30th Dec 2008 07:00
NOTICE OF GENERAL MEETING OF SHAREHOLDERS FRIDAY 30TH januaRy 2009 10.00 AM AT The CELTIC CLUB, 48 ORD STREET, WEST Perth Western Australia NOTICE OF GENERAL MEETING
This Notice of Meeting should be read in conjunction with the attached Explanatory Memorandum.
NOTICE IS HEREBY GIVEN that a General Meeting of shareholders of OILEX LTD ABN 50 078 652 632 ("the Company") will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Friday 30th January 2009 at 10.00 am, to conduct the following business:
ORDINARY BUSINESS - RESOLUTIONS
Resolution 1 - Ratification of previous issue of Tranche 1 Shares
To consider and if thought fit, to pass the following as an ordinary resolution:
"That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of up to 19.8 million Shares predominantly to institutional, sophisticated and professional investor clients of Hartleys, further details of which are set out in the Explanatory Memorandum.
Resolution 2 - Issue of Tranche 2 Shares
To consider and if thought fit, to pass the following as an ordinary resolution:
"That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue and allotment of up to 24 million Shares predominantly to institutional, sophisticated and professional investor clients of Hartleys, on such terms and conditions as set out in the Explanatory Memorandum"
Resolution 3 - Issue of Tranche 2 Shares to Director - Mr Max Cozijn
To consider and if thought fit, to pass the following as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the allotment and issue of 100,000 Tranche 2 Shares to Max Dirk Jan Cozijn, a Director of the Company, or his nominee, for consideration of $23,000 in accordance with the terms and conditions set out in the Explanatory Memorandum"
Resolution 4 - Issue of Tranche 2 Shares to Director - Dr Bruce McCarthy
To consider and if thought fit, to pass the following as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the allotment and issue of 350,000 Tranche 2 Shares to Bruce Henry McCarthy, a Director of the Company, or his nominee, for consideration of $80,500 in accordance with the terms and conditions set out in the Explanatory Memorandum"
Resolution 5 - Issue of Tranche 2 Shares to Director - Mr Raymond Barnes
To consider and if thought fit, to pass the following as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the allotment and issue of 175,000 Tranche 2 Shares to Raymond George Barnes, a Director of the Company, or his nominee, for consideration of $40,250 in accordance with the terms and conditions set out in the Explanatory Memorandum"
All members are invited to attend. An Explanatory Memorandum to shareholdersfollows this Notice.By Order of the BoardMax D.J. CozijnCompany Secretary22 December 2008VOTING EXCLUSION STATEMENTS
The Company will disregard any votes cast on Resolution 1 by the persons who participated in the issue and any associate of those persons. However the Company need not disregard a vote if:
* it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or * it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
The Company will disregard any votes cast on Resolution 2 by the persons who may participate in the proposed issue and any other person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the proposed resolution is passed, or any associate of any of those persons. However, the Company need not disregard a vote if:
* it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or * it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
The Company will disregard any votes cast on Resolution 3 by Mr Max Cozijn, on Resolution 4 by Dr Bruce McCarthy and on Resolution 5, by Mr Raymond Barnes, or by any associate of the relevant Director in respect of the relevant Resolution. However, the Company need not disregard a vote on any of Resolutions 3 to 5 if:
* it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or * it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
PROXIES
1. A Proxy Form is enclosed with this Notice.
2. A member who is entitled to attend and cast a vote at the Meeting is
entitled to appoint a proxy.
3. The proxy need not be a member of the Company. A member who is entitled to
cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you wish to appoint 2 proxies you must use a separate proxy form in respect to each proxy and indicate the percentage of your voting rights or the number of shares that each proxy is appointed in respect of on the proxy forms. You should photocopy the enclosed proxy form or request an additional proxy form to be sent to you. Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes each proxy may exercise half of the member's rights.
4. The Chairman intends to vote all undirected proxies in favour of all
Resolutions.
5. An instrument appointing a proxy may not be treated as valid unless the
instrument, and the power of attorney or other authority (if any) under which the instrument is signed, or proof of the power or authority to the satisfaction of the Directors, is or are deposited at the Company's registered office at 50 Kings Park Rd, West Perth, WA 6005, sent by facsimile to the Company at fax number (08) 9485 3290 or deposited at the Company's share registry not less than 48 hours before the time for the holding of the Meeting or adjourned Meeting as the case may be, at which the person named in the instrument proposes to vote.
6. A corporation may elect to appoint a representative in accordance with the
Corporations Act. That is, a instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor's attorney duly authorised in writing or, if the appointor is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative. The written instrument must be lodged with or presented to the Company before the meeting no later than 48 hours before the time for the holding of the Meeting.
7. In accordance with regulation 7.11.37 of the Corporations Regulations 2001,
the Company has determined that the shareholding of each person for the purposes of determining entitlements to attend and vote at the meeting will be the entitlement of that person set out in the Company's register as at 5:00 pm (Perth time) on the day which is 48 hours before meeting. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting.
8. If you have any queries on how to cast your votes then you may call the
Company on (08) 9425 3200 during business hours.
EXPLANATORY MEMORANDUM
This Explanatory Memorandum 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.
The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the general meeting of Shareholders to be held on 30 January 2009 at 10.00 AM ("the Meeting").
This Explanatory Memorandum should be read in conjunction with the accompanying Notice.
ORDINARY BUSINESS - RESOLUTIONS
Background to Resolutions 1 & 2
On 22 December 2008, the Company announced its intention to undertake a capital raising in 2 tranches to predominantly institutional, sophisticated and professional investor clients of Hartleys to raise a total of approximately $10.074 million.
Tranche 1 of the capital raising will be completed prior to the date of the meeting which is the subject of this Notice of Meeting and upon completion will have resulted in the issue of up to 19.8 million Shares to raise approximately $4,554,000.
Tranche 2 of the capital raising will result in the issue of up to 24 million Shares and will be completed following shareholder approval being obtained pursuant to Resolution 2. Tranche 2 will raise up to approximately $5,520,000
Pursuant to Resolution 1, the Company is seeking Shareholder approval to ratify the previous issue of the Tranche 1 Shares and pursuant to Resolution 2, the Company is seeking shareholder approval for the issue of the Tranche 2 Shares.
The funds raised by the issue of the Tranche 1 Shares and Tranche 2 Shares will be utilised in progressing the Company's oil and gas activities and ongoing working capital requirements, with priority on production from:
* Cambay field development project; * West Kampar Pendalian development project; * Oman testing and development project.
Resolution 1 - Ratification of previous issue of Tranche 1 Shares
Listing Rule 7.4
Listing Rule 7.1 broadly provides that a listed company may not issue securities in any 12 month period which, when aggregated with the number of the other securities issued within that 12 month period, exceed 15% of the number of ordinary shares on issue at the beginning of the 12 month period, unless the issue falls within one of the nominated exceptions or the prior approval of members of the company in general meeting is obtained.
It is possible under Listing Rule 7.4 to ratify previous issues that were made otherwise than under Listing Rule 7.1. The effect of such ratification is to restore the company's discretionary power to issue further shares up to 15% of the number of the company's issued Shares at the beginning of the relevant 12 month period without obtaining shareholder approval.
The Company experiences delays and incurs quite significant costs when obtaining Shareholder approval each time it wishes to issue securities which exceed the 15% limit and do not otherwise fall within one of the nominated Listing Rule exceptions. It is for this reason that the Company has chosen to take this opportunity to ratify the issue of the Tranche 1 Shares and thereby restore its discretionary limit to 15%.
For the purposes of Listing Rule 7.4, and in compliance with Listing Rule 7.5, Shareholders are advised as follows:
1. the number of securities to be issued and allotted is 19.8 million Shares;
2. the Shares will be issued at an issue price of 23 cents per Share;
3. the Shares will be fully paid ordinary shares in the capital of the Company
and will rank pari passu in all
respects with the Company's existing fully paid ordinary Shares;
4. the Shares will be issued predominantly to institutional, sophisticated and
professional investor clients of Hartleys; and
5. the funds raised will be utilised as detailed in the background to
Resolutions 1 and 2 above.
Resolution 2 - Issue of Tranche 2 Shares
Listing Rule 7.1
The issue of up to 24 million Tranche 2 Shares as contemplated by Resolution 2 will exceed the Company's 15% capacity and accordingly Shareholder approval is sought pursuant to Listing Rule 7.1.
Listing Rule 7.3 requires that the following information be provided to Shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.1:
1. the maximum number of securities to be issued by the Company under
Resolution 2 is up to 24 million Shares;
9. the Shares will be issued as soon as practicable after the Meeting but in
any event no later than 3 months after the date of the Meeting (or such later date as is permitted by ASX waiver or modification of the Listing Rules) and it is anticipated that allotment will occur on one date rather than on a progressive basis;
10. the issue price of the Shares will be 23 cents per Share.;
11. the allottees of the Tranche 2 Shares will be professional and
sophisticated investors who will predominately be clients of Hartleys as
well as the directors of Oilex in accordance with Resolutions 3 - 5;
12. the Shares will rank pari passu in all respects with the Company's existing
fully paid ordinary Shares; and
13. the funds raised by the issue of the Tranche 2 Shares will be applied in
accordance with the proposed use of funds as set out above in the
background to Resolutions 1 & 2.
Resolutions 3 - 5 - Issue of Shares to Directors - Mr Max Cozijn, Dr Bruce McCarthy and Mr Raymond Barnes
Background to Resolutions 3 - 5
Each of the Directors have committed, subject to shareholder approval, to subscribe for Tranche 2 Shares. The terms and conditions, including the subscription price, on which these shares will be issued are the same as the terms and conditions on which all other Tranche 2 Shares will be issued.
Resolution 3 seeks Shareholder approval for the purposes of Listing Rule 10.11 to enable the Company to issue a total of 100,000 Shares to Mr Max Cozijn, Director, or his nominee for cash consideration of $23,000 as part of the placement of Tranche 2 Shares pursuant to Resolution 2.
Resolution 4 seeks Shareholder approval for the purposes of Listing Rule 10.11 to enable the Company to issue a total of 350,000 Shares to Dr Bruce McCarthy, Director, or his nominee for cash consideration of $80,500 as part of the placement of Tranche 2 Shares pursuant to Resolution 2.
Resolution 5 seeks Shareholder approval for the purposes of Listing Rule 10.11 to enable the Company to issue a total of 175,000 Shares to Mr Raymond Barnes, Director, or his nominee for cash consideration of $40,250 as part of the placement of Tranche 2 Shares pursuant to Resolution 2.
Information required by Listing Rule 10.13
For the purpose of Listing Rule 10.13, the following information is provided to Shareholders:
* the Shares will be issued to Mr Max Cozijn, Dr Bruce McCarthy and Mr Raymond Barnes or their respective nominees; * the maximum number of securities to be issued is 100,000 Shares to Mr Max Cozijn, 350,000 Shares to Dr Bruce McCarthy and 175,000 Shares to Mr Raymond Barnes; * the Company will issue the Shares as soon as practicable after the date of this Meeting, but in any event no later than 1 month after the date of the Meeting; * the Shares will be issued for a cash consideration of 23 cents per Share. All Shares issued will rank equally with all existing Shares of the Company; and * the funds raised from the issue of Shares will be used in the manner described in the background to Resolutions 1 & 2.
Additional Information
The following information is provided to assist shareholders in assessing how to vote on Resolutions 3 - 5.
a. Following the passage of Resolutions 3 - 5 the direct and indirect interest
of Mr Max Cozijn, Dr Bruce McCarthy and Mr Raymond Barnes or their
respective nominees in Shares in the Company will be as follows:
Director Shares Options Mr Max Cozijn (or 1,400,000 1,000,000 nominee) Dr Bruce McCarthy (or 1,150,000 7,000,000 nominee) Mr Raymond Barnes (or 798,870 4,000,000 nominee)
b. The Shares are to be issued at 23 cents per share. The last sale price of
Shares on ASX on the trading day prior to the date of this Notice of Meeting and the highest and lowest closing price of the Shares on ASX during the 12 months immediately preceding the date of this Notice of Meeting were: Price Date High $1.75 8 January 2008 Low $0.25 22 December 2008 Last $0.255 22 December 2008
c. If Shareholders approve the issue of the Shares to each of the Directors
the effect will be to dilute the shareholding of existing Shareholders by approximately 0.35% on an undiluted basis and based on the number of Shares on issue (as at the date of this Notice) plus the number of all other Shares to be issued if Resolution 2 is passed.
d. None of the Directors provide a recommendation on Resolutions 3 to 5 as
each Director has a personal interest in the outcome of one of those
Resolutions.
e. Neither the Directors nor the Company are aware of any other information
that would be reasonably required by Shareholders to make a decision
whether it is in the best interests of the Company to pass Resolutions 3 -
5.
DEFINITIONS
Words which are defined in this Notice of Meeting have the same meaning when used in the Explanatory Memorandum unless the context requires otherwise. For assistance in considering the Notice of Meeting and the Explanatory Memorandum the following words are defined here:
"ASX" means ASX Limited and where the context requires, the financial market operated by ASX Limited trading as the Australian Securities Exchange.
"Board" means the board of Directors of the Company.
"Company" means Oilex Ltd ABN 50 078 652 632.
"Corporations Act" means the Corporations Act 2001 (Cth).
"Director" means a director of the Company from time to time.
"Explanatory Memorandum" means the explanatory memorandum set out in Annexure A to this Notice of Meeting.
"Hartleys" means Hartleys Limited
"Listing Rules" means the listing rules of ASX.
"Notice of Meeting" means this notice of General Meeting and the Explanatory Memorandum.
"Proxy Form" means the proxy form accompanying the Notice of Meeting.
"Resolution" means a resolution set out in the Notice of Meeting.
"Share" means a fully paid ordinary share in the capital of the Company.
"Shareholder" means a holder of Shares.
"Tranche 1 Shares" means up to 19.8 million Shares issued predominantly to institutional, sophisticated and professional investor clients of Hartleys to raise approximately $4,554,000 and which is the subject of Resolution 1.
"Tranche 2 Shares means up to 24 million Shares intended to be issued at 23 cents per Share predominantly to institutional, sophisticated and professional investor clients of Hartleys to raise approximately $5,520,000 and which is the subject of Resolution 2.
GENERAL MEETING PROXY FORM To: The SecretaryOilex LtdPO Box 588
West Perth, Western Australia, 6872
I/We Of Full name and address in block letters Being a member/members of Oilex Ltd, hereby appoint
of Or failing him/ her
Or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for me on my/our behalf in accordance with the directions indicated below or in the absence of indication, as he/she/they think fit at the Annual General Meeting of the Company to be held at First Floor, The Celtic Club, 48 Ord Street, West Perth, Western Australia on Friday 30 January 2009 at 10.00 am and at any adjournment thereof.
Instructions as to voting:IMPORTANT NOTICE
The Chairman intends to vote all undirected proxies in favour of each resolution.
Resolutions 3 to 5
If the Chairman of the meeting is appointed as your proxy, or may be appointed by
default and you do not wish to direct your proxy in respect of Resolutions 3 to 5,
please place a mark in the box.
By marking this box, you acknowledge that the Chairman of the meeting may exercise your interest even if he has an interest in the outcome of the resolutions and that votes cast by the Chairman of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest. If you mark this box, do not mark any of the boxes alongside resolutions 3 to 5 below.
If you do not mark this box, you should mark one of the boxes alongside resolutions 3 to 5 below directing your proxy how to vote on those resolutions. If you have not directed your proxy how to vote by marking one of the boxes alongside resolutions 3 to 5 below, the Chairman will not cast your votes on the relevant resolution and your votes will not be counted in calculating the required majority if a poll is called on the relevant resolution
BUSINESS:As Ordinary Resolutions FOR AGAINST ABSTAIN
1.To ratify the issue and allottment up to 19.8 million shares 2.To Issue up to a further 24 million shares 3.To Issue up to 100,000 shares to Max Dirk Jan Cozijn 4.To Issue up to 375,000 shares to Bruce Henry McCarthy 5.To Issue up to 175,000 shares to Raymond George Barnes
A. If the member is a company, then it shall either affix its common seal below in the presence of a director and a director/secretary or sign by a duly authorised officer EXECUTED by ACN/ABN in accordance with section 127 of the Corporations Act 2001 Director/Company Secretary Director: Date / /09 Name of Director/Company Name of Director Secretary (BLOCK LETTERS) (BLOCK LETTERS) B If the member is an individual or joint holders: Date / /08 Signature Signature NOTES
1. A Proxy Form is enclosed with this Notice.
1. A member who is entitled to attend and cast a vote at the Meeting is
entitled to appoint a proxy.
2. The proxy need not be a member of the Company. A member who is entitled to
cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you wish to appoint 2 proxies you must use a separate proxy form in respect to each proxy and indicate the percentage of your voting rights or the number of shares that each proxy is appointed in respect of on the proxy forms. You should photocopy the enclosed proxy form or request an additional proxy form to be sent to you. Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes each proxy may exercise half of the member's rights.
3. The Chairman intends to vote all undirected proxies in favour of all
Resolutions.
4. An instrument appointing a proxy may not be treated as valid unless the
instrument, and the power of attorney or other authority (if any) under which the instrument is signed, or proof of the power or authority to the satisfaction of the Directors, is or are deposited at the Company's registered office at 50 Kings Park Rd, West Perth, sent by facsimile to the Company at fax number (08) 9485 3290 or deposited at the Company's share registry not less than 48 hours before the time for the holding of the Meeting or adjourned Meeting as the case may be, at which the person named in the instrument proposes to vote.
5. A corporation may elect to appoint a representative in accordance with the
Corporations Act. That is, a instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor's attorney duly authorised in writing or, if the appointor is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative. The written instrument must be lodged with or presented to the Company before the meeting no later than 48 hours before the time for the holding of the Meeting.
6. In accordance with regulation 7.11.37 of the Corporations Regulations 2001,
the Company has determined that the shareholding of each person for the purposes of determining entitlements to attend and vote at the meeting will be the entitlement of that person set out in the Company's register as at 5:00 pm (Perth time) on [insert date 48 hours before meeting]. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting.
7. If you have any queries on how to cast your votes then you may call the
Company on (08) 9425 3200 during business hours.
vendorRelated Shares:
OEX.L