Capítulo II. MARCO TEÓRICO 2.1 Antecedentes de la investigación
2.2. MARCO TEÓRICO REFERENCIAL
2.2.5. Los accidentes en Educación Inicial
3.1 Action to be taken by the Existing Shareholders
In order to proceed with the Proposed Transaction, the Company must convene an Annual General Meeting of Existing Shareholders for the purposes of passing Resolutions 2 to 11 (inclusive) in compliance with the requirements of the Listing Rules and the Corporations Act.
The Notice of Meeting convening the Annual General Meeting is included at the front of this booklet. Existing Shareholders are encouraged to attend and vote in favour of each of Resolutions 2 to 11 (inclusive) to be put at the Annual General Meeting. If an Existing Shareholder is not able to attend and vote at the Annual General Meeting, each Existing Shareholder is encouraged to complete the proxy form at the back of this booklet and return it to the Company at the address stated on the proxy form not later than 48 hours before the time specified for the commencement of the Annual General Meeting.
3.2 Annual General Meeting Resolutions
Certain voting restrictions are imposed in relation to some of the Resolutions as detailed in the accompanying Notice of Meeting under the heading “Voting Exclusion Statement”.
A brief explanation of each Resolution is set out below in this section 3.
3.3 Resolution 1: Repeal of existing Constitution and adoption of new Constitution for Lithex Resources Limited
Resolution 1 is a Special Resolution which seeks to repeal the existing Constitution and adopt a new Constitution. The Company’s current constitution has not been renewed or amended since 12 January 2010. The Company wishes to issue Performance Shares as contemplated in Resolutions 4 to 6 (inclusive). The Company’s existing constitution does not permit the issue of performance shares. Accordingly, the Company seeks to repeal the constitution and replace it with an updated constitution to facilitate the issue of the Performance Shares.
A copy of the proposed new constitution will be sent to any Shareholder on written request made to:
Mr Peter Webse Company Secretary
Address: Level 2, 1 Walker Avenue, West Perth, WA, 6005 Postal Address: PO Box 271, West Perth, WA, 6872 Email: [email protected]
A copy will also be available for inspection at the Meeting.
Resolution 1 is a special resolution. Accordingly, at least 75% of votes cast by
shareholders present and eligible to vote (in person or by proxy) at the meeting must be in favour of this resolution for it to be passed.
Summary of the Rights and Liabilities Attaching to Shares and Other Material Provisions of the Proposed New Constitution
The new Constitution is broadly consistent with the provisions of the existing Constitution with many of the changes minor or administrative in nature. The key differences between the existing Constitution and the proposed new Constitution are summarized below. This summary is not intended to be an exhaustive explanation of all changes effected by the adoption of the proposed new Constitution.
Shareholders are invited to contact the Company Secretary if they have any questions regarding the proposed new Constitution.
(a) Performance Shares
At present, the Company's only classes of securities on issue are Ordinary Shares and Options. The Company wishes to create new classes of securities with the introduction of Performance Shares Class A and Performance Shares Class B as contemplated by Resolutions 4 to 6 (inclusive). Clause 2.2 of the new Constitution provides for the issue of Performance Shares. A summary of the rights and liabilities attaching to Performance Shares Class A and Performance Shares Class B are set out in annexure H.
(b) Proportional Takeover Approval Provision
A proportional takeover bid is a takeover bid where the offer made to each Shareholder is only for a proportion of that Shareholder’s shares.
Pursuant to section 648G of the Corporations Act, schedule 5 of the Company’s proposed new Constitution includes a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.
Schedule 5 of the new Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.
Information required by section 648G of the Corporations Act
(i) Effect of proposed proportional takeover provisions
Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.
(ii) Reasons for proportional takeover provisions
A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a
proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.
(iii) Knowledge of any acquisition proposals
As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company other than as described in this Explanatory Statement, the Notice and the attached Annexures.
(iv) Potential advantages and disadvantages of proportional takeover provisions
The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.
The potential advantages of the proportional takeover provisions for Shareholders include:
(A) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(B) assisting in preventing Shareholders from being locked in as a minority;
(C) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(D) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid. The potential disadvantages of the proportional takeover provisions for Shareholders include:
(A) proportional takeover bids may be discouraged;
(B) lost opportunity to sell a portion of their Shares at a premium; and
(C) the likelihood of a proportional takeover bid succeeding may be reduced.
3.4 Resolution 2: Capital Consolidation
Subject to Resolutions 3 to 11 (inclusive) being passed, Resolution 2 is an ordinary resolution which proposes that the issued capital of the Company be altered by consolidating the existing securities on a 1 for 5 basis. The effective record date for determining the consolidation of the Company’s capital will be 4 business days after the date of the Meeting. Any fractional entitlements as a result of holdings not being evenly divisible by 5 will be rounded down to the nearest whole number.
The estimated effect which the Capital Consolidation will have on the Company’s capital structure is set out in the table in section 2.19 (which is subject to rounding).
Section 254H of the Corporations Act
Section 254H of the Corporations Act enables a company to convert all securities into a smaller number of securities by a resolution passed at a general meeting. The conversion proposed by Resolution 2 is permitted under section 254H of the Corporations Act.
The Capital Consolidation will only occur if the Board is reasonably satisfied that all of the conditions to completion of the Proposed Transaction (including all requirements for the Company to re-comply with Chapters 1 and 2 of the Listing Rules) have been, or are likely to be, satisfied or waived.
The consolidation will not result in any change to the substantive rights and obligations of existing security holders of the Company. The purpose of the consolidation of the existing issued capital of the Company is to reduce the number of existing securities on issue, which is considered to be a more appropriate capital structure for the Company going forward, and to enable the Company to satisfy Chapters 1 and 2 of the Listing Rules and obtain re-quotation of its securities on ASX. For example, a Shareholder currently holding 10,000 Shares, will as a result of the consolidation, hold 2,000 Shares. The Company’s balance sheet and tax position will remain unaltered as a result of the consolidation.
Shares
At the date of this Notice, the Company has 135,632,437 Shares on issue. The consolidation on a 1 for 5 basis will reduce the number of Shares on issue to approximately 27,126,487 Shares (subject to rounding).
It is possible that the Options referred to below will be exercised prior to Capital Consolidation occurring. If all of these Options are exercised then there will be an additional 60,412,754 Shares on issue which would be consolidated into approximately 12,082,551 Shares (subject to rounding) under the Capital Consolidation. Aggregated with the number of Shares on issue at the date of this Notice, there would be approximately 39,209,043 Shares (subject to rounding) consolidated under the Capital Consolidation.
Number of Shares Pre Consolidation
Number of Shares Post Consolidation
Balance at the date of this
Notice of Meeting 135,632,437 27,126,487
Options
At the date of this Notice, the Company has 60,412,754 Options on issue. At the time the issued capital of the Company is consolidated, assuming they are not exercised, these Options will exist and therefore will be consolidated.
Number of Options Pre-Capital Consolidation Number of Options Post-Capital Consolidation
Balance at the date of this
Notice of Meeting 60,412,7541 12,082,5512
60,412,754 12,082,551
Note:
1. Refer to Section 2.18 for the pre-Capital Consolidation Option classes.
2. The Options on a post-Capital Consolidation basis would comprise of the following (subject to rounding):
(a) 7,376,550 listed options exercisable at $0.40 on or before 31 December 2015, (b) 200,000 unlisted Options exercisable at $1.00 on or before 31 March 2015; (c) 700,000 unlisted Options exercisable at $1.00 on or before 10 May 2016; (d) 1,426,000 unlisted Options exercisable at $1.00 on or before 30 June 2015; (e) 200,000 unlisted Options exercisable at $1.50 on or before 30 June 2015; (f) 50,000 unlisted Options exercisable at $1.25 on or before 12 June 2015; (g) 50,000 unlisted Options exercisable at $1.25 on or before 12 December 2015; (h) 80,000 unlisted Options exercisable at $0.75 on or before 29 May 2015; and (i) 2,000,000 unlisted Options exercisable at $0.80 on or before 31 December 2016.
Holding statements and Option Certificates
Following the Capital Consolidation, all holding statements for Existing Shares and quoted Options and Option certificates for unquoted Options will cease to have any effect, except as evidence of entitlement to a certain number of Shares or Options (on a post-Capital Consolidation basis). After the Capital Consolidation becomes effective, the Company will arrange for new holding statements for Shares and quoted Options and certificates for unquoted Options to be issued to Shareholders or Option Holders as applicable.
Timetable for Capital Consolidation
If Resolution 2 and all other Ordinary Resolutions are passed, the Capital Consolidation will take effect in accordance with the timetable set out in paragraph 5 of Appendix 7A of the Listing Rules. The anticipated timetable for the Capital Consolidation is set out below:
Event Anticipated Date
Company notifies ASX that Shareholders have approved
the Capital Consolidation 25 November 2014
Last day to register transfers on a pre-Capital Consolidation basis (although the Company is anticipated to remain suspended at this stage)
26 November 2014
Trading would normally commence in the reorganised Shares and Options on a deferred settlement basis (as the Company’s securities are anticipated to be suspended from trading, deferred settlement trading will not occur)
27 November 2014
Capital Consolidation basis
First day for the Company to send notice to each security holder of the change in their details of holdings
First day for the Company to register securities on a post- Capital Consolidation basis
First day for issue of new holding statements
2 December 2014
Issue date
Last day for the Company to send notice to each security holder of the change in their details of holdings and to enter securities into the holders’ security holdings
Last day for issue of new holding statements or certificates for consolidated Shares and Options
8 December 2014
The above dates are indicative only and are subject to change.
3.5 Resolution 3: Change in nature and scale of activities of the Company
Subject to Resolutions 2 and 4 to 11 (inclusive) being passed, Resolution 3 is an ordinary resolution which proposes a change to the nature and scale of the Company’s activities.
The proposed acquisition of Livelynk by the Company will result in the Company changing its nature from a mining and mineral exploration company to an internet services company. The Livelynk business and a non-exhaustive summary of the potential risks associated with it are detailed in section 2 of this Explanatory Statement. In addition, the scale of the Company’s share capital will significantly increase as a result of the Capital Raising and the issue of the Consideration Shares and other issues of securities proposed by the Resolutions. Accordingly, Resolution
3
is an ordinary resolution which seeks approval for the change to the nature and scale of the Company’s activities resulting from the Proposed Transaction.Listing Rule 11.1
Under Listing Rule 11.1, if a company wishes to make a change to the nature or scale of its activities it must provide ASX with full details regarding the change and, if ASX requires, it must obtain shareholder approval to the proposed change.
The Company is seeking Shareholder approval to the Proposed Transaction under Listing Rule 11.1.2.
In addition, ASX has informed the Company that, as a result of the Proposed Transaction, Livelynk is effectively undertaking a “backdoor listing” on the ASX using the Company as a vehicle. Therefore, to complete the Proposed Transaction, ASX requires the Company to re-comply with Chapters 1 and 2 of the Listing Rules as if the Company were applying for admission to the ASX.
ASX may suspend quotation of the Shares until the Company has satisfied the requirements of Listing Rule 11.1. If Shareholders approve the Proposed Transaction by passing Resolutions
2
to 11 (inclusive), trading in the Company’s securities will be suspended until the Company re-complies with the requirements of Chapters 1 and 2 of the Listing Rules in accordance with Listing Rule 11.1.3. It is anticipated that re-quotation of the Company’s securities will occur on or about 30 December 2014, subject to ASX’s discretion.
If Resolutions 2 to 11 (inclusive) are approved and implemented, re-quotation of the Company’s securities will be subject to the Company meeting these requirements. The Company intends to meet these requirements as soon as practicable after the Meeting.
If Shareholders reject any of Resolutions 2 to 11 (inclusive), or completion of the Proposed Transaction does not occur (including as a result of ASX not approving the reinstatement of the Company’s securities to quotation), the Company will not issue the securities contemplated in Resolutions 2 to 11 (inclusive).
Accordingly, Shareholders should carefully consider all of the information contained in this Explanatory Statement before making a decision as to whether to vote in favour of the change in the nature and scale of the Company’s activities. In particular, Shareholders should carefully consider the advantages, disadvantages and risks of the Proposed Transaction set out in Section 2.
3.6 Resolution 4: Issue of Securities – Vendor Consideration and Participation in Capital Raising
Subject to Resolutions 1 to 3 (inclusive) and 5 to 11 (inclusive) being passed, Resolution 4 is an ordinary resolution which seeks approval be given:
(a) in accordance with Listing Rule 7.1 and Sections 208 and 611 (item 7) of the Corporations Act for the issue of the following Shares and Performance Shares to the Livelynk Vendor in consideration for 100% of the securities of Livelynk (see section 2 for further information) pursuant to the Agreement: (i) 23,500,000 Shares at a deemed issue price of $0.20 each;
(ii) 23,100,000 Class A Performance Shares; (iii) 15,400,000 Class B Performance Shares;
(iv) up to 23,100,000 Shares upon the vesting of the Class A Performance Shares; and
(v) up to 15,400,000 Shares upon the vesting of the Class B Performance Shares;
(b) in accordance with Listing Rule 7.1 and Sections 208 and 611 (item 7) of the Corporations Act for the issue of up to 2,501,558 Shares to be issued to the Livelynk Vendor as part of the Capital Raising for a deemed issue price of $0.20 per Share as part repayment to the Livelynk Vendor of loans provided by the Livelynk Vendor to Mpire and for the cash repayment by the Company of the remainder of those loans, as follows:
(i) $130,431.50 of the $630,743 owing to the Livelynk Vendor pursuant to the Historical Loan will be converted into 652,158 Capital Raising Shares in the Company at a deemed issue price of $0.20 each (on a post-Capital Consolidation basis) with the balance of the Historical Loan being repayable in cash in the event the Company starts to generate positive cash flows from its operating and investing activities following its acquisition of Livelynk (although no representation or forecast is given as to whether that will ever occur);
(ii) the $369,880 owing to the Livelynk Vendor pursuant to the Investment Loan will be converted into 1,849,400 Capital Raising Shares in the Company at a deemed issue price of $0.20 each (on a post-Capital Consolidation basis); and
(iii) the amount of up to $1,000,000 loaned or to be loaned by the Livelynk Vendor to Mpire pursuant to the Working Capital Loan to provide working capital funding during the period from 1 June 2014 to completion of the Proposed Transaction will be repaid in full in cash from the Capital Raising.
The Consideration Shares and the Capital Raising Shares will be allocated to the Livelynk Vendor on a post-Consolidation basis in accordance with Annexure A.
The Shares proposed to be issued to the Livelynk Vendor as conversion of the debt owed or to be owed to the Livelynk Vendor by the Company pursuant to Resolution
4
, as described in section 3.6(b) above, will form part of, and are not additional to, the Shares proposed to be issued under the Capital Raising, the subject of Resolution7
.Listing Rule 7.1
Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any equity securities, (such as an option), if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.
Listing Rule 10.12 (Exception 6) provides an exception to Listing Rule 10.11 where a person is a related party by reason only of the transaction which is the reason for the issue of the securities and the application to it of section 228(6) of the Corporations Act. As Mr Tsvetnenko and the Livelynk Vendor are only related parties by reason of the transaction, approval is being sought under Listing Rule 7.1 instead of under Listing Rule 10.11.