Notice of General Meeting
January 29 2009 - 4:44AM
UK Regulatory
TIDMZRL
RNS Number : 4484M
Zambezi Resources Ltd
29 January 2009
?
29 January 2009
Zambezi Resources Limited (AIM: ZRL)
Notice of General Meeting
Notice is hereby given that a General Meeting of the shareholders of Zambezi
Resources Limited ("Company") will be held at Canon's Court, 22 Victoria Street,
Hamilton HM12, Bermuda on 9 March 2009 at 9.00am Atlantic Daylight Time (ADT),
for the purpose of transacting the following business referred to in this Notice
of General Meeting.
An Explanatory Memorandum containing information in relation to the following
Resolutions accompanies this Notice of Meeting and is available on the Company
website www.zambeziresources.com.
Resolution 1 - Approval of Increase to Authorised Share Capital
To consider, and if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purpose of Bye-Law 41 and for all other purposes, approval is
given for the authorised share capital of the Company to be increased from
GBP5,000,000 divided into 500,000,000 ordinary shares of par value GBP0.01 each
into GBP15,000,000 divided into 1,500,000,000 ordinary shares of par value
GBP0.01 each."
Resolution 2 - Ratification of Placement ("Tranche 1")
To consider, and if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purpose of Listing Rule 7.4 and for all other purposes, the
Company ratify the allotment and issue of 29,000,000 fully paid ordinary shares
in the capital of the Company at an issue price of AUD$0.02 each to Astron
Limited on [ ] January 2009 on the terms and conditions set out in the
Explanatory Memorandum."
Resolution 3 - Approval of Placement ("Tranche 2")
To consider, and if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That subject to the passing of resolutions 1 and 2, and for the purpose of
Listing Rule 7.1 and for all other purposes, approval is given for the directors
of the Company to allot and issue 171,000,000 fully paid ordinary shares in the
capital of the Company at an issue price of AUD$0.02 each to Astron Limited on
the terms and conditions set out in the Explanatory Memorandum."
Resolution 4 - Approval of Issue of Convertible Note and Shares under the
Convertible Note
To consider, and if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That subject to the passing of resolutions 1,2 and 3, and for the purpose
of Listing Rule 7.1 and for all other purposes, approval is given for
(a) the directors of the Company to issue and allot to Astron Limited (or its
nominee) a convertible note
in the Company ("Note") with a face
value of USD$6,000,000, maturing on 31 December 2010;
(b) the directors
of the Company to allot and issue that number of fully paid ordinary shares in
the
Company (calculated in accordance with terms of the Convertible
Note) on conversion of the
Convertible note; and otherwise on the
terms and conditions set out in the Explanatory Memorandum
(including
Annexure A)."
By order of the board
Lloyd Flint
Chief Financial Officer
Proxies
Registered shareholders for the Company only can vote at the meeting personally
or by proxy, attorney or representative. A shareholder entitled to attend and
vote at the above meeting may appoint not more than two proxies to attend and
vote at this meeting. Where more than one proxy is appointed, each proxy must be
appointed to represent a specified proportion of the shareholder's voting
rights. A proxy may, but need not be, a shareholder of the Company. The
instrument of proxy (and the power of attorney or other authority, if any, under
which it is signed) must be lodged by person, post, courier or facsimile and
reach the respective offices of Computershare Services, for Australian holders
not later than 8.00pm Western Australian Standard Time on 5 March 2009 and UK
holders not later than 1.00pm London Time on 5 March2009. For the convenience of
shareholders a Proxy Form is enclosed with notices sent to shareholders.
A shareholder that is a corporation may elect to appoint a representative in
accordance with the Articles of Association in which case the Company will
require written proof of the representative's appointment which must be lodged
with, or presented to the Company not later than 1.00pm London Time on 5 March
2009.
CHESS Depositary Interests
Holders of CHESS Depositary Interests ("CDI") are invited to attend the meeting
but are not entitled to vote at the meeting. In order to have votes cast at the
meeting on their behalf, CDI holders must complete, sign and return the CDI Form
of Instruction enclosed with the Notice sent to them to Computershare Investor
Services Pty Limited, Level 2, 45 St Georges Terrace, Perth, WA 6000, Australia
or GPO Box D182, Perth WA 6840, Australia so that CDI holders can direct CHESS
Depositary Nominees Pty Ltd to vote the underlying shares on their behalf. The
CDI Form of Instruction needs to be received at the address shown on the form by
not later than 8.00pm Western Standard Time on 5 March 2009.
CREST Depositary Interests
Holders of CREST Depositary Interests ("DI") are invited to attend the meeting
but are not entitled to vote at the meeting. In order to have votes cast at the
meeting on their behalf, DI holders must complete, sign and return the Form of
Instruction enclosed with the Notice to Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS13 8AE so that DI holders can direct
Computershare Company Nominees Limited to vote the underlying shares on their
behalf. The Form of Instruction needs to be received at the address shown on the
form by not later than 1.00pm London Time on 5 March 2009.
For more information contact:
+----------------------------+
| Julian Ford, Managing |
| Director |
| Zambezi Resources |
| (Australia) |
| +61 (08) 9216 9000 |
| +61 (0) 418 949 580 |
| |
+----------------------------+
| Fiona Owen |
| Grant Thornton UK LLP |
| +44 20 7383 5100 |
| |
+----------------------------+
| Simon Edwards / Adam Lloyd |
| Evolution Securities Ltd |
| + 44 20 7071 4300 |
| |
+----------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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