If you are in any doubt about the contents of this Circular or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.
If you have sold or transferred all your ordinary shares ("Shares") in the capital of Linc Energy Ltd (the "Company"), please forward this Circular together with the Notice of Extraordinary General Meeting ("EGM") and the accompanying Proxy Form immediately to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale was effected for onward transmission to the purchaser or transferee. Singapore Exchange Securities Trading Limited (the "SGX-ST") assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular.
LINC ENERGY LTD
(Incorporated in the Commonwealth of Australia) (Australian Company Number: 076 157 045)
CIRCULAR TO SHAREHOLDERS IN RELATION TO
(1)
RESOLUTION 1: THE PROPOSED AMENDMENTS TO THE TERMS AND
CONDITIONS OF THE US$200 MILLION 7% CONVERTIBLE NOTES DUE
10 APRIL 2018; AND
(2)
RESOLUTION 2: THE PROPOSED CONSOLIDATION OF EVERY SIX (6)
ORDINARY SHARES IN THE CAPITAL OF THE COMPANY INTO ONE (1)
CONSOLIDATED ORDINARY SHARE IN THE CAPITAL OF THE
COMPANY.
IMPORTANT DATES AND TIMES
Last date and time for lodgement of Proxy Form : 24 February 2016 at 1.30 p.m. (Singapore time) The Company will be offering two locations for shareholders of the Company to participate in the EGM. The main event will take place in Singapore, with a live video conference meeting being held in Brisbane.
Singapore Brisbane
Friday, 26 February 2016 @ 1.30 p.m. Orchard Room, Level 4
Raffles City Convention Centre
Friday, 26 February 2016 @ 3.30 p.m. Rooms P10 & P11
TABLE OF CONTENTS
DEFINITIONS ... 2
LETTER TO SHAREHOLDERS ... 7
1.
INTRODUCTION ... 7
2.
THE PROPOSED AMENDMENTS ... 7
3.
THE PROPOSED SHARE CONSOLIDATION ... 13
4.
INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS ... 19
5.
DIRECTORS’ RECOMMENDATIONS ... 19
6.
EXTRAORDINARY GENERAL MEETING ... 19
7.
ACTION TO BE TAKEN BY SHAREHOLDERS ... 19
8.
DIRECTORS' RESPONSIBILITY STATEMENT ... 19
9.
DOCUMENTS FOR INSPECTION ... 20
DEFINITIONS
In this Circular, the following definitions apply throughout unless otherwise stated: "21 December 2015
Announcement" : The Company's announcement on SGXNet (Announcement Reference: SG151221OTHRU5IE) dated 21 December 2015 "Asset Sale" : Any sale, transfer or disposal of assets by the Company to any
person in a single or series of related transactions
"Asset Sale Proceeds" : The net cash consideration received by the Company for any Asset Sale, excluding any reasonable expenses which are incurred by the Company with respect to that Asset Sale and any tax incurred and required to be paid by the Company in connection with that Asset Sale, and also does not include any outstanding royalty or similar payments that are payable to the Company by the purchasers of the assets which are the subject of the Asset Sale
"ASX" : Australian Securities Exchange "Australia" : The Commonwealth of Australia "Average WAP (Second
Reset)" : The arithmetic average of the volume weighted average price of a Share for the 10 consecutive Trading Days ending on the Second Reset Date
"Board" : The board of Directors
"CDP" : The Central Depository (Pte) Limited
"Circular" : This circular dated 3 February 2016 in relation to the Proposals "Companies Act" : The Companies Act, Chapter 50 of Singapore, as amended,
modified or re-enacted from time to time "Company" : Linc Energy Ltd
"Consolidated Shares" : Ordinary shares in the capital of the Company after completion of the Proposed Share Consolidation
"Conversion Price" : The price at which the Convertible Notes will be converted to Conversion Shares in accordance with the Terms and Conditions "Conversion Right" : The right to convert the Convertible Notes to Conversion Shares in
accordance with the Terms and Conditions
"Conversion Shares" : New Shares to be issued by the Company to Noteholders who have exercised Conversion Rights
"Convertible Notes" : The Company's US$200 million 7% convertible notes due 10 April 2018
"Corporations Act" : The Australian Corporations Act (Cth) 2001, as amended, modified or supplemented from time to time
"Directors" : The directors of the Company as at the Latest Practicable Date "Effective Trading Date" 9 March 2016, being the date when the Proposed Share
Consolidation will become effective and the date on which the Consolidated Shares will trade on the SGX-ST
"EGM" : The extraordinary general meeting of the Company to be held on 26 February 2016 at 1.30 p.m. in Singapore, with a video link back to meeting held in Brisbane (and any adjournment thereof), the notice of which is given on page 21 of this Circular
"EPS" : Earnings per Share
"First Reset Date" : The date on which the Company has obtained all approvals (including from the Shareholders) which are required under Singapore law (as such is relevant to the Company) or under any of the rule books of the SGX-ST in connection with the Proposed Amendments (or, if permitted, where such requirement has been waived), which is also the date on which the Conversion Price will reset to the First Reset Price, pursuant to the Proposed Amendments, if approved
"First Reset Price" : The Conversion Price which will be reset to S$0.12105 on the First Reset Date pursuant to the Proposed Amendments, if approved. The First Reset Price is subject to adjustments in accordance with the existing Terms and Conditions
"FY2015" : The financial year ended 30 June 2015 "FY2015 Financial
Statements" : The audited consolidated financial statements of the Group for FY2015 "Group" : The Company and its subsidiaries
"Latest Practicable Date" : The latest practicable date prior to the printing of this Circular, being 22 January 2016
"Listing Manual" : The Listing Manual of the SGX-ST, as may be amended, modified or supplemented from time to time
"Market Day" : A day on which the SGX-ST is open for trading in securities
"MTP Requirement" : The minimum trading price requirement under the Listing Manual (effective 1 March 2016) for the Six (6)-Month VWAP of an issuer listed on the Main Board of the SGX-ST to be maintained at a minimum trading price of S$0.20
"New Share Certificates" : Physical share certificate(s) in respect of the Consolidated Shares "Noteholder" : A holder of the Convertible Note(s)
"Notice of EGM" : The notice of EGM set out on page 21 of this Circular "NTA" : Net tangible assets
"Offering Circular" : The offering circular of the Company dated 8 April 2013
"Old Share Certificates" : Physical share certificate(s) in respect of the Shares (prior to consolidation)
"Outstanding Convertible
Notes" : The outstanding Convertible Notes, the principal amount of which as at the Latest Practicable Date amounts to US$137,475,000 "Placement" : The issuance of an aggregate of 24,000,000 new Shares by the Company to various parties by way of placement, as stated in the 21 December 2015 Announcement and the Company's announcement on SGXNet (Announcement Reference: SG160115OTHR97UZ) dated 15 January 2016
"Proposals" : The Proposed Amendments and the Proposed Share Consolidation "Proposed Amendments" : The proposed amendments to the Terms and Conditions, details of
which are set out in paragraph 2 of this Circular "Proposed Share
Consolidation" : The proposed consolidation of every six (6) Shares (including treasury shares, if any) into one (1) Consolidated Share, fractional entitlements to be rounded down to the nearest whole Consolidated Share, details of which are set out in paragraph 3 of this Circular "Prospectus" : The prospectus of the Company dated 11 December 2013
(registered by the Monetary Authority of Singapore on 11 December 2013)
"Put Option Date" : 10 April 2016, being the date on which Noteholders have the right to exercise the Redemption Put Option
"Record Date" : 8 March 2016 (at 5:00 p.m.), being the date and time on and at which the Register of Members will be closed to determine the entitlements of Shareholders to the Consolidated Shares pursuant to the Proposed Share Consolidation (if approved)
"Redemption Put Option" : The right of Noteholders to require the Company to redeem all or some of the Outstanding Convertible Notes at their principal amount, together with interest accrued to 10 April 2016 on the Put Option Date
"Register of Members" : The register of members of the Company maintained pursuant to the Corporations Act
"Second Reset Date" : The one-year anniversary of the First Reset Date (or the immediate next Trading Day, if the said date is not a Trading Day)
"Second Reset Price" : The Conversion Price which will be further reset on the Second Reset Date, to the lower of (a) the Average WAP (Second Reset); and (b) the First Reset Price
"Securities and Futures Act" : The Securities and Futures Act, Chapter 289 of Singapore, as amended, modified or re-enacted from time to time
"Securities Account" : A securities account maintained by a depositor with CDP but does not include a securities sub-account
"SGX-ST" : Singapore Exchange Securities Trading Limited "Share Registrar" : Boardroom Corporate & Advisory Services Pte. Ltd. "Shareholders" : Registered holders of the Shares
"Shares" : Ordinary shares in the issued share capital of the Company. For the avoidance of doubt, where the context requires in this Circular, this will refer to the Consolidated Shares, assuming the Proposed Share Consolidation is approved at the EGM and has been effected "Singapore" : The Republic of Singapore
"Six (6)-Month VWAP" : For the purposes of the MTP Requirement, the "Six (6)-Month VWAP" of the Company will be computed based on the total value of Shares traded on the SGX-ST for the six (6) months under review divided by the total volume traded for the six (6) months. This formula applies regardless of the number of Market Days during the six (6)-month review period (i.e. where the Shares are thinly traded or trading is halted / suspended for a period of time)
"Subsidiary" : For the purposes of the Terms and Conditions, a subsidiary of the Company means any entity which is (a) within the meaning of Part 1.2 Division 6 of the Corporations Act; or (b) a subsidiary of, or otherwise controlled by, the Company within the meaning of any approved accounting standard applicable to the Company
"Terms and Conditions" : The terms and conditions of the Convertible Notes, as may be amended, modified or supplemented from time to time
"Trading Day" : For the purposes of the Convertible Notes, means a day on which the SGX-ST (being the principal stock exchange on which the Shares are currently listed and quoted) is open for business and on which, inter alia, Shares may be dealt in (other than a day on which the SGX-ST is scheduled to or does close prior to its regular weekday closing time) provided that if no Closing Price (as defined in the Terms and Conditions) is reported for one or more consecutive Trading Days such day or days shall be disregarded in any relevant calculation and shall be deemed not to have been Trading Days when ascertaining any period of Trading Days
"weighted average price" : For the purposes of the Proposed Amendments in relation to the reset of the Conversion Price, means the total value of transactions in Shares (for each transaction, the price multiplied by volume) for a Market Day divided by the volume transacted for that Market Day Currencies, Units and Measurements
"%" or "per cent." : Per centum or percentage
"A$" : The lawful currency for the time being of Australia "S$" : The lawful currency for the time being of Singapore "US$" : The lawful currency for the time being of the US
The terms "depositor" and "Depository Register" shall have the meanings ascribed to them respectively in Part IIIAA of the Securities and Futures Act.
Words importing the singular shall, where applicable, include the plural and vice versa. Words importing any one gender shall, where applicable, include the other genders. References to persons, where applicable, shall include firms, corporations and other entities.
The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.
Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined in the Listing Manual, the Companies Act or the Securities and Futures Act, or any statutory modification thereof and not otherwise defined in this Circular shall have the same meaning assigned to it under the Listing Manual, Companies Act, Securities and Futures Act, or any statutory modification thereof, as the case may be.
Summaries of the provisions of any laws and regulations (including the Listing Manual and any other rules or regulations prescribed by the SGX-ST) contained in this Circular are of such laws and regulations as at the Latest Practicable Date.
Any reference to a time of day in this Circular is made by reference to Singapore time unless otherwise stated. Any discrepancies in the tables in this Circular between the listed amounts and the totals thereof are due to rounding.
Any discrepancies in the figures included in this Circular between the listed amounts and the totals thereof and/or the respective percentages are due to rounding. Accordingly, figures shown as totals in this Circular may not be an arithmetic aggregation of the figures that precede them.
All statements other than statements of historical facts included in this Circular are or may be forward-looking statements. Forward-forward-looking statements include but are not limited to those using words such as "seek", "expect", "anticipate", "estimate", "believe", "intend", "project", "plan", "strategy", "forecast" and similar expressions or future or conditional verbs such as "will", "would", "should", "could", "may" and "might". These statements reflect the Company's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and the Company does not undertake any obligation to update publicly or revise any forward-looking statements.
LETTER TO SHAREHOLDERS
LINC ENERGY LTD(Incorporated in the Commonwealth of Australia) (Australian Company Number: 076 157 045)
Directors: Registered Office:
Mr Mark Leahy (Independent Non-Executive Chairman) Smellie & Co Building
32 Edward Street Brisbane, Queensland 4000, Australia Mr Craig Ricato (Chief Executive Officer & Managing Director)
Mr Ong Tiong Soon (Non-Executive Director) Mr Ken Dark (Independent Non-Executive Director)
Mr James (Mun Foong) Yip (Independent Non-Executive Director)
3 February 2016
To: The Shareholders of Linc Energy Ltd Dear Sir / Madam,
1.
INTRODUCTION
1.1 OverviewThe Directors are convening the EGM to be held at on 26 February 2016 at 1.30 p.m. in Singapore to seek Shareholders' approval for the following:
(a) the proposed amendments to the terms and conditions of the Company's Convertible
Notes (the "Proposed Amendments"), as an ordinary resolution (Resolution 1); and
(b) the proposed consolidation of every six (6) Shares into one (1) Consolidated Share (the
"Proposed Share Consolidation"), as an ordinary resolution (Resolution 2), (collectively, the "Proposals").
The purpose of this Circular is to provide Shareholders with relevant information relating to each of the Proposals to be tabled at the EGM.
2.
THE PROPOSED AMENDMENTS
2.1 Background to and Summary of Key Relevant Information on the Convertible Notes
On 10 April 2013, the Company issued the Convertible Notes which were subsequently listed on the SGX-ST on 11 April 2013. Following this, the Company was listed on the SGX-ST on 18 December 2013 and subsequently delisted from the ASX on 19 December 2013. For further information on the initial issuance and listing of the Convertible Notes, please refer to the Offering Circular and the Prospectus.
Subsequently, on 24 December 2014, the Company announced that it had received approval from Noteholders to make certain amendments to the Terms and Conditions. As announced on 30 December 2014, the SGX-ST granted a waiver to the Company from the requirement to convene an extraordinary general meeting to seek approval from Shareholders for the implementation of the said amendments. Please refer to the Company's announcement dated 30 December 2014.
At an extraordinary general meeting of the Company on 14 May 2015, Shareholders’ approval was obtained for the Company to allot and issue such number of Conversion Shares as may be required or permitted to be allotted or issued on the conversion of the Convertible Notes, to the Noteholders on the conversion thereof, subject to and in accordance with the Terms and Conditions of the Convertible Notes, as may be amended, modified or supplemented from time to time. Please refer to the Company's circular to Shareholders dated 22 April 2015.
As at the Latest Practicable Date, the outstanding principal amount of the Convertible Notes is US$137,475,000.
As stated in the Company's announcement on 8 January 2016, the requisite level of written approval from the Noteholders has been obtained for the Proposed Amendments to the existing Terms and Conditions. Noteholders' approval is subject to, inter alia, the Company obtaining Shareholders' approval for the Proposed Amendments. A discussion on the Proposed Amendments is set out below.
2.2 Summary of the Proposed Amendments
A summary of the key Proposed Amendments as well as the existing Terms and Conditions which are the subject of the Proposed Amendments is set out in the table below:
Existing Terms and
Conditions
Proposed Amendments
Reduction of Interest Coupon to 0%
Interest is payable on the Outstanding Convertible Notes at 9% per annum from and including 10 April 2015.
The Company will have no future obligation (in the absence of an event of default) to make any interest payments on the Outstanding Convertible Notes on and from 10 October 2015 until maturity of the Convertible Notes on 10 April 2018.
For the avoidance of doubt, under the existing Terms and Conditions, the Company remains liable to pay default interest of 9% per annum on any sum which becomes due and payable but is not paid. This obligation to pay default interest is not the subject of the Proposed Amendments.
Reset of the Conversion Price
As at the Latest Practicable Date, the Conversion Price is S$0.77.
Under the existing Terms and Conditions, the Noteholders have the right to convert (the
"Conversion Right") the Convertible Notes to Conversion Shares (i.e. the Company would be required to issue
Conversion Shares to the Noteholders (unless settled in cash at the option of the Company) in accordance with the Terms and Conditions). The Conversion Shares, when issued, rank pari passu in all respects with other Shares then existing.
The Conversion Price will reset to S$0.12105 (the "First Reset Price") on the date the Proposed Amendments (if approved) take effect (the "First Reset Date"). As stated in the 21 December 2015 Announcement, the First Reset Price is equivalent to the higher of S$0.11772 or that amount which is equal to 90% of the weighted average price for all trades in respect of the Company’s Shares completed on the SGX-ST on 21 December 2015 (which was S$0.1345).
There will be a further reset to the Conversion Price, which will occur on the one-year anniversary of the First Reset Date (or the immediate next Trading Day, if the said date is not a Trading Day) (the "Second Reset Date"), to the lower of (a) the Average WAP (Second Reset); and (b) the First Reset Price (the "Second Reset Price"). For the avoidance of doubt, the existing Terms and Conditions already provide for adjustments to the Conversion Price in certain circumstances, including, consolidation, reclassification or subdivision of the Shares, capitalisation of profits or reserves and capital distributions, etc. Such adjustment events are not the subject of the Proposed Amendments.
Fixed Exchange Rate for determining number of Conversion Shares
The exchange rate for determining the number of Conversion Shares to be issued is currently fixed at US$1:S$1.3007.
The fixed US$:S$ exchange rate will be reset to
US$1:S$1.40812. This is based on the arithmetic average of the closing US$:S$ exchange rate for each day during the period from 7 December 2015 to 11 December 2015.
Right of Redemption at Option of the
Noteholders
Noteholders have the right to require the Company to redeem all or some of the Outstanding Convertible Notes on 10 April 2016 (the "Put Option Date") at their principal amount, together with interest accrued to the Put Option Date (the "Redemption Put Option").
The Redemption Put Option described in the column to the left will be deleted.
Noteholders will have a new option to require the Company to apply up to 50% of the up-front cash consideration received by the Company from any Asset Sale (excluding customary transaction costs and any outstanding royalty or similar payments that are payable to the Company by the purchasers of the assets which are the subject of the Asset Sale following the closing of the Asset Sale) ("Asset Sale Proceeds"), pro rata, towards the redemption of the then-Outstanding Convertible Notes at their principal outstanding amount (with accrued unpaid interest, if any).
However, this right shall only arise where the Asset Sale Proceeds are above US$10 million.
2.3 Rationale for the Proposed Amendments and Benefit to the Company
As described in paragraph 2.2, under the existing Terms and Conditions, the Noteholders have a Redemption Put Option which can be exercised on the Put Option Date of 10 April 2016. Once exercised, the Company will be required to redeem in cash all of the Outstanding Convertible Notes at their principal amount together with accrued unpaid interest up to the Put Option Date. As at the Latest Practicable Date, the outstanding principal amount of the Convertible Notes is US$137,475,000, which will need to be paid in cash to the Noteholders in the event the Redemption Put Option is exercised in full on 10 April 2016.
In light of the above, based on the Company's existing level of cash reserves, and assuming that the Company is unable to secure additional cash financing (whether debt or equity), the Board was concerned that the Company may face serious difficulties operating as a going concern if the Redemption Put Option was exercised in full on 10 April 2016.
The Company’s major source of revenue is its conventional oil production. The current downturn in commodity prices, including a significant reduction in the price of oil, has severely impacted the Company’s free cash flow available to service its debt. The Company has been working to restructure its balance sheet to a sustainable capital structure in this oil price environment. The amendments to the terms of the Convertible Notes are an important step in this restructuring. In view of the imminent Put Option Date of 10 April 2016, the Company has therefore sought to negotiate the Proposed Amendments, which included the removal of the said Redemption Put Option, with the Noteholders.
The Board is of the view that the Proposed Amendments, if approved, in particular, the removal of the existing Redemption Put Option, coupled with the Proposed Amendment relating to the reduction of the interest coupon to 0% from 10 October 2015, will greatly alleviate the Company’s financial situation and give the Company greater flexibility in managing its cash resources.
In consideration of the above Proposed Amendments relating to the removal of the Redemption Put Option and the reduction of the interest coupon, which are beneficial to the Company but not to the advantage of Noteholders, the Company has proposed to reset the Conversion Price from S$0.77 (as at the Latest Practicable Date) to the First Reset Price of S$0.12105, which more closely represents the Company’s prevailing Share price. In addition, the Company has also
proposed to give Noteholders a new option to require the Company to direct up to 50% of the cash from Asset Sale Proceeds, pro rata, towards the redemption of the then-Outstanding Convertible Notes at their principal outstanding amount (with accrued unpaid interest, if any), subject to certain conditions (as described in paragraph 2.2).
The Conversion Price will be further reset on the Second Reset Date if the Average WAP (Second Reset) is lower than the First Reset Price. If the Average WAP (Second Reset) is equal to or higher than the First Reset Price, there will be no effective reset of the Conversion Price on the Second Reset Date as the Conversion Price will remain at the First Reset Price. If the Average WAP (Second Reset) is lower than the First Reset Price, the Conversion Price will be further reset to the Average WAP (Second Reset). Such a formula for a further reset of the Conversion Price was intended to incentivise the Noteholders to grant their approval of the Proposed Amendments (which are otherwise not to the Noteholders' benefit), as the Second Reset Price, pegged to the Average WAP (Second Reset), will more closely represent the Company's Share price at such future point in time.
As at the Latest Practicable Date, Rule 8.3.3 of SGX-ST’s trading rules limits the minimum bid size to S$0.001, for orders made via the SGX-ST’s designated electronic trading system for the automatic matching of orders for transactions on the SGX-ST, for shares which are trading below S$0.20 per share. Based on Rule 8.3.3, it will not be possible for the trading price of a Share on the SGX-ST to be lower than S$0.001. Accordingly, the lowest Average WAP (Second Reset), and hence the lowest Second Reset Price, theoretically will be S$0.001.
The Company considers the likelihood of the trading price of an issuer listed on the Main Board of the SGX-ST to fall to S$0.001 without a trading halt or trading suspension to be low. Having said that, it remains a theoretical possibility. This is regardless of whether the Proposed Amendments are effected.
Thus, Shareholders should note that if the trading price of a Share on or around the Second Reset Date reaches such a low level, a conversion of Notes based on the Average WAP (Second Reset) will cause very significant dilution of then-existing Shareholders. An illustration of the dilutive effect of conversions at the First Reset Price and the lowest Second Reset Price, respectively, is set out at paragraph 2.5.
2.4 Financial Effects
For illustrative purposes only, the financial effects of the Proposed Amendments on selected financial information of the Group are as set out below. The said financial effects are for illustrative purposes only and do not reflect the actual or probable financial position of the Group following the approval of the Proposed Amendments.
The said financial effects have been prepared based on the FY2015 Financial Statements, and take into account the following assumptions:
(a) the Proposed Amendments were effective immediately prior to 30 June 2015. As the
reference date is 30 June 2015, please note that this illustration does not take the Placement into account;
(b) the US$:A$ exchange rate was US$1:A$1.30633 for the published audited consolidated
financial statements of the Group for FY2015.
(c) Noteholders holding 100% of the Outstanding Convertible Notes have exercised their
Conversion Rights at the same time immediately prior to 30 June 2015. The FY2015 Financial Statements were based on outstanding principal amount of the Convertible Notes as at 30 June 2015 of US$133,300,000;1
1 As explained on page 104 of the Company's Annual Report for FY2015, the outstanding principal amount of the Convertible Notes as at 30 June 2015 should have been US$137,475,000 (instead of US$133,300,000). Please refer to page 104 of the Company's Annual Report for FY2015 for details of the miscalculation.
(d) Scenario X: Based on the outstanding principal amount of the Convertible Notes of US$137,475,000 as at the Latest Practicable Date, the Company issued an aggregate of 1,599,184,609 new Conversion Shares on 30 June 2015 based on the First Reset Price of S$0.12105 in satisfaction of the Conversion Rights exercised by the converting Noteholders and a fixed exchange rate of US$1:S$1.40812; and
(e) Scenario Y: Based on the outstanding principal amount of the Convertible Notes of
US$137,475,000 as at the Latest Practicable Date, the Company issued an aggregate of 193,581,297,000 new Conversion Shares on 30 June 2015 based on a lowest Second Reset Price of S$0.001 in satisfaction of the Conversion Rights exercised by the converting Noteholders and a fixed exchange rate of US$1:S$1.40812.
Effect on the Group's NTA and NTA per Share for FY2015 As at 30 June
2015 Conversion Shares After Issuance of
Scenario X Scenario Y
NTA (A$'000) (223,537,000)(1) (49,402,000)(2) (49,402,000)(2)
NTA per Share (A$) (0.3629)(3) (0.02230)(4) (0.00025)(5)
Notes:
(1) Based on the Group’s net assets of A$30,654,000 less the Group’s intangible assets of A$254,191,000, as at 30 June 2015.
(2) Based on the Group’s net tangible liabilities of A$223,537,000 plus the outstanding principal amount of the Convertible Notes of A$174,135,000 (as stated in the FY2015 Financial Statements), as at 30 June 2015.
(3) Based on the total number of issued Shares of 615,966,776 as at 30 June 2015.
(4) For Scenario X: Based on the total number of issued Shares of 615,966,776 as at 30 June 2015, plus 1,599,184,609 new Conversion Shares (issued on 30 June 2015), which amounts to 2,215,151,385 as at 30 June 2015, taking into account the Conversion Shares.
(5) For Scenario Y: Based on the total number of issued Shares of 615,966,776 as at 30 June 2015, plus 193,581,297,000 new Conversion Shares (issued on 30 June 2015), which amounts to 194,197,263,776as at 30 June 2015, taking into account the Conversion Shares.
Effect on the Group's net profit / (loss) and EPS for FY2015 As at 30 June
2015 Conversion Shares After Issuance of
Scenario X Scenario Y
Net Profit / (Loss)
(A$'000) (292,832,000) (292,832,000)
(1) (292,832,000)(1)
EPS (A$) (0.4926)(2) (0.13349)(3) (0.00151)(4)
Notes:
(1) In computing the Group’s net loss, the Company did not exclude the foreign exchange impact of the US$-denominated Convertible Notes as the foreign exchange impact is calculated on a monthly basis and removing it would not be indicative of the Company’s financial position as at 30 June 2015.
(2) Based on the weighted average number of issued Shares for FY2015of 594,411,730.
(3) Scenario X: Based on the weighted average number of issued Shares for FY2015 of 594,411,730 plus 1,599,184,609 new Conversion Shares (issued on 30 June 2015), which amounts to 2,193,596,339.
(4) Scenario Y: Based on the weighted average number of issued Shares for FY2015 of 594,411,730 plus 193,581,297,000 new Conversion Shares (issued on 30 June 2015) which amounts to 194,175,708,730.
Effect on the Group's gearing ratio for FY2015
As at 30 June 2015 After Issuance of Conversion Shares (both Scenarios X and Y)
Gearing Ratio 97%(1) 71%(2)
Notes:
(1) Based on total debt of approximately A$657,677,000 and total debt plus Shareholders' equity of A$678,281,000.
(2) Based on the total debt of approximately A$483,542,000 and total debt plus Shareholders' equity of approximately A$678,281,000.
2.5 Dilution Effect of Issue of Conversion Shares under the Proposed Amendments
The table below illustrates the dilution impact on the total number of issued Shares in the Company, in the event all of the Outstanding Convertible Notes are converted in accordance with the Proposed Amendments on the Latest Practicable Date, based on:
(a) Scenario X: the First Reset Price of S$0.12105; and
(b) Scenario Y: a lowest Second Reset Price of S$0.001:
No. of Shares No. of Shares in issue as at the Latest
Practicable Date 639,966,776
Outstanding principal amount of the Convertible Notes at as the Latest Practicable Date
US$137,475,000
Scenario X:
New Shares issued on Conversion of
Outstanding Convertible Notes 1,599,184,609
Total number of Shares in issue following
Conversion 2,239,151,385
Dilution Impact Approximately 71.4%
Scenario Y:
New Shares issued on Conversion of
Outstanding Convertible Notes 193,581,297,000
Total number of Shares in issue following
Conversion 194,221,263,776
3.
THE PROPOSED SHARE CONSOLIDATION
3.1 Details of the Proposed Share ConsolidationThe Company is seeking the approval of Shareholders by ordinary resolution at the EGM to undertake the Proposed Share Consolidation pursuant to which the Company will consolidate every six (6) Shares into one (1) Consolidated Share, fractional entitlements to be rounded down to the nearest whole Consolidated Share. For the avoidance of doubt, all fractional entitlements resulting from the Proposed Share Consolidation will therefore be disregarded. Affected Shareholders will not be paid for any fractions of a Consolidated Share which are disregarded. Accordingly, if the Proposed Share Consolidation is approved at the EGM, every six (6) Shares registered in the name of each Shareholder (not being a depositor) as reflected in the Register of Members on the Record Date (at 5:00 p.m.) will be consolidated to constitute one (1) Consolidated Share, fractional entitlements to be rounded down to the nearest whole Consolidated Share. For depositors who hold Shares through Securities Accounts with the CDP, as the CDP is a registered Shareholder as reflected in the Register of Members, CDP will arrange for every six (6) Shares standing to the credit of such depositors’ Securities Accounts on the Record Date (at 5:00 p.m.) to be reflected as being consolidated into one (1) Consolidated Share, fractional entitlements to be rounded down to the nearest whole Consolidated Share.
The Proposed Share Consolidation, if approved, will take effect on the Effective Trading Date. Once issued, each Consolidated Share will rank pari passu in all respects with each other and the then-existing Shares.
The Consolidated Shares will begin trading in board lots of 100 Consolidated Shares on the Effective Trading Date.
Shareholders should note that the number of Consolidated Shares to which they will be entitled resulting from the Proposed Share Consolidation, will be based on their holdings of Shares as reflected in the Register of Members on the Record Date (at 5:00 p.m.), fractional entitlements to be rounded down to the nearest whole Consolidated Share. For the avoidance of doubt, all fractional entitlements resulting from the Proposed Share Consolidation will therefore be disregarded. Affected Shareholders will not be paid for any fractions of a Consolidated Share which are disregarded.
As at the Latest Practicable Date, the total number of issued Shares is 639,966,776. On the assumptions that there will be no new Shares issued by the Company up to the Record Date and no fractions of Consolidated Shares will result from the Proposed Share Consolidation, following the implementation of the Proposed Share Consolidation, the total number of issued Shares in the Company will be 106,661,129 Consolidated Shares.
The Proposed Share Consolidation will not involve the diminution of any liability in respect of unpaid capital or the payment to any Shareholder of any paid-up capital of the Company, and has no effect on the Shareholders’ equity of the Group. Shareholders will not be required to make any payment to the Company in respect of the Proposed Share Consolidation.
3.2 Rationale for the Proposed Share Consolidation
On 1 August 2014, the Monetary Authority of Singapore and the Singapore Exchange Limited jointly announced that from March 2015, all issuers listed on the Main Board of the SGX-ST would be given a one-year transition period to comply with a listing requirement that their Six (6)-Month VWAP be maintained at a minimum trading price of S$0.20. The MTP Requirement was introduced to improve the overall quality and attractiveness of the securities market in Singapore, as well as to curb excessive speculation and market manipulation. On 10 February 2015, the Singapore Exchange Limited further announced that the MTP Requirement would be introduced with effect from 2 March 2015, with issuers to be assessed for compliance with the MTP Requirement from 1 March 2016.
Issuers that fail to fulfil the MTP Requirement at the first review date on 1 March 2016 or any of the subsequent quarterly reviews will be placed on the Watch-list. The assessment of whether the Company has met the MTP Requirement will be based on the Six (6)-Month VWAP of the Shares
for the six (6) months preceding the relevant date of review. Issuers placed on the Watch-list on or after 1 March 2016 will have a 36-month period to exit from the Watch-list. Issuers who fail to exit from the Watch-list will be subject to delisting in accordance with the listing rules of the SGX-ST. Pursuant to a news release dated 3 December 2015, the Singapore Exchange Limited has given all issuers who have carried out a share consolidation exercise prior to 1 March 2016 a six-month extension of time, such that their first review date will be on 1 September 2016, instead of 1 March 2016.
An issuer placed on the Watch-list solely for failing to fulfil the MTP Requirement will remain on the Watch-list for a minimum term of six (6) months before it can be considered for removal. Review for removal from the Watch-list based on the MTP Requirement takes place on a quarterly basis on the review dates (i.e. first market day of March, June, September and December of each year). The issuer is not required to apply for removal, and the issuer will be notified of its removal from the Watch-list, upon receipt of which, it shall make a relevant announcement via SGXNET. Thus, an issuer will be removed from the Watch-list if the Six (6)-Month VWAP of its shares for the six (6) months preceding the relevant date of review (after the expiry of the said minimum term) is at least S$0.20. Following the issuer’s exit from the Watch-list, it will not be considered for re-entry into the Watch-list within the next six (6) months based on the MTP Requirement.
The highest and lowest closing market prices and the transacted volume of the Shares traded on the SGX-ST for each of the past six (6) calendar months from 1 July 2015 to 31 December 2015 and from 1 January 2016 to 22 January 2016, being the Latest Practicable Date, are as follows:
Highest Price
(S$) Lowest Price (S$) Volume of traded Shares ('000) (daily average)
July 2015 0.225 0.135 1,991 August 2015 0.154 0.079 774 September 2015 0.147 0.094 557 October 2015 0.197 0.1 1,012 November 2015 0.25 0.115 3,374 December 2015 0.210 0.096 7,231
January 2016 (up to and including the Latest Practicable Date)
0.102 0.071 13,202
Source: http://www.sgx.com/
Based on the Share price for the six (6) calendar months from 1 July 2015 to 31 December 2015, the Six (6)-Month VWAP of the Shares was approximately S$0.145, which is below the MTP Requirement of S$0.20. For illustrative purposes, assuming the Proposed Share Consolidation was effected, based on a 6-to-1 consolidation, the theoretical adjusted Six (6)-Month VWAP of the Consolidated Shares would be S$0.87.
In light of the above, the Company proposes to undertake the Proposed Share Consolidation to comply with the MTP Requirement.
3.3 Conditions for the Proposed Share Consolidation The Proposed Share Consolidation is subject to:
(a) the approval of the SGX-ST for the dealing in, listing of and quotation for the Consolidated
Shares on the SGX-ST; and
(b) the approval of Shareholders for the Proposed Share Consolidation.
On 28 January 2016, the Company announced that it had obtained in-principle approval from the SGX-ST for the listing of, dealing in, and quotation for all the Consolidated Shares arising from the Proposed Share Consolidation subject to, inter alia, Shareholders' approval at an EGM to be convened. Shareholders should note that the in-principle approval of the SGX-ST is not to be taken as an indication of the merits of the Proposed Share Consolidation, the Consolidated
3.4 Updating of Register of Members and Depository Register for the Consolidated Shares If Shareholders at the EGM approve the Proposed Share Consolidation, entitlements to the Consolidated Shares will be determined on the Record Date, and the Register of Members and the Depository Register will then be updated to reflect the number of Consolidated Shares held by Shareholders and depositors, respectively. Depositors who hold Shares through the CDP will not be required to take any action in respect of such Shares held through CDP, as the CDP will make the necessary arrangements on its end. Shareholders who hold physical share certificates should consider the following actions:
(a) Deposit of Share Certificates with CDP
Shareholders who hold Old Share Certificates in their own names and who wish to deposit the same with CDP and have their Consolidated Shares credited to their Securities Accounts maintained with CDP must deposit their Old Share Certificates with CDP, together with duly executed instruments of transfer in favour of CDP, no later than 12 Market Days prior to the Record Date. After the Record Date, CDP will not accept any Old Share Certificates for deposit.
After the Record Date, CDP will only accept the deposit of New Share Certificates and Shareholders who wish to deposit their Old Share Certificates with CDP must first deliver their Old Share Certificates to the Share Registrar for cancellation and issuance of New Share Certificates in replacement thereof as described in sub-paragraph (b) below.
(b) Issue of New Share Certificates
Shareholders who have deposited their Old Share Certificates with CDP at least 12 Market Days prior to the Record Date need not take any further action. The Company will make arrangements with CDP to effect the exchange for New Share Certificates pursuant to the Proposed Share Consolidation.
Shareholders who have not deposited their Old Share Certificates with CDP as aforesaid or who do not wish to deposit their Old Share Certificates with CDP are advised to forward all their Old Share Certificates to the Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, during normal business hours (9:00 a.m. to 5:00 p.m., Mondays to Fridays) and Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001, Australia during normal business hours (9:00 a.m. to 5:00 p.m. Mondays to Fridays, Sydney time) preferably, not later than five (5) Market Days after the Record Date for cancellation and exchange for New Share Certificates. No receipt will be issued by the Share Registrar for the receipt of any Old Share Certificates.
The New Share Certificates will be sent by ordinary mail or registered mail (at the election of the relevant Shareholder) to the registered addresses of the relevant Shareholders at their own risk within 10 Market Days after the Record Date or the date of receipt of the Old Share Certificates, whichever is the later.
Shareholders shall deliver their respective Old Share Certificates to the Share Registrar in accordance with the provisions set out above, only after the Company's announcement of the Record Date.
Shareholders should note that New Share Certificates will not be issued to Shareholders unless their Old Share Certificates have already been tendered to the Share Registrar for cancellation.
Shareholders should notify the Share Registrar if they have lost any of their existing Old Share Certificates or if there is any change in their respective addresses from that reflected
in the Register of Members.
(c) Share Certificates Not Valid for Settlement of Trades on the SGX-ST
Shareholders who hold Old Share Certificates are reminded that their Old Share Certificates are not valid for settlement of trading in the Consolidated Shares on the SGX-ST as the Shares are traded under a book-entry (scripless) settlement system, but will continue to be accepted for cancellation and issue of New Share Certificates in replacement thereof for an indefinite period by the Share Registrar. The New Share Certificates will not be valid for delivery for trades done on the SGX-ST although they will continue to be prima facie evidence of legal title to Consolidated Shares.
3.5 Trading Arrangements for the Shares and Odd Lots
(a) Trading Arrangements for the Shares
Subject to the approval for the Proposed Share Consolidation by Shareholders at the EGM, with effect from 9:00 a.m. on the Effective Trading Date, trading in the Shares will be in board lots of 100 Consolidated Shares. Accordingly, six (6) Shares as reflected in the Register of Members on the Record Date (at 5:00 p.m.), being the Market Day immediately preceding the Effective Trading Date, will represent one (1) Consolidated Share, such that trading in Consolidated Shares will commence with effect from 9:00 a.m. on the Effective Trading Date. Trading in the Shares on a pre-consolidated basis will cease after 5:00 p.m. on the Market Day immediately preceding the Effective Trading Date.
(b) Trading Arrangements for Odd Lots
The Shares are currently traded in board lots of 100 Shares. Following the implementation of the Proposed Share Consolidation, Shareholders may end up with, and the Securities Accounts of depositors maintained with CDP may be credited with, odd lots of Consolidated Shares (that is, lots other than board lots of 100 Consolidated Shares). Depositors who receive odd lots of Consolidated Shares pursuant to the Proposed Share Consolidation and who wish to trade in such odd lots on the SGX-ST can trade with a minimum size of one (1) Consolidated Share on the SGX-ST's unit share market. The unit share market will enable trading in odd lots in any quantity less than one (1) board lot of the underlying shares. The market for trading of such odd lots of Consolidated Shares may be illiquid.
Shareholders who wish to trade on the unit share market should contact their own stockbroker, bank manager, or other professional adviser for details on how to do so. 3.6 Financial Effects
For illustrative purposes only and based on the latest audited consolidated financial statements of the Group for FY2015, the financial effects of the Proposed Share Consolidation on the Company and the Group are set out below. The financial effects of the Proposed Share Consolidation are purely for illustrative purposes only and are neither indicative of the actual financial effects of the Proposed Share Consolidation on share capital, NTA per Share, EPS and gearing, nor do they represent the future financial performance and/or position of the Company and the Group immediately after the completion of the Proposed Share Consolidation.
The said financial effects of the Proposed Share Consolidation have been prepared based on the following assumptions:
(a) the computation does not take into account any expenses that may be incurred in relation
(b) for the purposes of illustrating the financial effects of the Proposed Share Consolidation on share capital, gearing and NTA per Share, it is assumed that the Proposed Share Consolidation had been completed on 30 June 2015. For the purposes of illustrating the effect on NTA per Share, the NTA per Share is computed based on the 615,966,776 Shares in issue (the Company does not have treasury shares) as at 30 June 2015. As the reference date is 30 June 2015, please note that this illustration does not take the Placement into account;
(c) for the purposes of illustrating the financial effects of the Proposed Share Consolidation on
the EPS of the Group, it is assumed that the Proposed Share Consolidation had been completed on 1 July 2014, and the EPS of the Group is computed based on the weighted average of 594,411,730 Shares in issue from 1 July 2014 to 30 June 2015;
(d) there will be no fractions of Consolidated Shares arising from the Proposed Share
Consolidation;
(e) for Scenario A: it is assumed that the Proposed Amendments were effected on 30 June
2015, Noteholders holding 100% of the Outstanding Convertible Notes had exercised their Conversion Rights at the same time immediately prior to 30 June 2015, and the Company has issued an aggregate of 1,438,537,794 new Conversion Shares immediately prior to 30 June 2015 based on the First Reset Price of S$0.12105 in satisfaction of the Conversion Rights exercised by the converting Noteholders. Pursuant to the Proposed Amendments, the exchange rate for determining the number of Conversion Shares to be issued is fixed at US$1:S$1.40812; and
(f) for Scenario B: it is assumed that the Proposed Amendments were not approved and
therefore not effected.
Effect on Share Capital
Before the Proposed
Share Consolidation After the Proposed Share Consolidation Scenario A Scenario B A$
('000) Shares No. of ('000) A$ No. of Shares ('000) A$ No. of Shares Issued
and paid-up share capital
431,169 615,966,776 605,304 342,417,428 431,169 102,661,129
Effect on the Group's NTA and NTA per Share for FY2015 Before the Proposed
Share Consolidation After the Proposed Share Consolidation Scenario A Scenario B
NTA (A$'000) (223,537)(1) (49,402)(2) (223,537)(1)
NTA per
Share (cents) (0.3629)
(3) (0.1443)(4) (2.1774)(5)
Notes:
(1) Based on the Group’s NTA of A$30,654,000 less the Group’s intangible assets of A$254,191,000 as at 30 June 2015.
(2) Based on the Group’s net tangible liabilities of A$223,537,000 plus the outstanding principal amount of the Convertible Notes as at 30 June 2015 of A$174,135,000 (as stated in the FY2015 Financial Statements).
(3) Based on the total number of issued Shares of 615,966,776 as at 30 June 2015.
(4) Based on the total number of issued Consolidated Shares of 342,417,428 as at 30 June 2015, taking into account the Conversion Shares.
Effect on the Group's net profit / (loss) and EPS for FY2015 Before the Proposed
Share Consolidation After the Proposed Share Consolidation Scenario A Scenario B Net Profit / (Loss) (A$'000) (292,832)(1) (292,832)(1) (292,832)(1) EPS (cents) (0.4926)(2) (0.8643)(3) (2.956)(4) Notes:
(1) In computing the Group’s net loss, the Company did not exclude the foreign exchange impact of the US$-denominated Convertible Notes as the foreign exchange impact is calculated on a monthly basis and removing it would not be indicative of the Company’s financial position as at 30 June 2015.
(2) Based on the weighted average number of issued Shares for FY2015of 594,411,730.
(3) Based on the weighted average number of issued Shares for FY2015 of 338,824,921, taking into account the Conversion Shares.
(4) Based on the weighted average number of issued Consolidated Shares for FY2015of 99,068,622. Effect on the Group's gearing ratio for FY2015
Before the Proposed
Share Consolidation After the Proposed Share Consolidation Scenario A Scenario B
Gearing Ratio 97%(1) 71%(2) 97%(1)
Notes:
(1) Based on the total debt of approximately A$657,677,000 and total debt plus Shareholders' equity of A$678,281,000.
(2) Based on the total debt of approximately A$483,542,000 and total debt plus Shareholders' equity of approximately A$678,281,000.
3.7 Adjustments to the Conversion Price of the Convertible Notes
As at the Latest Practicable Date, the outstanding principal amount of the Convertible Notes is US$137,475,000. Pursuant to the Terms and Conditions, the Proposed Share Consolidation will constitute an event giving rise to adjustments to the Conversion Price.
The adjustment to the Conversion Price of the Convertible Notes will not result in any material impact on the share capital of the Company, NTA per Share and EPS.
In accordance with the existing Terms and Conditions (which is not the subject of the Proposed Amendments), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Trading Date by the following fraction:
A B
where:
A is the aggregate number of Shares in issue immediately before the Effective Trading Date; and B is the aggregate number of Consolidated Shares in issue on the Effective Trading Date. The adjustment will be effective on the Effective Trading Date. The Company will announce the adjusted Conversion Price in due course following the Share Consolidation.
4.
INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS
None of the Directors, and to the best of the Directors' knowledge, none of the Controlling Shareholders of the Company, has any interest, direct or indirect, in the Proposals.5.
DIRECTORS’ RECOMMENDATIONS
The Directors recommend that the Shareholders vote in favour of Resolutions 1 and 2 in relation to the Proposals.
6.
EXTRAORDINARY GENERAL MEETING
The EGM will be held on 26 February 2016 at 1.30 p.m. in Singapore, with a video link to Brisbane, for the purpose of considering and, if thought fit, passing with or without modification, Resolutions 1 and 2 as set out in the Notice of EGM, which is set out on page 21 of this Circular. 7.
ACTION TO BE TAKEN BY SHAREHOLDERS
7.1 Appointment of Proxies
If a Shareholder is unable to attend the EGM and wishes to appoint a proxy to attend and vote on his behalf, he should complete, sign and return the attached Proxy Form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach the Share Registrar’s office at Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place, #32-01, Singapore Land Tower, Singapore not later than 48 hours before the time appointed for the EGM. The completion and return of the Proxy Form by a Shareholder will not prevent him from attending and voting in person at the EGM if he so wishes. An appointment of a proxy or proxies shall be deemed to be revoked if a Shareholder attends the EGM in person and, in such event, the Company reserves the right to refuse to admit any person or persons appointed under the Proxy Form at the EGM.
7.2 When Depositor entitled to attend EGM
In accordance with the constitution of the Company, unless CDP specifies otherwise in a written notice to the Company, CDP shall be deemed to have appointed as CDP's proxies each of the depositors who are individuals and whose names are shown in the records of CDP, as at a time not earlier than 48 hours prior to the time of the EGM, supplied by CDP to the Company. Therefore, depositors who are individuals can attend and vote at the EGM without the lodgement of any proxy form. Depositors who cannot attend the EGM personally may enable their nominees to attend as CDP’s proxies. Depositors who are not individuals can only be represented at the EGM of our Company if their nominees are appointed by CDP as CDP's proxies. Proxy forms appointing nominees of depositors as proxies of CDP would need to be executed by CDP as member and must be deposited at the specified place and within the specified time frame to enable the nominees to attend and vote at the relevant EGM.
A Depositor shall not be entitled to attend the EGM and to speak and vote thereat unless his name appears on the Depository Register at least 48 hours before the EGM.
8.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this Circular constitutes full and true disclosure of all material facts about the Proposals, the Company and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this Circular misleading. Where information in this Circular has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to
ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Circular in its proper form and context.
9.
DOCUMENTS FOR INSPECTION
Copies of the following documents are available for inspection by Shareholders at the registered office of the Company at Smellie & Co Building, 32 Edward Street, Brisbane, Queensland, 4000, Australia, during normal business hours, upon giving notification of their intent to do so, from the date of this Circular up to and including the date falling three (3) months after the date of this Circular:
(a) the constitution of the Company; and
(b) the annual report of the Company for FY2015.
Yours faithfully, For and on behalf of the Board of Directors of LINC ENERGY LTD
Craig Ricato
CEO and Managing Director 3 February 2016
NOTICE OF EXTRAORDINARY
GENERAL MEETING
LINC ENERGY LTD
(Incorporated in the Commonwealth of Australia) (Australian Company Number: 076 157 045)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting ("EGM") of Linc Energy Ltd (the "Company") will be held at Orchard Room, Level 4, Raffles City Convention Centre, 80 Bras Basah Road, Singapore on Friday, 26 February 2016 at 1.30pm for the purpose of considering and, if thought fit, passing (with or without modifications), the ordinary resolutions as set out below.
Unless herein defined, all capitalised terms used in this Notice of EGM shall have the meanings ascribed to them in the circular issued by the Company to the shareholders of the Company (the "Shareholders") dated 3 February 2016 (the "Circular").
RESOLUTION 1: APPROVAL FOR THE PROPOSED AMENDMENTS TO THE TERMS
AND CONDITIONS OF THE CONVERTIBLE NOTES
(ORDINARY RESOLUTION)
To consider and, if thought fit, to pass the following as an ordinary resolution:
"That approval be and is hereby given for the Proposed Amendments, on the terms as set out in the Circular, and for the Company to allot and issue such number of new Shares as may be required or permitted to be allotted or issued on the conversion of the Convertible Notes, to any party or parties on the conversion thereof, subject to and in accordance with the terms and conditions of the Convertible Notes, as amended or modified from time to time, and the directors of the Company and each of them be and are/is hereby authorised to perform, complete and do all such acts and things (including approving, amending, modifying, supplementing and executing all such documents including, without limitation, any document in connection with the Proposed Amendments, as may be required), as they and/or he may consider necessary, desirable or expedient or in the interests of the Company to give effect to the Proposed Amendments and this resolution."
RESOLUTION 2: APPROVAL FOR THE PROPOSED SHARE CONSOLIDATION
(ORDINARY RESOLUTION)
To consider and, if thought fit, to pass the following as an ordinary resolution:
"Subject to compliance with all relevant procedures and pursuant to section 254H of the Corporations Act (Cth) 2001 and for all other purposes, that approval be and is hereby given for:
(i) the consolidation of every six (6) existing Shares held by Shareholders, as reflected in the
Register of Members of the Company on 8 March 2016 (at 5:00 p.m.) (Singapore time) ("Record Date"), into one (1) Consolidated Share in the manner set out in the Circular, and the number of Consolidated Shares to which each Shareholder is entitled resulting from the Proposed Share Consolidation, based on their holdings of Shares as at the said Record Date, shall be rounded down to the nearest whole Consolidated Share. For the avoidance of doubt, all fractional entitlements to Consolidated Shares will therefore be disregarded and affected Shareholders will not be paid for any fractions of a Consolidated Share which are disregarded;
(ii) the said share consolidation shall come into legal effect on 9 March 2016; and
(iii) the Directors or any one of them to complete and do all such acts and things (including without
limitation, to execute all such documents and to approve any amendments, alteration or modification to any documents) as the Directors or any one of them may consider necessary, desirable or expedient to give effect to the Proposed Share Consolidation and this resolution."
By Order of the Board
Janelle van de Velde Company Secretary 3 February 2016
Notes:
(1) A Shareholder entitled to attend and vote at the EGM may appoint not more than two (2) proxies to attend and vote in his/her stead. A Shareholder which is a corporation is entitled to appoint its authorised representative or proxy to vote on its behalf. A proxy need not be a Shareholder.
(2) If a proxy is to be appointed, the instrument appointing a proxy must be duly deposited at the Share Registrar’s office at Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place, #32-01, Singapore Land Tower, Singapore not later than 48 hours before the time appointed for the holding of the EGM.
(3) The instrument appointing a proxy must be signed by the appointer or his attorney duly authorised in writing. Where the instrument appointing a proxy is executed by a corporation, it must be executed either under its common seal or under the hand of any officer or attorney duly authorised.
(4) A Depositor’s name must appear on the Depository Register maintained by The Central Depository (Pte) Limited as at 48 hours before the time fixed for holding the EGM in order for the Depositor to be entitled to attend and vote at the EGM.
(5) In line with the listing rules of the SGX-ST, the Company shall conduct voting on all resolutions to be proposed at the EGM by way of poll.
