31 Oct 2011 07:00
Aquarius Platinum Limited EXEMPT COMPANY NO. EC26290 ARBN 087 577 893 Notice of Annual General Meeting and Explanatory Memorandum
Date of Meeting: Friday, 25 November 2011
Time of Meeting: 9:00 am
Place of Meeting: Clarendon House
2 Church Street Hamilton BERMUDA
This Notice of General Meeting and Explanatory Memorandum should be read in
their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional
adviser prior to voting. Your 2011 Annual Report is available at www.aquariusplatinum.com AQUARIUS PLATINUM LIMITED Exempt Company NO. EC26290 ARBN 087 577 893 NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an annual general meeting of shareholders of Aquarius Platinum Limited ("Company") will be held at 9:00 am on Friday, 25 November 2011 at Clarendon House, 2 Church Street, Hamilton, Bermuda.
The Explanatory Memorandum which accompanies and forms part of this Notice ofAnnual General Meeting describes the various matters to be considered andcontains a glossary of defined terms for terms that are not defined in full inthis Notice of Annual General Meeting.
Agenda
1. Appointment of Chairman of the Meeting 2. Confirmation of the Notice and Quorum 3. Accounts for the Period Ended 30 June 2011
To receive the financial statements, directors' report and auditor's report
for the Company and its controlled entities for the period ended 30 June 2011. 4. Resolution 1 - Re-election of Mr David Dix To consider and, if thought fit, to pass, with or without amendment, the following resolution: "That Mr David Dix, who retires by rotation in accordance with the
Company's Bye-laws and being eligible, offers himself for re-election, be
re-elected as a Director." 5. Resolution 2 - Re-election of Sir William Purves To consider and, if thought fit, to pass, with or without amendment, the following resolution:
"That Sir William Purves, who retires by rotation in accordance with the
Company's Bye-laws and being eligible, offers himself for re-election, be
re-elected as a Director." 6. Resolution 3 - Buy back authorisation To consider and, if thought fit, to pass, with or without amendment, the following resolution: "That the Company be generally and unconditionally authorised to make market purchases of Shares on such terms and in such manner as the Directors may determine, provided that:
(a) the maximum number of Shares that may be purchased pursuant to this
authority is 23,508,360 Shares, representing 5% of the issued capital of
the Company as at 21 October 2011;
(b) the minimum price which may be paid for any Share purchased pursuant to
this authority is US$0.05;
(c) the maximum price which may be paid for any Share purchased pursuant to
this authority shall not be more than an amount equal to 105% of the
average of the middle market prices shown in the quotations for the Shares
in the London Stock Exchange Daily Official List for the five business days
immediately preceding the day on which that Share is contracted to be purchased and the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003; and
(d) the authority shall expire at the conclusion of the Company's next annual
general meeting after the passing of this Resolution unless renewed, varied
or revoked before that time, but the Company may make a contract or
contracts to purchase Shares under this authority before its expiry which
will or may be executed wholly or partly after the expiry of this authority, and may make a purchase of Shares in pursuance of any such contract."
7. Resolution 4 - Ratification of issue of 6,804,162 Shares under Afarak
acquisition To consider and, if thought fit, to pass, with or without amendment, the following resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes,
the Shareholders ratify the issue of 6,804,162 Shares as part consideration
for the acquisition of Afarak Platinum (Proprietary) Limited on 13 April
2011, and otherwise on the terms and conditions set out in the Explanatory Memorandum."
The Company will disregard any votes cast on this resolution by any person
who participated in the issue, and any associate of such persons. 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. 8. Resolution 5 - Amendments to Bye-laws To consider and, if thought fit, to pass, with or without amendment, the following resolution:
"That, in accordance with Bye-law 94 of the Company's Bye-laws and for all
other purposes, the amendments to the Bye-laws set out in Schedule A to the
Explanatory Memorandum be approved and be implemented with immediate effect." 9. Resolution 6 - Disapplication of pre-emptive rights
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as a special resolution: "That, subject to Resolution 5 being passed, in accordance with Bye-law 51.2A(f), the Directors be given power to allot Equity Securities
(including, for the avoidance of doubt, any Common Shares held as treasury
shares immediately before their sale) for cash pursuant to the authority
conferred on them by Bye-law 51.2 as if Bye-law 51.2A(a) did not apply to
any such allotment provided that:
(a) this power shall be limited to the allotment of Equity Securities up to a
maximum amount of 70,525,080 Shares (or a nominal amount of US$3,526,254); and
(b) this power shall expire on the conclusion of the Company's next annual
general meeting or, if earlier, close of business on 25 February 2013,
however the Company may, before the expiry of this power, make offers or
agreements which would or might require Equity Securities to be issued
after such expiry and, notwithstanding such expiry, the Directors may issue
Equity Securities in pursuance of such offers or agreements as if this power had not expired." 10. Resolution 7 - Re-appointment of Auditor To consider and, if thought fit, to pass, with or without amendment, the following resolution:
"That, Messrs Ernst & Young of Perth, Western Australia, be and are hereby
appointed as Auditors of the Company until the conclusion of the next annual general meeting at a fee to be agreed by the Directors." By Order of the BoardWilli BoehmCompany SecretaryDATED: 31 October 2011AQUARIUS PLATINUM LIMITED PROXY FORM Exempt Company Number EC26290 ARBN 087 577 893 PROXY AND VOTING ENTITLEMENT INSTRUCTIONS
PROXY INSTRUCTIONS
Shareholders are entitled to appoint one or more persons (including a bodycorporate) to act as proxies to attend and vote on their behalf. Where morethan one proxy is appointed each proxy may be appointed to represent a specificproportion of the Shareholder's voting rights. If a body corporate isappointed as proxy, the body corporate may appoint an individual as arepresentative to exercise its powers at the Meeting.The proxy form (and the power of attorney or other authority, if any, underwhich the proxy form is signed) or a copy or facsimile which appears on itsface to be an authentic copy of the proxy form (and the power of attorney orother authority) must be deposited at or sent by facsimile transmission to oneof the following locations, not less than 48 hours before the time for holdingthe Meeting, or adjourned Meeting as the case may be, at which the person namedin the proxy form proposes to vote.
Aquarius Platinum Corporate Services Pty Codan Computershare
Ltd Services Investor Services OR PLC Clarendon The Pavilions PO Box 485 House Bridgwater Road OR Bristol BS99 6ZY SOUTH PERTH WA 6951 2 Church ENGLAND AUSTRALIA Street Facsimile (870) Facsimile (618) 9367 5233 Hamilton HM 703 6076 CX BERMUDA Facsimile (441) 292 4720
The proxy form must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a corporation in a manner permitted by the Company's Bye-laws and the Companies Act.
The proxy may, but need not, be a Shareholder of the Company.
In the case of shares jointly held by two or more persons, all joint holders must sign the proxy form.
A proxy form is attached to this Notice.
VOTING ENTITLEMENT
For the purposes of determining voting entitlements at the Meeting, shares willbe taken to be held by the persons who are registered as holding the shares at7pm (AEDST) on Wednesday, 23 November 2011. Accordingly, transactionsregistered after that time will be disregarded in determining entitlements toattend and vote at the Meeting.I/We
_______________________________________________________________________________________________________________
Of
_______________________________________________________________________________________________________________
being a shareholder/(s) of Aquarius Platinum Limited ("Company") and entitled to ___________________________________ shares in the Company
hereby appoint_____________________________________________________________________________________________________________of
________________________________________________________________________________________________________________
or failing him/her___________________________________________________________________________________________________________
of_______________________________________________________________________________________________________________________
or failing him/her the Chairman of the annual general meeting, being arepresentative of Conyers, Dill and Pearman, the Company's Bermuda counsel (andnot the chairman of the Company) as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at ClarendonHouse, 2 Church Street, Hamilton, Bermuda at 9:00 am on Friday, 25 November2011 and at any adjournment thereof in respect of ___________________________of my/our shares or, failing any number being specified, ALL of my/our sharesin the Company.
If more than one proxy is appointed, the proportion of voting rights this proxy is authorised to exercise is [ ]%. (An additional proxy form will be supplied by the Company on request.)
In relation to undirected proxies, the Chairman intends to vote in favour of each Resolution.
If you wish to indicate how your proxy is to vote, please tick the appropriateplaces below. If no indication is given on a Resolution, the proxy may abstainor vote at his or herdiscretion.
I/we direct my/our proxy to vote as indicated :
Resolution For Against Abstain
Re-election of Mr David Dix
Re-election of Sir William Purves Buy back authorisation
Ratification of issue of 6,804,162 Shares under Afarak acquisition
Amendments to Bye-laws Disapplication of pre-emptive rightsRe-appointment of AuditorAs witness my/our hand/s this day of 2011 If a natural person: SIGNED by ) in the presence of: ) Name (Printed) Witness Name (Printed) If a company: EXECUTED by in accordance with its) Director Director/ Secretary constitution Name Name (Printed) (Printed) If by power of attorney: SIGNED for and on behalf of Signature of Attorney by under a Power of Attorney dated and who declares that he/she has not received any revocation of such Power of Attorney in the presence of: Signature of Witness AQUARIUS PLATINUM LIMITED Exempt Company NO. EC26290 ARBN 087 577 893 Explanatory Memorandum
This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company to be held at Clarendon House, 2 Church Street, Hamilton, Bermuda at 9:00 am on Friday, 25 November 2011.
This Explanatory Memorandum should be read in conjunction with, and forms partof, the accompanying Notice of Annual General Meeting. A glossary of terms isincluded at the end of this Explanatory Memorandum.
Full details of the Resolutions to be considered at the Meeting are set out below.
1. Resolution 1 - Re-Election of Mr David Dix as a Director It is a requirement under the Company's Bye-laws that Mr David Dix retire by rotation. Mr Dix has offered himself for re-election as a Director.
The remaining Directors recommend to Shareholders that Mr Dix be re-elected.
2. Resolution 2 - Re-Election of Sir William Purves as a Director
It is a requirement under the Company's Bye-laws that Sir William Purves retire by rotation. Sir William Purves has offered himself for re-election as a Director. The remaining Directors recommend to Shareholders that Sir William Purves be re-elected. 3. Resolution 3 - Buy back authorisation
The Company seeks Shareholder approval to empower the Directors to purchase
the Company's Shares in the market representing up to 5% of the Company's
issued capital. Based on the issued capital as at 21 October 2011, the
maximum number of Shares which may be purchased under the authority will be
23,508,360 Shares. The minimum and maximum prices at which Shares may be purchased are set out in the Resolution.
The authority will only be exercised if the Directors are satisfied that any
purchase can be expected to increase the earnings per Share after the purchase and accordingly, that the purchase is in the best interests of
Shareholders generally. The Directors will also give careful consideration
to gearing levels of the Company and its general financial position. The
purchase would be settled out of distributable profits.
If Resolution 3 is approved by Shareholders and the Directors exercise the
authority conferred by the Resolution, they may consider holding those Shares as treasury shares (in accordance with the Bye-laws) or
alternatively, cancelling them. Once held in treasury, the Company is not
entitled to exercise any rights, including the right to attend and vote at
meetings in respect of the Shares. Further, no dividend or other
distribution of the Company's assets may be made to the Company in respect of the treasury shares. The authority will expire at the conclusion of the Company's next annual
general meeting. The Company intends to renew this authority annually at
each annual general meeting.
4. Resolution 4 - Ratification of issue of 6,804,162 Shares under Afarak
acquisition As announced on 13 April 2011, the Company acquired platinum group metal mineral rights by way of the purchase of 74% of the outstanding share capital of Afarak Platinum (Proprietary) Limited (''Afarak''), a company incorporated in South Africa. The remaining 26% of Afarak is held by Watervale (Proprietary) Limited, an empowerment company controlled by Savannah Resources (Proprietary) Limited, Aquarius' major shareholder and BEE partner of many years.
Afarak's assets comprise interests in the new order prospecting rights to
two properties known as Hoedspruit and Kruidfontein, both underlain by the
Merensky and UG2 PGM bearing reefs. Further details of these properties are
included in the Company's announcement of 13 April 2011.
The total consideration for the acquisition of Afarak of US$109.7 million
was settled via a cash payment of US$70.2 million and the issue of 6,804,162
Shares (''Consideration Shares''). Under ASX Listing Rule 7.1, the Company must not issue or agree to issue
equity securities which exceed 15% of its securities on issue during the 12
month period prior to the date of issue or agreement, without shareholder
approval. However, under Listing Rule 7.4, an issue of securities made without prior shareholder approval under Listing Rule 7.1 is treated as having been made with approval if the issue did not breach the 15% limit
under Listing Rule 7.1 when made and shareholders subsequently approve it.
Accordingly, pursuant to Resolution 4 Aquarius is seeking ratification of
Shareholders under Listing Rule 7.4 so that the Consideration Shares will
not count towards the 15% limit in respect of securities issued by the Company going forward. In accordance with Listing Rule 7.5, the following details are provided to Shareholders: the Company allotted and issued 6,804,162 Consideration Shares on 13 April 2011; the Consideration Shares were issued as part consideration for the acquisition of Afarak, with an implied issue price of A$5.536 per Consideration Share;
the Consideration Shares were fully paid common shares in the Company and
rank equally with, and are on the same terms, as the existing Shares on issue;
2,970,000 Consideration Shares were issued to Crystal Resources Fund LP and
3,834,162 Consideration Shares were issued to Aeon Resource Investments Ltd; and no funds were raised by the issue of the Consideration Shares. The Directors recommend that Shareholders ratify the issue of 6,804,162 Consideration Shares. 5. Resolution 5 - Amendments to Bye-laws
Resolution 5 proposes amendments to the Company's Bye-laws to incorporate
the provisions set out in Schedule A to this Explanatory Memorandum (" Proposed Amendments").
The Proposed Amendments are required to enable to the Company to transfer
the listing category of its Shares from a Standard Listing on the Main Market of the London Stock Exchange to a Premium Listing.
A copy of the Bye-laws incorporating the Proposed Amendments will be sent to
any Shareholder upon request. A copy of the Bye-laws incorporating the Proposed Amendments will also be available for inspection during normal
business hours at the Company's registered office in Bermuda (including for
15 minutes prior to and during the Annual General Meeting) and at the offices of the Company's share registry in England and Australia. Background and reasons for the transfer to Premium Listing Aquarius is listed on the ASX, the London Stock Exchange and the Johannesburg Stock Exchange. In January 2006, Aquarius entered into the FTSE UK 250 Index Series and in June 2009, Aquarius was accepted into the ASX 100 Index Series.
Aquarius has a "secondary listing" of its Shares on the Main Market of the
London Stock Exchange (now referred to as a "Standard Listing"). The FTSE have recently confirmed that Aquarius is required to obtain a
Premium Listing for its Shares to remain eligible for inclusion in the FTSE
UK 250 Index Series. Accordingly, the Board has concluded that it would be
in the best interests of the Company and its Shareholders to transfer
Aquarius' listing to a Premium Listing so that it can remain in the FTSE UK 250 Index Series. The Company has therefore requested and the UK Listing Authority has
indicated that, subject to the Proposed Amendments being approved, the UK
Listing Authority will approve the transfer of the listing category of the
Company's Shares from a Standard Listing to a Premium Listing. Proposed Amendments required for the transfer to Premium Listing
In order to satisfy the requirements for a Premium Listing, the Company must
incorporate provisions in its Bye-laws to the effect that where the Company
is proposing to allot Equity Securities (including Shares) for cash (or sell
treasury shares for cash), it must ensure that, subject to certain
exceptions, it first offers such Equity Securities to existing Shareholders
in proportion to their existing holdings. Accordingly, pursuant to Resolution 5 the Company proposes to amend its
Bye-laws to include a pre-emptive rights clause in the form of the proposed
Bye-law 51.2A. The key provisions provide: (a) the Company must not allot Equity Securities for cash to any person without first offering them to existing Shareholders pro rata to their existing holdings; (b) the pre-emptive rights requirement does not apply in relation to the issue or allotment of: (i) bonus shares; (ii) Equity securities for non-cash consideration; and (iii) Equity securities under an employee share or option scheme; (c) a process by which offers of securities to existing Shareholders must be made; and
(d) the ability to disapply pre-emptive rights by special resolution (which
is a resolution passed by a majority of not less than 75% of the Shareholders) of the Company.
It is common practice for companies with similar pre-emptive provisions to
propose annually a special resolution to disapply the pre-emptive rights in
order to allow the company to allot a specific number of shares in the
following 12 month period without the need to seek shareholder approval in
relation to the allotment of such shares. The Company is proposing a resolution to this effect in Resolution 6. The proposed Bye-law 51.2A is set out in Schedule A to this Notice. The Directors recommend that Shareholders vote in favour of the Proposed Amendments. 6. Resolution 6 - Disapplication of pre-emptive rights This Resolution, which is subject to Resolution 5 being passed, seeks
Shareholder approval to authorise the Directors to allot Equity Securities
for cash without first being required to offer such Equity Securities to
existing Shareholders (in accordance with the pre-emptive rights provisions
included in proposed Bye-law 51.2A).
If Resolution 5 is passed by Shareholders, the Bye-laws will be amended to
include proposed Bye-law 51.2A, which provides that the Company must not
allot Equity Securities for cash to any person without first offering them
to existing Shareholders in proportion to their existing holdings.
Resolution 6 authorises the Directors to allot a certain amount of Equity
Securities for cash without following the pre-emptive rights provisions. This Resolution 6 will be proposed as a special resolution. A special resolution is a resolution that must be passed by a majority of not less than 75% of all votes cast by Shareholders entitled to vote on the resolution.
This authority is being limited to 70,525,080 Shares (or a maximum nominal
amount of US$3,526,254), which is equivalent to 15% of the issued Shares of
the Company as at 21 October 2011. The Directors are of the view that the
appropriate limit to place on this disapplication authority being proposed
in Resolution 6 is 15%, which is the limit which the Company has complied
with in the past, being that set under ASX Listing Rule 7.1. Under ASX Listing Rule 7.1, the Company must not issue or agree to issue
equity securities exceeding the limit calculated under the formula set out
in the Listing Rule, unless it seeks Shareholder approval (subject to certain exceptions). The formula basically restricts the Company from issuing or agreeing to issue equity securities exceeding 15% of its securities on issue during any 12 month period. The Company has proposed the 15% limit in an attempt to align the
requirements of the ASX Listing Rules with the requirement of the UK Listing
Authority to include pre-emptive rights provisions in its Bye-laws. If
Shareholders vote in favour of Resolution 6 the Company will continue to be
subject to the 15% limit set out in ASX Listing Rule 7.1, with which it has
been complying since its listing on ASX in 1999. If approved, the Directors will be authorised to issue up to 70,525,080 Shares, without first offering them to Shareholders on a pro rata basis. This authority will continue until the conclusion of the Company's next annual general meeting or 25 February 2013, whichever is the earlier.
The Directors do not currently intend to exercise this authority. However,
the Directors consider the authority is appropriate in order to retain maximum flexibility to take advantage of business opportunities as they arise.
The Directors recommend that Shareholders vote in favour of Resolution 6.
7. Resolution 7 - Re-Appointment of Auditor Section 89(2) of the Companies Act provides that members of a company at each annual general meeting shall appoint one or more auditors to hold office until the close of the next annual general meeting. In addition,
Section 89(6) provides that the remuneration of an auditor appointed by the
members shall be fixed by the members or by the Directors, if they are authorised to do so by the members.
Ernst & Young are the Company's auditors. Pursuant to Resolution 7, Ernst &
Young will be re-appointed the Company's auditors until the close of the next annual general meeting at a fee to be agreed by the Directors. 8. Glossary of Terms
In the Notice of Annual General Meeting and this Explanatory Memorandum the following words and expressions have the following meanings:
"Afarak" has the meaning given in section 4 of this Explanatory Memorandum.
"ASX" means ASX Limited, or the stock exchange conducted by ASX, as the context requires.
"ASX Listing Rules" means the official listing rules of ASX.
"Board" means the board of Directors.
"Bye-laws" means the bye-laws of the Company as amended from time to time.
"Companies Act" means the Companies Act 1981 of Bermuda as amended from time to time.
"Company" and "Aquarius" means Aquarius Platinum Limited ARBN 087 557 893.
"Consideration Shares" has the meaning given in section 4 of this Explanatory Memorandum.
"Directors" means the directors of the Company from time to time.
"Equity Security" means a Share (other than a bonus share), or a right to subscribe for, or convert securities into, Shares including the sale of any Shares if, immediately before the sale, the Shares were held as treasury shares.
"Explanatory Memorandum" means this explanatory memorandum.
"Meeting" and "Annual General Meeting" means the annual general meeting of Shareholders or any adjournment thereof, convened by the Notice.
"Notice" and "Notice of Annual General Meeting" means the notice of annual general meeting which accompanies this Explanatory Memorandum.
"Proposed Amendments" has the meaning given in section 5 of this Explanatory Memorandum.
"Resolution" means a resolution in the Notice of Annual General Meeting.
"Shareholder" means a registered holder of Shares.
"Share" means a fully paid common share of US$0.05 in the capital of the Company.
"special resolution"means a resolution that is required to be passed by a majority of not less than 75% of the votes cast by members entitled to vote on the resolution.
"UK Listing Authority" means the competent authority regulating the OfficialList, upon which the Company has a Standard Listing (and is seeking to transferto a Premium Listing).Schedule A
Proposed Amendments to Bye-laws
Insert the following Bye-law 51.2A immediately after existing Bye-law 51.2:
51.2A (a) Subject to the provisions of this Bye-law 51.2A, the Company must not allot any Equity Securities to a person on any terms unless:
(i) it has made an offer to each Member who holds Common Shares to allot
to him or her on the same or more favourable terms a proportion of those
securities that is nearly as practicable equal to the proportion held by him or her of the Common Shares, save as the Board may deem necessary or expedient in relation to: (A) fractional entitlements; or
(B) legal or practical difficulties with making the offer to particular
persons under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any matter whatsoever; and
(ii) the period during which any such offer may be accepted has expired
or the Company has received notice of the acceptance or refusal of every offer so made.
(b) Notwithstanding Bye-law 51.2A(a), the Company may allot securities
that the Company has offered to issue to a holder of Common Shares under
Bye-law 51.2A(a)(i) to that holder, or if the offer is renounceable, to
anyone in whose favour that holder has renounced his or her right to such an allotment. (c) An offer made under Bye-law 51.2A(a)(i) shall: (i) be in writing; (ii) be given by a notice to the Member in accordance with Bye-law 87.1; and (iii) specify a period of at least 21 days during which the offer may be accepted and the offer may not be withdrawn before the end of that period. (d) Rule 51.2A(a) does not apply in relation to the allotment of: (i) bonus shares; (ii) Equity Securities that are, or are to be, wholly or partly paid up otherwise than in cash; or (iii) Equity Securities that would, apart from any renunciation or
assignment of the right to such an allotment, be held under any employee
share or option scheme of the Company. (e) For the purposes of Bye-law 51.2A(d)(ii), a reference to "paid up otherwise than in cash" means paid up otherwise than by cash received by the Company or a cheque received by the Company (in good faith which the Board has no reason to suspect will not be paid), or a release of liability of the Company for a liquidated sum or an undertaking to pay cash to the Company at a future date, and "cash" includes foreign currency. (f) Where the Board is authorised for the purposes of Bye-law 51.2, the Company may by Special Resolution resolve that Bye- law 51.2A(a): (i) does not apply to a specified allotment of Equity Securities; or (ii) applies to such an allotment with such modifications as may be
specified in the Special Resolution, and where such Special Resolution is
passed, Bye-law 51.2A shall have effect accordingly. (g) A Special Resolution under Bye-law 51.2A(f) ceases to have effect when the authorisation to which it relates: (i) is revoked; o (ii) expires (and is not renewed). But if the authorisation is renewed the Special Resolution may also be
renewed, for a period not longer than that for which the authorisation is
renewed, by a Special Resolution of the Company.
(h) Notwithstanding that any Special Resolution or authorisation under
Bye-law 51.2A(f) has expired, the Board may allot Equity Securities in pursuance of an offer or agreement made by the Company prior to the Special Resolution's expiry if the Special Resolution authorised the
Company to make an offer or agreement that would or might require Equity
Securities to be allotted after it expired. (i) For the purposes of this Bye-law 51.2A, a reference (however
expressed) to the holder of Common Shares is to whoever was the holder of
Common Shares at a time and date to be specified in the offer.
(j) The specified date under Bye-law 51.2A(i) must fall within the period
of 28 days immediately before the date of the offer. (k) The following definitions apply in this Bye-law 51.2A: "Equity Security" means a Common Share (other than a bonus share), or a right to subscribe for, or convert securities into, Common Shares and a reference to the allotment of Equity Securities includes:
(i) the grant of a right to subscribe for, or to convert any securities
into, Common Shares but such a reference does not include the allotment
of any Common Shares pursuant to such a right; and (ii) the sale of any Common Shares if, immediately before the sale, the Common Shares were held as Treasury Shares.
"Special Resolution" means, for the purposes of this Bye-law 51.2A only,
a resolution that has been passed by a majority of not less than 75% of the votes cast by Members entitled to vote on the resolution in accordance with these Bye-laws.
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