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) 9383 3330
Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 3:00pm (WST) on 11 November 2015 at:
The business of the Annual General Meeting affects your shareholding and your vote is important.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 3:00pm (WST) on 9 November 2015.
To vote in person, attend the Annual General Meeting at the time, date and place set out above.
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, members are advised that:
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.
New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:
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.
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.
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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 purpose 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 2015.'
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 any of the following persons:
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a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
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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:
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the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
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the voter is the Chair and the appointment of the Chair as proxy:
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does not specify the way the proxy is to vote on this Resolution; and
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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.
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RESOLUTION 2 - RE-ELECTION OF DIRECTOR - DR FRAZER TABEART
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, Frazer Tabeart, a Director, retires by rotation, and being eligible, is re-elected as a Director.'
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RESOLUTION 3 - RATIFICATION OF PRIOR ISSUE - SHARES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
'That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 3,750,000 Shares on the terms and conditions set out in the Explanatory Statement.'
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need 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.
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RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE - OPTIONS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
'That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 25,000,000 Options on the terms and conditions set out in the Explanatory Statement.'
Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need 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.
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RESOLUTION 5 - APPROVAL OF 10% PLACEMENT CAPACITY - SHARES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:
'That, for the purpose 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, 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: 6 OCTOBER 2015
BY ORDER OF THE BOARD MR MATTHEW FOY COMPANY SECRETARY
E XP LA NA TO R Y S TA TE M E N T
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 which are the subject of the business of the Meeting.
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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 2015 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.segueresources.com.
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RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
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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.
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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 previous 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.
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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.
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Proxy Restrictions
Shareholders appointing a proxy for this Resolution should note the following:
If you appoint a member of the 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 as your proxy
You must direct your proxy how to vote on this Resolution. 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.
If you appoint the Chair as your proxy (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).
You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.
If you appoint any other person as your proxy
You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.
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RESOLUTION 2 - RE-ELECTION OF DIRECTOR - DR FRAZER TABEART
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 years, whichever is the longer.
Clause 13.2 of the Constitution provides that:
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at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election;
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The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots;
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A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election; and
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In determining the number of Directors to retire, no account is to be taken of:
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a Director who only holds office until the next annual general meeting pursuant to clause 13.4 of the Constitution; and/ or
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a Managing Director,
each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.
The Company has three Directors. Accordingly, one Director must retire.
Frazer Tabeart, the Director longest in office since his last election, retires by rotation and seeks re-election.
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RESOLUTION 3 - RATIFICATION OF PRIOR ISSUE - SHARES
9.1 General
On 3 June 2015, the Company issued 3,750,000 Shares to International Goldfields Limited (ASX: IGS) as consideration for executing a Deed of Termination and Release relating to the royalty held by IGS over four tenements within the Company's Plumridge Nickel Project. Following execution of the Deed, there are no third party royalties payable on any of the tenements within the Plumridge Nickel Project. The Company issued these Shares under its ASX Listing Rule 7.1A capacity.
Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Shares under the Deed of Termination and Release.
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule
7.1 without the requirement to obtain prior Shareholder approval.
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Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 3:
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3,750,000 Shares were issued;
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The Shares were issued as consideration for the execution of the Deed of Termination and Release at a nil issue price per Share;
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the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
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the Shares were issued to International Goldfields Limited, an unrelated entity to the Company; and
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no funds were raised by the issue of shares as they were issued in consideration for the execution of the Deed of Termination and Release.
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RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE - OPTIONS
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General
On 3 August 2015, the Company advised it has issued 25,000,000 options exercisable at 0.36¢ on or before 3 August 2018 as incentive options to its geological consultants Omni GeoX Pty Ltd (Omni GeoX) (Options). The Company issued the Options under its ASX Listing Rule 7.1A capacity.
Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Options to Omni GeoX.
Summaries of ASX Listing Rules 7.1 and 7.4 are set out in Section 9.1 above. By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
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Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 4:
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25,000,000 Options were issued;
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The Options were issued as incentives to the Company's geological consultants Omni Geox at a nil issue price per Option;
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Omni GeoX is an unrelated party to the Company and no funds were raised by the issue of Options; and
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The terms of the Options are set out in Schedule A.
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RESOLUTION 5 - APPROVAL OF 10% PLACEMENT CAPACITY- SHARES
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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 11.2 below).
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 5 for it to be passed.
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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:
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is not included in the S&P/ASX 300 Index; and
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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 current market capitalisation (undiluted) of approximately $8 million.
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 quoted Equity Securities on issue, being the Shares (ASX Code: SEG).
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:
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plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
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plus the number of partly paid shares that became fully paid in the previous 12 months;
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plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval; and
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less the number of Shares cancelled in the previous 12 months.
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is 10%.
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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.
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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:
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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:
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the date on which the price at which the Equity Securities are to be issued is agreed; or
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if the Equity Securities are not issued within 5 ASX trading days of the date in Section 11.3(a)(i), the date on which the Equity Securities are issued.
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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:
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12 months after the date of this Meeting; and
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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 cease to be valid),
(10% Placement Capacity Period).
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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.
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Number of Shares on Issue
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Dilution
|
|
Issue Price (per Share)
|
$0.002 50%
decrease in
Issue Price
|
$0.003
Current Issue Price
|
$0.005
50% increase in Issue Price
|
|
2,639,766,860
(Current)
|
10% voting dilution
|
263,976,686
|
263,976,686
|
263,976,686
|
|
Shares
|
Shares
|
Shares
|
|
Funds raised
|
$395,965
|
$791,930
|
$1,187,895
|
|
3,959,650,290
(50% increase)
|
10% voting dilution
|
395,965,029
|
395,965,029
|
395,965,029
|
|
Shares
|
Shares
|
Shares
|
|
Funds raised
|
$593,948
|
$1,187,895
|
$1,781,843
|
|
5,279,533,720
(100% increase)
|
10% voting dilution
|
527,953,372
|
527,953,372
|
527,953,372
|
|
Shares
|
Shares
|
Shares
|
|
Funds raised
|
$791,930
|
$1,583,860
|
$2,375,790
|
*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:
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The current shares on issue are the Shares on issue as at 6 October 2015.
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The issue price set out above is the closing price of the Shares on the ASX on 6 October 2015.
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The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
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Other than the securities the subject of resolution 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.
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The issue of Equity Securities under the 10% Placement Capacity consists only of Shares.
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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.
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This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
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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%.
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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:
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the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Meeting; and
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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.