TIDMFND
Dear Shareholder,
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF FINDERS RESOURCES
LIMITED ABN 82 108 547 413 ("COMPANY")
Notice is hereby given that an Extraordinary General Meeting (EGM) of
Shareholders is to be held as follows:
Venue: Finders Resources Limited, Suite 59B, Level 3, 330 Wattle Street,
Ultimo NSW 2007.
Time: 10.00 am
Date: Monday 17th January 2011
The meeting will consider a number of resolutions related to securities proposed
to be issued to Directors. These resolutions are explained in the Explanatory
Statement in some detail. Please find enclosed the following documents in
relation to the EGM:
Page
We look forward to seeing you at the meeting and receiving your vote in support
of the resolutions. If you are not able to attend the EGM in person, you are
urged to complete and lodge the enclosed Proxy or appointment of Corporate
Representative form.
Ian Morgan
Company Secretary
16 December 2010
NOTICE IS GIVEN that an Extraordinary General Meeting of the Company will be
held on Monday 17th January 2011 at 10.00 am at Finders Resources Limited, Suite
59B, Level 3, 330 Wattle Street, Ultimo NSW 2007, to consider, and if thought
fit, pass the resolutions below.
The Explanatory Statement and the Proxy Form accompanying this Notice are
incorporated in and comprise part of this Notice.
1. AGENDA
1. Special Business
1. Resolution 1 - Issue of Shares to Christopher Farmer
Resolution 1 is to consider and, if thought fit, with or without amendment, to
pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 10.11, approval is given for the
Board to issue and allot 1,500,000 Shares to Christopher Farmer, a Director (or
his nominee), on the terms and conditions set out in the Explanatory Statement."
The Chairman of the meeting intends to vote undirected proxies in favour of
Resolution 1.
2. Resolution 2 - Issue of Shares to Robert Thomson
To consider and, if thought fit, with or without amendment, to pass the
following ordinary Resolution:
"That, for the purposes of ASX Listing Rule 10.11, approval is given for the
Board to issue and allot 750,000 Shares to Robert Thomson, a Director (or his
nominee), on the terms and conditions set out in the Explanatory Statement."
The Chairman of the meeting intends to vote undirected proxies in favour of
Resolution 2.
3. Resolution 3 - Issue of Shares to James Wentworth
To consider and, if thought fit, with or without amendment, to pass the
following ordinary Resolution:
"That, for the purposes of ASX Listing Rule 10.11, approval is given for the
Board to issue and allot 1,100,000 Shares to James Wentworth, a Related Party
(or his nominee), on the terms and conditions set out in the Explanatory
Statement."
The Chairman of the meeting intends to vote undirected proxies in favour of
Resolution 3.
2. Voting Exclusion Statements
1. Resolution 1
For the purposes of ASX Listing Rule 10.13.6 and ASX Listing Rule 14.11.1, and
all other purposes, the Company will disregard any votes cast on Resolution 1
by:
i. Christopher Farmer;
ii. any Associate of Christopher Farmer; and
iii. a person who might obtain a benefit, except a benefit solely in the
capacity of a Shareholder, if the resolution is passed, and an Associate
of any such person.
However, the Company will not disregard a vote if it is cast by:
i. a person as proxy for a person who is entitled to vote, in accordance with
the directions on the proxy form; or
ii. a 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.
2. Resolution 2
For the purposes of ASX Listing Rule 10.13.6 and ASX Listing Rule 14.11.1, and
all other purposes, the Company will disregard any votes cast on Resolution 2
by:
i. Robert Thomson;
ii. any Associate of Robert Thomson; and
iii. a person who might obtain a benefit, except a benefit solely in the
capacity of a Shareholder, if the resolution is passed, and an Associate
of any such person.
However, the Company will not disregard a vote if it is cast by:
i. a person as proxy for a person who is entitled to vote, in accordance with
the directions on the proxy form; or
ii. a 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.
3. Resolution 3
For the purposes of ASX Listing Rule 10.13.6 and ASX Listing Rule 14.11.1, and
all other purposes, the Company will disregard any votes cast on Resolution 3
by:
i. James Wentworth;
ii. any Associate of James Wentworth; and
iii. a person who might obtain a benefit, except a benefit solely in the
capacity of a Shareholder, if the resolution is passed, and an Associate
of any such person.
However, the Company will not disregard a vote if it is cast by:
i. a person as proxy for a person who is entitled to vote, in accordance with
the directions on the proxy form; or
ii. a 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.
3. Voting Rights and Proxies
i. A member entitled to attend and vote at the meeting has a right to appoint
a proxy.
ii. This appointment may specify the proportion or number of votes that the
proxy may exercise.
iii. The proxy need not be a member of the Company.
iv. A member who is entitled to cast two or more votes may appoint two proxies
and may specify the proportion or number of votes that each proxy is
appointed to exercise. If the member appoints two proxies and the
appointment does not specify the proportion or number of the member's
votes that each proxy may exercise, each proxy may exercise half of the
votes.
v. Proxy Forms must be received at least 24 hours before the time specified
for the commencement of the Extraordinary General Meeting.
vi. Proxies may be lodged by:
* posting to Finders Resources Limited, Suite 51, Level 3, 330 Wattle St
Ultimo NSW 2007; or
* facsimile to Finders Resources Limited on facsimile number
+61 2 9212 0200, so that it is received not later than 10.00 am Sunday
16th January 2011, Sydney time.
vii. All United Kingdom holders of the Company's depositary interests will
receive a Form of Instruction for use at the Extraordinary General
Meeting instead of a Proxy Form.
viii. To be valid, the Form of Instruction, duly signed and executed, together
with a power of attorney (if any) or other authority under which it is
signed (if any) must be deposited at the offices of the Custodian,
Computershare Investor Services PLC, PO Box 1075, The Pavilions,
Bridgwater Road, Bristol BS99 7NH at least 96 hours before the time for
holding the meeting.
4. Voting and required majority
For the purposes of regulation 7.11.37 of the Corporations Act and ASX
Settlement Operating Rule 5.6.1, the Directors have set 10.00 am Saturday 15th
January 2011, Sydney time as the time and date to determine holders of the
Company's ordinary fully paid shares for the purposes of the Extraordinary
General Meeting.
Share transfers registered after that deadline will be disregarded in
determining entitlements to attend and vote at the Extraordinary General
Meeting.
In accordance with the Corporations Act, for the resolutions to be effective:
i. the resolutions must be passed at a General Meeting of which not less than
28 days written notice specifying the intention to propose the resolutions
has been given (satisfied by this Notice); and
ii. in the case of ordinary resolutions must be passed by more than 50% of all
the votes cast by Shareholders present and entitled to vote on the
resolutions (whether in person or by proxy, attorney or representative).
On a show of hands every Shareholder has one vote, and on a poll, every
Shareholder has one vote for each fully paid Share.
5. Definitions
For the purposes of this Explanatory Statement and the Notice of Extraordinary
General Meeting the following definitions apply unless the context requires
otherwise.
Advance means any principal amount of money provided or to be provided by the
Lender to the Borrower under the Facility for the sole purpose of the Borrower
subscribing for the Present Interest.
Amount Outstanding means all moneys which the Borrower is liable to pay to the
Lender on any account whatever under or in relation to the Facility.
Approved Purpose means to assist the Borrower to subscribe for the Present
Interest at the Placement Price, and in accordance with the Company's employee
share scheme.
Associate has the meaning given to that term in Part 1.2, Division 2 of the
Corporations Act.
ASTC Settlement Rules means the settlement rules of the ASX Settlement and
Transfer Corporation Pty Ltd ABN 49 008 504 532.
ASX means ASX Limited ABN 98 008 624 691.
ASX Listing Rules means the official listing rules issued and enforced by the
ASX as amended from time to time.
Board or Board of Directors means the board of Directors of the Company.
Borrower means, as applicable, each Director or nominee named by the Resolutions
included in this Notice.
Business Day means any business day in the capital city of NSW Australia,
excluding Saturdays, Sundays and public holidays.
Company means Finders Resources Limited (ABN 82 108 547 413).
Completion of EDP Stage 1 Funding means, in respect of funding required for EDP
Stage 1, for the:
i. Equity component, the date proceeds are first received by the Company or
Related Body Corporate;
ii. Debt component, the date that binding facility documentation is executed
by the Company or relevant Related Body Corporate(s); and
iii. Financing including both debt and equity, when respective criteria for
both are satisfied.
Completion of EDP Stage 2 Funding means, in respect of funding required for EDP
Stage 2, for the:
i. Equity component, the date proceeds are first received by the Company or
Related Body Corporate;
ii. Debt component, the date that binding facility documentation is executed
by the Company or relevant Related Body Corporate(s) and
iii. Financing including both debt and equity, when respective criteria for
both are satisfied.
Constitution means the constitution of the Company, as amended from time to
time.
Corporations Act means the Corporations Act 2001 (Cth).
Directors mean the directors of the Company from time to time.
EDP Stage 1 means the Company's project for the production of approximately
7,000 tonnes per annum of copper cathode at Wetar Island, Indonesia including
production from the demonstration plant in operation at the site as at the date
of the Facility.
EDP Stage 2 means the Company's project for the production of approximately
23,000 tonnes per annum of copper cathode at Wetar Island, Indonesia including
production from EDP Stage 1.
EGM or Extraordinary General Meeting means the extraordinary general meeting to
be held at 10.00 am on Monday 17th January 2011 and notified to the Company's
Shareholders by this Notice.
Explanatory Statement means the explanatory statement incorporated into this
Notice.
Facility means a limited recourse facility for the Approved Purpose provided by
the Lender to the Borrower, and summarised in paragraph of this Notice.
Holding Lock has the meaning given in Section 2 of the ASTC Settlement Rules.
KPI means key performance indicator, a measure of performance used from time to
time by the Company.
Lender means the Company.
LTI means lost time injury, a work injury or disease where the injured party has
at least one (1) complete day or shift off work.
Market Value means the volume weighted average sale price per Share on the ASX
over the 5 ASX trading days immediately preceding the applicable date.
New Interest means any of the following in respect of the Borrower in connection
with the Present Interest:
i. right, title and interest in all money, interest, allotments, offers,
benefits, privileges, rights, bonuses, Shares (or other marketable
securities issued by the Lender), dividends, distributions or rights to
take up further Shares (or other marketable securities issued by the
Lender);
ii. rights consequent on a conversion, redemption, cancellation,
reclassification, forfeiture, consolidation or subdivision; or
iii. rights consequent on a reduction of capital, liquidation, scheme of
arrangement.
Notice means this notice incorporating the Explanatory Statement.
Permits means all permits, authorisations or approvals required from government
authorities for construction and associated activities.
Placement Amount means the Present Interest multiplied by Placement Price.
Placement Price means the closing price for a Share as recorded by the ASX for
the day on which the Present Interest is placed with the Borrower.
Present Interest means the numbers, as applicable, of Shares that would be
issued and allotted to each Director or nominee named by the Resolutions
included in this Notice.
Related Body Corporate means, as defined by section 50 of the Corporations Act,
a related body corporate to the Company.
Related Party means, as defined by section 228 of the Corporations Act, a
related party of the Company.
Repayment Date means the earlier of:
i. 30th November 2015; and
ii. the date on which the Facility is terminated or cancelled by the Lender.
Share means a fully paid ordinary share in the issued capital of the Company and
Shares has a corresponding meaning.
Shareholder means shareholder of the Company and Shareholders has a
corresponding meaning.
Vesting Condition means each condition specified in paragraphs , and of this
Notice.
6. Interpretation
For the purposes of interpreting the Explanatory Statement and the Notice:
i. the singular includes the plural and vice versa;
ii. words importing any gender include both genders;
iii. reference to any statute, ordinance, regulation, rule or other law
includes all regulations and other instruments and all consolidations,
amendments, re-enactments or replacements for the time being in force;
iv. all headings, bold typing and italics (if any) have been inserted for
convenience of reference only and do not define limit or affect the
meaning or interpretation of the Explanatory Statement and the Notice;
v. reference to persons includes bodies corporate and government authorities
and in each and every case, includes a reference to the person's
executors, administrators, successors, substitutes (including without
limitation persons taking by novation and assignment); and
vi. reference to cents, $, A$, Australian Dollars or dollars is a reference to
the lawful tender for the time being and from time to time of the
Commonwealth of Australia.
By order of the Board of Directors
Ian Morgan
Company Secretary
16 December 2010
2. EXPLANATORY STATEMENT
1. General
This Explanatory Statement has been prepared to provide you with material
information reasonably required to enable you to make an informed decision on
how to vote upon the business to be conducted at the Extraordinary General
Meeting (EGM).
The purpose of the EGM is to consider and if thought fit, pass the Resolutions.
The Directors recommend that Shareholders read this Explanatory Statement, which
forms part of the accompanying Notice of Meeting of Shareholders, before
determining whether to support the Resolutions or otherwise.
2. Resolution 1 - Issuing Shares to Christopher Farmer
1. General
The Company proposes to issue and allot 1,500,000 Shares to Christopher Farmer
or his nominee funded by the loan Facility to Christopher Farmer or his nominee,
as part of his remuneration package as Managing Director of the Company and to
secure Dr Farmer's ongoing commitment to the continued growth of the Company.
In determining the number of the Shares to be issued to Christopher Farmer or
his nominee, consideration was given to his relevant experience and role as a
Director, his overall remuneration terms including whether the Shares constitute
reasonable remuneration in the circumstances, the current market price of Shares
and the terms of security packages granted to directors of other companies
within the sector in which the Company operates.
Dr Farmer's qualifications are BSc (Hons) (University of Southampton), MBA
(Ashridge), PhD (Royal School of Mines, Imperial College)
He has over 19 years of international experience in all aspects of exploration,
with a strong emphasis on business development.
Shareholder approval for the issue of the Shares to Christopher Farmer or his
nominee is required pursuant to ASX Listing Rule 10.11.
2. ASX Listing Rule 10.11
ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval
by ordinary resolution prior to the issue of securities to a related party of
the Company (which includes a director).
Separate approval pursuant to ASX Listing Rule 7.1 is not required in order to
issue the Shares to Christopher Farmer or his nominee, as approval is being
obtained under ASX Listing Rule 10.11. Shareholders should note that the issue
of Shares to Christopher Farmer or his nominee will not be included in the 15%
calculation for the purposes of ASX Listing Rule 7.1.
3. Technical Information Required by ASX Listing Rule 10.13
ASX Listing Rule 10.13 sets out a number of matters which must be included in a
notice of meeting proposing an approval under ASX Listing Rule 10.11. For the
purposes of ASX Listing Rule 10.13, the following information is provided in
relation to Resolution 1:
ASX Listing Rule 10.13.1: Name of person: Christopher Farmer or his nominee.
ASX Listing Rule 10.13.2: Maximum number of securities to be issued to the
person: 1,500,000 Shares.
ASX Listing Rule 10.13.3: Date by which the securities are to be issued: The
Shares will be issued no later than one (1) month after the date of the
Extraordinary General Meeting (or such later date as permitted by any ASX waiver
or modification of the ASX Listing Rules) and it is anticipated that allotment
will occur on the same date.
ASX Listing Rule 10.13.4: Nature of relationship: Christopher Famer is
Managing Director of the Company.
ASX Listing Rule 10.13.5: Issue price of the securities and a statement of
terms of issue: Each Share would be issued at the minimum fixed price of 43.0
cents. Shares are fully paid ordinary shares which rank equally with the
Company's existing shares on issue.
The issue of Shares would be made under a loan Facility. The terms and
conditions of the Facility are summarised in paragraph of this Notice.
ASX Listing Rule 10.13.6A: Intended use of the funds: The Shares will be
issued for no cash consideration and otherwise for the reasons set out in
paragraph of this Notice. No funds will be raised from the issue of the Shares
to Christopher Farmer or his nominee.
ASX Listing Rule 10.13.6: Voting exclusion statement: A voting exclusion
statement is included at paragraph of this Notice.
4. Vesting Conditions
i. All Permits have been received in respect of EDP Stage 1 (500,000
Shares);
ii. All funding required for EDP Stage1 is available for drawdown or
utilisation (200,000 Shares);
iii. All funding required for EDP Stage 2 is available for drawdown or
utilisation (200,000 Shares);
iv. Commencement of commercial production from EDP Stage 1 (200,000 Shares);
v. Commencement of commercial production from EDP Stage 2 (200,000 Shares);
and
vi. All executives reporting to the Managing Director achieve their KPI's in
respect of EDP Stage 1 and Stage 2 including all safety related KPI's
(200,000 Shares).
5. Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act regulates the provision of financial benefits
to related parties by a public company. Section 208 of the Corporations Act
prohibits a public company giving a financial benefit (which includes options)
to a related party (which includes a Director) without prior shareholder
approval unless one of a number of exceptions applies. It is the Directors' view
that the exception set out in Section 211 (benefits that are reasonable
remuneration) applies in this case. This view is based on advice provided by a
professional independent remuneration consultant.
6. Additional Information
The following additional information is provided to enable Shareholders to
assess the proposed issue of the Shares to Christopher Farmer or his nominee:
The related party to whom the financial benefit will be given:
Christopher Farmer or his nominee.
The nature of the financial benefits:
1,500,000 Shares.
Director's recommendations:
Dr Farmer and Mr Thomson decline to make a recommendation to Shareholders in
relation to Resolution1 due to their material personal interests in the outcome
of the Resolutions.
Stephen de Belle, Russell Fountain, Stephen Lonergan, T Quinn Roussel and
Michael Stirzaker each recommend that Shareholders vote in favour of Resolution
1 as they are of the view that the issue of the Shares to Christopher Farmer or
his nominee is an appropriate form of reasonable remuneration to provide him
with an incentive to maximise returns to Shareholders. The Directors are not
aware of any other information that would be reasonably required by Shareholders
to allow them to make a decision whether it is in the best interests of the
Company to pass Resolution 1.
Director's interest in resolution:
None of Stephen de Belle, Russell Fountain, Stephen Lonergan, T Quinn Roussel,
Michael Stirzaker and Robert Thomson has an interest in Resolution 1.
If Resolution 1 is passed, Christopher Farmer or his nominee will receive Shares
in the Company.
All other relevant information:
Remuneration generally: As at the date of this Notice, the annual remuneration
payable to Christopher Farmer as Director's fees for his services is $nil.
During the previous financial year Christopher Farmer received $nil as
Director's fees for his services to the Company.
Under an employment agreement entered into with Christopher Farmer, the Finders
group currently pays $25,000 per month plus 9% superannuation for his services
as Managing Director. Pursuant to the agreement, the fees paid and payable by
the Finders group for Dr Farmer's services for the period 1st January 2010 to
30th November 2010 totalled $275,000 plus 9% superannuation ($138,908 for the
half year ended 31st December 2009 and $268,507 for the year ended 30th June
2009).
Director's current interests:
As at the date of this Notice, Christopher Farmer has a direct interest in
5,965,695 Shares in the Company.
Dilution effect:
If Shareholders approve the issue of the Shares to Christopher Farmer or his
nominee, the effect will be to dilute the shareholding of existing Shareholders
by 0.56% on an undiluted basis (based on 269,146,997 Shares currently being on
issue) or by 1.24% if all Resolutions in this Notice are approved by
Shareholders.
Share trading prices in the past 12 months:
In the 12 months preceding the date of this Notice, the highest, lowest and last
trading price of Shares on the ASX are as set out below:
+---------+-------+
| | Cents |
+---------+-------+
| Highest | 48.0 |
+---------+-------+
| Lowest | 25.0 |
+---------+-------+
| Last | 44.0 |
+---------+-------+
3. Resolution 2 - Issuing Shares to Robert Thomson
1. General
The Company proposes to issue and allot 750,000 Shares to Robert Thomson or his
nominee funded by the loan Facility to Robert Thomson or his nominee, as part of
Mr Thomson's remuneration package as Executive Director, Development of the
Company and to secure his ongoing commitment to the continued growth of the
Company.
In determining the number of the Shares to be issued to Robert Thomson or his
nominee, consideration was given to his relevant experience and role as
Executive Director, Development, his overall remuneration terms including
whether the Shares constitute reasonable remuneration in the circumstances, the
current market price of Shares and the terms of security packages granted to
directors of other companies within the sector in which the Company operates.
Mr Thomson's qualifications are BE (Mining) (University of Queensland), MBA
(University of Wollongong), FAusIMM
He has over 30 years of Australian and international mining experience. He has
worked on 5 Asian development projects in the last 13 years including GM
Development, Chatree Gold Mine in Thailand and Project Director, Sepon Gold Mine
in Laos. Mr Thomson was CEO of Climax Mining Limited from 2003 to 2006 and Asian
Mineral Resources Limited from 2006 to 2008.
Shareholder approval for the issue of the Shares to Robert Thomson or his
nominee is required pursuant to ASX Listing Rule 10.11.
2. ASX Listing Rule 10.11
ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval
by ordinary resolution prior to the issue of securities to a related party of
the Company (which includes a director).
Separate approval pursuant to ASX Listing Rule 7.1 is not required in order to
issue the Shares to Robert Thomson or his nominee, as approval is being obtained
under ASX Listing Rule 10.11. Shareholders should note that the issue of Shares
to Robert Thomson or his nominee will not be included in the 15% calculation for
the purposes of ASX Listing Rule 7.1.
3. Technical Information Required by ASX Listing Rule 10.13
ASX Listing Rule 10.13 sets out a number of matters which must be included in a
notice of meeting proposing an approval under ASX Listing Rule 10.11. For the
purposes of ASX Listing Rule 10.13, the following information is provided in
relation to Resolution 2:
ASX Listing Rule 10.13.1: Name of person: Robert Thomson or his nominee.
ASX Listing Rule 10.13.2: Maximum number of securities to be issued to the
person: 750,000 Shares.
ASX Listing Rule 10.13.3: Date by which the securities are to be issued: The
Shares will be issued no later than one (1) month after the date of the
Extraordinary General Meeting (or such later date as permitted by any ASX waiver
or modification of the ASX Listing Rules) and it is anticipated that allotment
will occur on the same date.
ASX Listing Rule 10.13.4: Nature of relationship: Robert Thomson is Executive
Director, Development of the Company.
ASX Listing Rule 10.13.5: Issue price of the securities and a statement of
terms of issue: Each Share would be issued at the minimum fixed price of 43.0
cents. Shares are fully paid ordinary shares which rank equally with the
Company's existing shares on issue.
The issue of Shares would be made under a loan Facility. The terms and
conditions of the Facility are summarised in paragraph of this Notice.
ASX Listing Rule 10.13.6A: Intended use of the funds: The Shares will be
issued for no cash consideration and otherwise for the reasons set out in
paragraph of this Notice. No funds will be raised from the issue of the Shares
to Robert Thomson or his nominee.
ASX Listing Rule 10.13.6: Voting exclusion statement: A voting exclusion
statement is included at paragraph of this Notice.
4. Vesting Conditions
i. Commencement of commercial production from EDP Stage 1 within 10 months
after the later of Completion of EDP Stage 1 Funding and the approval of the
Company's Board to the commencement of construction of EDP Stage 1 (250,000
Shares);
ii. Completion of detailed design and costing of EDP Stage 2 no later than
31st May 2011 (400,000 Shares); and
iii. In respect of EDP Stage 1 and Stage 2, there are no fatalities and the
Wetar LTI rate over EDP Stage 1 and 2 is less than average LTI rate for
analogous Indonesian projects (100,000 Shares).
5. Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act regulates the provision of financial benefits
to related parties by a public company. Section 208 of the Corporations Act
prohibits a public company giving a financial benefit (which includes options)
to a related party (which includes a Director) without prior shareholder
approval unless one of a number of exceptions applies. It is the Directors' view
that the exception set out in Section 211 (benefits that are reasonable
remuneration) applies in this case. This view is based on advice provided by a
professional independent remuneration consultant.
6. Additional Information
The following additional information is provided to enable Shareholders to
assess the proposed issue of the Shares to Robert Thomson or his nominee:
The related party to whom the financial benefit will be given:
Robert Thomson or his nominee.
The nature of the financial benefits:
750,000 Shares.
Director's recommendations:
Dr Farmer and Mr Thomson decline to make a recommendation to Shareholders in
relation to Resolution 2 due to their material personal interests in the outcome
of the Resolutions.
Stephen de Belle, Russell Fountain, Stephen Lonergan, T Quinn Roussel and
Michael Stirzaker each recommend that Shareholders vote in favour of Resolution
2 as they are of the view that the issue of the Shares to Robert Thomson or his
nominee is an appropriate form of reasonable remuneration to provide him with an
incentive to maximise returns to Shareholders. The Directors are not aware of
any other information that would be reasonably required by Shareholders to allow
them to make a decision whether it is in the best interests of the Company to
pass Resolution 2.
Director's interest in resolution:
None of Stephen de Belle, Christopher Farmer, Russell Fountain, Stephen
Lonergan, T Quinn Roussel and Michael Stirzaker has an interest in Resolution 2.
If Resolution 2 is passed, Robert Thomson or his nominee will receive Shares in
the Company.
All other relevant information:
Remuneration generally: As at the date of this Notice, the annual remuneration
payable to Robert Thomson as Director's fees for his services is $nil.
During the previous financial year Robert Thomson received $nil as Director's
fees for his services to the Company.
Under a consulting agreement entered into with Robert Thomson's related entity,
the Finders group currently pays $25,000 per month for his services. Pursuant to
the agreement, the fees paid and payable by the Finders group for Mr. Thomson's
services for the period 1st January 2010 to 30th November 2010 totalled $259,000
($188,600 for the half year ended 31st December 2009 and $186,287 for the year
ended 30th June 2009).
Director's current interests:
As at the date of this Notice, Robert Thomson has an indirect interest in:
i. 569,405 Shares in the Company; and
ii. 2,000,000 unlisted Company options, with each option providing the right
and not the obligation to acquire (by 8th May 2014) one Share for an
exercise price of 30.0 cents each.
Dilution effect:
If Shareholders approve the issue of the Shares to Robert Thomson or his
nominee, the effect will be to dilute the shareholding of existing Shareholders
by 0.28% on an undiluted basis (based on 269,146,997 Shares currently being on
issue) or by 1.24% if all Resolutions in this Notice are approved by
Shareholders.
Share trading prices in the past 12 months:
In the 12 months preceding the date of this Notice, the highest, lowest and last
trading price of Shares on the ASX are as set out below:
+---------+-------+
| | Cents |
+---------+-------+
| Highest | 48.0 |
+---------+-------+
| Lowest | 25.0 |
+---------+-------+
| Last | 44.0 |
+---------+-------+
4. Resolution 3 - Issuing Shares to James Wentworth
1. General
Mr Wentworth is an employee of the Company.
The Board of Directors intends, in the near future, to appoint Mr Wentworth as a
Director.
In accordance with section 228 (6) of the Corporations Act, the Board of
Directors believes that Mr Wentworth is, in the future, likely to become a
Related Party.
The Company proposes to issue and allot 1,100,000 Shares to James Wentworth or
his nominee funded by the loan Facility to James Wentworth or his nominee, as
part of Mr Wentworth's remuneration package as an employee of the Company and to
secure his ongoing commitment to the continued growth of the Company.
In determining the number of the Shares to be issued to James Wentworth or his
nominee, consideration was given to his relevant experience, his overall
remuneration terms including whether the Shares constitute reasonable
remuneration in the circumstances, the current market price of Shares and the
terms of security packages granted by other companies within the sector in which
the Company operates.
Mr Wentworth has more than 17 years of finance and investment experience with a
focus on mining and mining services in Australia and internationally. Areas
covered included principal investment, debt and equity raising, mergers and
acquisitions and project and structured finance at CHAMP Ventures, Macquarie
Bank, Goldman Sachs and Lehman Brothers.
Shareholder approval for the issue of the Shares to James Wentworth or his
nominee is required pursuant to ASX Listing Rule 10.11.
2. ASX Listing Rule 10.11
ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval
by ordinary resolution prior to the issue of securities to a related party of
the Company.
Separate approval pursuant to ASX Listing Rule 7.1 is not required in order to
issue the Shares to James Wentworth or his nominee, as approval is being
obtained under ASX Listing Rule 10.11. Shareholders should note that the issue
of Shares to James Wentworth or his nominee will not be included in the 15%
calculation for the purposes of ASX Listing Rule 7.1.
3. Technical Information Required by ASX Listing Rule 10.13
ASX Listing Rule 10.13 sets out a number of matters which must be included in a
notice of meeting proposing an approval under ASX Listing Rule 10.11. For the
purposes of ASX Listing Rule 10.13, the following information is provided in
relation to Resolution 3:
ASX Listing Rule 10.13.1: Name of person: James Wentworth or his nominee.
ASX Listing Rule 10.13.2: Maximum number of securities to be issued to the
person: 1,100,000 Shares.
ASX Listing Rule 10.13.3: Date by which the securities are to be issued: The
Shares will be issued no later than one (1) month after the date of the
Extraordinary General Meeting (or such later date as permitted by any ASX waiver
or modification of the ASX Listing Rules) and it is anticipated that allotment
will occur on the same date.
ASX Listing Rule 10.13.4: Nature of relationship: James Wentworth is an
employee of the Company.
ASX Listing Rule 10.13.5: Issue price of the securities and a statement of
terms of issue: Each Share would be issued at the minimum fixed price of 43.0
cents. Shares are fully paid ordinary shares which rank equally with the
Company's existing shares on issue.
The issue of Shares would be made under a loan Facility. The terms and
conditions of the Facility are summarised in paragraph of this Notice.
ASX Listing Rule 10.13.6A: Intended use of the funds: The Shares will be
issued for no cash consideration and otherwise for the reasons set out in
paragraph of this Notice. No funds will be raised from the issue of the Shares
to James Wentworth or his nominee.
ASX Listing Rule 10.13.6: Voting exclusion statement: A voting exclusion
statement is included at paragraph of this Notice.
4. Vesting Conditions
i. For Completion of EDP Stage 1 Funding (450,000 Shares); and
ii. For Completion of EDP Stage 2 Funding (650,000 Shares).
5. Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act regulates the provision of financial benefits
to related parties by a public company. Section 208 of the Corporations Act
prohibits a public company giving a financial benefit (which includes options)
to a related party without prior shareholder approval unless one of a number of
exceptions applies. It is the Directors' view that the exception set out in
Section 211 (benefits that are reasonable remuneration) applies in this case.
This view is based on advice provided by a professional independent remuneration
consultant.
6. Additional Information
The following additional information is provided to enable Shareholders to
assess the proposed issue of the Shares to James Wentworth or his nominee:
The related party to whom the financial benefit will be given:
James Wentworth or his nominee.
The nature of the financial benefits:
1,100,000 Shares.
Director's recommendations:
Dr Farmer and Mr Thomson decline to make a recommendation to Shareholders in
relation to Resolution 3 due to their material personal interests in the outcome
of the Resolutions.
Stephen de Belle, Russell Fountain, Stephen Lonergan, T Quinn Roussel and
Michael Stirzaker each recommend that Shareholders vote in favour of Resolution
3 as they are of the view that the issue of the Shares to James Wentworth or his
nominee is an appropriate form of reasonable remuneration to provide him with an
incentive to maximise returns to Shareholders. The Directors are not aware of
any other information that would be reasonably required by Shareholders to allow
them to make a decision whether it is in the best interests of the Company to
pass Resolution 3.
Director's interest in resolution:
None of Stephen de Belle, Christopher Farmer, Russell Fountain, Stephen
Lonergan, T Quinn Roussel, Michael Stirzaker and Robert Thomson has an interest
in Resolution 3.
If Resolution 3 is passed, James Wentworth or his nominee will receive Shares in
the Company.
All other relevant information:
Under an employment agreement entered into with James Wentworth, the Finders
group currently pays $Nil per month for his services.
The Company has entered into a verbal agreement to pay $25,000 per month for Mr
Wentworth's services.
Pursuant to the agreement, the fees paid and payable by the Finders group for
Mr. Wentworth's services for the period 1st January 2010 to 30th November 2010
totalled $Nil ($Nil for the year ended 31st December 2009).
Related Party's current interests:
As at the date of this Notice, James Wentworth has no interest in Shares in the
Company.
Dilution effect:
If Shareholders approve the issue of the Shares to James Wentworth or his
nominee, the effect will be to dilute the shareholding of existing Shareholders
by 0.40% on an undiluted basis (based on 269,146,997 Shares currently being on
issue) or by 1.24% if all Resolutions in this Notice are approved by
Shareholders.
Share trading prices in the past 12 months:
In the 12 months preceding the date of this Notice, the highest, lowest and last
trading price of Shares on the ASX are as set out below:
+---------+-------+
| | Cents |
+---------+-------+
| Highest | 48.0 |
+---------+-------+
| Lowest | 25.0 |
+---------+-------+
| Last | 44.0 |
+---------+-------+
5. Loan Facility
The Company offers a loan Facility to fund the issue and allotment of Shares to
the Company's employees, including executive Directors. Following is a summary
of the terms and conditions of the Facility:
1. Subject to the terms of the Facility, the Lender agrees to provide
the Facility to the Borrower up to the Placement Amount for the
Approved Purpose.
2. The Borrower acknowledges that:
i. the Lender will have provided an Advance of the Placement Amount to the
Borrower; and
ii. the Borrower will have received from the Lender the Placement Amount
upon the date of the Lender having notified to the ASX by an Appendix 3B the
allotment of the Present Interest to the Borrower at the Placement Price.
3. The Lender acknowledges that:
i. the value of the Present Interest will fluctuate and may at any time be
below the Placement Amount and any Amount Outstanding; and
ii. the Present Interest constitutes the sole means of repaying the Placement
Amount and any Amount Outstanding, and the Lender shall have no other claim
against the Borrower for any Amount Outstanding under the Facility.
4. The Facility does not bear interest.
5. The Vesting Condition will be satisfied or failed, as the case may
be, by the Lender providing written notice to that effect to the
Borrower within 10 Business Days after the earliest opportunity to
make the necessary assessment. The Lender, whilst acting reasonably
and in the absence of manifest error, has absolute discretion in
determining whether and when the Vesting Condition will have been
satisfied or failed.
6. The Borrower must on the Repayment Date repay to the Lender the
Amount Outstanding in full, subject to the following terms and
conditions:
i. The Amount Outstanding is due and payable on the Repayment Date without the
necessity for presentment, demand, protest or further notice of any kind,
all of which the Borrower unconditionally waives.
ii. Notwithstanding any other provision of this agreement, the Borrower's
obligation to repay the Amount Outstanding on the Repayment Date is limited
to payment of an amount equal to the lesser of:
a. the Placement Amount; and
b. in the event that the Market Value per Share on the Repayment Date is less
than the Placement Price, the Present Interest multiplied by the Market
Value
in each case calculated after reducing the Present Interest by the number of
Shares included in any voluntary prepayment already made.
iii. The Borrower's obligation to repay the Amount Outstanding will be
considered to be discharged in full if the Borrower signs and delivers to
the Lender a transfer in blank in respect of the Present Interest
(excluding any part of the Present Interest included in any voluntary
prepayment already made and any New Interests), and the Lender may then
either:
a. subject to any requirements of the Corporations Act, cancel those Shares;
or
b. sell those Shares,
c. and apply the proceeds (if any) to repay the Amount Outstanding.
7. In the event that the Vesting Condition has not been satisfied on or
before the Repayment Date, then paragraph will apply.
8. In the event that the Vesting Condition has been satisfied on or
before the Repayment Date and the Market Value on the Repayment Date
is equal to or less than the Placement Price, then paragraphs and
will apply.
9. The Borrower may at any time after the satisfaction of the Vesting
Condition, prepay all or any part of the Advance.
10. The Borrower shall not sell any of the Present Interest prior to
the satisfaction of the Vesting Condition. In the event that the
Borrower otherwise purports to sell any of the Present Interest
prior to the Repayment Date, the Borrower must return all of the
proceeds of such sale to the Lender, and for the purposes of this
paragraph the Borrower agrees that the Lender is entitled to all
such proceeds of sale.
11. Following receipt by the Borrower of a notice from the Lender
declaring the Vesting Condition not to have been satisfied, then
the Advance will become immediately due and payable, following
which the Borrower must immediately repay to the Lender the
Advance. The Lender will sell or procure the sale of the Present
Interest and will apply the proceeds of sale in reduction of the
Advance. In the event that the proceeds of sale are insufficient to
discharge the Advance, the limitation set out in paragraphs and
apply. In the event that the proceeds of sale exceed the Advance,
then after repayment of the Advance in full, the excess is to the
account of the Lender.
12. Subject to any prepayment of the Advance, at all times prior to the
Repayment Date, the Borrower must not without the prior written
consent of the Lender:
i. sell any of the Present Interest for consideration of less than the
Placement Price;
ii. assign, pledge or otherwise encumber any of the Present Interest.
13. For the purposes of ensuring compliance with the loan Facility, the
Borrower would agree to the application by the Lender of a Holding
Lock to the Present Interest until repayment/prepayment. Unless
otherwise contemplated by the loan Facility, this Holding Lock may
only be wholly or partially removed with the prior written consent
of the Lender.
3. APPOINTMENT OF A PROXY FORM
If appointing a Proxy to attend the Extraordinary General Meeting on your
behalf, please complete and lodge this Proxy form in accordance with the
instructions following.
I/We _________________________________________________________________________
being a shareholder/shareholders of Finders Resources Limited pursuant to my/our
right to appoint not more than two proxies, appoint
+-+
The Chairman of the Meeting | | Write here the name of the person you are
(mark with an "X") OR| | appointing if this person is someone other
| | than the Chairman of the Meeting.
+-+
+-+
| |
or failing him/her | | Write here the name of the other person you
| | are appointing.
+-+
or failing him/her, (or if no proxy is specified above) the Chairman of the
meeting, as my/our proxy to vote for me/us and on my/our behalf at the
Extraordinary General Meeting to be held at 10.00 am (Sydney time) on Monday
17th January 2011 at Finders Resources Limited, Suite 59B, Level 3, 330 Wattle
Street, Ultimo NSW 2007 and any adjournment of that meeting.
This proxy is to be used in respect of % of the
Ordinary Shares I/we hold.
If you wish to indicate how your proxy is to vote, please place an "X" in the
appropriate box, beside each resolution, below. If no indication is given on a
resolution, the proxy may abstain or vote at his/her discretion. Proxies
lodged in favour of the Chairman which do not include a vote will be used to
vote in favour of the resolutions.
If the Chair of the meeting is appointed as your proxy, or may be appointed by
default and you do not wish to direct your proxy how to vote please place a
mark in the box. By marking this box, you acknowledge that the Chair of the
meeting may exercise your proxy even if he has an interest in the outcome the
resolutions. Votes cast by the Chair of the meeting for the resolutions other
than as proxy holder will be disregarded because of that interest. If you do
not mark this box, and you have not directed your proxy how to vote, the Chair
will not cast your votes on the resolutions and your votes will not be counted
in calculating the required majority if a poll is called on the resolutions.
The Chair intends to vote 100% of all open proxies in favour of all
resolutions.
Voting directions to your proxy - please mark ? to indicate your directions
For Against Abstain*
To consider and, if thought fit, to
pass, with or without amendment, the
following resolutions as ordinary
resolutions:
Resolution 1: To approve the
issue and allotment of 1,500,000
Shares to Christopher Farmer or his
nominee.
Resolution 2: To approve the
issue and allotment of 750,000
Shares to Robert Thomson or his
nominee.
Resolution 3: To approve the
issue and allotment of 1,100,000
Shares to James Wentworth or his
nominee.
*If you mark the Abstain box for a particular item, 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.
PLEASE SIGN HERE
This section must be signed in accordance with the instructions overleaf to
enable your directions to be implemented. Executed in accordance with section
127 of the Corporations Act 2001 (Cth):
Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3
+----------------------------+ +-------------------------+ +-------------------+
| | | | | |
+----------------------------+ +-------------------------+ +-------------------+
Sole Director & Company Director / Company Director
Secretary Secretary
Dated this Day of 2010
---------------------- ----------------------
Instructions for Completing Proxy Form
1. A member entitled to attend and vote at a Meeting is entitled to appoint a
proxy to attend and vote on behalf of that member.
2. A duly appointed proxy need not be a member of the Company. This form should
be signed by the member. If a joint holding, either member may sign. If
signed by the member's attorney, the power of attorney must have been
previously noted by the Company or a certified copy attached to this form.
If executed by a company, the form must be executed in accordance with the
member's constitution and the Corporations Act 2001.
3. Corporate shareholders should comply with the execution requirements set out
on the proxy form or otherwise with the provisions of Section 127 of the
Corporations Act 2001. Section 127 of the Corporations Act 2001 provides
that a company may execute a document without using its common seal if the
document is signed by:
3. directors of the company;
4. a director and a company secretary of the company; or
5. for a proprietary company that has a sole director who is also the sole
company secretary - that director.
4. For the Company to rely on the assumptions set out in Section 129(5) and (6)
of the Corporations Act 2001, a document must appear to have been executed
in accordance with Section 127(1) or (2). This effectively means that the
status of the persons signing the document or witnessing the affixing of the
seal must be set out and conform to the requirements of Section 127(1) or
(2) as applicable. In particular, a person who witnesses the affixing of a
common seal and who is the sole director and sole company secretary of the
company must state that next to his or her signature.
5. Completion of a proxy form will not prevent individual shareholders from
attending the meeting in person if they wish. Where a shareholder completes
and lodges a valid proxy form and attends the meeting in person, then the
proxy's authority to speak and vote for that shareholder is suspended while
the shareholder is present at the meeting
6. Where a proxy form or form of appointment of corporate representative is
lodged and is executed under power of attorney, the power of attorney must
be lodged in like manner as this proxy.
7. To vote by proxy, please complete and sign the proxy form enclosed and send
the proxy form by:
3. post to Finders Resources Limited, Suite 51, Level 3 330 Wattle St Ultimo
NSW 2007; or
4. facsimile to Finders Resources Limited on facsimile number +61 2 9212 0200,
so that it is received not later than 10.00 am, Sunday 16th January 2011,
Sydney time.
Proxy forms received later than this time will be invalid.
8. Chapter 2C of the Corporations Act requires information about you as a
member (including your name, address and details of the shares you hold) to
be included in the public register of the entity in which you hold
securities. Information is collected to administer your shareholding and if
some or all of the information is not collected then it might not be
possible to administer your shareholding. You can access your personal
information by contacting the Company at the address or telephone number
shown on this form.
4. APPOINTMENT OF CORPORATE REPRESENTATIVE
Pursuant to Section 250D of the Corporations Act 2001
__________________________________________________ (ABN/ACN/ARBN
____________________ )
(Insert name of Shareholder/Body Corporate & ACN/ARBN)
hereby authorises
__________________________________________________________________
(Insert name of appointee)
(*) 1. To act as the Company's representative at all General Meetings of
Finders Resources Limited ABN 82 108 547 413.
(*) 2. To act as the Company's Representative at the Extraordinary
General Meeting to commence at 10.00 am on Monday 17th January 2011 and any
adjournment thereof.
Dated this ________________ day of _______________________________ 2010
Executed by the corporation in accordance with its Constitution/Section 127 of
the
Corporations Act 2001 in the presence of:
______________________________________________________________________
(*) Director(*) Sole Director & Sole Secretary
___________________________________
(*) Director/Secretary
Affix Common Seal here (optional)
(*) Delete if not applicable
This authority may be sent to the registered office or share registry office of
the Company in advance of the meeting as set out in the Notice of Extraordinary
General Meeting which this appointment accompanies or handed in at the
Extraordinary General Meeting when registering as a company representative. In
either case, the authority will be retained by the Company.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Finders Resources Limited via Thomson Reuters ONE
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