ACCENT RESOURCES NL Level 10, 530 Collins Street, Melbourne, 3000
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 3)9670 0888.
Notice of Annual General Meeting (setting out the proposed Resolutions) Explanatory Statement (explaining the proposed Resolutions)
Glossary
Annexure A - Notice of Nomination of Auditor Proxy Form
T I ME AN D P LA C E O F ME E T I NG A ND H O W TO VO T EThe Annual General Meeting of the Shareholders of Accent Resources NL which this Notice of Annual General Meeting relates to will be held at Shine Wing Australia Pty Ltd, Level 10, 530 Collins Street, Melbourne on Wednesday, 25 November 2015 at 2.30pm AEDT.
To vote in person, attend the Annual General Meeting on the date and at the 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:
each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member 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.
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 Meeting. Broadly, the changes 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 is 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:
the proxy is not recorded as attending the meeting;
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.
Notice is given that the Annual General Meeting of Shareholders of Accent Resources
N.L. (ABN 67 113 025 808) (Company) will be held at Shine Wing Australia Pty Ltd, Level 10, 530 Collins Street, Melbourne on Wednesday, 25 November 2015 at 2.30pm AEDT. 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 of the Company at 7.00pm AEDT on 23rd November 2015.
The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered at the Meeting.
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FINANCIAL STATEMENTS AND REPORTS
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 director's 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 either of the following persons:
a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
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:
the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
the voter is the Chair and the appointment of the Chair as proxy:
does not specify the way the proxy is to vote on this Resolution; and
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 - MR DIANZHOU HE
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
'That, for the purposes of rule 53 of the Constitution and for all other purposes Dianzhou He, a Director, retires by rotation, and being eligible, is re-elected as a Director.'
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RESOLUTION 3 - RE-ELECTION OF DIRECTOR - MR JUN SHENG LIANG
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
'That, for the purposes of rule 53 of the Constitution and for all other Jun Sheng Liang, a Director, retires by rotation, and being eligible, is re-elected as a Director.'
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RESOLUTION 4 - APPOINTMENT OF AUDITORS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
'That, subject to the consent of ASIC to Crowe Horwath resigning, Deloitte Touche Tomatsu being qualified to act as auditor of the Company and having consented and been nominated in accordance with Section 328B(1) of the Corporations Act 2001, be appointed as auditor of the Company with immediate effect.'
- RESOLUTION 5 - APPROVAL OF 10% PLACEMENT CAPACITY
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FINANCIAL STATEMENTS AND REPORTS
In accordance with the Constitution and the Corporations Act, the business of the Annual General 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 Director's Report, the Remuneration Report and the Auditor's Report.
The Corporations Act does not require Shareholders to vote on the Annual Report. However, Shareholders attending the AGM will be given a reasonable opportunity:
to ask questions about, or make comments on, the annual financial report; and
to ask the Company's auditor or the auditor's representative questions relevant to:
the conduct of the audit;
the preparation and content of the Auditor's Report;
the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
the independence of the auditor in relation to the conduct of the audit.
Shareholders are encouraged to submit any questions that they may have regarding the above matters in writing (including by email) to the Company by no later than 5:00pm (AEDT) on 20 November 2015. This will allow the Company time to prepare and present a comprehensive response to Shareholders at the Annual General Meeting.
A Shareholder who is entitled to cast a vote at the Annual General Meeting may also submit a written question to the auditor if the question is relevant to:
the content of the Auditor's Report to be considered at the Annual General Meeting: or
the conduct of the audit of the Annual Report to be considered at the Annual General Meeting.
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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 a company or the directors of a 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.
- Proxy voting restrictions
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RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR DIANZHOU HE
Rule 53 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors (except a Managing Director) for the time being, or, if their number is not a multiple of 3, then the number nearest one-third, 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.
A Director who retires by rotation under rule 53 of the Constitution is eligible for re- election.
Pursuant to rule 53 of the Constitution, Mr Dianzhou He will retire by rotation at the Annual General Meeting and, being eligible, offers himself for re-election.
Mr He is the Chairman and President of Xingang Iron and Steel Company Limited of the Angang Group. He joined Xingang Iron and Steel Company after finishing his mining engineering studies in Baotou Iron and Steel University in 1985 and had further education in Huazhong University of Science and Technology where he was awarded an EMBA in 2005. He has been engaged in mining, iron making, steel production and overall company management over the last 26 years. Xingang Iron and Steel Company is a leading steel company in Henan Province of China with more than 6300 employees and a total annual steel production output of 4.5 million tonnes. The turnover in 2009/2011 was 9.6 billion in RMB. Mr He is also the chairman of Xingang Resources which is a subsidiary compant established in Hong Kong for Australian business. Xingang Resources is the largest shareholder in ACS through an on market bid early 2012.
The Directors of the Company, other than Mr Dianzhou He, unanimously recommend the re-election of Mr. Dianzhou He.
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RESOLUTION 3 - RE-ELECTION OF DIRECTOR - MR JUN SHENG LIANG
Rule 53 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors (except a Managing Director) for the time being, or, if their number is not a multiple of 3, then the number nearest one-third, 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.
A Director who retires by rotation under rule 53 of the Constitution is eligible for re- election.
Pursuant to rule 53 of the Constitution, Mr. Jun Sheng Liang will retire by rotation at the Annual General Meeting and, being eligible, offers himself for re-election.
Mr Liang is Managing Director of Rich Mark Development (Group) Pty Ltd. He has 25 years experience in international trade, including 11 years in COFCO, China's largest company, and 12 years in iron ore and steel trading.
The Directors of the Company, other than Mr Jun Sheng Liang, unanimously recommend the re-election of Mr Jun Sheng Liang.
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RESOLUTION 4 - APPOINTMENT OF AUDITORS
Crowe Horwath have been Auditors of the Company for a number of years. Directors would like to thank them for the work over the past years. The Directors have accepted the resignation of Crowe Horwath as Auditors of the Company, subject to the consent of the Australian Securities and Investment Commission.
The Directors propose that Deloitte Touche Tomatsu be appointed as Auditors of the Company. The notice of nomination of Deloitte Touch Tomatsu as Auditors of the Company has been provided to shareholders with the Notice of the AGM in accordance with Section 328B (1) of the Corporations Act 2001 (Annexure A).
If approved Deloitte Touche Tomatsu will commence as Auditors effective immediately.
Deloitte Touche Tomatsu have consented to act as Auditor of the Company.
- RESOLUTIONS 5 - APPROVAL OF 10% PLACEMENT FACILITY
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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.
The effect of Resolution 3 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 3 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.
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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:
is not included in the S&P/ASX 300 Index; and
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 of $ $23.5 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 Equity Securities on issue, being the Shares (ASX Code: ACS).
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:plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
plus the number of partly paid shares that became fully paid in the previous 12 months;
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
less the number of Shares cancelled in the previous 12 months.
is 10%.
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 3:
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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:
the date on which the price at which the Equity Securities are to be issued is agreed; or
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.
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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:
12 months after the date of this Meeting; and
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).
- Risk of voting dilution
There are currently 181,000,233 Shares on issue comprising: 181,000,233 existing Shares as at the date of this Notice of Meeting.
The issue price set out above is the closing price of the Shares on the ASX on 13th October 2015.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
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.
The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
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.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
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%.
To consider and, if thought fit, to pass, 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 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.'
This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at Shine Wing Australia Pty Ltd, Level 10, 530 Collins Street, Melbourne on Wednesday, 25 November 2015 at 2.30pm AEDT.
The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.
A written question to the auditor may only be submitted by giving the question to the Company (attention: the Company Secretary) by no later than 5.00 pm (AEDT) on 19 November 2015, which the Company will then pass on to the auditor. The
Company will allow a reasonable opportunity for the auditor's representative to answer the written questions submitted to the auditor.
The Company will make available to Shareholders attending the Annual General Meeting copies of the list of Shareholder questions presented to the auditor, which the auditor considers relevant.
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.
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.
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 3 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 7.1A2) | Dilution | |||
Issue Price (per Share) | $ 0.065 50% decrease in Issue Price | $ 0.13 Issue Price | $0.26 100% increase in Issue Price | |
181,000,233.00 (Current Variable A) | Shares issued | 18,100,023 Shares | 18,100,023 Shares | 18,100,023 Shares |
Funds raised | $1.18m | $2.35m | $4.71m | |
271,500,349.50 (50% increase in Variable A) | Shares issued | 27,150,035 Shares | 27,150,035 Shares | 27,150,035 Shares |
Funds raised | $1.76m | $3.53m | $7.06m | |
362,000,466.00 (100% increase in Variable A) | Shares issued | 36,200,047 Shares | 36,200,047 Shares | 36,200,047 Shares |
Funds raised | $2.35m | $4.71m | $9.41m |
*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. Variable A is calculated in accordance with Listing Rule 7.1A.2 which provides A equals the number of fully paid ordinary securities on issue 12 months ago, plus the number of fully paid ordinary securities issued in the past 12 months under an exception in Listing Rule 7.2, plus the number of partly paid ordinary securities that became fully paid in the past 12 months, plus the number of fully paid ordinary securities issued with shareholder approval, less the number of fully paid ordinary securities cancelled in the past 12 months.
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