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| Subject: Re: Ordinary resolutions changing legal relationships 28 37.6 37.6 45 40 55 | |
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Author: anonymous |
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Date Posted: 21:19:22 11/02/02 Sat In reply to: anonymous 's message, "Re: Assembling some material for jigsaw puzzle.considerateness, consideration" on 10:13:26 11/02/02 Sat ERG LIMITED 2002-10-30 ASX-SIGNAL-G HOMEX - Perth +++++++++++++++++++++++++ NOTICE OF ANNUAL GENERAL MEETING ERG LIMITED ACN 009 112 725 Notice is given that the 2002 Annual General Meeting (AGM) of the shareholders of ERG Limited (the Company) will be held on Thursday, 28 November 2002 at 2.00pm at the Parmelia Hilton in the Parmelia Ball Room, Mill Street Perth. ORDINARY BUSINESS RECEIVING FINANCIAL STATEMENTS To receive the financial report of the Company and the entities it controlled for the year ended 30 June 2002, together with the statements and reports of Directors and auditors attached to the accounts. RESOLUTION 1: RE-ELECTION OF DIRECTORS To consider, and if thought fit, pass the following resolutions as ordinary resolutions: RESOLUTION 1.1 - RE-ELECTION OF MR DAVID JAMES HUMANN "That Mr David James Humann, being a Director of theCompany who retires by rotation pursuant to Rule 7.1 (e)(2)(A) of the Company's Constitution and being eligible, is re-elected as a Director of the Company." RESOLUTION 1.2 - RE-ELECTION OF MR ALEXANDER (SANDY) STUART MURDOCH "That Mr Alexander (Sandy) Stuart Murdoch, being a Director of the Company who retires by rotation pursuant to Rule 7.1(e)(2)(A) of the Company's Constitution and being eligible, is re-elected as a Director of the Company." RESOLUTION 1.3 - RE-ELECTION OF MR ROBERT NEIL TOPFER "That Mr Robert Neil Topfer, being a Director of the Company who was appointed by the Board of Directors as an additional Director since the last AGM retires pursuant to rule 7.1(e)(1) of the Company's Constitution and being eligible, is re-elected as a Director of the Company." SPECIAL BUSINESS RESOLUTION 2: EMPLOYEE SHARE AND OPTION PLANS To consider, and if thought fit, pass the following resolutions as ordinary resolutions: RESOLUTION 2.1 - ISSUES UNDER THE EXISTING ERG EXEMPT EMPLOYEE SHARE PLAN "That the Company approves for all purposes, including for the purposes of rule 7.2 (exception 9) of the Listing Rules of Australian Stock Exchange (ASX) and section 260C(4) of the Corporations Act 2001, the employee share plan called the ERG Exempt Employee Share Plan (the EESP) and issues of securities under the EESP upon and subject to the terms and conditions contained in the rules of the EESP, a summary of which is set out in the Explanatory Memorandum accompanying the Notice of Meeting." RESOLUTION 2.2 - ISSUES UNDER THE EXISTING ERG EXECUTIVE OPTION PLAN "That the Company approves for all purposes, including for the purposes of rule 7.2 (exception 9) and rule 10.14 of the Listing Rules of ASX and section 260C(4) of the Corporations Act 2001, the option plan called the ERG Executive Option Plan (EEOP) and issues of securities under the EEOP upon and subject to the terms and conditions contained in the rules of the EEOP in the form approved by shareholders on 9 November 1998, a summary of which is set out in the Explanatory Memorandum accompanying the Notice of Meeting." RESOLUTION 2.3 - ISSUES UNDER THE ERG EMPLOYEE & PERMANENT CONTRACTOR OPTION PLAN "That the Company approves for all purposes, including for the purposes of rule 7.2 (exception 9) and rule 10.14 of the Listing Rules of ASX and section 260C(4) of the Corporations Act 2001, the option plan called the ERG Employee & Permanent Contractor Option Plan (the EPCOP) and issues of securities under the EPCOP upon and subject to the terms and conditions contained in the rules of the EPCOP, a summary of which is set out in the Explanatory Memorandum accompanying the Notice of Meeting." RESOLUTION 3: RATIFICATION AND APPROVAL OF ISSUE OF SHARES AND OPTIONS FOR PROTON WORLD INTERNATIONAL SA (PWI) ACQUISITION To consider, and if thought fit, pass the following resolutions as ordinary resolutions: RESOLUTION 3.1 - RATIFICATION OF ISSUE OF SHARES TO BANKSYS, AMEX, VISA AND INTERPAY "That the Company ratifies for all purposes, including for the purposes of rule 7.4 of the Listing Rules of ASX, the issue and allotment on 15 March 2002 to Banksys SA of 31,016,515 fully paid ordinary shares in the Company and the issue and allotment to each of American Express Travel Related Services Company Inc, Visa International Services Association and Interpay Nederland BV of 14,841,655 fully paid ordinary shares in the Company each at a deemed issue price of $0.28 in part consideration for the acquisition of their respective shares in PWI by the Company on the terms of the share purchase agreements between those companies. RESOLUTION 3.2 - RATIFICATION OF ISSUE OF OPTIONS TO VISA "That the Company ratifies for all purposes, including for the purposes of rule 7.4 of the Listing Rules of ASX, the issue and allotment on 15 March 2002 to Visa International Services Association Visa) of 1,000,000 unlisted options in the Company exercisable at $0.376 on or before 29 March 2007 and otherwise on the terms summarised in the Explanatory Memorandum in part consideration for the acquisition of Visa's shares in PWI by the Company on the terms of the share purchase agreement between those companies." RESOLUTION 3.3 - APPROVAL OF ISSUE OF OPTIONS TO AMEX "That the Company approves for all purposes,including for the purposes of rule 7.1 of the Listing Rules of ASX, the issue and allotment within one year of this meeting to American Express Travel Related Services Company Inc (Amex) 7,000,000 unlisted options in the Company exercisable on or before 29 March 2007 with exercise prices between $0.376 and $0.450 and otherwise on the terms summarised in the Explanatory Memorandum in part consideration for the acquisition of Amex's shares in PWI by the Company on the terms ofthe share purchase agreements between those companies." RESOLUTION 3.4 - RATIFICATION OF ISSUE OF OPTIONS TO PWI EMPLOYEES "That the Company ratifies for all purposes, including for the purposes of rule 7.4 of the Listing Rules of ASX, the issue and allotment on 15 March 2002 of 7,437,210 options exercisable at $0.40 at any time from 1 January 2006 until 1 February 2009 to the employees of PWI who had options to subscribe for shares in PWI and otherwise on the terms summarised in the Explanatory Memorandum." RESOLUTION 4: RATIFICATION OF ISSUE OF SHARES TO CERTAIN CONVERTIBLE NOTEHOLDERS To consider, and if thought fit, pass the following resolutions as ordinary resolutions: RESOLUTION 4.1 -APPROVAL OF ISSUE OF SHARES TO CERTAIN LISTED CONVERTIBLE NOTEHOLDERS "That for all purposes, including for the purposes of rule 7.1 of the Listing Rules of ASX, the Company approves the issue to Utilico International Limited, JP Morgan Nominees Australia Ltd, Ingot Capital Investments Pty Ltd, Ingot Capital Management Pty Ltd, ASC Pty Ltd and Custodial Asset Finance Pty Ltd of an aggregate of up to 20,000,000 fully paid shares in consideration of the reinvestment of some or any part of the interest payments on listed convertible notes paid to those holders on 1 October 2002 at an issue price of 95% of the weighted average price of ordinary shares in the Company sold on ASX over the five days before the election notice wasgiven in accordance with the term described in the Explanatory Memorandum." RESOLUTION 4.2 - APPROVAL OF ISSUE OF SHARES TO CERTAIN UNLISTED CONVERTIBLE NOTEHOLDERS "That for all purposes, including for the purposes of rule 7.1 of the Listing Rules of ASX, the Company approves the issue to Utilico International Limited and The Special Utilities investment Trust Plc of up to an aggregate of 57,000,000 fully paid ordinary shares in the Company in consideration of the reinvestment of some or all of the top up amounts paid or payable to holders of unlisted convertible notes in the Company in accordance with the terms described in the Explanatory Memorandum." RESOLUTION 4.3 - APPROVAL OF ISSUE OF SHARES TO MOTOROLA INC "That for all purposes, including for the purposes of rule 7.1 of the Listing Rules of ASX, the Company approves the issue to Motorola Inc of up to 38,000,000 fully paid ordinary shares in the Company in consideration of the reinvestment of some or any part of the top up amounts paid or payable to Motorola Inc in consideration of it converting its unlisted convertible notes in the Company in accordance with the terms described in the Explanatory Memorandum." RESOLUTION 5: APPROVAL OF ISSUE OF OPTIONS TO ROTHSCHILD To consider, and if thought fit, pass the following resolution as an ordinary resolution: RESOLUTION 5 - APPROVAL OF ISSUE OF OPTIONS TO ROTHSCHILD "That the Company approves for all purposes, including for the purposes of rule 7.1 of the Listing Rules of ASX, the issue and allotment of 20,000,000 options exercisable at $0.25 on or before five years from the date of issue to N M Rothschild & Sons (Australia) Limited in the event the Company enters into a revolving cash advance facility in accordance with the terms described in the Explanatory Memorandum." EXPLANATORY MEMORANDUM Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting. ENTITLEMENT TO VOTE For the purposes of the meeting, the Directors have determined that ordinary shares in ERG Limited will be taken to be held by the registered holders at 4.00pm (WST) on Tuesday, 26 November 2002. Accordingly, share transfers registered after this time will be disregarded in determining entitlements to attend and vote at the meeting. C Barrett-Lennard COMPANY SECRETARY MORE TO FOLLOW ERG LIMITED 2002-09-12 ASX-SIGNAL-G HOMEX - Perth +++++++++++++++++++++++++ MEDIA RELEASE ERG Group today announced that the holders of its unlisted convertible notes have agreed to convert some or all of their holdings into ERG ordinary shares. The effect of the conversion is to reduce ERG's liability on maturity of these notes from the $22.8 million face value to the extent that the notes are converted. ERG originally issued 18,178,989 8% convertible notes at $1.65 to Motorola Inc on 16 October 1997, with a maturity date of 15 October 2002. During the term of these notes, Motorola converted 4,350,000 notes into ordinary shares and sold a further 8,000,000 notes to two financial institutions. As a result there are now 13,828,989 notes on issue, of which Motorola holds 5,828,989. The two financial institutions and Motorola have agreed to convert theirholdings into ordinary shares in certain circumstances and the date for conversion has been extended to 15 November 2002. The notes are convertible at the rate of one note for three ordinary shares, providing an effective share conversion price of $0.55. If all notes are converted, ERG will issue 41,486,967 new ordinary shares to the three convertible noteholders. The noteholders will be entitled to a payment from ERG based on the difference between $0.55 and the sale priceof ERG's shares. Any notes not converted will be redeemed on or before 15 November 2002 (or such later date as is agreed between the holder and ERG). ERG will issue a disclosure notice and reliance notice under ASIC Class Order 02/272 upon conversion of any of the Notes to enable the resale of the shares issued upon conversion. C Barrett-Lennard COMPANY SECRETARY For further information, please contact: Shaun Duffy GENERAL MANAGER INVESTOR RELATIONS Ph: +61 8 9273 1879 Email: sduffy@erggroup.com [ Next Thread | Previous Thread | Next Message | Previous Message ] |