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FSE - Firestone Energy Limited - Notice of annual general meeting
FIRESTONE ENERGY LIMITED
(formerly Centralian Minerals Limited)
(Registration number: ABN 058 436 794)
(SA company registration number: 200/023973/10
Share code on the JSE: FSE
Share code on the ASX: FSE
ISIN: AU000000FSE6
("FSE" or "the Company")
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of the Shareholders of
Firestone Energy Limited will be convened at 9 am (WST) on 26 November 2009, at
CWA House (Country Women`s Association), 1176 Hay Street, West Perth, WA 6005.
The annual report and relevant proxy form will be posted to South African
shareholders on Monday, 26 October 2009.
BUSINESS OF THE MEETING
ANNUAL REPORT 2009
To receive and consider the annual financial report of the Company, the
Directors` Report and the Auditor`s Report for the year ended 30 June 2009.
These reports are contained in the 2009 Annual Report, which is available on the
Company`s website www.firestoneenergy.com.au.
ORDINARY BUSINESS - RESOLUTIONS
RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass the following resolution as a non-
binding resolution:
`That, for the purpose of section 250R(2) of the Corporations Act, the
Remuneration Report as set out in the Annual Report for the year ended 30 June
2009 be adopted. "
Short Explanation:
The Corporations Act provides that a resolution for the Remuneration Report to
be adopted must be put to a vote at a listed company`s annual general meeting.
The vote on the Remuneration Report is advisory only and does not bind the
Directors or the Company.
RESOLUTION 2 - ELECTION OF MR TIMOTHY TEBEILA AS A DIRECTOR
To consider and, if thought fit, to pass with or without modification, the
following resolution as an ordinary resolution:
"Timothy Tebeila who, having been appointed by the Board since the 2008 Annual
General Meeting notice was signed, retires and, being eligible, offers himself
for election as a director of the Company.
RESOLUTION 3 - ELECTION OF MS AMANDA MATTHEE AS A DIRECTOR
To consider and, if thought fit, to pass with or without modification, the
following resolution as an ordinary resolution:
"Amanda Matthee who, having been appointed by the Board since the 2008 Annual
General Meeting notice was signed, retires and, being eligible, offers himself
for election as a director of the Company.
RESOLUTION 4 - ELECTION OF MR JOHN DREYER AS A DIRECTOR
To consider and, if thought fit, to pass with or without modification, the
following resolution as an ordinary resolution:
"John Dreyer who, having been appointed by the Board since the 2008 Annual
General Meeting, retires and, being eligible, offers himself for election as a
director of the Company.
RESOLUTION 5 - ELECTION OF MR JOHN WALLINGTON AS A DIRECTOR
To consider and, if thought fit, to pass with or without modification, the
following resolution as an ordinary resolution:
"John Wallington who, having been appointed by the Board since the 2008 Annual
General Meeting, retires and, being eligible, offers himself for election as a
director of the Company.
RESOLUTION 6 - ELECTION OF MR COLIN MCINTYRE AS A DIRECTOR
To consider and, if thought fit, to pass with or without modification, the
following resolution as an ordinary resolution:
"Colin McIntyre who, having been appointed by the Board since the 2008 Annual
General Meeting, retires and, being eligible, offers himself for election as a
director of the Company.
RESOLUTION 7 - RATIFICATION OF PREVIOUS SHARE ISSUE - HSBC CUSTODY NOMINEES
(AUSTRALIA) LIMITED
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That for the purpose of ASX Listing Rule 7.4 and for all other purposes,
shareholders of the Company approve and ratify the prior issue of 25,000,000
fully paid ordinary shares at $0.05 per share on 1 October 2009 to HSBC Custody
Nominees (Australia) Limited (acting as nominee for River Group Limited) as
further described in the Explanatory Statement forming part of this Notice of
Meeting"."
Voting Exclusion
The Company will disregard any votes cast on Resolution 7 by HSBC Custody
Nominees (Australia) Limited and River Group Limited, and their associates.
However, the Company need not disregard a vote if:
it is cast by a person as 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.
RESOLUTION 8 - RATIFICATION OF PREVIOUS SHARE ISSUE - ARGONAUT INVESTMENTS PTY
LIMITED
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That for the purpose of ASX Listing Rule 7.4 and for all other purposes,
shareholders of the Company approve and ratify the prior issue of 1,000,000
fully paid ordinary shares at $0.04 per share on 1 October 2009 to Argonaut
Investments Pty Limited as further described in the Explanatory Statement
forming part of this Notice of Meeting"."
Voting Exclusion
The Company will disregard any votes cast on Resolution 8 by Argonaut
Investments Pty Ltd and its associates.
However, the Company need not disregard a vote if:
(a) it is cast by a person as proxy for a person who is entitled to vote, in
accordance with the directions on the proxy form; or
(b) 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.
RESOLUTION 9 - RATIFICATION OF CONVERTIBLE NOTE ISSUE
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes,
Shareholders approve and ratify the issue of 12 $500,000 Convertible Notes
(convertible into a maximum of up to 150,000,000 fully paid ordinary shares) to
Jaguar Funds Management Pty Limited on the terms and conditions described in the
Explanatory Statement forming part of this Notice of Meeting".
Voting Exclusion
The Company will disregard any votes cast by Jaguar Funds Management Pty Limited
and its associates.
However, the Company need not disregard a vote if:
(c) it is cast by a person as proxy for a person who is entitled to vote, in
accordance with the directions on the proxy form; or
(d) 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.
RESOLUTION 10 - ISSUE OF CONVERTIBLE NOTES
To consider and, if thought fit, to pass the following resolution as an ordinary
resolution:
"That for the purpose of ASX Listing Rule 7.1 and for all other purposes, the
Company approves the issue of up to 38 $500,000 Convertible Notes (convertible
into a maximum of up to 475,000,000 fully paid ordinary shares) on the terms and
conditions described in the Explanatory Statement forming part of this Notice of
Meeting."
Voting Exclusion
The Company will disregard any votes cast on Resolution 10 by any person who may
participate in the issue, and any person who might obtain a benefit, except a
benefit solely in the capacity of a holder of ordinary securities, and any
associates of those persons.
However, the Company need not disregard a vote if:
(a) it is cast by a person as proxy for a person who is entitled to vote, in
accordance with the directions on the proxy form; or
(b) 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.
Undirected Proxies
Where permitted, the Chairman of the Annual General Meeting in respect of each
item of business intends to vote undirected proxies in favour of each
Resolution.
Entitlement to Attend and Vote
The Board has determined that, for the purposes of the Annual General Meeting
(including voting at the Annual General Meeting), Shareholders are those persons
who are the registered holders of ordinary shares at 5.00pm (WST) on 24 November
2009.
Holders of convertible notes in the Company are entitled to attend the Annual
General Meeting but are not entitled to vote.
Explanatory Statement
This Explanatory Statement has been prepared for the information of Shareholders
in relation to the business to be conducted at the Annual General Meeting of the
Company convened for 26 November 2009 commencing at 9am WST.
This Explanatory Statement should be read in conjunction with the Notice of
Annual General Meeting to which this Explanatory Statement forms part.
Capitalised terms in this Explanatory Statement are defined in the Glossary.
BUSINESS OF THE MEETING
Annual Report 2009
Section 317 of the Corporations Act requires the Directors to lay before the
Annual General Meeting the financial report, Directors` report (including the
remuneration report) and the auditor`s report for the last financial year that
ended before the Annual General Meeting.
In accordance with section 250S of the Corporations Act, Shareholders will be
provided with a reasonable opportunity to ask questions or make statements in
relation to these reports but no formal resolution to adopt the reports will be
put to Shareholders at the Annual General Meeting (save for Resolution 1 for the
adoption of the remuneration report).
ORDINARY BUSINESS - RESOLUTIONS
RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
Section 250R of the Corporations Act requires that a resolution must be put to
the vote at the Company`s annual general meeting that the remuneration report be
adopted. The vote on this Resolution is advisory only and does not bind the
Directors or the Company.
In accordance with section 250SA of the Corporations Act, Shareholders will be
provided with a reasonable opportunity to ask questions, or make comments on,
the remuneration report at the Annual General Meeting.
RESOLUTION 2 AND 3 - ELECTION OF MR TIMOTHY TEBEILA AND MS AMANDA MATTHEE AS
DIRECTORS
Clause 8.1 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.
Any Director so appointed holds office only until the next following Annual
General Meeting and is then eligible for re-election.
Mr Timothy Tebeila and Ms Amanda Matthee were appointed as Directors on 29
October 2008, being the period between when the notice of meeting for the 2008
Annual General Meeting was circulated to shareholders and the time of the Annual
General Meeting.
Profiles of these directors are included in the 2009 Annual Report, which is
available on the Company`s website www.firestoneenergy.com.au.
RESOLUTION 4, 5 AND 6 - ELECTION OF MESSRS JOHN DREYER, JOHN WALLINGTON AND
COLIN MCINTYRE AS DIRECTORS
Clause 8.1 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.
Any Director so appointed holds office only until the next following Annual
General Meeting and is then eligible for re-election.
Messrs John Dreyer, John Wallington and Colin McIntyre were appointed as
Directors on 8 April 2009, 8 April 2009 and 17 July 2009 respectively, being the
period since the 2008 Annual General Meeting.
Profiles of these directors are included in the 2009 Annual Report, which is
available on the Company`s website www.firestoneenergy.com.au.
RESOLUTION 7 - RATIFICATION OF PREVIOUS SHARE ISSUE - HSBC CUSTODY NOMINEES
(AUSTRALIA) LIMITED
On 1 October 2009, the Company issued 25,000,000 Shares to HSBC Custody Nominees
(Australia) Limited (acting as nominee for River Group Limited).
ASX Listing Rule 7.1 provides that a Company must not, without shareholder
approval or subject to specified exceptions, issue or agree to issue during any
12 month period equity securities if the number of those securities exceeds 15%
of the number of Shares 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 approves a previous issue of securities,
then provided that the previous issue did not breach ASX Listing Rule 7.1, those
securities will be treated as having been issued with Shareholder approval for
the purpose of ASX Listing Rule 7.1.
Whilst this issue did not require the prior approval of Shareholders as it was
within the Company`s existing 15% placement capacity, the purpose of this
resolution is to approve the issue of these Shares in accordance with the
requirements of ASX Listing Rule 7.4 to provide the Company with flexibility to
issue further securities, without obtaining shareholder approval at the time of
issue, in accordance with the limit under ASX Listing Rule 7.1 should the need
arise in the future.
The following information is provided to Shareholders in accordance with the
requirements of ASX Listing Rule 7.5:
(a) the number of Shares allotted and issued was 25,000,000;
(b) the Shares were issued at a price of 5.0 cents per Share;
(c ) the Shares were fully paid ordinary shares in the capital of the Company,
ranking equally in all respects with the Shares then on issue;
(d) the allottee of the Shares was River Group Limited`s nominee HSBC Custody
Nominees (Australia) Limited. Neither River Group Limited nor HSBC Custody
Nominees (Australia) Limited is a related party of the Company; and
(e) the Shares were issued pursuant to a mandate entered into between the
Company and River Group Limited on 26 September 2008, in lieu of payment of
a success fee of A$1,250,000 on completion of the JV agreement with Sekoko
Coal (Pty) Ltd, a wholly owned subsidiary of Sekoko Resources (Pty) Ltd, to
acquire an interest in, and to farm into, prospecting rights for coal over
the farms Minnasvlakte, Smitspan, Massenberg and Hooikraal in the Waterberg
region of South Africa as further described in the Company`s announcement
to ASX on 25 September 2009. Accordingly, no funds were raised from the
issue of the Shares.
The approval sought under Resolution 7 is not sought for any other purpose other
than to provide the Company with the flexibility to issue further securities,
without obtaining shareholder approval at the time of issue. The requirement to
obtain shareholder approval for a future issue of securities, at the time of
issue, could limit the Company`s opportunity to take advantage of opportunities
that may arise.
RESOLUTION 8 - RATIFICATION OF PREVIOUS SHARE ISSUE - ARGONAUT INVESTMENTS PTY
LIMITED
On 1 October 2009, the Company issued 1,000,000 Shares at a price of 4.0 cents
per Share.
Whilst this issue did not require the prior approval of Shareholders as it was
within the Company`s existing 15% placement capacity, the purpose of Resolution
8 is to approve the issue of these Shares in accordance with the requirements of
ASX Listing Rule 7.4 to provide the Company with the flexibility to issue
further securities in accordance with the limits under the ASX Listing Rules
should the need arise in the future.
The following information is provided to Shareholders in accordance with the
requirements of ASX Listing Rule 7.5:
(a) the number of Shares allotted and issued was 1,000,000;
(b) the Shares were issued at an issue price of 4.0 cents per Share;
( c) the Shares were fully paid ordinary shares in the capital of the Company,
ranking equally in all respects with the Shares then on issue;
(d ) the allottee of the Shares was Argonaut Investments Limited. Argonaut
Investments Limited is not a related party of the Company; and
(e) the Shares were issued in lieu of payment of fees totalling $40,000 (GST
exclusive) for consulting services provided by a related body corporate of
Argonaut Investments Limited. Accordingly, no funds were raised from the
issue of the Shares.
The approval sought under Resolution 8 is not sought for any other purpose other
than to provide the Company with the flexibility to issue further securities,
without obtaining shareholder approval at the time of issue. The requirement to
obtain shareholder approval for a future issue of securities, at the time of
issue, could limit the Company`s opportunity to take advantage of opportunities
that may arise.
RESOLUTION 9 - RATIFICATION OF CONVERTIBLE NOTE ISSUE
As outlined in the Company`s announcement to ASX on 22 September 2009, Firestone
has entered into documentation for a fully underwritten $25 million capital
raising through the issue of Convertible Notes with a conversion price of $0.04
per Share.
On 2 October 2009, the Company issued 12 $500,000 Convertible Notes to Jaguar
Funds Management Pty Limited as trustee for the Jaguar Australian Leaders Long
Short Unit Trust. This represented the initial issue of Convertible Notes that
was referred to in the Company`s 22 September 2009 announcement.
Whilst this issue did not require the prior approval of shareholders as it was
within the Company`s existing 15% placement capacity, the purpose of Resolution
9 is to approve to the issue of these Convertible Notes in accordance with the
requirements of ASX Listing Rule 7.4 to provide the Company with the flexibility
to issue further securities, without obtaining shareholder approval at the time
of issue, in accordance with the limit under ASX Listing Rule 7.1 should the
need arise in the future.
(a) The following information is provided to Shareholders in accordance with
the requirements of ASX Listing Rule 7.5:the number of Convertible Notes
issued was 12 with a face value of $500,000 each. Conversion of all 12
Convertible Notes would result in an issue of 150,000,000 Shares. On
conversion, the Shares issued will rank pari passu with all other Shares
then on issue;
(b) the 12 Convertible Notes were issued for $500,000 each to raise a total of
$6,000,000;
(c) the terms of the Convertible Notes are summarised as follows:
Issuer Firestone Energy Limited
Security Unsecured
Issue Price A$500,000 per Convertible Note
Interest Rate 10% p.a. payable semi-annually
Term 3 years from the date of issue
Conversion Process Holders of Convertible Notes may elect to convert
them at any time prior to 2.00pm WST on the last
day of the term.
Conversion Factor On conversion, each Convertible Note will convert
into 12.5 million Shares (at an effective issue
price of $0.04 per share). The Shares will rank
equally with the existing Shares then on issue
except in respect of the restrictions on
transferability noted below.
Redemption All Convertible Notes that have not been
converted by 2.00pm WST on the last day of the
Term will be redeemed for their Issue Price.
Listing The Company will not seek official quotation of
the Convertible Notes on ASX. However, the
Company will seek official quotation on ASX of
any Shares issued on conversion of the
Convertible Notes.
Participation Before conversion, holders of Convertible Notes
will not have a right to participate in issues of
new securities or capital reconstructions
affecting holders of Shares. However, the
conversion factor will be adjusted for rights
issues, bonus issues, capital reconstructions,
capital distributions (including special
dividends) and off-market buy-backs.
Voting rights Holders of Convertible Notes will have no right
to speak or to vote at general meetings of the
Company.
Transferability Convertible Notes (or Shares issued pursuant to
the conversion of Convertible Notes) may not be
sold, transferred or offered for sale (and the
holder must not grant, issue or transfer any
interest in, or options or warrants over
("Dealing") the Convertible Notes) within 12
months after the issue of the Convertible Notes
(or the issue of shares pursuant to the
conversion of Convertible Notes) unless the
Dealing (and offer of the Dealing) does not need
disclosure to investors under Part 6D.2 of the
Corporations Act due to one of the exceptions
under section 708 (other than section 708(1)) or
due to section 708A of that Act.
(d) the 12 Convertible Notes were issued to Jaguar Funds Management Pty Limited
as trustee for the Jaguar Australian Leaders Long Short Unit Trust; and
(e) the funds raised were used for the Sekoko Coal transaction, to meet costs
of the capital raising, and other working capital requirements.
The approval given under Resolution 9 is not given for any other purpose other
than to provide the Company with the flexibility to issue further securities,
without obtaining shareholder approval at the time of issue. The requirement to
obtain shareholder approval for a future issue of securities, at the time of
issue, could limit the Company`s opportunity to take advantage of opportunities
that may arise.
RESOLUTION 10 - ISSUE OF CONVERTIBLE NOTES
As announced to ASX on 22 September 2009, Firestone has entered into
documentation for a fully underwritten $25 million capital raising through the
issue of Convertible Notes with a conversion price of $0.04 per Share. $6
million of these Convertible Notes were issued on 2 October 2009 and are the
subject of Resolution 9. The issue of the balance of $19 million of these
Convertible Notes (being 38 Convertible Notes) is at Firestone`s election and is
underwritten, and is the subject of Resolution 10.
Shareholder approval for the proposed issue of the remaining balance of 38
Convertible Notes is sought for the purposes of ASX Listing Rule 7.1. If issued
and converted, these Convertible Notes would result in the issue of 475 million
Shares, which represents approximately 20.37% of the Shares on issue as at the
date of this notice and 16.93% of the Shares that would be on issue following
conversion (assuming no further Shares had been issued by the Company up to that
time).
The effect of Resolution 10 will be to allow the Company to issue the
Convertible Notes pursuant to Resolution 10 during the period of 3 months after
the Annual General Meeting (or a longer period, if allowed by ASX), without
using, and notwithstanding that the issue may exceed, the Company`s 15% annual
placement capacity under ASX Listing Rule 7.1.
Under ASX Listing Rule 7.3.2, the Company must issue securities approved by
Shareholders for the purposes of ASX Listing Rule 7.1 within 3 months of the
date of the approval. The Company will not complete the issue of the balance of
the Convertible Notes within this timeframe. Accordingly, the Company intends
to refresh the approval of Shareholders as required in order to meet the
Company`s project funding requirements (unless a waiver of this requirement is
obtained from ASX).
The following information is provided to Shareholders in accordance with the
requirements of ASX Listing Rule 7.3:
(a) the maximum number of securities to be issued under Resolution 10 is 38
Convertible Notes with a face value of $500,000 each. Conversion of the
full face value of the Convertible Notes would result in an issue of up to
475,000,000 Shares. On conversion, the Shares issued will rank pari passu
with all other Shares then on issue;
(b) the Convertible Notes will be issued no later than 3 months after the date
of Shareholder approval (or such later date to the extent permitted by
ASX);
(c) the terms of the Convertible Notes are summarised in the Explanatory
Statement relating to Resolution 9 above:
(d) pursuant to the terms of the underwriting agreement between the Company and
BBY Limited, the allottee(s) of the Convertible Notes will be BBY Limited
or its nominated subscriber(s). None of the allottees will be related
parties of the Company; and
(e) funds raised by the issue will be applied to the bankable feasibility study
for the Company`s Waterberg coal project in South Africa, to meet the costs
of the capital raising, and working capital requirements.
GLOSSARY
$ means Australian dollars.
ASX means ASX Limited (ACN 008 624 691).
ASX Listing Rules means the Listing Rules of ASX.
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.
Company or Firestone means Firestone Energy Limited (ACN 058 436 794).
Corporations Act means the Corporations Act 2001 (Cth).
Directors mean the directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice of
Meeting.
Annual General Meeting means the meeting convened by the Notice of Meeting.
Notice of Meeting or Notice of Annual General Meeting means this notice of
Annual General Meeting including the Explanatory Statement.
Resolutions means the resolutions set out in the Notice of Meeting, or any one
of them, as the context requires.
Sekoko Coal means Sekoko Coal (Pty) Ltd (a company incorporated in South Africa
with Registration No. 2004/010887/07).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
WST means Western Standard Time as observed in Perth, Western Australia.
For more information please contact:
John Dreyer
Chairman
+61 401 068 236
www.firestoneenergy.com.au
Pretoria
20 October 2009
Sponsor and Corporate Advisor
River Group
Date: 20/10/2009 08:49:01 Supplied by www.sharenet.co.za
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