Bos Glb Hldgs Regulatory News (BOS)

18 Oct 2005 09:38

Murchison United NL18 October 2005 UNITED N.L ACN 009 087 852 NOTICE OF ANNUAL GENERAL MEETING Shareholders are advised that the 2005 Annual General Meeting (AGM) of Murchison United NL (the Company) will be held on Tuesday 29th November 2005 in the Hay Street Room, Rydges Hotel, 815 Hay Street, Perth, Western Australia. Commencing at 10.30 am (Perth Time). ORDINARY BUSINESS 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the Financial Report of the Company and the reports ofthe Directors' and Auditors for the year 30 June 2005. 2. RE-ELECTION OF CHRISTOPHER DAVID GRANNELL To consider and, if thought fit, to pass the following ordinary resolutions: "That Mr Christopher David Grannell, a Director retiring in accordance with theCompany's Constitution, being eligible, be re-elected as a Director of the Company." 3. REMUNERATION REPORT To consider and, if thought fit to pass as non binding, the followingresolution: "That the remuneration report contained in the Directors' Report for the yearended 30 June 2005, be adopted by the Company." SPECIAL BUSINESS 4. TO APPROVE THE GRANTING OF OPTIONS TO CHRISTOPHER DAVID GRANNELL To consider and, if thought fit, pass the following resolution as an ordinaryresolution: "That for the purposes of Chapter 2E of the Corporations Act and ASX ListingRule 10.11, the Shareholders approve the issue to Christopher David Grannell (or his nominees) of 2,000,000 options to subscribe for fully paid ordinary shares in the Company on the terms and conditions set out in theExplanatory Memorandum attached to and forming part of this Notice." Voting Exclusion Statement For the purpose of ASX Listing Rules 10.13.6 and section 224 of the CorporationsAct, the Company will disregard any votes cast on this resolution by directorsof the Company and any associates of those persons. However, the Company neednot 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 a person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on a the proxy form to vote as the proxy decides. 6. GENERAL BUSINESS To transact any business that may be properly brought forward in accordance withthe Company's Constitution of the Corporations Act 2001. David Hutchins will retire by rotation at the AGM and will not be seekingre-election. EXPLANATORY MEMORANDUM Shareholders should read the Explanatory Memorandum accompanying this Notice forfurther information regarding the resolutions. PROXIES A Shareholder who is entitled to vote at the meeting has a right to appoint aproxy and should use the proxy form enclosed with this notice. The proxy need not be a Shareholder. A Shareholder who is entitled to cast 2 or more votes may appoint two proxiesand may specify the proportion or number of votes each proxy is appointed to exercise. If two proxies are appointed and the appointment doesnot specify the proportion or number of votes that the proxy may exercise,section 249X of the Corporations Act 2001 takes effect so that each proxy may exercise half of the votes (ignoring fractions). A proxy's authority to speak and vote for a Shareholder at the meeting issuspended if the Shareholder is present at the meeting. The proxy form must be signed and dated by the Shareholder or the Shareholder'sattorney. Joint Shareholders must each sign. Proxy forms and the original or a certified copy of the power of attorney, (ifthe proxy form is signed by an attorney) must be received by Murchison United NL: • At P O Box 129, Subiaco, Western Australia 6904 or Ground Floor, 2 Centro Avenue, Subiaco, Western Australia 6008 or • On fax number +618 9381 4722, No later than 10.30 am (Perth time) on 27th November 2005. 7. BODIES CORPORATE A body corporate may appoint an individual as its representative to exercise anyof the powers the body may exercise at meetings of the Shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise or in voting on a resolution. 8. POINT AT WHICH VOTING RIGHTS ARE DETERMINED It has been determined that under the Corporations Regulations 7.11.37, for thepurposes of the Annual General Meeting, Shares will be taken to be held by thepersons who are the registered holders at 4.00pm (Perth time) on Monday 28thNovember 2005. Accordingly, share transfers registered after that time will bedisregarded in determining entitlements to attend and vote at the meeting. By order of the Board J SchiaviCompany Secretary11 October 2005 UNITED N.L ACN 009 087 852 PROXY FORM To: The Company Secretary Address: Address: P O Box 129Murchison United NL Subiaco WA 6904 Australia Facsimile: +618 9381 4722 I/We (name of shareholder) ........................................................................................................................... Of address).............................................................................................................................................. Being a member/members of Murchison United NL hereby appoint: (name)........................................................................................................... .......................................... of (address)............................................................................................ ................................................... or failing that person then the Chairman of the Annual General Meeting as my/ourproxy to attend and vote for me/us on my/our behalf at the Annual GeneralMeeting of Murchison United NL to be held in the Hay Street Room, Rydges Hotel,815 Hay Street, Perth, WA on 29th November 2005 at 10.30 am (Perth time), andat any adjournment of that meeting. This form is to be used in accordance with the directions below. Unless theproxy is directed, he or she may vote or abstain as he or she thinks fit. In relation to any undirected proxies, the Chairman intends voting for allresolutions being put forward at the Annual General Meeting. If the Chairman of the Meeting is your nominated proxy, or may be appointed bydefault, and you have not directed your proxy how to vote on a resolution below, please place a mark in this box. By marking this box, you acknowledge that the Chairman may exercise your proxyeven if he has an interest in the outcome of a resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If youdo not mark this box, and you have not directed your proxy how to vote, theChairman of the Meeting will not cast your votes and your votes will not becounted in computing the required majority if a poll is called on this item. TheChairman of the Meeting intends to vote undirected proxies in favour of allresolutions. For Against Abstain Item 2 Re-elect Christopher D GrannellItem 3 To adopt the remuneration report for year ended 30 June 2005Item 4 Issue of options to Christopher D Grannell If two proxies are appointed, the proportion of voting rights this proxy isauthorised to exercise is.........................%. (An additional proxy form will be supplied by the Company on request). DATED this..................Day of ........2005 If the shareholder is and individual: Signature: ............................................................................................................................................................ Name: ............................................................................................................................................................ If the Shareholder is a Company: Affix common seal (if required by Constitution) ............................................................................................................................................................. Director/Sole Director and Secretary Director/Secretary UNITED N.L ACN 009 087 852 Instructions for Appointment of Proxy A Shareholder entitled to attend and vote is entitled to appoint no more thantwo proxies. If a Shareholder appoints two proxies and the appointment does not specify theproportion or number of the Shareholder's votes each proxy may exercise half ofthe votes. Every Shareholder present in person or by proxy shall on a show of hands haveone vote. On a poll every Shareholder present in person or by proxy, attorney orrepresentative shall have one vote for each share held. The instrument in appointing a proxy shall be in writing under the hand of theappointer or of his or her attorney duly authorised in writing or, if theappointer is a corporation, either under seal or under hand of an officer orattorney duly authorised in writing. A proxy need not be a Shareholder. The instrument appointing a proxy and the power of attorney or other authority(if any) under which it is signed or a notarially certified copy of that poweror authority must be received by the Company at the office of the Company,Ground Floor, 2 Centro Avenue, Subiaco, Western Australia, or by facsimile on+618 9381 4722 by no later than 10.30 am (Perth time), 27th November 2005. UNITED N.L ACN 009 087 852 EXPLANATORY MEMORANDUM TO ACCOMPANY THE NOTICE OF ANNUAL GENERAL MEETING 1. Introduction This Explanatory Memorandum has been prepared for the Shareholders of MurchisonUnited NL (Murchison or the Company) in connection with the Annual GeneralMeeting of the Company to be held at 10.30 am (Perth time) on 29th November 2005in the Hay Street Room, Rydges Hotel, 815 Hay Street, Perth, Western Australia. 2. Resolutions 2 - Re-election of Christopher David Grannell Christopher David Grannell was appointed as a director since the last annualgeneral meeting. Under the constitution he holds office only until this meetingand therefore offers himself for re-election. The profile of Christopher David Grannell who offers himself for re-election isdetailed below: Christopher David Grannell, aged 42, (Non-Executive Director) Mr Grannell joined the board on the 4th April 2005. David has significant Londoncapital markets experience focused in the natural resources sector. He is anExecutive Director and Chief Financial Officer of European Goldfields Limited(appointed August 2003) a company listed on the Toronto Stock Exchange and theAIM market of the London Stock Exchange 3. Resolution 3 - Remuneration Report The Directors' Report for the year ended 30 June 2005 contains a remunerationreport which sets out the policy for the remuneration of the Directors andexecutives of the Company. The Corporations Act 2001 provides that the vote onthe resolution is advisory only and does not bind the Directors. 4. Resolution 4 - Grant of Options to Christopher David Grannell The grant of Options to Mr Grannell (or his nominee) is considered to becommercially appropriate to recognise Mr Grannell's contribution to the Companyand to incentivise him to grow the Company into the future for the benefit ofall shareholders. The Options to be granted are in addition to Mr Grannell, entering into anagreement with the Company, to act as a Director effective from the 1st April2005. Under resolution 4, it is proposed that Mr Grannell be granted 2,000,000Options, with an exercise price of A$0.055. In the 12-month period before thedate of the Notice to which this Explanatory Memorandum is attached, the highestprice of Shares on ASX was A$0.12 on 22nd March 2005 and the lowest price was$0.027 on the 4th October 2004. The closing price on the day before the date ofthe Notice was $0.086. Importantly the terms and conditions of exercising the Options are incentivebased in that the right to exercise the Options is dependant on Mr Grannellcompleting 3 months' continuous service as a Director (commencing from the datethe Options are issued). All unexercised Options expire 5 years from the dateof the grant. If Mr Grannell ceases to be a Director, he may exercise anyremaining unexercised Options within 6 months of cessation. The Options will be issued as soon as practical after the date of this meetingand in any event within 1 month or such later date as permitted by a waiver ofthe ASX Listing Rules. Mr Grannell is a non-executive director of the Company. The Companyacknowledges that the issue of options to Mr Grannell will not be in accordancewith recommendation 9.3 of the corporate governance guidelines set by the ASXCorporate Governance Council. ASX Listing Rule approval Shareholder approval is sought under Listing Rule 10.11, which provides that aCompany must not issue securities (including options) to a related party of thecompany, such as a director, without the company obtaining shareholder approval. As approval for the issue of the Options to Mr Grannell is sought under ASXListing Rule 10.11, approval of the issue of the Option is not required underASX Listing Rule 7.1. The Options issued to Mr Grannell will not limit theability of the Company to issue securities under ASX Listing Rule 7.1. Corporations Act approval Chapter 2E of the Corporations Act regulates the provision of financial benefitsto related parties by a public company. The granting of the Options ascontemplated by resolution 4 may constitute the provision of a financial benefitto a related party. Section 208 of the Corporations act prohibits a company fromgiving a financial benefit to a related party without prior shareholderapproval. A "related party" for the purposes of the Corporations Act is widely defined.It includes a director of a public company and specified members of thedirector's family. It also includes an entity over which a director maintainscontrol. A "financial benefit" for the purposes of the Corporations Act is also given abroad definition. It includes a public company paying money to another entity orgranting an option over its securities. In determining whether or not afinancial benefit is being given, it is necessary to look to the economic andcommercial substance and the effect of the transaction (rather than just thelegal form) and to disregard any consideration which has been given, even ifsuch consideration is full or adequate. The granting of Options to Mr Grannell (or his nominees) as contemplated byresolution 4, may constitute the giving of a financial benefit to a relatedparty of the Company, and accordingly Shareholder approval is also sought forthis purpose. Regulatory information required The following information is provided to Shareholders to enable them to assessthe merits of resolution 4: (a) The Options will be granted to Mr Grannell, or his nominees; (b) The proposed financial benefit to be given is 2,000,000Options to Mr Grannell. There is no consideration payable on the issue of theseOptions and the Options will be granted on the Terms and Conditions set out inAnnexure A: and (c) The Options shall be granted to Mr Grannell (or his nominees)in recognition of his services and contribution to the Company both previouslyand in the future. The Company will pay Mr Grannell the following annual remuneration from the 1stApril 2005. Director Total Remuneration C D Grannell $ 40,000 The following table sets out Mr Grannell's total holding of Shares and Optionsshould resolution 4 be approved. Director Fully Paid Nov 2010 Shares Options C D Grannell - 2,000,000 TOTAL - 2,000,000 The Company currently has the following issued capital: 271,132,594 fully paid ordinary Shares; 2,250,000 partly paid shares of $0.20 paid to 1 cent and 7,850,000 unlisted options. Assuming that Mr Grannell exercises the Option to be issued under resolution 4,the interests of Mr Grannell in Shares in the Company and hence dilution effecton Shareholders is set out in Column 1 of the table below: Column 1 Director % of Shares if all current options are exercised and the Options, the subject of Resolution 5 are issued and exercised C D Grannell 0.706% Therefore if: (a) all existing options to acquire Shares are exercised; and (b) all Options the subject of Resolution 4 are issued andexercised, the total dilution effect of the issue of Options to Mr Grannellwill be 0.706%. The above table is compiled on the assumption that there are no more Shares orOptions issued by the Company other than as contemplated by the Notice of AnnualGeneral Meeting. The Options to be granted pursuant to resolution 4, shall be granted without anyconditions on exercise, other than those set out in the terms and conditions inAnnexure A to this Explanatory Memorandum. It is a requirement of ASIC that a dollar value be placed on the Options to beissued. ASIC has indicated the Black-Scholes option price calculation method isan acceptable method for valuing options. This method is designed to valuelisted securities that are freely tradable and hence it is not entirelyappropriate or reliable in the current circumstances, where the Options to beissued pursuant to resolution 4 will be unlisted. Nevertheless, a range ofvalues for the Options has been estimated using the Black-Scholes method. In determining these values, the following assumptions have been made: (a) the Share price at issue date will be between 6 and 12 cents; (b) the Options are to be exercisable at $0.055; (c) the Options are expected to mature within 5 years of their date ofissue, assumed at 30 November 2010; (d) price volatility of the share is approximately 1.03923; (e) the average current risk-free interest rate is 5.14%; and On this basis, the Options are valued at between $0.0477 and $0.1034 per Option.Therefore, the implied "value" of the Options being granted to Mr Grannell isas follows: Value Value (based on $0.0477 per option) (based on $0.1034 per option) $ 95,400 $ 206,800 Directors' Recommendation Given that Mr Grannell has an interest in the outcome of resolution 4, hedeclines to make a recommendation to Shareholders in this regard. All theremaining Directors being Mr. Glenn Featherby, Mr. Mark Reilly and Mr. DavidHutchins, considered to be independent directors, consider that the issue of theOptions to Mr. Grannell is in the best interests of the Company and recommendsto Shareholders that they pass the resolution as presented. Definitions and Interpretation Definition In this Explanatory Statement, the following terms have the following meaningunless the context otherwise requires: "AIM" means the Alternative Investment Market of the London Stock Exchange. "Annexure" means an annexure to this Explanatory Memorandum. "ASIC" means the Australian Securities and Investments Commission. "ASX" means the Australian Stock Exchange operated by Australian Stock Exchange Limited (ABN 98 008 624 691). "ASX Listing Rules" means the Listing Rules of ASX and "Listing Rules" has an identical meaning. "Board" means the Board of Directors of the Company. "Business Day" means any day that is not a Saturday, Sunday or a public holiday in Western Australia. "Company" means Murchison United NL ACN 009 087 852. "Constitution" means the constitution of the Company. "Corporations Act" means the Corporations Act 2001 (Cth) and all regulations made pursuant to such legislation, as amended from time to time. "Director" means a director of the Company. "Option" means an option to acquire one Share on the terms and conditions set out in Annexure A. "Share" means a fully paid ordinary share in the capital of the Company. "Shareholder" means a member of the Company, as defined in the Constitution of the Company. Interpretation Terms used in this Explanatory Memorandum have the same meaning as in theCorporations Act unless the context otherwise requires. Annexure A Terms and Conditions of Options to beGranted to Mr Grannell pursuant to resolution 4 1. In consideration of the continued services of the Optionholder, theCompany hereby grants to the Optionholder Options to subscribe for one ordinaryfully paid share in the capital of the Company ("Share") subject to these termsand conditions ("Option"). 2. A certificate will be issued for the Options. 3. The Options shall expire on the earliest of the relevant dates setout below ("Expiry Date"): (a) 3 months from the date on which the Optionholder's employment orservice with the Company is terminated, for any reason; (b) 18 months (or such later date as the Company's Board determines inits sole discretion) after a person or corporation: (i) makes a takeover bid (as defined in the Corporations Act) to acquireany Shares and the takeover bid extends to Shares issued and allotted after thedate of the takeover bid; and (ii) becomes entitled to proceed to compulsory acquisition of the Sharespursuant to section 661 of the Corporations Act. In such event, the Companyshall notify (in writing) the Optionholder of the Expiry Date as soon aspossible after the Company becomes aware that the person or corporation hasbecome entitled to proceed to compulsory acquisition; (c) 18 months (or such later date as the Company's Board determines inits sole discretion) after the Company convenes a meeting of shareholders inorder to enter into a Scheme of Arrangement (pursuant to the provisions of theCorporations Act) which, if implemented would result in a person or corporationbecoming entitled to not less than 90% of the Shares. In such an event, theCompany shall notify (in writing) the Optionholder of the Expiry Date as soon aspracticable after the Company convenes the aforementioned meeting; and (d) 5 years from the date of grant of the Options. 4. Each Option shall carry the right in favour of the Optionholder tosubscribe for one Share. 5. Shares allotted to Optionholders on exercise of Options shall beissued at an exercise price of $0.055 cents per Share ("Exercise Price"). 6. The Exercise Price of Shares the subject of the Options shall bepayable in full on exercise of the Options. 7. Subject always to the Optionholder completing 3 months' continuousservice with the Company from the date the Options are issued, Options shallonly be exercisable after the expiry of 3 months from the date of their issue upto and including the Expiry Date by the delivery to the registered office of theCompany of a notice in writing stating the intention of the Optionholder to: 7. (a) exercise all or a specified number of Options; and (b) pay the Exercise Price by way of subscription monies in full for the exercise of each Option. The notice must be accompanied by the Option certificate and a cheque madepayable to the Company for the subscription monies for the Shares. An exerciseof only some Options shall not affect the rights of the Optionholder to thebalance of the Options held by them. 8. The Company shall allot the resultant Shares and deliver the sharecertificates or uncertificated holding statement within 5 business days of theexercise of the Options. 9. Options shall not be listed for Official Quotation on AustralianStock Exchange Limited ("ASX"). 10. The Options shall not be transferable except to an Associate of theParticipant. 11. Shares allotted pursuant to an exercise of Options shall rank from thedate of allotment, equally with existing Shares in all respects. 12. The Company shall, in accordance with the Listing Rules of ASX, makeapplication to have all Shares, allotted pursuant to an exercise of Options,listed for Official Quotation on ASX. 13. In the event of a reconstruction (including consolidation,subdivision, reduction or return) of the issued capital of the Company, allrights of the Optionholder shall be reconstructed in accordance with the ListingRules of ASX. 14. Subject to clauses 13 and 16, the Optionholder shall have no right toa change in the Exercise Price of an Option or a change to the number of Sharesover which an Option can be exercised. 15. There are no participating rights or entitlements inherent in theOptions and Optionholders will not be entitled to participate in new issues ofsecurities offered to Shareholders of the Company during the currency of theOptions. However, the Company will ensure that for the purposes of determiningto any such issue, the record date will be at least 9 business days after theissue is announced so as to give holders the opportunity to exercise theirOptions before the date of determining entitlements to participate in any issue. 16. If, from time to time, before the expiry of the Options, the Companymakes a pro rate issue of Shares to the holders of ordinary Shares for noconsideration ('bonus issue"), the number of Shares over which an Option isexercisable will be increased by the number of Shares which the holder wouldhave received if the Option had been exercised before the date for calculatingentitlements to the bonus issue. 17. There will be no transfer restrictions on Shares allotted pursuant tothe exercise of any of the Options unless the sale by the Optionholder of thoseShares would require the preparation of a disclosure document (as that term isdefined in the Corporations Act). If a disclosure document is, or would be,required the Optionholder must enter into such arrangements with the Company asthe Company considers appropriate to prevent the Optionholder from dealing withthose Shares for the period during which the disclosure document would berequired. 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