Last checked at 6 Jul 2012 07:00
6 July 2012
Ferrum Crescent Limited
("Ferrum Crescent", the "Company" or the "Group") (ASX: FCR, AIM: FCR, JSE: FCR)
Notice of General Meeting and Explanatory Memorandum
Further to the announcement released on 20 June 2012, the Company has today dispatched to shareholders a copy of the Notice of General Meeting and Explanatory Memorandum and Independent Expert's Report, copies of which may be found on the Company's website www.ferrumcrescent.com. The following business will be considered at the general meeting:
RESOLUTIONS
1. Issue of Shares to South African BEE Partner
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for the Company to allot and issue 55,236,144 Shares to Mkhombi AmaMato (Pty) Ltd(including to satisfy the South African Government's requirements regarding participation by historically disadvantaged South Africans in the mining industry) for a total consideration that is the Australian Dollar equivalent of Fifteen Million South African Rand (ZAR15,000,000) and otherwise in the circumstances, and on the terms and conditions, set out in the Explanatory Statement."
Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any person associated with these 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 if 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.
2. Approval to issue shares under the Director and Senior Management Fee and Remuneration Sacrifice Share Plan
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That the Company approve for all purposes, including ASX Listing Rule 7.2 Exception 9, the Director and Senior Management Fee and Remuneration Sacrifice Share Plan as described in the Explanatory Statement, and the issue of securities in the Company under that plan."
Voting Prohibition and Exclusion Statement: To the extent required by section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment on this resolution, if the proxy is either a member of the key management personnel for the Company; or a closely related party of a member of the key management personnel for the Company; and the appointment does not specify the way the proxy is to vote on this resolution. However, this prohibition does not apply if the proxy is the Chair of the meeting and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the key management personnel of the Company.
The Company will disregard any votes cast on this resolution by a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any person associated with these 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 if 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.
3. Approval to permit Director participation in Director and Senior Management Fee and Remuneration Sacrifice Share Plan
To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:
"That the Company approve for all purposes, including ASX Listing Rule 10.14, the issue of securities in the Company to Directors pursuant to the Director and Senior Management Fee and Remuneration Sacrifice Share Plan as described in the Explanatory Statement."
Voting Prohibition and Exclusion Statement: To the extent required by section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment on this resolution, if the proxy is either a member of the key management personnel for the Company; or a closely related party of a member of the key management personnel for the Company; and the appointment does not specify the way the proxy is to vote on this resolution. However, this prohibition does not apply if the proxy is the Chair of the meeting and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the key management personnel of the Company.
The Company will disregard any votes cast on this resolution by a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any person associated with these 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 if 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.
4. Amendment to constitution to facilitate payment of fees by way of share issue
To consider and, if thought fit, to pass the following as a special resolution:
"That the Company's constitution be amended by:
(a) inserting after the word "paid" in the first line of Clause 11.15 the words "in cash";
(b) inserting after the word "Company" in the first line of Clause 11.15 the words "or in such other manner (including an issue of shares) as may be agreed between the Company and the Directors";
(c) inserting at the end of clause 11.16 the words "unless otherwise agreed"; and
(d) inserting after the words "fixed sum" in the third line of Clause 11.17 the words "or in such other manner (including an issue of shares) as may be agreed between the Company and the Directors."
The General Meeting of Shareholders is to be held at 11:00am (Perth time) on 8 August 2012 at The Celtic Club, 48 Ord Street, West Perth WA 6005.
For more information, please visit www.ferrumcrescent.com or contact:
Australia and Company enquiries: | UK enquiries: |
Ferrum Crescent Limited
Ed Nealon T: +61 8 9380 9653 Executive Chairman
Robert Hair -T: + 61 414 926 302 Managing Director
| Ocean Equities Limited (Broker) Guy Wilkes T: +44 (0)20 7786 4370
RFC Ambrian Limited (Nominated Adviser) Richard Morrison T: +44 (0) 20 7634 4700 Jen Boorer T: +44 (0) 20 7634 4700
Newgate Threadneedle (Financial PR) Graham Herring /Beth Harris T: +44(0)20 7653 9850 |
South Africa enquiries:
| Sasfin Capital Leonard Eiser T+27 11 809 7500 |