese minerals investment such as Africa, South
America, Australia, Canada, China and those countries close to or
bordering China.
9. The commodities and types of projects will be those which in
the Company's view will be of strong interest to Chinese groups
over the expected investment horizon and are typically expected to
be high value minerals with good development potential.
10. A key part of the strategy will be to bring the Chinese
group(s) into the project at the financing and development stage.
The Company will note be looking to invest in the construction and
operation of the projects itself and, accordingly, the Company
expects the return to Shareholders to be generated by the capital
growth in its projects.
11. The Company will be looking to make one or two project
investments at any one time with an expected investment horizon of
2 to 3 years.
12. The Company does not anticipate that it will require any
significant debt funding as part of the proposed investment
strategy.
13. The Directors are experienced in evaluating acquisition and
investment opportunities and realizing value in the countries,
commodities and types of projects targeted and are able to call on
an extensive network of contacts and consultants with independent
expertise in the sector.
14. The Company will be seeking corporate opportunities to merge
or otherwise combine with other mineral companies if a value
proposition is demonstrated if a value proposition is
demonstrated.
15. As the Company has disposed of its main undertaking it will
consider the application of ASX Listing Rule 11.1.2 (shareholder
approval for a significant change to the nature and scale of its
activities) and ASX Listing Rule 11.1.3 (application of chapter 1
and 2 of the ASX Listing Rules) at the time of any future
acquisition. Depending on the size and the nature of any
acquisition these Listing Rules may apply to the transaction.
16. The Company will be mindful at all times of minimising
expenditure and preserving the Company's cash balance and
evaluating investment opportunities against the alternative of
returning cash to Shareholders.
17. Any major investment will be put to Shareholders for approval.
This page is intentionally left blank
LEYSHON RESOURCES LIMITED
ACN 010482274
P R O X Y F O R M
The Company Secretary
Leyshon Resources Limited
By delivery: By post: By facsimile:
Suite 3, Level 3
1292 Hay Street PO Box 2870 +61 8 9322 4073
WEST PERTH WA 6005 PERTH WA 6872
Name of Shareholder:
Address of Shareholder:
Number of Shares
entitled to
vote:
Please mark ý to indicate your directions. Further instructions
are provided overleaf.
Proxy appointments will only be valid and accepted by the
Company if they are made and received no later than 48 hours before
the meeting.
Step 1 - Appoint a Proxy to Vote on Your Behalf
I/we being Shareholder/s of the Company hereby appoint:
The Chairman .. OR if you are NOT appointing
(mark box) the Chairman as your proxy,
please write the name of the
person or body corporate (excluding
the registered shareholder)
you are appointing as your
proxy
or failing the person/body corporate named, or if no person/body
corporate is named, the Chairman, as my/our proxy to act generally
at the Meeting on my/our behalf, including to vote in accordance
with the following directions (or, if no directions have been
given, and to the extent permitted by law, as the proxy sees fit),
at the Meeting to be held at 10:00am (WST time) on Friday 30 May
2014, in the offices of Hardy Bowen Lawyers, Level 1, 28 Ord
Street, West Perth, Western Australia and at any adjournment or
postponement of that Meeting.
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).
Important - If the Chairman is your proxy or is appointed your
proxy by default
The Chairman intends to vote all available proxies in favour of
Resolution 1. If the Chairman is your proxy or is appointed your
proxy by default, unless you indicate otherwise by ticking either
the 'for', 'against' or 'abstain' box in relation to Resolution 1,
you will be authorising the Chairman to vote in accordance with the
Chairman's voting intentions on Resolution 1 even if those
Resolutions are connected directly or indirectly with the
remuneration of a member of Key Management Personnel.
Step 2 - Instructions as to Voting on Resolutions
INSTRUCTIONS AS TO VOTING ON RESOLUTIONS
The proxy is to vote for or against the Resolutions referred to
in the Notice as follows:
For Against Abstain*
----------- ----------------------------------- ---- -------- ---------
Resolution Remuneration Report
1
----------- ----------------------------------- ---- -------- ---------
Resolution Re-election of Director - Mr Paul
2 Atherley
----------- ----------------------------------- ---- -------- ---------
Resolution Approval of 10% Placement Facility
3
----------- ----------------------------------- ---- -------- ---------
Resolution Approval of Issue of Incentive
4 Options to Mr Corey Nolan
----------- ----------------------------------- ---- -------- ---------
Resolution Amendment to Company's Investing
5 Policy
----------- ----------------------------------- ---- -------- ---------
* If you mark the Abstain box for a particular Resolution, you
are directing your proxy not to vote on your behalf on a show of
hands or on a poll and your votes will not be counted in computing
the required majority on a poll.
Authorised signature/s This section must be signed in accordance
with the instructions below to enable your voting instructions to
be implemented.
The Chairman intends to vote all available proxies in favour of
each Resolution.
Individual or Shareholder Shareholder 2 Shareholder 3
1
-------------------------- -------------- -----------------
Sole Director and Sole Director Director/Company
Company Secretary Secretary
_________________________ _______________________ ___________________
Contact Name Contact Daytime Telephone Date
Proxy Notes:
A Shareholder entitled to attend and vote at the Meeting may
appoint a natural person as the Shareholder's proxy to attend and
vote for the Shareholder at that Meeting. If the Shareholder is
entitled to cast 2 or more votes at the 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 Meeting, the
representative of the body corporate to attend the 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 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 (Suite 3, Level 3, 1292 Hay Street, West Perth, WA, or by
post to PO Box 2870, Perth, WA, 6872 or Facsimile (08) 9322 4073 if
faxed from within Australia or +618 9322 4073 (if faxed from
outside Australia) not less than 48 hours prior to the time of
commencement of the Meeting (WST).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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