Source - RNS
RNS Number : 4790L
Jupiter Energy Ltd
03 October 2016
 



 

Jupiter Energy Limited

ACn 084 918 481

NOTICE OF Annual GENERAL MEETING

 

TIME:                    10.30am

DATE:                   4 November 2016

PLACE:                 The Celtic Club, 48 Ord Street, West Perth, WA 6005

 

 

 

This Notice of Meeting should be read in its entirety.  If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9322 8222.

        


CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)                                                      3

Explanatory Statement (explaining the proposed resolutions)                                                      5

Glossary                                                                                                                                              14

Proxy Form                                                                                                                                         14

important information

TIME AND PLACE OF MEETING

Notice is given that the Meeting will be held at 10.30 am on Friday 4 November 2016 at:

The Celtic Club

48 Ord Street

WEST PERTH WA 6005

 

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important. 

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00 pm (WST) (7.00 pm Sydney time) on 2 November 2016.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above. 

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

•          each Shareholder has a right to appoint a proxy;

·          the proxy need not be a Shareholder of the Company; and

·          a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware of that changes to the Corporations Act made in 2011 mean that:

·          if proxy holders vote, they must cast all directed proxies as directed; and

·          any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

·          the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

·          if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

·          if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and

·          if the proxy is not the chair; the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

·          an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

·          the appointed proxy is not the chair of the meeting; and

·          at the meeting, a poll is duly demanded on the resolution; and

·          either of the following applies:

o     the proxy is not recorded as attending the meeting; or

o     the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

 

 



business of the meeting

AGENDA

1.           Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the directors, the director's report, the Remuneration Report and the auditor's report.

2.           Resolution 1 - ADOPTION OF remuneration REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2016."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a)          a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b)          a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a)          the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

(b)          the voter is the Chair and the appointment of the Chair as proxy:

(i)            does not specify the way the proxy is to vote on this Resolution; and

(ii)           expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3.           Resolution 2 - Re-election of director - Mr SCOTT MISON

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Scott Mison, a Director, retires by rotation, and being eligible, is re-elected as a Director."

 

4.           Resolution 3 - ELECTION of Director - Mr ALEXey kruzhkov

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of clause 13.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Alexey Kruzhkov, a Director who was appointed on 30 August 2016, retires, and being eligible, is elected as a Director."

5.           Resolution 4 - ELECTion of proposed director - Mr Alexander kuzev

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of clause 13.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Alexander Kuzev, a proposed Director to be appointed following dispatch of the Notice of Meeting but prior to the date of the Meeting, retires, and being eligible, is elected as a Director."

6.           Resolution 5 - approval of 10% Placement capacity

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion:  The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons.  However, the Company will not disregard a vote if it is cast by a person as a 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.

DATED: 26 September 2016

BY ORDER OF THE BOARD

 

Scott mison

Director and Company Secretary



 

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1.           Financial Statements and Reports

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the directors, the directors' report, the Remuneration Report and the auditor's report.

The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so.  The Company's annual financial report is available on its website at www.jupiterenergy.com

2.           Resolution 1 - ADOPTION OF remuneration REPORT

2.1         General

The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders.  However, such a resolution is advisory only and does not bind the company or the directors of the company. 

The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company.  The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2         Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote.  If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3         Previous voting results

At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%.  Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.4         Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

Proxy

Directions given

No directions given

Key Management Personnel1

Vote as directed

Unable to vote3

Chair2

Vote as directed

Able to vote at discretion of Proxy4

Other

Vote as directed

Able to vote at discretion of Proxy


Notes:

1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.

2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member).

3 Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

4 The Proxy Form notes it is the Chair's intention to vote all undirected proxies in favour of all Resolutions

3.           Resolution 2 - Re-election of director - MR SCOTT MISON

3.1         General

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third AGM following the director's appointment or 3 year, whichever is the longer.

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Scott Mison, who has served as a director since 31 January 2011 and was last re-elected on 7 November 2013, retires by rotation and seeks re-election.

3.2         Qualifications and other material directorships

Mr Mison holds a bachelor of Business, is a member of the Institute of Chartered Accountants in Australia and Chartered Secretaries Australia.

Mr Mison has over 17 years' experience in finance and corporate compliance within Australia, UK, Central Asia and USA.

3.3         Independence

If elected the board considers Mr Scott Mison will be an independent director.

3.4         Board recommendation

The Board supports the re-election of Mr Scott Mison and recommends that Shareholders vote in favour of Resolution 2.

4.           Resolution 3 - election of alexey kruzhkov

4.1         General

Clause 13.4 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.

Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Alexey Kruzhkov, having been appointed by other Directors on 30 August 2016 in accordance with the Constitution, will retire in accordance with clause 13.4 of the Constitution and ASX Listing Rule 14.4 and being eligible seeks election from Shareholders.

4.2         Qualifications and other material directorships

Alexey holds an Engineering Degree and an MBA and has over 10 years' experience working in the investment industry, focusing primarily on organisations involved in Oil & Gas, Mining and Real Estate. He has served as a Director on the Boards of companies listed in Canada and Norway. He is a member of the executive team of Waterford Investment and Finance Limited and resides in Cyprus. He holds British and Russian citizenships.

4.3         Independence

Mr Alexey Kruzhkov is an executive with Waterford Investment and Finance Limited, the Company's major Shareholder.   Therefore this relationship might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally.

If elected the board does not consider Mr Alexey Kruzhkov will be an independent director.

4.4         Board recommendation

The Board supports the re-election of Mr Alexey Kruzhkov and recommends that Shareholders vote in favour of Resolution 3.

5.           Resolution 4 - election of alexander kuzev

5.1         General

Clause 13.4 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.

Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Alexander Kuzev, who is proposed to be appointed by the other Directors in accordance with the Constitution following dispatch of the Notice of Meeting but prior to the date of the Meeting, will retire in accordance with clause 13.4 of the Constitution and ASX Listing Rule 14.4 and being eligible seeks election from Shareholders.

In the event that Mr Kuzev is not appointed by the other Directors prior to the date of the Meeting, this Resolution will be withdrawn at the Meeting.

5.2         Qualifications and other material directorships

Alexander Kuzev (51) is an oil industry professional with over 26 years of experience.

Most of Alexander's career has been spent working in the Former Soviet Union (FSU) with much of that time responsible for the overall management of field operations with a focus on production sustainability, technology and field maintenance. He has worked with a range of oil and gas companies including Schlumberger and Gazprom Drilling.

Alexander brings an important technical skill set to the Jupiter Energy Board as well as in country experience, having been involved with various Kazakhstan based oil and gas operations since the late 1990's.

Alexander is currently Managing Director of an oil production company with operations in Astrakhan, Southern Russia. He holds a Bachelor of Engineering and is a Russian citizen.

5.3         Independence

Mr Alexander Kuzev has no interests, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally.

If elected the board considers Mr Alexander Kuzev will be an independent director.

5.4         Board recommendation

The Board supports the election of Mr Alexander Kuzev and recommends that Shareholders vote in favour of Resolution 4.

6.           Resolution 5 - approval of 10% placement capacity

6.1         General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital (10% Placement Capacity).

The Company is an Eligible Entity.

If Shareholders approve Resolution 5, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 6.2).

The effect of Resolution 5 will be to allow the Company to issue Equity Securities up to 10% of the Company's fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company's 15% annual placement capacity granted under Listing Rule 7.1. 

Resolution 5 is a special resolution.  Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

6.2         ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity's 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a)          is not included in the S&P/ASX 300 Index; and

(b)          has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of $38,344,423 based on the number of Shares on issue and the closing price of Shares on the ASX on 26 September 2016 (153,377,693 Shares at a price of $0.25 per Share).

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of Equity Securities on issue, being Shares (ASX Code: JPR, AIM code: JPRL, KASE code: AU_JPRL).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) - E

Where:

A            is the number of Shares on issue 12 months before the date of issue or agreement:

(i)            plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

(ii)           plus the number of partly paid shares that became fully paid in the previous 12 months;

(iii)          plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4.  This does not include an issue of fully paid ordinary shares under the entity's 15% placement capacity without shareholder approval; and

(iv)          less the number of Shares cancelled in the previous 12 months.

D            is 10%.

E            is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

6.3         Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 5:

(a)          Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i)            the date on which the price at which the Equity Securities are to be issued is agreed; or

(ii)           if the Equity Securities are not issued within 5 ASX trading days of the date in Section 6.3(a)(i), the date on which the Equity Securities are issued.

(b)          Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i)            12 months after the date of this Meeting; and

(ii)           the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company's activities) or 11.2 (disposal of the Company's main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid).

(10% Placement Capacity Period).

(c)           Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue (Variable 'A' in ASX Listing Rule 7.1A.2)

Dilution

Issue Price (per Share)

0.125

50% decrease in Issue Price

0.25

Issue Price

0.50

100% increase in Issue Price

153,377,693

(Current)

Shares issued

15,337,769

15,337,769

15,337,769

Funds raised

$1,917,221

$3,834,442

$7,668,885

230,066,540

(50% increase)

Shares issued

23,006,654

23,006,654

23,006,654

Funds raised

$2,875,832

$5,751,664

$11,503,327

306,755,386

(100% increase)

Shares issued

30,675,538

30,675,538

30,675,538

Funds raised

$3,834,442

$7,668,885

$15,337,769

 

*The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1.          There are currently 153,377,693 Shares on issue.

2.          The issue price set out above is the closing price of the Shares on the ASX on 26 September 2016.

3.          The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4.          The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

5.          The issue of Equity Securities under the 10% Placement Capacity consists only of Shares.  It is assumed that no convertible securities convert into Shares before the date of issue of the Equity Securities.

6.          The calculations above do not show the dilution that any one particular Shareholder will be subject to.  All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7.          This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

8.          The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.  This is why the voting dilution is shown in each example as 10%.

9.          The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder's holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i)            the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Meeting; and

(ii)           the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d)          Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(i)            as cash consideration in which case the Company intends to use funds raised for the development of Block 31, the Company's wholly owned asset in Kazakhstan, including drilling of exploration, appraisal and development wells and general working capital; or

(iii)          as non-cash consideration for the acquisition of new resources assets and investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e)          Allocation under the 10% Placement Capacity

The Company's allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined.  However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i)            the purpose of the issue;

(ii)           alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

(iii)          the effect of the issue of the Equity Securities on the control of the Company;

(iv)          the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

(v)           prevailing market conditions; and

(vi)          advice from corporate, financial and broking advisers (if applicable).

(f)           Previous Approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at the Company's annual general meeting held on 6 November 2015 (Previous Approval).

In the 12 months preceding the date of this Meeting, the Company has not issued any Equity Securities under the Previous Approval or any other purpose.

(g)          Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

(i)            a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

(ii)           the information required by Listing Rule 3.10.5A for release to the market.

6.4         Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 5.

 



Glossary

$ means Australian dollars.

10% Placement Capacity has the meaning given in Section 6.1.

AIM means the Alternative Investment Market operated by the London Stock Exchange.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a)        a spouse or child of the member;

(b)        a child of the member's spouse;

(c)        a dependent of the member or the member's spouse;

(d)        anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;

(e)        a company the member controls; or

(f)         a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.

Company means Jupiter Energy Limited (ACN 084 918 481).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a)        is not included in the S&P/ASX 300 Index; and

(b)        has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security. 

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2016.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement unless otherwise specified.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Variable A means "A" as set out in the calculation in Section 6.2.

WST means Western Standard Time as observed in Perth, Western Australia.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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