16th Oct 2009 07:47
NOTICE OF GENERAL MEETING OF SHAREHOLDERS MONDAY 16 NOVEMBER 2009 9.00 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 ABN50 078 652 632 ("the Company") will be held at The Celtic Club, 48 Ord Street,West Perth, Western Australia on Monday 16th November 2009 at 9.00 am (Perthtime), 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 approve and ratify the issue and allotment of up to 24 millionShares predominantly to institutional, sophisticated and professional investorclients of Hartleys, further details of which are set out in the ExplanatoryMemorandum.
Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue and any associate of those persons.
However 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 person chairing the meeting as proxy for a person who isentitled to vote, in accordance with a direction on the proxy form to vote asthe proxy decides.
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 20 million Shares predominantly to institutional, sophisticated and professional investor clients of Hartleys, on the terms and conditions set out in the Explanatory Memorandum"
Voting Exclusion Statement: The Company will disregard any votes cast onResolution 2 by any person who may participate in the proposed issue and anyother person who may obtain a benefit, except a benefit solely in the capacityof a holder of ordinary securities, if the proposed resolution is passed, andany associate of any of those persons.
However 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 person chairing the meeting as proxy for a person who isentitled to vote, in accordance with a direction on the proxy form to vote asthe proxy decides.All members are invited to attend. An Explanatory Memorandum to shareholdersfollows this Notice.By Order of the BoardMax D.J. CozijnChairman16 October 2009
PROXIES - The Notice of General Meeting can be viewed in hardcopy format(including the Proxy Form) on the Company's website www.oilex.com.au
1. A Proxy Form is enclosed with this Notice of Meeting.
2. A member who is entitled to attend and cast a vote at the Meeting is
entitled to appoint a proxy. The proxy need not be a member of the Company.
3. 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 must be in writing under the hand of the
appointer or of the appointer's attorney duly authorised in writing or, if
the appointer 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.
6. 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.
7. A body corporate which is a Shareholder, or which has been appointed as a
proxy, may appoint an individual to act as its representative at the
Meeting. The appointment must comply with section 250D of the Corporations
Act. The representative should bring evidence of their appointment to the
Meeting, including authority under which their appointment is signed,
unless previously given to the Company.
8. 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 14 November 2009. Accordingly, transactions
registered after this time will be disregarded in determining entitlements
to attend and vote at the Meeting.
9. If you have any queries on how to cast your votes then you may call the
Company on (08) 9485 3200 during business hours. ANNEXURE A 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 16 November 2009 at 9.00 AM ("the Meeting").
This Explanatory Memorandum should be read in conjunction with the accompanying Notice.
ORDINARY BUSINESS - RESOLUTIONSBackground to Resolutions 1 & 2
On 16 October 2009, 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 up to approximately $10.1 million.
Tranche 1 of the capital raising will be completed prior to the date of the Meeting and upon completion will have resulted in the issue of up to 24 million Shares at a price per Share of 23 cents to raise approximately $5.5 million.
Tranche 2 of the capital raising is subject to Shareholders approvingResolution 2. Subject to that approval being obtained, Tranche 2 will result inthe issue of up to 20 million Shares at a price per Share of 23 cents and willraise up to approximately $4.6 millionPursuant to Resolution 1, the Company is seeking Shareholder approval to ratifythe previous issue of the Tranche 1 Shares and pursuant to Resolution 2, theCompany is seeking shareholder approval for the issue of the Tranche 2 Sharesto occur after the Meeting.
The funds raised through 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 exploration and development of the Company's oil and gas projects.
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 issuesecurities in any 12 month period which, when aggregated with the number of theother securities issued within that 12 month period, exceed 15% of the numberof ordinary shares on issue at the beginning of the 12 month period, unless theissue falls within one of the nominated exceptions or the prior approval ofmembers of the company in general meeting is obtained.It is possible under Listing Rule 7.4 to ratify previous issues that were madeotherwise than under Listing Rule 7.1. The effect of such ratification is torestore the company's discretionary power to issue further shares up to 15% ofthe number of the company's issued Shares at the beginning of the relevant 12month period without obtaining shareholder approval.The Company experiences delays and incurs quite significant costs whenobtaining Shareholder approval each time it wishes to issue securities whichexceed the 15% limit and do not otherwise fall within one of the nominatedexceptions to Listing Rule 7.1. It is for this reason that the Company haschosen to take this opportunity to ratify the issue of the Tranche 1 Shares andthereby 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 under Resolution 1 is 24
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 by the issue of the Tranche 1 Shares will be utilised as
detailed in the "Background to Resolutions 1 and 2" section above. Resolution 2 - Issue of Tranche 2 SharesListing Rule 7.1The issue of up to 20 million Tranche 2 Shares as contemplated by Resolution 2will exceed the Company's 15% capacity and accordingly Shareholder approval issought 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 20 million Shares;
2. 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;
3. the issue price of the Shares will be 23 cents per Share.;
4. the allottees of the Tranche 2 Shares will be professional and
sophisticated investors who will predominately be clients of Hartleys;
5. the Shares will rank pari passu in all respects with the Company's existing
fully paid ordinary Shares; and
6. the funds raised by the issue of the Tranche 2 Shares will be utilised in
the "Background to Resolutions 1 & 2" section above.
DEFINITIONS
Words which are defined in this Notice of Meeting have the same meaning whenused in the Explanatory Memorandum unless the context requires otherwise. Forassistance in considering the Notice of Meeting and the Explanatory Memorandumthe following words are defined here:
"$" is a reference to Australian dollars.
"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 the Notice of Meeting.
"Hartleys" means Hartleys Limited.
"Meeting" means the general meeting of Shareholders to be held on 16 November 2009 at 9.00 AM.
"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 24 million Shares issued predominantly to institutional, sophisticated and professional investor clients of Hartleys to raise approximately $5.5 million and which is the subject of Resolution 1.
"Tranche 2 Shares means up to 20 million Shares intended to be issued at 23cents per Share predominantly to institutional, sophisticated and professionalinvestor clients of Hartleys to raise approximately $4.6 million and which isthe subject of Resolution 2.
The Notice of General Meeting can be viewed in hardcopy format(including the Proxy Form) on the Company's website www.oilex.com.au
vendorRelated Shares:
OEX.L