Notice of General Meeting

RNS Number : 5492J

88 Energy Limited

18 December 2015

 

88 Energy Ltd

Notice of General Meeting

88 Energy Limited ("88 Energy" or "the Company") (ASX, AIM: 88E) has today lodged a notice of a general meeting of the Company, scheduled to take place at 10:00 a.m. (Perth time) on 20 January 2016 at The Celtic Club, 48 Ord Street, West Perth WA 6005 (the "General Meeting"). The purpose of the General Meeting is to seek shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 300,000,000 Shares pursuant to the Placement announced by the Company on 20 November 2015.

Full details of the General Meeting and the resolutions to be approved are set out below.

Media and Investor Relations:

Australia
88 Energy Ltd [e-mail] [phone]
Hartleys Limited As Corporate Advisor Mr Dale Bryan [phone]
United Kingdom
Cenkos Securities Plc           As Nominated Adviser
Mr Neil McDonald Tel: [phone]	Mr Derrick Lee Tel: [phone]

88 ENERGY Limited

ACn 072 164 179

NOTICE OF GENERAL MEETING

TIME:                    10:00am (Perth time)

DATE:                   20 January 2016

PLACE:                 Celtic Club

                             48 Ord Street

                             West Perth WA 6005

This Notice of Meeting should be read in its entirety.  If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on [phone].

          

CONTENTS

Business of the Meeting (setting out the proposed Resolutions)                                                     3

Explanatory Statement (explaining the proposed Resolutions)                                                     5

Glossary                                                                                                                                                6

Proxy Form and Form of Instruction                                                                                                       

important information

Time and place of Meeting

Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am on 20 January 2016 at:

Celtic Club

48 Ord Street

West Perth WA 6005

Your vote is important

The business of the Meeting affects your shareholding and your vote is important. 

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10:00am (WST) on 18 January 2016.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above. 

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

(a)           each Shareholder has a right to appoint a proxy;

(b)          the proxy need not be a Shareholder of the Company; and

(c)           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 the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date.  Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting.  Broadly, the changes mean that:

(a)           if proxy holders vote, they must cast all directed proxies as directed; and

(b)          any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

(a)           the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and

(b)          if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

(c)           if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and

(d)          if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

(a)           an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

(b)          the appointed proxy is not the chair of the meeting; and

(c)           at the meeting, a poll is duly demanded on the resolution; and

(d)          either of the following applies:

(i)           the proxy is not recorded as attending the meeting; or

(ii)           the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

United Kingdom (CREST Voting Instruction)

DI Holders in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual.  CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf.

In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (CREST Voting Instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual.

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (Computershare UK) no later than 4:00pm 17 August 2015 (GMT). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.  DI Holders in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages.  Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions.  It is the responsibility of the DI Holder concerned to take (or, if the DI Holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time.

In this connection, DI Holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Form of Instruction

DI Holders are invited to attend the Meeting but are not entitled to vote at the Meeting.  In order to have votes cast at the Meeting on their behalf, DI Holders must complete, sign and return the Forms of Instruction sent to them together with this Notice to the Company's agent, Computershare UK, by no later than 4:00  pm (GMT).

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 10:00am (WST) on 20 January 2016 at 48 Ord Street, West Perth WA 6005.

The Explanatory Statement provides additional information on matters to be considered at the General Meeting.  The Explanatory Statement, the Schedule and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 10:00am (WST) on 18 January 2016.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

1.           Resolution 1 - RATIFICATION OF PRIOR ISSUE OF SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 300,000,000 Shares on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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.

 

Dated: 14 December 2015

By order of the Board

Mr DAVID WALL

MANAGING DIRECTOR

Explanatory Statement

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1.           Resolution 1 - RATIFICATION OF PRIOR ISSUE OF SHARES

1.1         General

On 27 November 2015 the Company issued 300,000,000 Shares at an issue price of $0.01 per Share to raise $3,000,000 (Placement). The Placement Shares were issued under the Company's 15% placement capacity under Listing Rule 7.1.  

This Resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of these 300,000,000 Shares issued pursuant to the Placement (Ratification).

1.2         ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.3         Technical Information Required by Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.4, the following information is provided in relation to the Ratification:

(a)          300,000,000 Shares were issued under the Company's 15% placement capacity under Listing Rule 7.1;

(b)          the issue price was $0.01 per Share;

(c)           the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

(d)          the Shares were issued to sophisticated investors known to the Company. None of these subscribers were related parties of the Company; and

(e)          the funds raised from this issue were used for a deposit for additional acreage on the North Slope Alaska, for payments in respect of the Company's Icewine Project seismic acquisitions and ongoing exploration, and for working capital.

2.           Glossary

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means 88 Energy Limited (ACN 072 164 179).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

DI Holder means depositary interest holders who are registered as holders of depositary interests maintained on behalf of the Company as at the Record Date set out below and whose registered address is in Australia, New Zealand or the United Kingdom as at the relevant Record Date

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice. 

GMT means Greenwich Mean Time.

Icewine Project means the onshore oil and gas project known as Project Icewine located in North America.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group. 

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Placement has the meaning given in section 1.1 of the Explanatory Statement.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of one or more Shares.

WST means Western Standard Time as observed in Perth, Western Australia.

 

END

 

 

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