30th Sep 2005 11:33
Albidon Limited30 September 2005 ALBIDON LTD NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM Date of Meeting 20 October 2005 Time of Meeting 2pm (WST) Place of Meeting 8 Colin Street, West Perth, Western Australia ALBIDON LIMITED NOTICE OF GENERAL MEETING NOTICE IS HEREBY GIVEN that the General Meeting of the shareholders of AlbidonLtd ("Company") will be held at 8 Colin Street, West Perth, Western Australia on20 October 2005, at 2pm WST for the purpose of transacting the followingbusiness. AGENDA BUSINESS An Explanatory Memorandum containing information in relation to each of thefollowing Resolutions accompanies this Notice of General Meeting. ORDINARY BUSINESS RESOLUTION 1 - APPROVAL OF ISSUE OF SHARES To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: - "That for the purposes of Listing Rule 7.1 and, in respect of any securitiesreferred to in this resolution issued prior to the meeting, for the purposes ofListing Rule 7.4 and for all relevant purposes, the Directors are authorised toallot and issue up to 21 million ordinary fully paid shares in the capital ofthe Company at a price of 62 cents each, and otherwise on the terms andconditions and in the manner described in the Explanatory Memorandumaccompanying this Notice." Voting Exclusion - The Company will disregard any votes cast on this Resolution1 by any person who may participate in the issue, any person who might obtain abenefit, except a benefit solely in the capacity of an ordinary security holderand any person who participated in the issue, if the Resolution is passed, orany associate of those persons. However, the Company need not disregard a voteif it is cast by a person as proxy for a person who is entitled to vote, inaccordance with the directions on the proxy form; or it is cast by the personchairing the meeting as proxy for a person who is entitled to vote, inaccordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 2 - RATIFICATION OF THE GRANT OF OPTIONS TO EXECUTIVE CONSULTANTS To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That pursuant to Listing Rule 7.4, the grant of 1,000,000 unlisted optionsexercisable at 60 cents each expiring on or before 30 June 2008 to the partiesidentified and otherwise on the terms and conditions set out in the ExplanatoryMemorandum accompanying this Notice be approved and ratified." Voting Exclusion - The Company will disregard any votes cast on this Resolution2 by the parties identified in the Explanatory Memorandum and any personassociated with those parties. However, the Company need not disregard a vote ifit is cast by a person as proxy for a person who is entitled to vote, inaccordance with the directions on the proxy form or it is cast by the personchairing the meeting as proxy for a person who is entitled to vote, inaccordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 3 - RATIFICATION OF THE GRANT OF OPTIONS TO VALENTINE CHITALU To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That pursuant to Listing Rule 7.4 the Company grant of 300,000 unlisted optionsto Valentine Chitalu exercisable at 60 cents each expiring on or before 30 April2008 and otherwise on the terms and conditions set out in the ExplanatoryMemorandum accompanying this Notice be approved and ratified." Voting Exclusion - The Company will disregard any votes cast on this Resolution3 by Valentine Chitalu and any person associated with Valentine Chitalu.However, the Company need not disregard a vote if it is cast by a person asproxy for a person who is entitled to vote, in accordance with the directions onthe proxy form or it is cast by the person chairing the meeting as proxy for aperson who is entitled to vote, in accordance with a direction on the proxy formto vote as the proxy decides. By order of the Board Mr Nicholas DayCompany SecretaryDated: 30 September 2005 Proxies -Registered shareholders for the Company only can vote at the meetingeither personally or by proxy, attorney or representative. A shareholderentitled to attend and vote at the above meeting may appoint not more than twoproxies to attend and vote at this meeting. Where more than one proxy isappointed, each proxy must be appointed to represent a specified proportion ofthe shareholder's voting rights. A proxy may but need not be a shareholder ofthe Company. The instrument appointing of a proxy must be in writing, executedby the appointor or his/her attorney duly authorised in writing or, if suchappointer is a corporation, either under seal or under hand of an officer or his/her attorney duly authorised. The instrument of proxy (and the power ofattorney or other authority, if any, under which it is signed) must be lodged byperson, post, courier or facsimile and reach the Registered office of theCompany not later than 2:00pm WST on 17 October 2005. For the convenience ofshareholders a Proxy Form is enclosed with notices sent to shareholders. Ashareholder that is a corporation may elect to appoint a representative inaccordance with the Articles of Association in which case the Company willrequire written proof of the representative's appointment which must be lodgedwith, or presented to the Company not later than 2:00pm Western AustralianStandard Time on 17 October 2005. CHESS Depositary Interests - Holders of CHESS Depositary Interests ("CDI") areinvited to attend the meeting but are not entitled to vote at the meeting. Inorder to have votes cast at the Meeting on their behalf, CDI holders mustcomplete, sign and return the CDI Notice of Direction enclosed with the Noticesent to them to Computershare Investor Services Pty Limited, Level 2, 45 StGeorges Terrace, Perth, WA 6000, Australia or GPO Box D182, Perth WA 6840,Australia so that CDI holders can direct CHESS Depositary Nominees Pty Ltd tovote the underlying shares on their behalf. The CDI Notice of Direction needs tobe received at the address shown on the form by not later than 2:00 pm WST on 17October 2005. CREST Depositary Interests- Holders of CREST Depositary Interests ("CRDI") areinvited to attend the meeting but are not entitled to vote at the meeting. Inorder to have votes cast at the Meeting on their behalf, CRDI holders mustcomplete, sign and return the instruction form enclosed with the Notice sent tothem to Computershare Investor Services PLC, PO BOX 82, The Pavilions,Bridgewater Road, Bristol BS99 7NH so that CRDI holders can direct ComputershareCompany Nominees Limited to vote the underlying shares on their behalf. TheInstruction Form needs to be received at the address shown on the form by notlater than 2:00 pm WST (being 7:00 am London Time) on 17 October 2005. ALBIDON LTD ABN 86 107 288 755 EXPLANATORY MEMORANDUM This Explanatory Memorandum is intended to provide shareholders with sufficientinformation to assess the merits of the Resolutions contained in theaccompanying Notice. The Directors recommend that shareholders read this Explanatory Memorandum infull before making any decision in relation to the Resolutions. RESOLUTION 1 - APPROVAL OF ISSUE OF SHARES The Company has previously announced on 28 September 2005 the placement("Placement") of 21 million Shares at an issue price of 62 cents (26 pence) eachto raise A$13 million (£5.5) (before expenses). As the Placement represents greater than 15% of the Company's issued capital,shareholder approval for the placement is sought pursuant to Listing Rules 7.1and 7.4. To the extent the Shares are issued after the meeting the effect ofshareholders passing this Resolution will be to approve the issue of thoseShares pursuant to Listing Rule 7.1. To the extent any Shares are issued priorto the date of the meeting the effect of shareholders passing this Resolutionwill be to ratify the issue of those Shares pursuant to Listing Rule 7.4. Tothe extent any Shares are issued prior to the date of the meeting, the Companywill ensure the issue will not breach Listing Rule 7.1. Under Chapter 7 of the Listing Rules, there are limitations on the capacity ofthe Company to enlarge its capital by the issue of equity securities. ListingRule 7.1 provides generally that a company may not issue Shares or options tosubscribe for Shares equal to more than 15% of the company's issued sharecapital in any 12 months without obtaining shareholder approval. The effect of these approvals is to authorise the Company to complete thePlacement and refresh the Company's ability to issue Shares within the 15%annual limit permitted under Listing Rule 7.1. This will provide the Companywith the flexibility to issue equity securities in the future up to the 15%threshold. Other than shareholder approval there is no material conditionrelating to the Placement which is unsatisfied as at the date of this Notice.Application will be, or has been, made to ASX AND AIM for permission for aportion of the Shares to be listed for quotation on the ASX AND AIM. The following additional information is provided pursuant to the Listing Rules: 1. The maximum number of securities to be issued if this Resolution isapproved is 21 million Shares. The Shares will be or have been issued for 62cents each. 2. It is anticipated that up to 8.9 million Shares may be issuedprogressively prior to the date of the meeting. The Shares which are not issuedprior to the meeting will be issued and allotted progressively within 3 monthsof the meeting or at such time as deemed appropriate by an ASX waiver; 3. The allottees will be:Allottees*Clients of Royal Bank of Canada Capital MarketsAfrican Lion 2 LimitedClients of Numis SecuritiesClients of Haywood SecuritiesClient of Austock SecuritiesOther persons determined by the directorsTotal *None of the above allottees are related parties of the Company. 4. The Shares are fully paid ordinary shares ranking pari passu in allrespects with all other ordinary shares in the Company on issue; and 5. The purpose of the raising is to complete a Feasibility Study on theCompany's Munali Nickel Project in Zambia and additional exploration programs inother areas, as follows: - Completion of the Feasibility Study on the Enterprise Deposit at the Munali Nickel Project, Zambia. - Continuation of step-out extensional drilling aimed at expanding the Enterprise resource. - Follow-up drilling to delineate the new massive sulphide nickel discovery 800m to the north of the Enterprise Deposit. - Drilling to test additional target zones defined by geophysics and geology within the Munali Intrusion. - Conduct systematic exploration to locate new nickel deposits within the Munali district and surrounding region (geophysics and drilling). - Undertake follow-up exploration of the new Project Areas nominated in the Tati nickel-platinum JV in Botswana. - General working capital purposes, including corporate expenses and project generation. Details of the proposed expenditure of the funds raised from the Placement areas follows: Munali Project Use of Funds $AUDEnterprise (Munali) Deposit Feasibility Study 3,875,000Drilling Program to Follow Up New Discovery 4,910,000Further Exploration Programs 2,350,000Administration 1,290,000Estimated Cost of Issue 595,000TOTAL 13,020,000 Given the inherent uncertainties that are associated with exploration, theCompany's work programs and budgets are subject to change and will be dependenton results from ongoing exploration and evaluation activities. The Board recommends shareholders vote in favour of this Resolution as it allowsthe Company to complete the Placement and retain the flexibility to issuefurther equity securities representing up to 15% of the Company's share capitalduring the next 12 months. RESOLUTION 2 - RATIFICATION OF THE GRANT OF OPTIONS TO EXECUTIVE CONSULTANTS During the year the Board has issued incentive options to the parties listedbelow in accordance with services agreements with each of the parties. Theoptions are exercisable at 60 cents each on or before 30 June 2008 and otherwiseon the terms set out in Appendix A to this Explanatory Memorandum. Each optionentitles the holder to subscribe for one Share on payment of the exercise price.33% of the options vest after 1 January 2006, 33% of the options vest after 1January 2007 and the remainder of the options vest after 1 January 2008. Approvals Required Under this Resolution, the Company seeks from shareholders approval for, andratification of, the issues of securities set out below pursuant to Listing Rule7.4 so as to limit the restrictive effect of ASX Listing Rule 7.1 on any furtherissues of securities in the next 12 months. The grant of the options the subject of this Resolution did not breach ListingRule 7.1. For the purposes of Listing Rule 7.5, the following information is provided toshareholders: 1. The total number of options granted is 1,000,000; 2. The options were granted as part remuneration pursuant to services agreements with each of the allottees; 3. The terms and conditions of the options granted are set out in Appendix A to this Explanatory Memorandum; 4. No funds were raised by the grant of options. 5. The allottees were: Allottee Role AmountJon Andrew Exploration Manager 200,000David Michael Chapman Project Manager 500,000Nicholas Day Chief Financial Officer 300,000Total 1,000,000 The Board believes that the ratification of this issue is beneficial for theCompany. The Board recommends shareholders vote in favour of this Resolution as it allowsthe Company to ratify the above grant of options and retain the flexibility toissue further equity securities representing up to 15% of the Company's sharecapital during the next 12 months. RESOLUTION 3 - RATIFICATION OF THE GRANT OF OPTIONS TO VALENTINE CHITALU On July 20, 2005 the Board issued Mr Valentine Chitalu, Chairman of AlbidonZambia Limited, with 300,000 incentive options in accordance with a servicesagreement. The options are exercisable at 60 cents each on or before 30 April2008 and otherwise on the terms set out in Appendix B to this ExplanatoryMemorandum. Each option entitles the holder to subscribe for one Share onpayment of the exercise price. Mr Chitalu is not considered by the Company to be a related party for thefollowing reasons: • neither Mr Chitalu nor any of his associates have any influence over any matters relating to the Company; • Mr Chitalu is situated in Zambia and accordingly does not participate in any discussions or day to day activities of the Company; and • Mr Chitalu does not have any influence over any related parties of the Company. Accordingly, the Company at all relevant times does not consider Mr Chitalu tobe a related party for the purposes of the Corporations Act or any otherpurpose. Approvals Required Under this Resolution, the Company seeks from shareholders approval for, andratification of, the issue of securities set out below pursuant to Listing Rule7.4 so as to limit the restrictive effect of ASX Listing Rule 7.1 on any furtherissues of securities in the next 12 months. The grant of the options the subject of this Resolution did not breach ListingRule 7.1. For the purposes of Listing Rule 7.5, the following information is provided toshareholders: 1. The total number of options granted was 300,000; 2. The options were granted as part remuneration pursuant to a servicesagreement; 3. The terms and conditions of the options granted are set out in Appendix B to this Explanatory Memorandum; 4. The allottee was Mr Valentine Chitalu; and 5. No funds were raised by the grant of options. The Board believes that the ratification of this issue is beneficial for theCompany. The Board recommends shareholders vote in favour of this Resolution as it allowsthe Company to ratify the above grant of options and retain the flexibility toissue further equity securities representing up to 15% of the Company's sharecapital during the next 12 months. Enquiries Shareholders can contact Mr Nick Day, Chief Financial Officer, on +61 8 93896300 if they have any queries in respect of the matters set out in thesedocuments. GLOSSARY "ASX" means Australian Stock Exchange Limited; "AIM" means Alternative Investment Market Alternative Investment Market of theLondon Stock Exchange. "Board" means the board of Directors; "Company" or "Albidon" means Albidon Ltd; "Directors" means the directors of Albidon from time to time; "Explanatory Memorandum" means this explanatory memorandum attached to theNotice, which provides information to shareholders about the Resolutionscontained in the Notice; "Listing Rules" means the Listing Rules of ASX; "Notice" means the notice of meeting which accompanies this ExplanatoryMemorandum; "Resolution" means a resolution contained in the Notice; "Shares" means fully paid ordinary shares issued in the capital of the Company;and "WST" means Western Standard Time. Appendix A - Terms of the Executive Unlisted Options under Resolution 2 The material terms and conditions of the options are as follows: (i) Each option entitles the holder to subscribe for one Share in Albidon Limited. (ii) Application will not be made for Official Quotation of the options. (iii) The options are issued in accordance with the vesting termsin (v) below and are exercisable on or before 5pm (Australian WST) on 30 June2008 ("Expiry Date") by completing an option exercise form and delivering it toAlbidon's registered office with the exercise monies. (iv) The option exercise price is AUD$0.60 per Share. (v) Options vest as follows: o 33% of the holder's options are exercisable on or after 1 January 2006; o 33% of the holder's options are exercisable on or after 1 January 2007; and o the balance of the holder's options are exercisable on or after 1 January 2008. (vi) The options are not transferable, without prior approval of the Board. (vii) Unvested options will lapse if the Optionholder terminatesservices provided to the Company and all vested options must be exercised within28 days. (viii) All Shares issued upon exercise of the options will rankequally in all respects with Albidon then issued Shares. If applicable, Albidonwill apply for quotation on a Stock Exchange within 3 business days of allShares issued upon exercise of the options. (ix) There are no participating rights or entitlements inherent inthe options and holders will not be entitled to participate in new issues ofcapital offered to shareholders during the currency of the options. However,Albidon will ensure that for the purposes of determining entitlements to anysuch issue, the record date will be at least 9 business days after the issue isannounced. This will give option holders the opportunity to exercise theiroptions prior to the date for determining entitlements to participate in anysuch issue. (x) There will be no change to the exercise price of the optionsor the number of Shares over which the options are exercisable in the event ofAlbidon making a pro rata issue of Shares or other securities to the holders ofShares in Albidon (other than a Bonus Issue as defined in paragraph (xi) below). (xi) If there is a bonus issue ("Bonus Issue") to the holders ofShares in Albidon, the number of Shares over which the options are exercisablewill be increased by the number of Shares which the holder would have receivedif the options had been exercised before the record date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be paid up by Albidon out of profits orreserves (as the case may be) in the same manner as was applied in the BonusIssue and upon issue rank equally in all respects with the other shares of theclass on issue as at the date of issue of the Bonus Shares. (xii) In the event of a reconstruction (including consolidation,subdivision, return, reduction or pro rata cancellation) of the issued capitalof Albidon prior to the Expiry Date, the number of options to which each holderis entitled or the exercise price of the options or both shall be reconstructed(as appropriate) in accordance with the requirements of the Listing Rules whichapply at that time. (xiii) The Company will at least 20 Business Days before the ExpiryDate of the options send notices to the option holders stating the name of theoption holder, the number of options held and the number of Shares to be issuedon exercise of the options, the exercise price, the due date for payment and theconsequences of non-payment. Appendix B - Terms of the Valentine Chitalu Unlisted Options under Resolution 3 The material terms and conditions of the options are as follows: (i) Each option entitles the holder to subscribe for one Share in Albidon Limited. (ii) Application will not be made for Official Quotation of the options. (iii) The options are issued in accordance with the vesting termsin (v) below and are exercisable on or before 5pm (Australian WST) on 30 April2008 ("Expiry Date") by completing an option exercise form and delivering it toAlbidon's registered office with the exercise monies. (iv) The option exercise price is AUD$0.60 per Share. (v) Options vest as follows: o 150,000 of the holder's options are exercisable upon the successful completion of the Munali Feasibility Study; and; o 150,000 of the holder's options are exercisable upon the successful financing of the Munali Project and completion of a satisfactory Project Development Agreement. (vi) The options are not transferable, without prior approval of the Board. (vii) Unvested options will lapse if the option holder terminatesservices provided to the Company and all vested options must be exercised within28 days. (viii) All Shares issued upon exercise of the options will rankequally in all respects with Albidon then issued Shares. If applicable, Albidonwill apply for quotation of the securities on a Stock Exchange within 3 businessdays of all Shares issued upon exercise of the options. (ix) There are no participating rights or entitlements inherent inthe options and holders will not be entitled to participate in new issues ofcapital offered to shareholders during the currency of the options. However,Albidon will ensure that for the purposes of determining entitlements to anysuch issue, the record date will be at least 9 business days after the issue isannounced. This will give option holders the opportunity to exercise theiroptions prior to the date for determining entitlements to participate in anysuch issue. (x) There will be no change to the exercise price of the optionsor the number of Shares over which the options are exercisable in the event ofAlbidon making a pro rata issue of Shares or other securities to the holders ofShares in Albidon (other than a Bonus Issue as defined in paragraph (xi) below). (xi) If there is a bonus issue ("Bonus Issue") to the holders ofShares in Albidon, the number of Shares over which the options are exercisablewill be increased by the number of Shares which the holder would have receivedif the options had been exercised before the record date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be paid up by Albidon out of profits orreserves (as the case may be) in the same manner as was applied in the BonusIssue and upon issue rank equally in all respects with the other shares of theclass on issue as at the date of issue of the Bonus Shares. (xii) In the event of a reconstruction (including consolidation,subdivision, return, reduction or pro rata cancellation) of the issued capitalof Albidon prior to the Expiry Date, the number of options to which each holderis entitled or the exercise price of the options or both shall be reconstructed(as appropriate) in accordance with the requirements of the Listing Rules whichapply at that time. (xiii) The Company will at least 20 Business Days before the ExpiryDate of the options send notices to the option holders stating the name of theoption holder, the number of options held and the number of Shares to be issuedon exercise of the options, the exercise price, the due date for payment and theconsequences of non-payment. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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