TIDMJPRL
RNS Number : 4790L
Jupiter Energy Ltd
03 October 2016
Jupiter Energy Limited
ACn 084 918 481
NOTICE OF Annual GENERAL MEETING
TIME: 10.30am
DATE: 4 November 2016
PLACE: The 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
(+61 8) 9322 8222.
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CONTENTS PAGE
Business of the Meeting (setting out the proposed
resolutions)
3
Explanatory Statement (explaining the proposed resolutions)
5
Glossary 14
Proxy Form 14
important information
TIME AND PLACE OF MEETING
Notice is given that the Meeting will be held at 10.30 am on
Friday 4 November 2016 at:
The 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
4.00 pm (WST) (7.00 pm Sydney time) on 2 November 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:
-- each Shareholder has a right to appoint a proxy;
-- the proxy need not be a Shareholder of the Company; and
-- a Shareholder 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.
Shareholders and their proxies should be aware of that changes
to the Corporations Act made in 2011 mean that:
-- if proxy holders vote, they must cast all directed proxies as directed; and
-- 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:
-- the proxy need not vote on a show of hands, but if the proxy
does so, the proxy must vote that way (i.e. as directed); and
-- 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
-- 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 (i.e. as directed); and
-- 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 (i.e.
as directed).
Transfer of non-chair proxy to chair in certain
circumstances
Section 250BC of the Corporations Act provides that, if:
-- 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
-- the appointed proxy is not the chair of the meeting; and
-- at the meeting, a poll is duly demanded on the resolution; and
-- either of the following applies:
o the proxy is not recorded as attending the meeting; or
o 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.
business of the meeting
AGA
1. Financial Statements and Reports
To receive and consider the annual financial report of the
Company for the financial year ended 30 June 2016 together with the
declaration of the directors, the director's report, the
Remuneration Report and the auditor's report.
2. Resolution 1 - ADOPTION OF remuneration REPORT
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as a non-binding
resolution:
"That, for the purposes of section 250R(2) of the Corporations
Act and for all other purposes, approval is given for the adoption
of the Remuneration Report as contained in the Company's annual
financial report for the financial year ended 30 June 2016."
Note: the vote on this Resolution is advisory only and does not
bind the Directors or the Company.
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by
or on behalf of either of the following persons:
(a) a member of the Key Management Personnel, details of whose
remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on
this Resolution as a proxy if the vote is not cast on behalf of a
person described above and either:
(a) the voter is appointed as a proxy by writing that specifies
the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel.
3. Resolution 2 - Re-election of director - Mr SCOTT MISON
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purpose of clause 13.2 of the Constitution, ASX
Listing Rule 14.4 and for all other purposes, Mr Scott Mison, a
Director, retires by rotation, and being eligible, is re-elected as
a Director."
4. Resolution 3 - ELECTION of Director - Mr ALEXey kruzhkov
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purpose of clause 13.4 of the Constitution, ASX
Listing Rule 14.4 and for all other purposes, Alexey Kruzhkov, a
Director who was appointed on 30 August 2016, retires, and being
eligible, is elected as a Director."
5. Resolution 4 - ELECTion of proposed director - Mr Alexander kuzev
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, for the purpose of clause 13.4 of the Constitution, ASX
Listing Rule 14.4 and for all other purposes, Alexander Kuzev, a
proposed Director to be appointed following dispatch of the Notice
of Meeting but prior to the date of the Meeting, retires, and being
eligible, is elected as a Director."
6. Resolution 5 - approval of 10% Placement capacity
To consider and, if thought fit, to pass the following
resolution as a special resolution:
"That, for the purposes of Listing Rule 7.1A and for all other
purposes, approval is given for the issue of Equity Securities
totalling up to 10% of the issued capital of the Company at the
time of issue, calculated in accordance with the formula prescribed
in Listing Rule 7.1A.2 and on the terms and conditions set out in
the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast on
this Resolution by any person who may participate in the issue of
Equity Securities under this Resolution and a person who might
obtain a benefit, except a benefit solely in the capacity of a
holder of ordinary securities, if the Resolution is passed and any
associates of those persons. However, the Company will 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: 26 September 2016
BY ORDER OF THE BOARD
Scott mison
Director and Company Secretary
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. Financial Statements and Reports
In accordance with the Constitution, the business of the Meeting
will include receipt and consideration of the annual financial
report of the Company for the financial year ended 30 June 2016
together with the declaration of the directors, the directors'
report, the Remuneration Report and the auditor's report.
The Company will not provide a hard copy of the Company's annual
financial report to Shareholders unless specifically requested to
do so. The Company's annual financial report is available on its
website at www.jupiterenergy.com
2. Resolution 1 - ADOPTION OF remuneration REPORT
2.1 General
The Corporations Act requires that at a listed company's annual
general meeting, a resolution that the remuneration report be
adopted must be put to the shareholders. However, such a resolution
is advisory only and does not bind the company or the directors of
the company.
The remuneration report sets out the company's remuneration
arrangements for the directors and senior management of the
company. The remuneration report is part of the directors' report
contained in the annual financial report of the company for a
financial year.
The chair of the meeting must allow a reasonable opportunity for
its shareholders to ask questions about or make comments on the
remuneration report at the annual general meeting.
2.2 Voting consequences
Under changes to the Corporations Act which came into effect on
1 July 2011, a company is required to put to its shareholders a
resolution proposing the calling of another meeting of shareholders
to consider the appointment of directors of the company (Spill
Resolution) if, at consecutive annual general meetings, at least
25% of the votes cast on a remuneration report resolution are voted
against adoption of the remuneration report and at the first of
those annual general meetings a Spill Resolution was not put to
vote. If required, the Spill Resolution must be put to vote at the
second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill
Resolution, the company must convene a shareholder meeting (Spill
Meeting) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the
directors' report (as included in the company's annual financial
report for the most recent financial year was approved, other than
the managing director of the company, will cease to hold office
immediately before the end of the Spill Meeting but may stand for
re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or
re-election as directors of the company is approved will be the
directors of the company.
2.3 Previous voting results
At the Company's previous annual general meeting the votes cast
against the remuneration report considered at that annual general
meeting were less than 25%. Accordingly, the Spill Resolution is
not relevant for this Annual General Meeting.
2.4 Proxy voting restrictions
Shareholders appointing a proxy for this Resolution should note
the following:
Proxy Directions No directions given
given
---------------------------- ----------------- ---------------------------
Key Management Personnel(1) Vote as directed Unable to vote(3)
---------------------------- ----------------- ---------------------------
Chair(2) Vote as directed Able to vote at discretion
of Proxy(4)
---------------------------- ----------------- ---------------------------
Other Vote as directed Able to vote at discretion
of Proxy
---------------------------- ----------------- ---------------------------
Notes:
(1) Refers to Key Management Personnel (other than the Chair)
whose remuneration details are included in the Remuneration Report,
or a Closely Related Party of such a member.
(2) Refers to the Chair (where he/she is also a member of the
Key Management Personnel whose remuneration details are included in
the Remuneration Report), or a Closely Related Party of such a
member).
(3) Undirected proxies granted to these persons will not be
voted and will not be counted in calculating the required majority
if a poll is called on this Resolution.
(4) The Proxy Form notes it is the Chair's intention to vote all
undirected proxies in favour of all Resolutions
3. Resolution 2 - Re-election of director - MR SCOTT MISON
3.1 General
ASX Listing Rule 14.4 provides that a director of an entity must
not hold office (without re-election) past the third AGM following
the director's appointment or 3 year, whichever is the longer.
The Constitution sets out the requirements for determining which
Directors are to retire by rotation at an annual general
meeting.
Mr Scott Mison, who has served as a director since 31 January
2011 and was last re-elected on 7 November 2013, retires by
rotation and seeks re-election.
3.2 Qualifications and other material directorships
Mr Mison holds a bachelor of Business, is a member of the
Institute of Chartered Accountants in Australia and Chartered
Secretaries Australia.
Mr Mison has over 17 years' experience in finance and corporate
compliance within Australia, UK, Central Asia and USA.
3.3 Independence
If elected the board considers Mr Scott Mison will be an
independent director.
3.4 Board recommendation
The Board supports the re-election of Mr Scott Mison and
recommends that Shareholders vote in favour of Resolution 2.
4. Resolution 3 - election of alexey kruzhkov
4.1 General
Clause 13.4 of the Constitution allows the Directors to appoint
at any time a person to be a Director as an addition to the
existing Directors, but only where the total number of Directors
does not at any time exceed the maximum number specified by the
Constitution.
Pursuant to the Constitution and ASX Listing Rule 14.4, any
Director so appointed holds office only until the next following
general meeting and is then eligible for election by Shareholders
but shall not be taken into account in determining the Directors
who are to retire by rotation (if any) at that meeting.
Mr Alexey Kruzhkov, having been appointed by other Directors on
30 August 2016 in accordance with the Constitution, will retire in
accordance with clause 13.4 of the Constitution and ASX Listing
Rule 14.4 and being eligible seeks election from Shareholders.
4.2 Qualifications and other material directorships
Alexey holds an Engineering Degree and an MBA and has over 10
years' experience working in the investment industry, focusing
primarily on organisations involved in Oil & Gas, Mining and
Real Estate. He has served as a Director on the Boards of companies
listed in Canada and Norway. He is a member of the executive team
of Waterford Investment and Finance Limited and resides in Cyprus.
He holds British and Russian citizenships.
4.3 Independence
Mr Alexey Kruzhkov is an executive with Waterford Investment and
Finance Limited, the Company's major Shareholder. Therefore this
relationship might influence, or reasonably be perceived to
influence, in a material respect his capacity to bring an
independent judgement to bear on issues before the board and to act
in the best interest of the entity and its security holders
generally.
If elected the board does not consider Mr Alexey Kruzhkov will
be an independent director.
4.4 Board recommendation
The Board supports the re-election of Mr Alexey Kruzhkov and
recommends that Shareholders vote in favour of Resolution 3.
5. Resolution 4 - election of alexander kuzev
5.1 General
Clause 13.4 of the Constitution allows the Directors to appoint
at any time a person to be a Director as an addition to the
existing Directors, but only where the total number of Directors
does not at any time exceed the maximum number specified by the
Constitution.
Pursuant to the Constitution and ASX Listing Rule 14.4, any
Director so appointed holds office only until the next following
general meeting and is then eligible for election by Shareholders
but shall not be taken into account in determining the Directors
who are to retire by rotation (if any) at that meeting.
Mr Alexander Kuzev, who is proposed to be appointed by the other
Directors in accordance with the Constitution following dispatch of
the Notice of Meeting but prior to the date of the Meeting, will
retire in accordance with clause 13.4 of the Constitution and ASX
Listing Rule 14.4 and being eligible seeks election from
Shareholders.
In the event that Mr Kuzev is not appointed by the other
Directors prior to the date of the Meeting, this Resolution will be
withdrawn at the Meeting.
5.2 Qualifications and other material directorships
Alexander Kuzev (51) is an oil industry professional with over
26 years of experience.
Most of Alexander's career has been spent working in the Former
Soviet Union (FSU) with much of that time responsible for the
overall management of field operations with a focus on production
sustainability, technology and field maintenance. He has worked
with a range of oil and gas companies including Schlumberger and
Gazprom Drilling.
Alexander brings an important technical skill set to the Jupiter
Energy Board as well as in country experience, having been involved
with various Kazakhstan based oil and gas operations since the late
1990's.
Alexander is currently Managing Director of an oil production
company with operations in Astrakhan, Southern Russia. He holds a
Bachelor of Engineering and is a Russian citizen.
5.3 Independence
Mr Alexander Kuzev has no interests, position, association or
relationship that might influence, or reasonably be perceived to
influence, in a material respect his capacity to bring an
independent judgement to bear on issues before the board and to act
in the best interest of the entity and its security holders
generally.
If elected the board considers Mr Alexander Kuzev will be an
independent director.
5.4 Board recommendation
The Board supports the election of Mr Alexander Kuzev and
recommends that Shareholders vote in favour of Resolution 4.
6. Resolution 5 - approval of 10% placement capacity
6.1 General
ASX Listing Rule 7.1A provides that an Eligible Entity may seek
Shareholder approval at its annual general meeting to allow it to
issue Equity Securities up to 10% of its issued capital (10%
Placement Capacity).
The Company is an Eligible Entity.
If Shareholders approve Resolution 5, the number of Equity
Securities the Eligible Entity may issue under the 10% Placement
Capacity will be determined in accordance with the formula
prescribed in ASX Listing Rule 7.1A.2 (as set out in Section
6.2).
The effect of Resolution 5 will be to allow the Company to issue
Equity Securities up to 10% of the Company's fully paid ordinary
securities on issue under the 10% Placement Capacity during the
period up to 12 months after the Meeting, without subsequent
Shareholder approval and without using the Company's 15% annual
placement capacity granted under Listing Rule 7.1.
Resolution 5 is a special resolution. Accordingly, at least 75%
of votes cast by Shareholders present and eligible to vote at the
Meeting must be in favour of Resolution 3 for it to be passed.
6.2 ASX Listing Rule 7.1A
ASX Listing Rule 7.1A came into effect on 1 August 2012 and
enables an Eligible Entity to seek shareholder approval at its
annual general meeting to issue Equity Securities in addition to
those under the Eligible Entity's 15% annual placement
capacity.
An Eligible Entity is one that, as at the date of the relevant
annual general meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted
securities and securities quoted on a deferred settlement basis) of
$300,000,000.
The Company is an Eligible Entity as it is not included in the
S&P/ASX 300 Index and has a market capitalisation of
$38,344,423 based on the number of Shares on issue and the closing
price of Shares on the ASX on 26 September 2016 (153,377,693 Shares
at a price of $0.25 per Share).
Any Equity Securities issued must be in the same class as an
existing class of quoted Equity Securities. The Company currently
has one class of Equity Securities on issue, being Shares (ASX
Code: JPR, AIM code: JPRL, KASE code: AU_JPRL).
The exact number of Equity Securities that the Company may issue
under an approval under Listing Rule 7.1A will be calculated
according to the following formula:
(A x D) - E
Where:
A is the number of Shares on issue 12 months before the date of issue or agreement:
(i) plus the number of Shares issued in the previous 12 months
under an exception in ASX Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully
paid in the previous 12 months;
(iii) plus the number of Shares issued in the previous 12 months
with approval of holders of Shares under Listing Rules 7.1 and 7.4.
This does not include an issue of fully paid ordinary shares under
the entity's 15% placement capacity without shareholder approval;
and
(iv) less the number of Shares cancelled in the previous 12 months.
D is 10%.
E is the number of Equity Securities issued or agreed to be
issued under ASX Listing Rule 7.1A.2 in the 12 months before the
date of issue or agreement to issue that are not issued with the
approval of holders of Ordinary Securities under ASX Listing Rule
7.1 or 7.4.
6.3 Technical information required by ASX Listing Rule 7.1A
Pursuant to and in accordance with ASX Listing Rule 7.3A, the
information below is provided in relation to this Resolution 5:
(a) Minimum Price
The minimum price at which the Equity Securities may be issued
is 75% of the volume weighted average price of Equity Securities in
that class, calculated over the 15 ASX trading days on which trades
in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities
are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX
trading days of the date in Section 6.3(a)(i), the date on which
the Equity Securities are issued.
(b) Date of Issue
The Equity Securities may be issued under the 10% Placement
Capacity commencing on the date of the Meeting and expiring on the
first to occur of the following:
(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction
under ASX Listing Rules 11.1.2 (a significant change to the nature
or scale of the Company's activities) or 11.2 (disposal of the
Company's main undertaking) (after which date, an approval under
Listing Rule 7.1A ceases to be valid).
(10% Placement Capacity Period).
(c) Risk of voting dilution
Any issue of Equity Securities under the 10% Placement Capacity
will dilute the interests of Shareholders who do not receive any
Shares under the issue.
If Resolution 5 is approved by Shareholders and the Company
issues the maximum number of Equity Securities available under the
10% Placement Capacity, the economic and voting dilution of
existing Shares would be as shown in the table below.
The table below shows the dilution of existing Shareholders
calculated in accordance with the formula outlined in ASX Listing
Rule 7.1A.2, on the basis of the current market price of Shares and
the current number of Equity Securities on issue as at the date of
this Notice.
The table also shows the voting dilution impact where the number
of Shares on issue (variable A in the formula) changes and the
economic dilution where there are changes in the issue price of
Shares issued under the 10% Placement Capacity.
Number of Dilution
Shares on
Issue (Variable
'A' in ASX
Listing
Rule 7.1A.2)
----------------- --------------------------------------------------------------
Issue Price 0.125 0.25 0.50
(per Share)
50% decrease Issue Price 100% increase
in Issue in Issue
Price Price
----------------- -------------- -------------- ------------- ---------------
153,377,693 Shares issued 15,337,769 15,337,769 15,337,769
(Current)
----------------- -------------- -------------- ------------- ---------------
Funds raised $1,917,221 $3,834,442 $7,668,885
----------------- -------------- -------------- ------------- ---------------
230,066,540 Shares issued 23,006,654 23,006,654 23,006,654
(50% increase)
----------------- -------------- -------------- ------------- ---------------
Funds raised $2,875,832 $5,751,664 $11,503,327
----------------- -------------- -------------- ------------- ---------------
306,755,386 Shares issued 30,675,538 30,675,538 30,675,538
(100% increase)
----------------- -------------- -------------- ------------- ---------------
Funds raised $3,834,442 $7,668,885 $15,337,769
----------------- -------------- -------------- ------------- ---------------
*The number of Shares on issue (variable A in the formula) could
increase as a result of the issue of Shares that do not require
Shareholder approval (such as under a pro-rata rights issue or
scrip issued under a takeover offer) or that are issued with
Shareholder approval under Listing Rule 7.1.
The table above uses the following assumptions:
1. There are currently 153,377,693 Shares on issue.
2. The issue price set out above is the closing price of the
Shares on the ASX on 26 September 2016.
3. The Company issues the maximum possible number of Equity
Securities under the 10% Placement Capacity.
4. The Company has not issued any Equity Securities in the 12
months prior to the Meeting that were not issued under an exception
in ASX Listing Rule 7.2 or with approval under ASX Listing Rule
7.1.
5. The issue of Equity Securities under the 10% Placement
Capacity consists only of Shares. It is assumed that no convertible
securities convert into Shares before the date of issue of the
Equity Securities.
6. The calculations above do not show the dilution that any one
particular Shareholder will be subject to. All Shareholders should
consider the dilution caused to their own shareholding depending on
their specific circumstances.
7. This table does not set out any dilution pursuant to
approvals under ASX Listing Rule 7.1.
8. The 10% voting dilution reflects the aggregate percentage
dilution against the issued share capital at the time of issue.
This is why the voting dilution is shown in each example as
10%.
9. The table does not show an example of dilution that may be
caused to a particular Shareholder by reason of placements under
the 10% Placement Capacity, based on that Shareholder's holding at
the date of the Meeting.
Shareholders should note that there is a risk that:
(i) the market price for the Company's Shares may be
significantly lower on the issue date than on the date of the
Meeting; and
(ii) the Shares may be issued at a price that is at a discount
to the market price for those Shares on the date of issue.
(d) Purpose of Issue under 10% Placement Capacity
The Company may issue Equity Securities under the 10% Placement
Capacity for the following purposes:
(i) as cash consideration in which case the Company intends to
use funds raised for the development of Block 31, the Company's
wholly owned asset in Kazakhstan, including drilling of
exploration, appraisal and development wells and general working
capital; or
(iii) as non-cash consideration for the acquisition of new
resources assets and investments, in such circumstances the Company
will provide a valuation of the non-cash consideration as required
by listing Rule 7.1A.3.
The Company will comply with the disclosure obligations under
Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity
Securities.
(e) Allocation under the 10% Placement Capacity
The Company's allocation policy for the issue of Equity
Securities under the 10% Placement Capacity will be dependent on
the prevailing market conditions at the time of the proposed
placement(s).
The recipients of the Equity Securities to be issued under the
10% Placement Capacity have not yet been determined. However, the
recipients of Equity Securities could consist of current
Shareholders or new investors (or both), none of whom will be
related parties of the Company.
The Company will determine the recipients at the time of the
issue under the 10% Placement Capacity, having regard to the
following factors:
(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the
Company at that time, including, but not limited to, an entitlement
issue or other offer where existing Shareholders may
participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not
limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).
(f) Previous Approval under ASX Listing Rule 7.1A
The Company previously obtained approval from its Shareholders
pursuant to ASX Listing Rule 7.1A at the Company's annual general
meeting held on 6 November 2015 (Previous Approval).
In the 12 months preceding the date of this Meeting, the Company
has not issued any Equity Securities under the Previous Approval or
any other purpose.
(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A
When the Company issues Equity Securities pursuant to the 10%
Placement Capacity, it must give to ASX:
(i) a list of the recipients of the Equity Securities and the
number of Equity Securities issued to each (not for release to the
market), in accordance with Listing Rule 7.1A.4; and
(ii) the information required by Listing Rule 3.10.5A for release to the market.
6.4 Voting Exclusion
A voting exclusion statement is included in this Notice. As at
the date of this Notice, the Company has not invited any existing
Shareholder to participate in an issue of Equity Securities under
ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be
excluded from voting on Resolution 5.
Glossary
$ means Australian dollars.
10% Placement Capacity has the meaning given in Section 6.1.
AIM means the Alternative Investment Market operated by the
London Stock Exchange.
Annual General Meeting or Meeting means the meeting convened by
the Notice.
ASIC means the Australian Securities and Investments
Commission.
ASX means ASX Limited.
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.
Closely Related Party of a member of the Key Management
Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(d) anyone else who is one of the member's family and may be
expected to influence the member, or be influenced by the member,
in the member's dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001
(Cth) for the purposes of the definition of 'closely related party'
in the Corporations Act.
Company means Jupiter Energy Limited (ACN 084 918 481).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Eligible Entity means an entity that, at the date of the
relevant general meeting:
(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted
securities and securities quoted on a deferred settlement basis) of
$300,000,000.
Equity Securities includes a Share, a right to a Share or
Option, an Option, a convertible security and any security that ASX
decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement
accompanying the Notice.
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.
Ordinary Securities has the meaning set out in the ASX Listing
Rules.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the
Director's report section of the Company's annual financial report
for the year ended 30 June 2016.
Resolutions means the resolutions set out in the Notice, or any
one of them, as the context requires.
Section means a section of the Explanatory Statement unless
otherwise specified.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a holder of a Share.
Variable A means "A" as set out in the calculation in Section
6.2.
WST means Western Standard Time as observed in Perth, Western
Australia.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAFMMGGNFZGVZG
(END) Dow Jones Newswires
October 03, 2016 03:56 ET (07:56 GMT)
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