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| Subject: Re:NRMA Nominees Pty Ltd 13,739,350 1.61 4/1/2002---<b>not on Top twenty 29/8/2002. | |
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Author: anonymous |
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Date Posted: 18:52:20 11/08/02 Fri In reply to: anonymous 's message, "Re:NRMA Nominees Pty Ltd 13,739,350 1.61 4/1/2002---<b>not on Top twenty 29/8/2002." on 01:55:35 10/22/02 Tue NRMA off register-nonstrategicIWFMarch15-22. ------------------------------------------------------------ By being off the register it's association with ERG won't penalise the ERG share price---re investable weight factor---which is adjusted annually between March 15th and March 22---unless a substantial movement on the register greater than 5% occurs then it may be looked into earlier. ------------------------------------------------------------ ERG was dropped from indexes on March 15th 2002. ------------------------------------------------------------ The reality of it is downweighting has actually already occurred anyway---so any investable weight factor the entity gets in more than none. ------------------------------------------------------------ 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 2001-02-26 ASX-SIGNAL-G HOMEX - Perth +++++++++++++++++++++++++ ERG Limited (ASX:ERG) and Motorola (NYSE:MOT) Worldwide Smartcard Solutions Division (WSSD) today announced that ERG will acquire Motorola's interest in the ERG Motorola Alliance. ERG will assume responsibility for all existing projects and those currently being pursued by the Alliance. All revenue and earnings from these projects will flow to ERG. Completion of the transaction is subject to ERG shareholder approval. The restructure provides for an orderly transition of existing projects to ERG to ensure all existing customer commitments are met. The parties will continue to cooperate and maintain a relationship in support of current Alliance customers and lenders without a formal alliance structure. ERG Chief Executive Peter Fogarty explained the significance of the Alliance to ERG. "In 1997 ERG needed to strengthen its balance sheet and expand its capacity to support a number of new projects," he said. "The capital Motorola provided to ERG at that time, coupled with Motorola's involvement in the Alliance projects, has made a significant contribution to ERG's growth over the past three years. "ERG has developed a strong financial position and capability to support its global smart card aspirations on its own," Fogarty continued. "This strength positioned ERG to approach Motorola with an offer to acquire its interests in the Alliance. ERG will pay Motorola A$46 million (US$24.15 million) in cash, and we are confident that this transaction is beneficial to ERG's shareholders. As we move ahead, we look forward to expanding ERG's position globally, both in and outside the transit fare collection sector." "We are pleased with what the Alliance has achieved, both in terms of its position in the smart card transit solutions market and in our shareholding in ERG, said Jim Osborn, Motorola corporate vice president and general manager of WSSD. "Our first priority at Motorola continues to be our customers, and we are confident that ERG is strongly positioned to support our Alliance customers." Motorola also announced that it proposes to sell down its ERG shareholding consisting of approximately 82.6 million shares representing all of Motorola's direct holding in ERG shares. ERG GROUP For further information about the ERG Group please visit our website at http://www.erggroup.com or contact Melissa Frost, General Manager Investor Relations, on +61 8 9273 1879 or mfrost@erggroup.com MOTOROLA Motorola, Inc (NYSE:MOT) is a global leader in providing integrated communications and embedded electronic solutions. Sales in 2000 were US$37.6 billion. 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