TIDMADT1
RNS Number : 7632W
Adriatic Metals PLC
28 April 2021
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt as to the contents of this
document and/or as to the action you should take, you should seek
your own advice from a stockbroker, solicitor, accountant, or other
professional adviser (in the United Kingdom, an appropriate
independent financial adviser authorised under the Financial
Services and Markets Act 2000). If you have sold or otherwise
transferred all of your ordinary shares in Adriatic Metals Plc,
please forward this document together with the accompanying
documents to the purchaser or transferee, or to the person who
arranged the sale or transfer, so they can forward these documents
to the person who now owns the ordinary shares.
The distribution of this document in jurisdictions other than
the United Kingdom and Australia may be restricted by law and
therefore persons into whose possession this document comes should
inform themselves about and observe such restrictions. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This document does not constitute an offer to issue or sell or a
solicitation of an offer to subscribe for or buy ordinary shares in
Adriatic Metals Plc.
ADRIATIC METALS PLC
(Incorporated and registered in England and Wales under number
10599833 and registered as a foreign company in Australia ARBN 624
103 162)
Notice of Annual General Meeting
The enclosed Notice of Annual General Meeting of the
Shareholders of the Company to be held at 7am (London time) on 20
May 2021 and accompanying letter from the Chairman, information on
the Directors seeking election or re-election, Explanatory Notes,
Proxy Form, CREST and CDI voting instruction form (as applicable)
should be read in their entirety. If Shareholders or CDI Holders
are in doubt as to how they should vote, they should seek advice
from their accountant, solicitor or other professional adviser
prior to voting.
The Explanatory Notes that accompany and form part of the Notice
of Meeting describe the matters to be considered.
A copy of this document is available for inspection on the
Company's website at www.adriaticmetals.com .
For the avoidance of doubt, the contents of the website referred
to in this document is not incorporated into and does not form part
of this document.
LETTER FROM THE CHAIRMAN
ADRIATIC METALS PLC
(Registered in England & Wales with Company No.
10599833)
Directors Registered Office
Julian Barnes Ground Floor, Regent House,
Sandra Bates 65 Rodney Road, Cheltenham
Peter Bilbe GL50 1HX
Paul Cronin United Kingdom
Sanela Karic
Michael Rawlinson Tel: +44 (0) 207 993 0066
Email: info@adriaticmetals.com
Website: www.adriaticmetals.com
28 April 2021
Dear Shareholder
I am pleased to enclose the Notice of the Annual General Meeting
(the "Meeting") of Adriatic Metals Plc (the "Company") to be held
at Ground Floor, Regent House, 65 Rodney Road, Cheltenham, GL50 1HX
UK on 20 May 2021 at 7am (London time). The formal Notice of
Meeting is attached to this letter.
Notes on arrangements for the Meeting appear under "Explanatory
Notes" on pages 8 to 12 of the Notice.
Our preference had been to welcome shareholders in person to our
2021 Annual General Meeting, particularly given the constraints we
faced in 2020 due to the COVID-19 pandemic. However, as a result of
the ongoing nature of the COVID-19 pandemic, and in line with the
UK Government's restrictions and guidelines on public gatherings we
are proposing to hold the Meeting at Ground Floor, Regent House, 65
Rodney Road, Cheltenham, GL50 1HX UK with the minimum attendance
required to form a quorum. Shareholders will not be permitted to
attend the Meeting in person but can be represented by the Chairman
of the meeting acting as their proxy.
We consider these measures necessary in order to protect our
Shareholders, staff and Directors.
We will arrange for the legal requirements for the holding of
the Meeting to be satisfied by the attendance of a Director and the
Joint Company Secretary, who will form a quorum and will ensure
that the proxy votes of Shareholders are recorded. We therefore
strongly encourage you to vote by proxy, ensuring that you appoint
the Chairman of the Meeting as your proxy (since any other person
would not be permitted to attend and cast your vote). Please see
the Explanatory Notes for further details.
Notes on the Resolutions appear under "Explanatory Notes" on
pages 13 to 17 of the Notice. At this year's Meeting there are 11
Resolutions which Shareholders are asked to approve. Resolutions 1
to 8 (inclusive) are proposed as ordinary resolutions. This means
that for each of those Resolutions to be passed, more than half of
the votes cast must be in favour of the Resolution. Resolutions 9
to 11 (inclusive) are proposed as special resolutions. This means
that for each of those Resolutions to be passed, at least
three-quarters of the votes cast at the Meeting must be in favour
of the Resolution.
The Directors consider that all of the Resolutions to be
considered at the Meeting are in the best interests of the Company
and its members as a whole. The Directors unanimously recommend
that you vote in favour of all the proposed Resolutions, as they
intend to do in respect of their own shareholdings, representing in
aggregate approximately 8.8% of the Company's issued ordinary share
capital.
Yours sincerely
Michael Rawlinson
Chairman
DIRECTORS SEEKING ELECTION OR RE-ELECTION
A = member of the Audit and Risk Committee
E = member of the Environmental, Social and Governance
Committee
R & N = member of the Remuneration & Nomination
Committee
Ch = Committee Chairman
Michael Rawlinson, Non-Executive Chairman (E, A)
Mr. Rawlinson was the Global Co-Head of Mining and Metals at
Barclays investment bank between 2013 and 2017 having joined from
the boutique investment bank, Liberum Capital, a business he helped
found in 2007.
He is currently the Senior Independent Non-Executive Director at
Hochschild Mining, Independent Non-Executive Director at Capital
Limited and Non-Executive Director of African Gold Acquisition
Corporation.
Peter Bilbe, Non-Executive Director (R & N Ch, E)
Mr. Bilbe is a mining engineer with 40 years' Australian and
international mining experience in gold, base metals and iron ore
at the operational, CEO and board levels. He is currently
Non-executive Chairman of IGO Limited, an ASX100 company, and is
also a Non-Executive Director of Horizon Minerals Limited, an
emerging gold producer.
ADRIATIC METALS PLC
(Registered in England & Wales with Company No. 10599833
)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the
"Meeting") of Adriatic Metal Plc (the "Company") will be held at
Ground Floor, Regent House, 65 Rodney Road, Cheltenham, GL50 1HX UK
on 20 May 2021 at 7am (London time), to consider the resolutions
set out below. Resolutions 1 to 8 are proposed as ordinary
resolutions, and resolutions 9 to 11 are proposed as special
resolutions.
ORDINARY RESOLUTIONS
Resolution 1 . To receive the Company's Annual Report and
Financial Statements (the "Annual Report and Financial Statements")
and the Auditor's and Directors' reports thereon for the six months
ended 31 December 2020.
Resolution 2. To approve the Annual Report on Remuneration set
out on pages 47 to 61 of the Annual Report and Financial Statements
for the six months ended 31 December 2020.
Resolution 3 . To re-elect Michael Rawlinson as a Director of
the Company, who retires by rotation in accordance with the
articles of association of the Company (the "Articles") and is
eligible for re-appointment .
Resolution 4 . To re-elect Peter Bilbe as a Director of the
Company, who retires by rotation in accordance with the Articles
and is eligible for re-appointment .
Resolution 5. To re-appoint BDO LLP as Auditor of the Company to
hold office from the conclusion of the Meeting to the conclusion of
the next meeting at which accounts are laid before the Company.
Resolution 6. To authorise the Audit and Risk Committee to
determine the remuneration of the Auditor on behalf of the
Board.
Resolution 7 . To approve pursuant to ASX Listing Rules 6.23.3,
6.23.4 and for all other purposes, an amendment to the terms and
conditions of the 750,000 Performance Rights issued to Paul Cronin
(or his nominees) as detailed in the Explanatory Notes for this
Resolution.
Resolution 7. Voting Exclusion Statement
Pursuant to the ASX Listing Rules, the Company will disregard
any votes cast in favour of this Resolution by or on behalf of Paul
Cronin (and his nominees), or any of their respective associates.
However, the Company need not disregard a vote cast in favour of
this Resolution by:
-- a person as a proxy or attorney for a person who is entitled
to vote on the Resolution, in accordance with the directions given
to the proxy or attorney to vote on the Resolution in that way;
-- the chair of the Meeting as proxy or attorney for a person
who is entitled to vote on the Resolution, in accordance with a
direction given to the chair to vote on the Resolution as the chair
decides; or
-- a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
o the beneficiary provides written confirmation to the holder
that the beneficiary is not excluded from voting, and is not an
associate of a person excluded from voting on the Resolution;
and
o the holder votes on the Resolution in accordance with
directions given by the beneficiary to the holder to vote in that
way.
Resolution 8. To authorise the Directors to exercise all the
powers of the Company pursuant to, and in accordance with section
551 of the Companies Act 2006 (the "Act"), to allot shares in the
Company and to grant rights to subscribe for, or to convert any
security into, shares in the Company:
a) up to a nominal amount of GBP931,329 (such amount to be
reduced by the nominal amount allotted or granted under
sub-paragraph (b) below in excess of such sum); and
b) comprising equity securities (as defined in Section 560(1) of
the Act) up to a nominal amount of GBP1,862,658 (such amount to be
reduced by any allotments or grants made under sub-paragraph (a)
above) in connection with an offer by way of a rights issue to
holders of ordinary shares in proportion (as nearly as may be
practicable) to their existing holdings and to holders of other
equity securities as required by the rights of those securities or,
if the Directors otherwise consider it necessary, as permitted by
the rights of those securities, and so that the Directors may
impose any limits or restrictions and make any arrangements which
they consider necessary or appropriate to deal with treasury
shares, fractional entitlements, record dates, legal, regulatory or
practical problems in, or under the laws of, any territory or any
other matter,
provided that these authorities shall expire at the conclusion
of the annual general meeting of the Company to be held in 2022 or,
if earlier, fifteen (15) months from the date of passing this
Resolution, save that the Company may before such expiry make
offers and enter into agreements which would, or might, require
shares to be allotted or rights to subscribe for, or convert
securities into, shares to be granted after such expiry, and the
Directors may allot shares or grant rights to subscribe for, or
convert securities into, shares in pursuance of such an offer or
agreement as if the authorities conferred by this Resolution had
not expired.
SPECIAL RESOLUTIONS
Resolution 9. Subject to the passing of Resolution 8, to
authorise the Directors, pursuant to section 570 of the Act, to
allot equity securities (as defined in Section 560(1) of the Act)
for cash under the authority conferred by Resolution 8 and/or sell
ordinary shares (as defined in section 560(1) of the Act) held by
the Company as treasury shares for cash as if section 561 of the
Act did not apply to any such allotment or sale provided that this
power shall be limited:
a) to the allotment of equity securities and sale of treasury
shares for cash in connection with an offer of, or invitation to
apply for, equity securities (but in the case of an authority
granted under sub-paragraph (b) of Resolution 8, by way of a rights
issue only) to ordinary shareholders (excluding any shareholder
holding shares as treasury shares) in proportion (as nearly as may
be practicable) to their existing holdings of ordinary shares and
to holders of other equity securities, as required by the rights of
those securities, or as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and
make any such arrangements which they consider necessary or
appropriate to deal with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical problems in, or under
the laws of, any territory or any other matter; and
b) in the case of the authority granted under sub-paragraph (a)
of Resolution 8 and/or in the case of any sale of treasury shares
for cash, to the allotment (otherwise than pursuant to
sub-paragraph (a) above) of Equity Securities or sale of treasury
shares up to a nominal amount of GBP768,346 ,
provided that these authorities shall expire at the conclusion
of the annual general meeting of the Company to be held in 2022 or,
if earlier, fifteen (15) months from the date of passing this
Resolution, save that, in each case, the Company may during this
period make offers and enter into agreements which would, or might,
require equity securities to be allotted (and/or treasury shares to
be sold) after such expiry, and the Directors may allot equity
securities (and/or sell treasury shares) in pursuance of such an
offer or agreement as if the power conferred by this Resolution had
not expired.
Resolution 10. To authorise the Company generally and
unconditionally in accordance with section 701 of the Act, to make
market purchases (as defined in section 693(4) of the Act) of its
ordinary shares, such power to be limited:
a) to a maximum number of ordinary shares with an aggregate
nominal value of up to GBP262,050; and
b) by the condition that the Company does not pay less
(exclusive of expenses) for each ordinary share than the nominal
value of such share, and that the maximum price which may be paid
for an ordinary share (exclusive of expenses) is the higher of:
i. 105% of the average of the closing middle-market quotations
of an ordinary share for the five business days immediately
preceding the date on which the Company agrees to buy the shares
concerned, based on share prices published in the Daily Official
List of the London Stock Exchange; and
ii. the price of the last independent trade and the highest
current independent purchase bid at the time on the trading
platform where the purchase is carried out,
provided that such authority shall expire at the conclusion of
the annual general meeting of the Company to be held in 2022 or, if
earlier, fifteen (15) months from the date of passing this
Resolution, provided that if the Company has agreed before such
expiry to purchase ordinary shares, and where these purchases will
or may be executed (either wholly or in part) after the authority
terminates, the Company may complete such a purchase as if the
authority conferred by this Resolution had not expired.
Resolution 11. To authorise the Directors to call a general
meeting of the Company (not being an annual general meeting) on
notice of not less than 14 clear days, provided that this authority
shall expire at the conclusion of the annual general meeting of the
Company to be held in 2022.
By order of the Board
Geoff Eyre
CFO & Joint Company Secretary
23 April 2021
Registered Office: Ground Floor, Regent House, 65 Rodney Road,
Cheltenham, GL50 1HX, United Kingdom.
Incorporated and Registered in England and Wales under Companies
Act 2006 with registered number 10599833
EXPLANATORY NOTES
(A) GENERAL NOTES
1. As a result of the Coronavirus (COVID-19) pandemic, and in
line with the UK Government's restrictions and guidelines on public
gatherings, this year the Meeting will be run as a closed meeting,
and you will not be allowed to attend in person. The Directors have
decided to exercise their discretion under Article 56 of the
Articles to limit attendance at the Meeting to the number necessary
to form a quorum and conduct the business of the Meeting, which
they consider is a necessary measure in order to protect
Shareholders, staff and Directors. This means that Shareholders
will not be admitted to the Meeting and are strongly encouraged to
appoint the Chairman of the Meeting as their proxy to cast their
votes on their behalf. To be entitled to attend and vote at the
Meeting (and for the purpose of the determination by the Company of
the votes they may cast), Shareholders must be registered in the
Register of Members of the Company at close of business on 18 May
2021 (or, in the event of any adjournment, close of business on the
date which is two business days before the time of the adjourned
meeting). Changes to the Register of Members after the relevant
deadline shall be disregarded in determining the rights of any
person to attend and vote at the Meeting.
2. Shareholders wishing to ask questions are invited to submit
them not later than 6:00pm (London time) on 18 May 2021 by email to
Thomas Horton at thomas.horton@adriaticmetals.com .
3. We will arrange for the legal requirements for the holding of
the Meeting to be satisfied by the attendance of a Director and the
Joint Company Secretary, who will form a quorum and will ensure
that the proxy votes of Shareholders are recorded. We therefore
strongly encourage you to vote by proxy, ensuring that you appoint
the Chairman of the Meeting as your proxy (since any other person
would not be permitted to attend and cast your vote).
Casting your votes
4. To ensure that the voting preferences of all Shareholders are
taken into account, the Company will conduct a poll vote on all
Resolutions put to the Meeting. If you would like to vote on the
Resolutions being put to the Meeting, please complete the Proxy
Form accompanying this Notice and return it to the Company's
Registrar, Computershare Investor Services Plc ("Computershare"),
The Pavilions, Bridgwater Road, Bristol BS 99 6ZY, United Kingdom
as soon as possible. For holders of CDIs in Australia, please see
paragraphs 20 to 27 below.
5. To be valid, the Proxy Form must be received by
Computershare, no later than 7:00am on 18 May 2021. You can also
submit your proxy vote online at www.investorcentre.co.uk/eproxy,
where you will be asked to enter the Control Number, Shareholder
Reference Number (SRN) and PIN shown on the Form of Proxy and agree
to certain terms and conditions. CREST members may choose to use
the CREST electronic proxy appointment service in accordance with
the procedures set out in paragraphs 16 to 19 below.
6. If your Shares are held by a nominee service rather than in
your own name, you should contact the provider of that service (in
good time before the Meeting) about the process for appointing a
proxy.
7. The results of the poll will be released to the market and
published on the Company's website as soon as practicable after the
conclusion of the Meeting.
Appointing a proxy
8. Shareholders are normally entitled to appoint a proxy of
their choice to exercise all or any of their rights to attend,
speak and vote on their behalf at the Meeting. A Shareholder may
appoint more than one proxy in relation to the Meeting provided
that each proxy is appointed to exercise the rights attaching to a
different Share or Shares held by that Shareholder.
9. On this occasion, however, Shareholders wishing to have their
votes cast at the Meeting must appoint the Chairman of the Meeting
as their proxy, as other proxies will not be permitted to attend
and cast your vote.
10. The Articles provide that if a member submits more than one
valid proxy appointment in respect of the same Share, the
appointment received last (regardless of its date or the date on
which it is signed), before the latest time for the receipt of
proxies, will take precedence. If it is not possible to determine
the order of receipt, none of the forms will be treated as
valid.
11. A vote indicated on the Proxy Form as "withheld" is not a
vote in law, which means that the vote will not be counted in the
proportion of votes "for" and "against" a Resolution.
12. Where a proxy has been appointed by a member, if such member
does not give any instructions in relation to that Resolution, that
member should note that their proxy will have authority to vote on
the Resolution as he/she thinks fit.
13. Any power of attorney or any other authority under which the
Proxy Form is signed (or a duly certified copy of such power or
authority) must be included with the Proxy Form. In the case of a
member which is a company, the Proxy Form should either be sealed
by that company or signed by someone authorised to sign it.
14. A proxy form, which may be used to make such appointment and
give proxy instructions, accompanies this Notice. If you do not
have a Proxy Form and believe that you should have one, or if you
require additional forms, please contact Computershare on 0370 702
0000 if calling from within the United Kingdom, or +44 (0) 370 702
0000 if calling from outside the United Kingdom. Lines are open
between 9:00am and 5:00pm, Monday to Friday, excluding public
holidays in England and Wales.
15. To be valid, Proxy Forms must be lodged by one of the
following methods by 7:00am (London time) on 18
May` 2021:
15.1 in hard copy form by post to the Company's Registrar,
Computershare Investor Services Plc, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY or online at www.investorcentre.co.uk/eproxy
, as detailed on the Form of Proxy.; or
15.2 in the case of CREST members or CREST personal members, by
utilising the CREST electronic proxy appointment service in
accordance with the procedures set out below.
CREST members
16. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so by
utilising the procedures described in the CREST Manual (available
via www.euroclear.com/en/about/our-rules.html). CREST personal
members or other CREST sponsored members, and those CREST members
who have appointed a voting service provider(s), should refer to
their CREST sponsor or voting service provider(s), who will be able
to take the appropriate action on their behalf.
17. In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message (a
'CREST Proxy Instruction') must be properly authenticated in
accordance with Euroclear UK & Ireland Limited's
specifications, and must contain the information required for such
instruction, as described in the CREST Manual. The message,
regardless of whether it constitutes the appointment of a proxy or
is an amendment to the instruction given to a previously appointed
proxy, must, in order to be valid, be transmitted so as to be
received by Computershare (ID: 3RA50) by 7.00am on 18 May 2021. For
this purpose, the time of receipt will be taken to be the time (as
determined by the time stamp applied to the message by the CREST
application host) from which the issuer's agent is able to retrieve
the message by enquiry to CREST in the manner prescribed by CREST.
After this time, any change of instructions to proxies appointed
through CREST should be communicated to the appointee through other
means.
18. CREST members and, where applicable, their CREST sponsors,
or voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular message. Normal system timings and limitations
will apply in relation to the input of CREST proxy instructions. It
is the responsibility of the CREST member concerned to take (or, if
the CREST member is a CREST personal member, or sponsored member,
or has appointed a voting service provider(s), to procure that
their CREST sponsor or voting service provider(s) take) such action
as shall be necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. CREST members
and, where applicable, their CREST sponsors or voting system
provider(s) are referred, in particular, to those sections of the
CREST manual concerning practical limitations of the CREST system
and timings.
19. The Company may treat an instruction as invalid in the
circumstances set out in regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
Instructions for CDI Holders in the Australian register only
20. CDI Holders may only vote by directing CHESS Depository
Nominees Pty Ltd ("CHESS") to cast proxy votes in the manner
directed in the CDI voting instruction form enclosed.
21. The CDI voting instruction, together with any power of
attorney or other authority (if any) under which it is signed, or a
notarially certified copy thereof, should be sent to:
Postal address:
Computershare Investor Services Pty Limited
GPO Box 242
Victoria 3001 Australia
Alternatively you can fax your form to:
(within Australia): 1800 783 447
(outside Australia): +61 3 9473 2555
22. CDI Holders can instruct CHESS to cast proxy votes online by
visiting www.investorvote.com.au and entering the control number,
CDI Holders' SRN/HIN and their postcode, which are shown on the
first page of the enclosed CDI voting instruction.
23. Directions must arrive by no later than 5:00pm (Australian
Western Standard Time) on 17 May 2021, in order to allow CHESS
sufficient time to lodge the combined proxies 72 hours before the
time of the Meeting (excluding any part of a day that is not a
working day).
24. Instructions for completing and lodging the CDI voting
instruction form are appended to it.
25. You must be registered as the holder of CDIs as at 5:00pm on
17 May 2021 (Australian Western Standard Time) for your CDI voting
instruction to be valid.
26. Should the Meeting be adjourned then the deadline for
revised voting instructions and the record date for determining
registered holders of CDIs will be 72 hours before the time that
the adjourned meeting recommences (excluding any part of a day that
is not a working day).
27. To obtain a copy of the "Understanding CHESS Depositary Interests" guide, go to https://www.asx.com.au/documents/settlement/CHESS_Depositary_Interests.pdf or phone 1300 300 279 if you would like one sent to you by mail.
Nominated persons and information rights (see also paragraph 9
above under "Appointing a proxy")
28. Any person to whom this Notice is sent, who is a person
nominated under section 146 of the Act to enjoy information rights
(a "Nominated Person") may, under an agreement between him/her and
the Shareholder by whom he/she was nominated, have a right to be
appointed (or to have someone else appointed) as a proxy for the
Meeting.
29. If a Nominated Person has no such proxy appointment right or
does not wish to exercise it, he/she may, under any such agreement,
have a right to give instructions to the Shareholder as to the
exercise of voting rights.
30. However, the statement of the rights of Shareholders in
relation to the appointment of proxies described above does not
apply to Nominated Persons. The rights described in those
paragraphs can only be exercised by Shareholders of the
Company.
Joint holders and corporate representatives
31. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's Register of Members in respect of the joint
holding (the first-named holder being the most senior).
32. Any corporation which is a member can appoint one or more
corporate representatives who may exercise on its behalf all of its
powers as a member provided that they do not do so in relation to
the same Shares.
Members' power to require website publication of audit
concerns
33. Under section 527 of the Act, members meeting the threshold
requirements set out in that section have the right to require the
Company to publish on a website a statement setting out any matter
relating to:
33.1 the audit of the Company's accounts (including the
Auditor's report and the conduct of the audit) that are to be laid
before the Meeting; or
33.2 any circumstance connected with an Auditor of the Company
ceasing to hold office since the previous meeting at which annual
accounts and reports were laid in accordance with section 437 of
the Act. The Company may not require the Shareholders requesting
any such website publication to pay its expenses in complying with
sections 527 or 528 of the Act. Where the Company is required to
place a statement on a website under section 527 of the Act, it
must forward the statement to the Company's Auditor not later than
the time when it makes the statement available on the website. The
business which may be dealt with at the Meeting includes any
statement that the Company has been required under section 527 of
the Act to publish on a website.
Share capital
34. As at 23 April 2021 (being the latest practicable date prior
to the publication of this Notice) the Company's issued ordinary
share capital consisted of 209,208,869 ordinary shares, carrying
one vote each. The Company does not hold any Shares in treasury.
Therefore, the total voting rights in the Company as at 23 April
2021 were 209,208,869.
Queries and access to information
35. Except as provided above, members who have general queries
about the Meeting should contact Computershare on 0370 702 0000 if
calling from within the United Kingdom, or if calling from outside
of the United Kingdom on +44 (0) 370 702 0000 (no other methods of
communication will be accepted). Lines are open between 9:00am to
5:00pm, Monday to Friday, excluding public holidays in England and
Wales.
36. You may not use any electronic address provided either in
this Notice or in any related documents (including the Proxy Form)
to communicate with the Company for any purpose other than those
expressly stated.
Documents available for inspection
37. Due to current COVID-19 restrictions, it will not be
possible to make available for inspection at the Company's
registered office the terms and conditions of appointment and
letters of appointment of Non-Executive Directors and all the
Directors' service contracts.
38. If you would like to request a copy of this Notice in an
alternative format such as in large print or audio, please contact
Computershare on 0370 702 0000 if calling from within the United
Kingdom, or +44 (0) 370 702 0000 if calling from outside the United
Kingdom.
39. A copy of this Notice, and other information required by
section 311A of the Act, can be found at
www.adriaticmetals.com.
(B) NOTES ON THE RESOLUTIONS
The Resolutions before the Meeting are explained below. The
Directors recommend that Shareholders vote in favour of all of the
Resolutions, as they intend to do in respect of their own
shareholdings.
ORDINARY RESOLUTIONS
Notes to Resolution 1 - Receive the Annual Report and Financial
Statements
1. The Act requires the directors of a public company to lay
before the Company in a general meeting the annual report and
accounts of the Company for each financial year. The Directors ask
that Shareholders receive the Annual Report and Financial
Statements for the six months ended 31 December 2020, including the
reports of the Directors and the Auditor. These can be viewed on
the Company's website at www.adriaticmetals.com and also on the ASX
website at www.asx.com.au.
Notes to Resolution 2 - Approval of the Annual Report and
Financial Statements on Remuneration
2. The Directors are required by company law to present the 2021
Annual Report on Remuneration which is set out on pages 47 to 61 of
the Annual Report and Financial Statements. The Annual Report and
Financial Statements on Remuneration sets out payments made during
the half year ended 31 December 2020.
3. The vote on the Annual Report and Financial Statements on
Remuneration under Resolution 3 is advisory only, and any
entitlement of a Director to remuneration is not conditional on
this Resolution being passed.
Notes to Resolutions 3 and 4 - Re-election of Directors
4. The Articles require all Directors to be subject to election
by Shareholders at the first annual general meeting following their
appointment and for re-election by Shareholders at least every
three years and otherwise on a rotational basis with one third
(rounded down) of the relevant directors being required to retire
each year.
5. In accordance with article 98.1 of the Articles, each of
Michael Rawlinson and Peter Bilbe retires by rotation and, being
eligible, stands for re-election at this Meeting.
6. Biographical details of the Directors standing for
re-election are set out on page 3 of the letter accompanying the
Notice.
7. The Board considers that Michael Rawlinson standing for
re-election is independent in character and judgement. In addition,
the Board considers that Michael Rawlinson standing for re-election
continues to make an effective and valuable contribution and
demonstrates commitment to the role. Accordingly, the Board
unanimously recommends the re-election of Michael Rawlinson under
Resolution 3.
8. The Board considers that Peter Bilbe standing for re-election
is independent in character and judgement. In addition, the Board
considers that Peter Bilbe standing for re-election continues to
make an effective and valuable contribution and demonstrates
commitment to the role. Accordingly, the Board unanimously
recommends the re-election of Peter Bilbe under Resolution 4.
Notes to Resolution 5 - Re-appointment of Auditor
9. The Company is required at each general meeting at which
financial statements are laid, to appoint an auditor who will
remain in office until the next general meeting at which financial
statements are laid.
10. BDO LLP, who was appointed as Auditor by the Board in June
2020 following a tender process, have expressed willingness to
continue in office. Shareholders are asked to authorise the Company
to re-appoint BDO LLP as Auditor to the Company to hold office from
the conclusion of the Meeting to the conclusion of the next meeting
at which accounts are laid before the Company.
Notes to Resolution 6 - Remuneration of Auditor
11. In accordance with company law and good corporate governance
practice, Shareholders are asked to authorise the Board to
determine the Auditor's remuneration. If authorised by
Shareholders, the Directors may set the remuneration payable to the
Auditor, and Resolution 6 proposes the renewal of the current
authority to do so.
12. The Board has delegated this authority to the Audit and Risk
Committee. Details of the remuneration paid to the Auditor during
the half year ended 31 December 2020 may be found in the Annual
Report and Financial Statements.
Notes to Resolution 7 - Approval to amend the terms of the
Performance Rights issued to Paul Cronin
13. On 8 November 2019, the Company obtained Shareholder
approval at its 2019 annual general meeting for the issue of,
amongst other things, 750,000 performance rights (the "Performance
Rights") to Paul Cronin (or his nominees), under the Company's New
Employees and Consultants ESOP (the "Share Option Plan").
14. The terms and conditions of the Performance Rights, as
disclosed in the notice of annual general meeting dated 8 October
2019 ("Notice of 2019 AGM"), relevantly provided that the
Performance Rights would vest upon the satisfaction of the
following performance conditions by 31 December 2021:
14.1 Completion of a JORC compliant definitive feasibility study; and
14.2 the Volume Weighted Average Market Price per CDI in the
Company exceeds A$1.50 for the 5 consecutive trading days
immediately prior to 31 December 2021.
15. The performance condition described in paragraph 14.2 was
incorrectly expressed in the Notice of 2019 AGM. It ought to have
been expressed as: "the Volume Weighted Average Market Price per
CDI in the Company exceeds A$1.50 during any 5 consecutive trading
days prior to 31 December 2021."
16. The Company seeks Shareholder approval pursuant to
Resolution 7 to amend the performance condition as provided for
above. This proposed amendment to the terms of the Performance
Rights will only affect the date on which the Performance Rights
may vest. It will not change the entitlements of Paul Cronin (or
his nominees). The Company is also proposing a number of minor and
technical amendments to the terms of the Performance Rights to
align them with the base requirements for performance securities as
provided in ASX's updated Guidance Note 19.
17. The terms and conditions of the Performance Rights,
including the amendment proposed by this Resolution, are summarised
in Schedule 1 of the document accompanying this Notice.
18. To amend the terms of these Performance Rights, the Company
is seeking Shareholder approval pursuant to the conditions of a
waiver granted by ASX in respect of ASX Listing Rule 6.23.3, and
under ASX Listing Rule 6.23.4.
19. ASX Listing Rule 6.23.3
19.1 ASX Listing Rule 6.23.3 provides that changes to option
terms which have the effect of reducing the exercise price,
increasing the exercise period or increasing the number of
securities received on exercise are prohibited.
19.2 The Company sought, and on 23 April 2021 was granted, a
waiver of ASX Listing Rule 6.23.3 to permit the Company to, in
effect, increase the exercise period of the Performance Rights by
making the amendments sought pursuant to this Resolution in respect
of the proposed variation to the terms of the Performance Rights
described in paragraph 15 above.
19.3 The waiver was granted on the conditions that:
(i) the Company obtains shareholder approval for the proposed amendment; and
(ii) this notice of meeting includes explanatory information
satisfactory to ASX including, at a minimum, a clear explanation of
the rationale for the proposed changes.
20. ASX Listing Rule 6.23.4
20.1 ASX Listing Rule 6.23.4 provides that a change to the terms
of existing options, which is not prohibited under ASX Listing Rule
6.23.3, can only be made if Shareholders approve the change.
Performance rights are an option with an exercise price of nil.
20.2 The proposed amendments to the terms of the Performance
Rights to align them with the base requirements for performance
securities as provided in ASX's updated Guidance Note 19 would not
have the effect of reducing the exercise price (as there is no
applicable exercise price), increasing the period for exercise or
increasing the number of securities received on exercise, which are
prohibited by ASX Listing Rule 6.23.3.
21. If Resolution 7 is passed, the Company will be able to
proceed with the proposed amendment to the terms of the Performance
Rights.
22. If Resolution 7 is not passed, the Company will not be able
to proceed with the proposed amendment to the terms of the
Performance Rights.
Directors' recommendation
23. The Directors (other than Paul Cronin, who abstains from
making a recommendation in light of his personal interest in the
Resolution ) recommend that Shareholders vote in favour of this
Resolution.
Notes to Resolution 8 - General Authority to allot shares
24. The Board may only allot Shares or grant rights to subscribe
for, or convert any security into, Shares if authorised to do so by
Shareholders. Resolution 8 seeks authority for the Board to allot,
or grant rights to subscribe for, or convert securities into, a
limited number of Shares in the Company. Section 551 of the Act
requires such authority to be granted by the Company in a general
meeting so that any allotment of Shares or grant of rights to
subscribe for, or convert securities into, Shares is not exercised
at the sole discretion of the Directors. The Resolution specifies
the maximum nominal amount of Shares which can be allotted or
rights granted.
25. Sub-paragraph (a) of this Resolution therefore authorises
the Directors to allot ordinary shares or grant rights to subscribe
for, or convert securities into, Shares up to an aggregate nominal
amount equal to GBP 931,329 (representing 69,736,353 ordinary
shares of 1.3355 pence each). This amount represents approximately
one-third of the issued ordinary share capital (excluding treasury
shares) of the Company.
26. Sub-paragraph (b) of this Resolution authorises the
Directors to allot ordinary shares or grant rights to subscribe
for, or convert securities into, Shares in connection with a rights
issue in favour of ordinary Shareholders up to an aggregate nominal
amount equal to GBP 1,862,658 , less the nominal amount of any
Shares issued under sub-paragraph (a) of the Resolution. This
amount represents approximately two-thirds of the issued ordinary
share capital (excluding treasury shares) of the Company.
27. The figure used for the nominal amount of issued ordinary
share capital of the Company is based on the ordinary share capital
on issue as at 23 April 2021. As at 23 April 2021, no ordinary
shares are held by the Company in treasury.
28. These authorities shall last until the conclusion of the
annual general meeting of the Company to be held in 2022, or
fifteen (15) months from the date of passing Resolution 8,
whichever is the sooner.
29. For completeness, it is noted that the Company will continue
to be subject to ASX Listing Rule 7.1. ASX Listing Rule 7.1 limits
the ability of an ASX-listed entity from issuing or agreeing to
issue equity securities over a 12 month period which exceeds 15% of
the number of fully paid ordinary shares it had on issue at the
start of the 12 month period, unless certain exceptions apply.
SPECIAL RESOLUTIONS
Notes to Resolution 9 - Disapplication of statutory pre-emption
rights
30. If a company proposes to allot ordinary shares or other
Equity Securities other than in connection with an employee share
scheme (including by way of sale of any shares which the company
has purchased and has elected to hold as treasury shares) wholly
for cash, it has a statutory obligation (subject to certain
exemptions) to offer those shares to holders of similar shares, in
proportion to their existing holdings. Resolution 9 seeks to
disapply this statutory right of first refusal to a limited extent,
so as to give the Directors the power to allot ordinary shares (or
sell any ordinary shares which the Company holds in treasury) for
cash without first offering them to existing Shareholders.
31. The authority granted under Resolution 9 shall last until
the conclusion of the annual general meeting of the Company to be
held in 2022, or fifteen (15) months from the date of passing
Resolution 9, whichever is the sooner.
32. Sub-paragraph (a) of Resolution 9 provides the Directors
with flexibility to deal with practical issues such as fractional
entitlements and securities law restrictions in overseas
jurisdictions when making an offer that is otherwise pre-emptive,
and would apply to any allotment of Shares under Resolution 8.
33. Sub-paragraph (b) of Resolution 9 contains a broader general
disapplication of pre-emption rights up to an aggregate nominal
amount of GBP768,346 (representing 57,532,459 ordinary shares).
This aggregate nominal amount represents approximately 27.5% of the
issued ordinary share capital of the Company (excluding treasury
shares) as at 23 April 2021.
Notes to Resolution 10 - Authority to purchase own shares
34. Resolution 10 seeks authority for the Company to make market
purchases of its own ordinary shares, which would otherwise be
prohibited by the Act. The Directors believe that the Board should
retain the flexibility to be able to buy back the Company's shares
when it is in the best interests of Shareholders to do so and will
result in an increase in earnings per Share, taking into account
market conditions prevailing at the time, other investment
opportunities, appropriate gearing levels and the overall financial
position of the Company.
35. Resolution 10 specifies the maximum number of Shares that
can be acquired (approximately 10% of the issued ordinary share
capital (excluding treasury shares) of the Company) and the minimum
and maximum prices at which they may be bought. Any Shares
purchased under the authority granted by this Resolution 10 will
either be cancelled or may be held as treasury shares (see further
below).
36. The minimum price, exclusive of expenses, which may be paid
for an ordinary share is an amount equal to the nominal value of an
ordinary share. The maximum price, exclusive of expenses, and
subject to the ASX Listing Rules (including, without limitation,
ASX Listing Rule 7.33) which may be paid for an ordinary share is
the higher of:
36.1 an amount equal to 5% above the average of the closing
middle-market quotations of an ordinary share for the five business
days immediately preceding the date of the purchase; and
36.2 the price of the last independent trade and the highest
current independent purchase bid on the trading venues where the
purchase is carried out.
37. The authority granted under Resolution 10 will expire at the
conclusion of the annual general meeting of the Company to be held
in 2022, or fifteen (15) months from the date of passing this
Resolution 10, whichever is the sooner.
Notes to Resolution 11 - Notice period for general meetings
other than annual general meetings
38. Under the Companies (Shareholders' Rights) Regulations 2009,
the notice period for general meetings increased to not less than
21 clear days, unless Shareholders approve a shorter period, which
cannot be less than 14 clear days.
39. Resolution 11 seeks authority for the Company to call
general meetings (other than annual general meetings) on 14 clear
days' notice, provided that a means of electronic voting is made
available to all Shareholders for that meeting. The shorter notice
period would not be used as a matter of routine for such meetings,
but only where the flexibility is merited by the business of the
meeting and is thought to be to the advantage of Shareholders as a
whole. Annual general meetings of the Company will continue to be
held on at least 21 clear days' notice.
40. The authority granted under Resolution 11 will be effective
until the conclusion of the Company's annual general meeting to be
held in 2022, when it is intended that a similar resolution will be
proposed.
DEFINITIONS
In this document, the following words and expressions shall,
except where the context
requires otherwise, have the following meanings:
Act means the UK Companies Act 2006, as amended or modified from time to time.
Adriatic , Adriatic Metals or the Company means Adriatic Metals
Plc, a company incorporated and registered in England and Wales
under number 10599833.
Annual General Meeting or Meeting means the meeting convened by the Notice.
Annual Report and Financial Statements means the Company's 2021
Annual Report and Financial Statements for the half year ended 31
December 2020.
Articles means the articles of association of the Company .
ASX means ASX Limited (ACN 008 624 691) or the Australian
Securities Exchange, as the context requires.
ASX Listing Rules means the Listing Rules of the ASX.
Auditor means BDO LLP.
Audit and Risk Committee means the Company's audit and risk
committee.
Board means the board of Directors of the Company.
CDI means CHESS Depositary Interest, being a unit of beneficial
ownership of a Share legally held by CHESS (provided that a
reference to a "CDI" may also be construed as a reference to a
Share, with each such Share representing one CDI).
CDI Holder means a holder of CDIs.
CHESS means CHESS Depositary Nominees Pty Ltd (ACN 071 346 506).
Company means Adriatic Metals Plc.
Directors means the directors of the Company.
Equity Securities has the meaning given in section 560(1) of the Act.
Explanatory Notes means the explanatory notes accompanying and
forming part of the Notice.
Group means the Company and its related bodies corporate.
Nominated Person has the meaning in paragraph 28 of part A of
the Explanatory Notes.
Notice or Notice of Meeting means the notice of meeting
including the Explanatory Notes to the
Resolutions and the Proxy Form.
Option means an option, giving the holder the right, but not an
obligation, to acquire a Share at a pre-determined price and at a
specified time in the future.
Performance Right means a right (granted under the Share Option
Plan) to be issued one Share subject to the rules in respect of the
operation of the Share Option Plan, as amended from time to time,
and the terms and conditions of that right.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice, or any
one of them, as
the context requires.
Share means a fully paid ordinary share in the capital of the
Company (provided that a reference to a "Share" may also be
construed as a reference to a CDI, with each such CDI representing
one Share).
Shareholder means a holder of a Share in the Company.
Share Option Plan means the Company's New Employees and
Consultants Employee Share Option Plan.
Trading Day has the same meaning as in the ASX Listing Rules.
VWAP means the volume weighted average market price.
Schedule 1 - Summary of Terms and Conditions of Performance
Rights
1. Expiry Date and Performance Conditions
1.1. Before the Performance Rights vest and can be exercised the
following conditions precedent must be satisfied (together, the
Performance Conditions):
Number of Condition Test Performance Conditions
Performance Date
Rights to
vest
750,000 31 December All the following Performance
2021 Conditions must be satisfied:
* completion of a JORC compliant definitive feasibility
study; and
* the Volume Weighted Average Market Price per CDI in
the Company exceeds A$1.50 during any 5 consecutive
trading days prior to 31 December 2021.
--------------- -------------------------------------------------------------
1.2. Subject to the satisfaction of the relevant Performance
Conditions, the relevant tranche of Performance Rights will vest on
the date the last of the relevant Performance Conditions for that
class set out above is satisfied (such Performance Rights being
Vested Performance Rights) and the Company shall notify the Holder
in writing that the relevant tranche of Performance Rights referred
to in paragraph 1.1 has vested.
1.3. The Board, in its sole discretion, will determine if the
relevant Performance Conditions have been satisfied.
1.4. Each Performance Right shall expire at 5:00pm (London time)
on the day after the relevant Condition Test Date (Expiry
Date).
1.5. If the Board determines, in its sole discretion, that the
relevant Performance Conditions have been satisfied by the
Condition Test Date, then the Company shall notify the Holder in
writing that the relevant tranche of Performance Rights referred to
in paragraph 1.1 has vested (such Performance Rights being Vested
Performance Rights).
1.6. Performance Rights shall immediately lapse and the Company
shall notify the Holder of the same (however, any failure by the
Company to make such notification will have no impact on the lapse
of the applicable Performance Right(s)):
1.6.1. if any applicable Performance Condition is not satisfied
by the relevant Condition Test Date; or
1.6.2. if the Board determines in its sole discretion that any
applicable Performance Condition has not been met and cannot be met
prior to the Condition Test Date; or
1.6.3. if the Consultancy Agreement is terminated by the Company
due to serious breach of the terms of the Consultancy Agreement by
the Consultant or other events relating to the conduct of the
Consultant and the Holder.
2. Quotation
2.1. The Performance Rights will not be quoted. No application
for the quotation of Performance Rights will be made by the
Company.
3. Exercise of Vested Performance Rights
3.1. Subject to the remainder of this paragraph 3 and any
adjustment prescribed hereby, Vested Performance Rights may be
exercised at any time during the Exercise Period for those Vested
Performance Rights by the Holder giving the Company an Exercise
Notice signed by the Holder and by the Holder paying to the Company
the aggregate Exercise Price (as defined below) for the Vested
Performance Rights being exercised.
3.2. The issue of Performance Right Shares to the Holder
following the exercise of Vested Performance Rights is subject to
such issue not contravening the Corporations Act, the ASX Listing
Rules, EU Market Abuse Regulation (596/2014), other applicable
stock exchange rules, the Company's Securities Trading Policy or
any other applicable law.
3.3. The exercise price for the Vested Performance Rights on
each respective tranche shall be the higher of GBP1 and the
aggregate nominal value of the Performance Right Shares to be
allotted and issued pursuant to that tranche (Exercise Price).
3.4. The Holder must exercise Vested Performance Rights in
multiples of 250,000 unless the Holder exercises all Vested
Performance Rights able to be exercised by the Holder at that time.
The exercise by the Holder of only some of the Vested Performance
Rights held by the Holder will not affect the Holder's right,
during the relevant Exercise Period, to exercise Vested Performance
Rights held by the Holder.
3.5. Following the exercise of Vested Performance Rights in
accordance with paragraph 3.1 , the Company must:
3.5.1. issue the relevant number of Performance Right Shares to the Holder;
3.5.2. (provided no ASX imposed escrow period applies) apply for
official quotation on ASX of the Performance Right Shares within
the period required by ASX; and
3.5.3. (provided no ASX imposed escrow period applies) if
required to enable the Performance Right Shares to be freely
tradeable on the ASX, subject to paragraph 3.6 , within 5 Business
Days of the issue of the Performance Right Shares under paragraph
3.5.1 , issue a cleansing notice under section 708A(5) of the
Corporations Act.
3.6. If the Company is not permitted to issue a cleansing notice
under section 708A(5) of the Corporations Act within the time
required under paragraph 3.5.3 , or for any reason that cleansing
notice is not effective to enable the Performance Right Shares to
be freely tradable on the ASX, then the Company must either:
3.6.1. issue a prospectus on the date that the Performance Right
Shares are issued (in which case the date for issuing those
Performance Right Shares may be extended to not more than 15
Business Days after the exercise of the Vested Performance Rights,
to allow the Company time to prepare that prospectus); or
3.6.2. issue a prospectus before the date that the Performance
Right Shares are issued, provided that offers under that prospectus
must still be open for acceptance on the date those Performance
Right Shares are issued, in accordance with the requirements of
section 708A(11) of the Corporations Act.
3.7. Subject to paragraph 4.3 , if the Holder dies during the
term of a Vested Performance Right, the Holder's legal personal
representative shall stand in the place of the Holder for the
purposes of paragraph 3.5 , subject only to prior production to the
Company of such evidence as would be required to permit the legal
personal representative to become registered as a shareholder in
respect of any Shares held by the Holder.
3.8. From and including the date of issue to the Holder of any
Performance Right Shares, the Holder must not sell or transfer
those Performance Right Shares if to do so would be in breach of
the insider trading provisions of the Corporations Act (Part 7.10
Division 3), section 707(3) of the Corporations Act, any other
applicable law or any Securities Trading Policy.
3.9. From and including the date of issue to the Holder of any
Performance Right Shares the Holder shall:
3.9.1. be the absolute indefeasible beneficial owner of those Performance Right Shares; and
3.9.2. subject to paragraph 3.8 , the Corporations Act, the
Listing Rules, any Securities Trading Policy, any Class Order on
which the Company is relying or any other applicable law, be
entitled to sell, transfer, dispose of, mortgage, pledge or
otherwise deal with those Shares or any interest therein in every
manner whatsoever.
3.10. All Performance Right Shares will rank equally in all
respects with all previously issued Shares at the time being on
issue except as regards to any entitlements attaching to such
Shares by reference to a record date that is prior to the date of
issue of the Performance Right Shares.
4. Forfeiture and Cessation as an Eligible Person in relation to
Performance Rights
Lapse of a Performance Right
4.1. Unvested Performance Rights will lapse upon the earliest of
the events specified in paragraphs 1.6 and paragraphs 4.2 , 4.3 and
4.4 occurring.
Fraudulent or dishonest action and other breaches
4.2. Unless the Board resolves otherwise, where, in the opinion
of the Board, the Consultant or the Holder at any time:
4.2.1. breaches the Consultancy Agreement or any other
agreement, deed or arrangement between the Consultant, the Holder
and any one or more companies within the Adriatic Group;
4.2.2. acts or has acted fraudulently or dishonestly; or
4.2.3. is in breach or has breached any of his obligations to
the Company or to any other company within the Adriatic Group,
the Board may do one or more of the following:
4.2.4. deem any unvested Performance Rights to have immediately lapsed;
4.2.5. deem any Vested Performance Rights which have not yet
been exercised to have immediately lapsed;
4.2.6. deem all or any Performance Right Shares issued to the
Holder on the exercise of Performance Rights to be forfeited, in
which event the Holder will be deemed to have appointed an officer
of the Company as his attorney to do all such matters so as to
effect a sale of such Shares with the net proceeds of that sale
going to the Company; and
4.2.7. where any Performance Right Shares issued to the Holder
on the exercise of Performance Rights have been sold by the Holder,
require the Holder to pay all or part of the net proceeds of that
sale to the Company.
Ceasing to be an Eligible Person
4.3. Without prejudice to paragraph 4.2 but subject to paragraph
4.4 , where the Holder ceases to be an Eligible Person before the
Performance Rights then held by him become Vested Performance
Rights by reason of his death or total and permanent disability,
unless the Board determines otherwise, in respect of those
Performance Rights which have not lapsed, the Holder will be
permitted to continue to hold those Performance Rights (until they
lapse or otherwise cease to exist as provided in this Schedule) as
if the Holder was still an Eligible Person.
Ceasing to satisfy relevant conditions
4.4. Without prejudice to paragraph 4.2 , unless the Board
determines otherwise, if the Holder ceases to be an Eligible Person
for any reason other than contemplated by paragraph 4.3 , all
Performance Rights will lapse immediately.
5. Transfer of Rights
5.1. Performance Rights are not transferable.
6. Security Interest
6.1. Subject to paragraph 5 , the Holder must not grant a
Security Interest in or over or otherwise dispose of or deal with
any Performance Rights or any interest in them until the underlying
Performance Right Shares are issued to the Holder, and any such
Security Interest or disposal or dealing will not be recognised in
any manner by the Company and shall at the election of the Board
result in the Performance Rights being declared to lapse
immediately.
7. Dividend and Voting Rights
7.1. Performance Rights will not confer upon the Holder the
right to dividends or to vote as a Shareholder until the Vested
Performance Rights have been exercised and the Performance Right
Shares issued to the Holder.
8. Takeover, Scheme of Arrangement and Change in Control
8.1. If any of the following events occurs:
8.1.1. the Company announcing that its Shareholders have at a
Court convened meeting of Shareholders voted in favour, by the
necessary majority, of a proposed scheme of arrangement (excluding
a merger by way of scheme of arrangement for the purposes of a
corporate restructure (including change of domicile, consolidation,
sub-division, reduction or return) of the issued capital of the
Company) and the Court, by order, approves the scheme of
arrangement;
8.1.2. a Takeover Bid:
8.1.2.1. is announced; and
8.1.2.2. has become unconditional; and
8.1.2.3. the person making the Takeover Bid is able to
squeeze-out the Company's minority shareholders in accordance with
section 979 of the Companies Act 2006;
8.1.3. any person acquires a Relevant Interest in 50.1% or more
of the Shares by any other means; or
8.1.4. any person acquires Control of 50.1% or more of the Shares of the Company,
and the relevant event is triggered by a person who does not
control the Company at the time the Performance Rights were issued,
the Board will immediately declare all Performance Rights held by
the Holder which have not lapsed in accordance with their terms and
conditions as Vested Performance Rights (in which case their Expiry
Date is deemed to be 5:00pm (London time) on the third day after
vesting) or deal with the Performance Rights in such other manner
that allows the holder of the Performance Right to participate in
any of the above events.
9. Pro Rata Issue of Securities
9.1. If during the term of any Performance Right, the Company
makes a pro rata issue of securities to the Shareholders by way of
a rights issue, the Holder shall not be entitled to participate in
the rights issue in respect of any Performance Rights, only issued
Performance Right Shares held by the Holder at the relevant record
date of the rights issue.
9.2. The Holder will not be entitled to any adjustment to the
number of Performance Right Shares he is entitled to, nor
adjustment to any Performance Condition, as a result of the Company
undertaking a rights issue.
10. Adjustment for Bonus Issue
10.1. If, during the term of any Performance Right, securities
are issued pro rata to Shareholders generally by way of bonus
issue, the number of Performance Right Shares to which the Holder
is then entitled, shall be increased by that number of securities
which the Holder would have been issued if the Performance Rights
then held by the Holder were exercised immediately prior to the
record date for the bonus issue.
11. Adjustment for Reconstruction and Winding Up
11.1. In the event of any reconstruction (including
consolidation, sub-division, reduction or return) of the issued
capital of the Company (not being a reconstruction referred to in
paragraphs 9 and 10 above), the number of Performance Rights shall
be reconstructed (as appropriate) in accordance with the ASX
Listing Rules (applying at that time) and in a manner which will
not result in any additional benefits being conferred on the Holder
which is not conferred on holders of Shares generally, but in all
other respects the terms of vesting and exercise will remain
unchanged.
11.2. Performance Rights will not confer upon the Holder the
right to a return of capital, whether in a winding up, upon a
reduction of capital or otherwise, until the Vested Performance
Rights have been exercised and the Performance Right Shares issued
to the Holder.
11.3. Performance Rights do not confer upon the Holder the right
to participate in the surplus profit or assets of the Company upon
a winding up, until the Vested Performance Rights have been
exercised and the Performance Right Shares issued to the
Holder.
12. Accumulation of Adjustments
12.1. Paragraphs 9 , 10 and 11 are cumulative and shall apply
(without duplication) to successive issues, subdivisions,
combinations, consolidations, distributions and any other events
that require adjustment of the number of Shares or the number or
kind of securities that can be acquired upon the exercise of Vested
Performance Rights.
13. No Participation in New Issues
13.1. If, during the life of any Performance Right, securities
of the Company or any other corporation are offered by the Company,
the Performance Rights will carry no entitlement to participate in
such offers.
14. Definitions
14.1. In this Schedule:
A reference in this Schedule to a paragraph is to a paragraph in
this Schedule.
Adriatic Group means the Company and its subsidiary Eastern
Mining d.o.o and any other subsidiary.
ASIC means the Australian Securities and Investments
Commission.
ASX means ASX Limited (ACN 008 624 691).
ASX Listing Rules means the Listing Rules of ASX.
Board means the board of directors of the Company.
Business Day means a day other than a Saturday, Sunday and
public holidays in the location in which the act is to be done.
CDI has the same meaning as given in the ASX Listing Rules.
Class Order means an instrument issued by ASIC that, among other
things, exempts a person(s) from compliance with certain provisions
of the Corporations Act, or other acts administered by ASIC.
Company means Adriatic Metals PLC.
Condition Test Date means the relevant Performance Conditions
test date provided in paragraph 1.1 for a particular tranche of
Performance Rights.
Consultancy Agreement means the consultancy agreement entered
into between the Company, the Consultant and Paul Cronin.
Consultant means Swellcap Limited, a company owned and
controlled by Paul Cronin.
Control has the meaning given in section 50AA of the
Corporations Act.
Corporations Act means the Corporations Act 2001 (Cth).
Eligible Person means an employee, director or contractor of the
Company or of another company within the Adriatic Group or such
other person as determined by the Board to be an Eligible
Person.
Exercise Notice means a duly completed exercise notice of Vested
Performance Rights signed by the Holder.
Exercise Price has the meaning given in paragraph 3.3 .
Exercise Period subject to paragraph 3 , means the period up to
the Expiry Date during which Vested Performance Rights may be
exercised.
Expiry Date subject to paragraph 8 , has the meaning given in
paragraph 1.4 .
Holder means the holder of the Performance Rights (being Mr Paul
Cronin or his nominee).
Performance Conditions has the meaning given in paragraph 1.1
.
Performance Right means a right granted on the terms and
conditions in this Schedule to be issued one Share.
Performance Right Share means, in respect of any Vested
Performance Right, the Share which the Holder is entitled to
subscribe for during the Exercise Period, by reason of the grant to
him, and vesting, of that Performance Right, including any
securities resulting from an adjustment made thereto pursuant to
the terms and conditions of the Performance Right.
Relevant Interest has the meaning given in the Corporations
Act.
Security Interest means any mortgage, pledge, charge, lien,
encumbrance, assignment, security, interest, preferential right,
set-off or any other security arrangement.
Securities Trading Policy means any policy established by the
Company applicable to trading in securities of the Company.
Share means a fully paid ordinary share in the Company (or a CDI
over that fully paid ordinary share in the Company).
Shareholder means a holder of a Share.
Takeover Bid has the meaning given to that term in Part 28 of
the Companies Act 2006.
Vested Performance Right subject to paragraph 8 , has the
meaning given in paragraph 1.5 .
Volume Weighted Average Market Price has the same meaning as
given in the ASX Listing Rules.
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END
NOAPPUQGCUPGGCM
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April 28, 2021 02:00 ET (06:00 GMT)
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