TIDMBOS
RNS Number : 9519X
BOS GLOBAL Holdings Limited
30 November 2017
BOS GLOBAL Holdings Limited
ABN 59 009 087 852
Suite 3, Level 3,
1292 Hay Street West Perth WA 6005
GPO Box 2870 West Perth WA 6872
T: (61 8) 9322 4071 F: (61 8) 9322 4073
www.bosglobal.com
30 November 2017
Dear Shareholders
BOS GLOBAL Holdings Limited (AIM: BOS) is pleased to enclose the
Notice of General Meeting and Proxy Forms in respect of a General
Meeting of shareholders to be held in Sydney on 8 January 2018.
Shareholders are being asked to consider four items of special
business relating to requests from a shareholder group.
Attached to the Notice of Meeting are:
-- a statement from the Director the subject of removal resolutions, Mr Adam Webb
-- a statement from the Requisitioning Shareholders comprising
two open letters from Mr Michael Travia.
The Company notes that the Open Letters provided by the
Requisitioning Shareholders to form their statement are dated 10
October 2017 and 12 October 2017. Since that time, Mr Travia has
resigned from the board of Call Design Pty Ltd. Notwithstanding the
comments in Mr Travia's shareholder statement, BOS GLOBAL Holdings
Limited would like to clearly state that it is NOT contemplating a
reverse takeover transaction with Call Design.
Shareholders are strongly advised to read the meeting booklet in
full, including the statements of Mr Webb and the Requisitioning
Shareholders.
They contain important information regarding the business to be
considered at the General Meeting.
Please contact Mr Murray Wylie (Company Secretary) on +61 (0) 8
9322 4071 if you have any queries.
Mr David Ireland
Non-Executive Chairman
Dear Shareholder of BOS GLOBAL Holdings Limited,
As you may know, BOS GLOBAL Holdings Limited ("BOS" or the
"Company") has received a request from two of the Company's more
than 1,500 shareholders for the Company to call a general meeting
of shareholders to consider a range of resolutions, including that
I be removed from the Board, that Messrs Marcus Yeoman and Michael
Travia be elected to the Board of BOS and that the minimum number
of Directors be increased from 3 to 4.
I joined the Board of BOS on 11 July 2017 as a UK based
independent non-executive Director in order to provide support to
the Company through my extensive legal, IP and governance knowledge
and my contacts, particularly in the City of London. Over a period
of 40 years, I have accrued a wealth of experience and built a
strategic network of contacts within the UK and overseas equity
markets, working as a financial adviser, nominated adviser,
stockbroker and board Director. I joined the Board at the express
request of Michael Travia to assist where I could in the move of
the Company's business domicile to London.
During my time with the Company so far, I have endeavoured to
provide a strong voice for all shareholders and guidance on
corporate governance practices, as well as promote the interests of
the Company within the London financial markets. If the motion to
remove me is defeated, I will continue to do so.
The time since my appointment has not been easy, with a Company
that has limited funds, delays in product development and delivery
and an extensive cost structure already in place. The task has been
made more difficult with a Managing Director at the time in Mr
Travia (sole director of one of the Requisitioning Shareholders)
who is also the largest shareholder and primary funder of the
Company. None of this was made any easier when Michael Travia in
September 2017 left the business without any warning or prior
notice.
I became aware at the second Board meeting /call I attended that
the funding of the BOS business was inadequate and a large deficit
was arising from a growing list of unpaid creditors. I spent time
with the Company's London stockbrokers and tried to progress a fund
raise on at least two occasions to assist the BOS business at a
placing price well above the level it has sunk to now. .My efforts
to do this were resisted.
In London, I did my best in the late UK summer to assist BOS
product sales by arranging and joining a presentation of our
products to one of the largest UK law firms where the CEO is a
personal contact - we have sadly been unable to follow this up.
In the latter part of the year I did all I could to avoid an
insolvency event and was saddened to have to assist my BOS Board
colleagues in a significant cost cutting exercise of the BOS
business. It was not an easy exercise but was inevitable and it was
very sad to see loyal BOS team members unpaid and in a lot of cases
laid off.
I have made every effort to assist the Board to reduce costs and
raise additional working capital. I do not understand why the
Requisitioning Shareholders have sought to remove me from the Board
other than the possibility that Mr Travia objected to my
independence and preparedness to speak my mind on important issues
and present views that differed from his own.
Therefore I strongly urge you to vote AGAINST Resolution 1 so
that I may continue on the Board of BOS to represent your
interests.
Resolution 2 is seeking Shareholder approval to elect Mr Marcus
Yeoman as Director. Mr Yeoman was previously considered by the
Board of BOS for appointment as a non-executive Director around the
time of my appointment, however a decision on his appointment was
deferred because the Board did not consider that a fourth Director
was justified at that time and there was some doubt as to the
suitability of Mr Yeoman to the role being considered. I note that
the Requisitioning Shareholders have not bothered to provide any
information in their Requisitioning Shareholders Statement in
support of Mr Yeoman to enable Shareholders to make an informed
decision on why they would like him to be elected. In view of the
above, I strongly recommend that Shareholders vote AGAINST the
election of Mr Yeoman.
Resolution 3 is seeking Shareholder approval to elect Mr Michael
Travia as Director. Mr Travia was previously Managing Director of
BOS GLOBAL Limited prior to completion of the reverse takeover of
Forte Energy NL (now BOS GLOBAL Holdings Limited) in August 2016.
He continued as Managing Director of BOS until his sudden departure
on Saturday 9 September 2017. His request for Shareholders to
re-elect him to the Board 2 months later is difficult to fathom and
highly irregular.
As the largest Shareholder, Mr Travia's presence on the Board in
particular and in any executive capacity represents a difficult
governance issue to manage in order to avoid potential conflict
issues between his personal interests and the interests of other
Shareholders. The potential for conflict is even greater with Mr
Travia's role as the primary funder of BOS through a series of
convertible note loan agreements, which contain restrictions that
limit the ability of your Board to seek alternative sources of
funds and manage the Company as it sees fit in the best interests
of all Shareholders.
For these reasons and numerous other reasons I strongly
recommend that Shareholders vote AGAINST the election of Mr
Travia.
Resolution 4 seeks Shareholder approval in accordance with the
Company's Constitution, to increase the minimum number of Directors
from 3 to 4. Given the early stage of the Company's operations and
its restricted access to funding, I do not see the need for an
additional Director at this time. There is currently no restriction
on the Board appointing additional directors should it consider
that this would be in the best interests of Shareholders, however
there seems to be little benefit to be gained by making it a
mandatory requirement. Therefore I strongly recommend Shareholders
vote AGAINST Resolution 4.
Finally, let me confirm my respect for the right of every
Shareholder to be heard. Equally, the obligation of Directors to
act without fear or favour, and not to override the interests of
the Company and Shareholders as a whole in favour of a few large
Shareholders.
I am pleased that this matter, which has been a substantial
distraction and come at a significant cost to the Company, will
soon be over so that your Board can get on with the important task
of running BOS. Please accept my thanks in appreciation for your
ongoing support.
Yours faithfully,
Adam Webb
Non-Executive Director
This statement is provided by Director Mr Adam Webb pursuant to
section 203D (4) of the Corporations Act 2001 (Cth) for circulation
to you and forms part of the accompanying Notice of General Meeting
in respect of the forthcoming General Meeting of the Company to be
held on 8 January 2018.
REQUISITIONING SHAREHOLDERS' STATEMENT
10 October 2017
Dear David,
I have been reviewing the ASX Rules in comparison to that of AIM
Rules for Companies. Some of the ASX Rules appear to be relevant to
the corporate governance of BOS GLOBAL Holdings Limited ('BOS or
the Company') as an Australian Public Company (governed by the
Australian Corporations Act), and its own Constitution referring to
the ASX, Corporation Act and applicable Acts.
This research activity has prompted me to write an open letter
to you as BOS Chairman, seeking the consideration by BOS, to
consider the potential merit of adopting some of the ASX Corporate
Governance Council recommendations and ASX Listing Rules (including
that of LSE Main Listing companies) such as
1. Gender diversity
a. Shareholder suggestion: Gender diversity with 30% female
representation at both Board and staff level by Year 2018 (I
understand there is similar recommendations for LSE main listed
companies)
b. Rationale: BOS has no known female Board or staff; BOS has
previously announced its intent to recruit two new Board Members.
Further, with some industry knowledge of the market BOS sells its
products too, an industry that comprises over 30% female decision
makers
c. References: Australia Gender Equality Act; Numerous local and
global HR Surveys covering decision makers and gender equality and
diversity.
2. Capital Raising
a. Shareholder Suggestion: Shareholder approval to issue more
than 15% equity in any 12-month period (i.e. adopting the ASX
rule)
b. Rationale: Upon AIM Rules inspection, there appears to be no
limit on a Board either undertaking a capital raising or use of a
financial instrument that requires Shareholder approval and this
could prejudice minority or unsophisticated shareholders especially
if any such change to capital structure results in a discount or
select placement rather than an open offer to all Shareholders. The
ASX Rule appears fair to all concerned vs. AIM Rules.
c. References: LSE Main Listing rules; ASX Listing rule 7
There appears to be no size limitation of a company when
considering such governance practices for the benefit of its
Shareholders.
With the upcoming BOS Notice of Meeting due out soon and BOS AGM
event, I thought it timely to ask the BOS Board for its due
consideration to the merits of changing its Constitution and
providing to all Shareholders the opportunity to vote on
appropriate resolutions such as that suggested above at the BOS
AGM?
Separate to the above, I ask is there a reason why BOS publishes
the Tr-1 Notice of Capresi but not the TR-1 Notices of my related
entities or that of new and unrelated significant Shareholders
recently announced by the Company?
I look forward to openly sharing my thoughts and views on
progressive governance practices adopted by public companies,
especially Australian companies such as BOS.
Kind regards,
Michael Travia
Sole Director of:
Innovation Corporation Limited (HKG)
DJ Family Group Pty Ltd (AUS)
DJ3 Silicon Valley Growth Inc (California)
12 October 2017
Dear David,
I openly write to you as both representative of my wholly owned
entities that hold shares in BOS GLOBAL Holdings Limited ('BOS and
the Company') and Innovation Corporation Limited ('ICL') as BOS
Noteholder. Further, noting I currently hold a pro-bono position as
Non-Executive Chairman of Call Design Pty Ltd ('Call Design') to
which BOS is a 40% equity shareholder. In addition, I have always
been a public advocate as a Shareholder / Investor or Funder or
Company Director of non-dilution or premium issuance of new shares
options, especially when it impacts all Shareholders, and now with
BOS having the potential to unlock an asset such as Call Design via
its ASX IPO Evaluation Process, to funds its own growth at
potentially no Shareholder Dilution.
The above introduction is the basis of openly writing to You as
BOS Independent Chairman and the Company about Shareholder Dilution
vs Non Dilution option i.e. Call Design
BOS continues to dilute existing shareholders (minority and
significant shareholders) with each drawdown of the ICL Convertible
Note even though this is at a current premium to the BOS share
price. The most effected and vocal Shareholders are often minority
Shareholders. To date, the Company has issued 30m new shares since
its AIM Listing (i.e. 60% increase in share issued since 30(th)
August 2016). This new share issuance as publicly stated by the
Company in various announcements amounts to approximately GBP2.3m
of funding (i.e. past Convertible Notes, discounted placement in
December 2016 and current ICL Convertible Note) to fund its stated
objective of Software and Distribution (BOS software) via
resellers. I acknowledge this has been an amazing achievement by
the BOS Board and its people with such little funding compared to
other early stage software companies!
However, the fact remains based on BOS Announcements that there
is potential for continuous Shareholder Dilution and it's a widely
known fact that Shareholders do not like dilution (including
myself), even if at a premium such as the current ICL Conversion at
GBP0.16 pence per Share. I refer you to the many social media
outlets and blog sites commenting on BOS continuous dilution,
drawdowns, the potential for a BOS RTO of Call Design with
estimated costs, suspension risk and massive dilution; and speaking
to minority shareholders based on my public opinions and views
since leaving BOS).
But, with BOS having a reportedly GBP2m+ Asset on its Balance
Sheet (Equity Investment) being Call Design, why does the Company
not sell its position (partially or wholly) in Call Design, and
therefore evaluate its own potential to
-- limit any potential issuance of new shares (dilution); and
-- bolster its own funding and fund its own stated growth
strategy with Call Design as its Platinum Reseller; and
-- Leverage Call Design points of presence and capability in the
key markets of Australia and North America?
It's my express opinion as both major Shareholder and Funder,
that it does not make sense for the Company to be silent on the
subject of Call Design, nor in the best interest of ALL
shareholders, especially minority shareholders!
Further, I am a 'sophisticated investor' as gazetted by the
Australian Securities & Investment Commission ('ASIC'). ASIC
being the regulatory body governing Australia Companies such as BOS
and Australian Investors. It's fair to write, that I understand the
financial aspects of both private and public companies, including
such Australian companies as BOS that is regulated by ASIC and AIM
Market of London.
BOS Shareholders that are minority or significant or
unsophisticated or sophisticated investors understand that if BOS
should consider exercising or NOT, its publicly stated rights
(1(st) Right of Offer / 1(st) Right of Refusal) of Call Design it
will be an order of MASS Shareholder Dilution because information
is widely and publicly available about BOS current funding and
drawdowns. This is widely discussed on social media by BOS and
non-BOS Shareholders. In my view, this can only be damaging for
BOS. More importantly, its widely discussed in the same forums and
from other internet sources that if BOS chose to exercise its 1(st)
Right of Offer of Call Design it will be a costly and lengthy
process and to Shareholder - MASS Dilution.
I have summarised my findings from the internet about BOS and
Call Design following:
That BOS maybe required to:
1. Undertake a Reverse Takeover due to the size of Call Design,
again a process that is well documented in the public domain and
familiar to BOS Shareholders in terms of time and cost; and
2. Require BOS to have cash to pay for this process (plus
additional cash to pay the Vendors as per BOS announcements);
and
3. Require BOS to be suspended pending an Admission Document (as
what occurred to Forte Energy NL prior to the Reverse Takeover of
BOS GLOBAL Pty Ltd in mid-2016); and
4. May require BOS to consider and evaluate funds for its own growth purposes.
As mentioned, the above Items 1-3 inclusive are well set out in
the publicly available AIM - Rules for Companies, Advisors (to AIM)
websites and general publications about AIM Listing Rules and Forte
Energy own Admission Document for BOS. For BOS Shareholders this
spells out only one thing - SIGNIFICANT SHAREHOLDER DILUTION; BOS
Shareholders know this, they write about this daily. The views of
all shareholders must be considered. As an advocate of BOS, and BOS
shareholder, I choose to openly write and express my opinion and
views, but clearly I AM NOT ALONE based on my research on this
subject.
Therefore, it's my opinion and view alone at this point in time,
that there is a great opportunity for the Company to reinforce with
Shareholders ahead of publishing its 2016 Audited Financial
Results, Notice of Meeting and subsequent AGM, its publicly stated
strategy of software and distribution (with emphasis of Call Design
as its publicly stated Innovation Partner and Platinum Reseller,
with that of MSP Secretaries) whilst communicating its own
assessment of how BOS can free up its only non-dilutionary option
i.e. Call Design - equity investment; (just like BOS did with
Copper Range!) and fund its current and projected investment
Research and Development, BOS-360 software development program and
support resellers from an Australian base with its India Operations
Centre and technical resource in California (which in fact, maps
perfectly to Call Design as its only Platinum Reseller aligned to
workforce productivity). I go one step further and encourage the
Company to right-size as a software company focused on its platinum
reseller. Further, I noted that the most recent RNS refers to EMEA
for reasons I do not understand. A pivot by the Company back to
Australia at this juncture, with the important evaluation of Call
Design appears from the outside an appropriate option worthy of
consideration and hopefully subsequent communication to
Shareholders before the AGM.
David, this is a great opportunity for the Company to unlock its
balance sheet and economically funds its own business and avoid the
potential for Shareholder Dilution. I strongly recommend the
Company canvass or at least communicate to its shareholders and the
market in general. Again, any significant Shareholder Dilution has
the potential negative effect on the Company brand, its position
and its people and have the potential to take-away from appears to
be positive progress ahead of its AGM this year.
I am happy to discuss what is publicly available and my general
knowledge to help in any way possible. Please feel free to contact
me anytime.
Michael Travia
Sole Director of:
Innovation Corporation Limited (HKG)
DJ Family Group Pty Ltd (AUS)
DJ3 Silicon Valley Growth Inc (California)
BOS GLOBAL HOLDINGS LIMITED
acn 009 087 852
notice of EXTRAORDINARY general meeting
--------------------------------------------------------------------------------------------------
A general meeting of the Company will be held at Level 20, Tower 2 Darling Park
201 Sussex Street, Sydney NSW, Australia on Monday, 8 January 2018 at 10.30am (EDST).
Your directors recommend you vote:
AGAINST All Resolutions
--------------------------------------------------------------------------------------------------
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should
vote, they should seek advice from their accountant, solicitor or other professional adviser
prior to voting.
Should you wish to discuss any matter please do not hesitate to contact the Company by telephone
on +61 8 9322 4071
--------------------------------------------------------------------------------------------------
Shareholders are urged to attend or vote by lodging the proxy form included with this Notice.
BOS GLOBAL HOLDINGS LIMITED
ACN 009 087 852
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an extraordinary general meeting of
shareholders of BOS GLOBAL Holdings Limited ("Company") will be
held at Level 20, Tower 2 Darling Park, 201 Sussex Street, Sydney
NSW, Australia on Monday, 8 January 2018 at 10.30am (EDST)
("Meeting").
The Explanatory Memorandum provides additional information on
matters to be considered at the Meeting. The Explanatory Memorandum
and the Proxy Form form part of this Notice.
The Directors have determined pursuant to regulation 7.11.37 of
the Corporations Regulations 2001 (Cth) that the persons eligible
to vote at the Meeting are those who are registered as Shareholders
on Saturday, 6 January 2018 at 10.30am (EDST).
Terms and abbreviations used in this Notice (including the
Explanatory Memorandum) are defined in Schedule 1 and risks for
shareholders to consider are contained in Schedule 2.
agenda
1. resolution 1 - removal of adam webb as director
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That Mr Adam Webb is removed as a Director of the Company
(effective immediately on passing of this resolution)."
Your directors, Mr Webb abstaining, recommend you vote AGAINST
this resolution.
The Chairman intends to vote all undirected proxies against
Resolution 1.
2. resolution 2 -- election of marcus yeoman as director
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That Mr Marcus Yeoman is elected as a Director of the Company
(effective immediately on passing of this resolution)."
Your directors recommend you vote AGAINST this resolution.
The Chairman intends to vote all undirected proxies against
Resolution 2.
3. resolution 3 -- election of michael travia as director
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That Mr Michael Travia is elected as a Director of the Company
(effective immediately on passing of this resolution)."
Your directors recommend you vote AGAINST this resolution.
The Chairman intends to vote all undirected proxies against
Resolution 3.
4. resolution 4 - increase the minimum number of directors to 4
To consider and, if thought fit, to pass with or without
amendment, as an ordinary resolution the following:
"That, pursuant to and in accordance with article 6.2 of the
Constitution and for all other purposes, the Company increase the
minimum number of Directors from 3 to 4."
Your directors recommend you vote AGAINST this resolution.
The Chairman intends to vote all undirected proxies against
Resolution 4.
Dated: 29 November 2017
By order of the Board
Murray Wylie
Company Secretary
BOS GLOBAL HOLDINGS LIMITED
ACN 009 087 852
EXPLANATORY MEMORANDUM
1. Introduction
This Explanatory Memorandum has been prepared for the
information of Shareholders in connection with the business to be
conducted at the Meeting.
This Explanatory Memorandum forms part of the Notice which
should be read in its entirety. This Explanatory Memorandum
contains the terms and conditions on which the Resolutions will be
voted.
A Proxy Form is included with this Explanatory Memorandum.
Background to special business being put to the Meeting
On 8 November 2017, the Company received notice under section
249D of the Corporations Act 2001 (Cth), that Innovation
Corporation Limited and Mr Graeme Edgar Hopgood, (the
Requisitioning Shareholders) had given notice requesting that the
Directors of the Company call and arrange to hold a general meeting
of the Company to consider 11 resolutions including the removal of
Mr Adam Webb, the election of Messrs Marcus Yeoman and Michael
Travia and to increase the minimum number of Directors from 3 to
4.
The Board formed the view that a number of the resolutions
proposed by the Requisitioning Shareholders are not appropriate
resolutions for shareholders to consider. Accordingly the Company
has agreed to put resolutions 1, 2 and 4 and the part of 8 which
requires the minimum number of Directors to be 4 Directors from the
requisition to Shareholders for consideration. Details of all the
resolutions proposed by the Requisitioning Shareholders are
available in the Company's RNS announcement of 10 November 2017.
The Company considers that the other proposed resolutions are
matters for the Board and/or are dealt with under the constitution
and so are not proper resolutions and/or should have been framed as
changes to the Constitution. If the resolutions to change the Board
are successful, it is likely that the new Board could consider and,
if appropriate, implement many of the changes proposed in the other
proposed resolutions.
The impact of the notice under sections 249D is that the Company
is obliged to call a meeting to consider resolutions to remove as
Director Mr Adam Webb (currently a Non-Executive Director), to
elect as Directors Messrs Marcus Yeoman and Michael Travia, and to
increase the minimum number of Directors from 3 to 4 as provided
for under the Company's constitution.
It is noted that the Company currently has three Directors - Mr
Ireland, Mr Uren and Mr Webb. Messrs Ireland and Uren are not the
subject of removal resolutions.
In compliance with the above, the Company has included in the
Notice of General Meeting the following items of special
business:
-- Resolution 1 - Removal of Mr Adam Webb as a Director
-- Resolution 2 - Election of Mr Marcus Yeoman as a Director
-- Resolution 3 - Election of Mr Michael Travia as a
Director
-- Resolution 4 - Increase the minimum number of Directors to
4
Your Directors recommend you vote AGAINST all Resolutions.
Voting in accordance with the recommendation of your Directors
will result in a Board comprising Messrs David Ireland, Mark Uren
and Adam Webb (i.e. retention of the current Board).
Voting contrary to the recommendation of your Directors will
result in a Board comprising Messrs David Ireland, Mark Uren, and
either one or both of Marcus Yeoman and Michael Travia (i.e. one or
two new Directors and two current Directors), and that the Board
would be required to contain a minimum of 4 Directors instead of
the current minimum of 3 Directors.
Messrs Ireland and Uren wish to advise Shareholders that if all
or a majority of the Resolutions are passed, they intend to resign
as Directors after providing for a brief transition handover.
2. Action to be taken by Shareholders
Shareholders should read the Notice including this Explanatory
Memorandum carefully before deciding how to vote on the
Resolutions.
2.1 Proxies
A Proxy Form is attached to the Notice. This is to be used by
Shareholders if they wish to appoint a representative (a 'proxy')
to vote in their place. All Shareholders are invited and encouraged
to attend the Meeting or, if they are unable to attend in person,
sign and return the Proxy Form to the Company in accordance with
the instructions thereon. Returning the Proxy Form will not
preclude a Shareholder from attending and voting at the Meeting in
person.
Please note that:
(a) a member of the Company entitled to attend and vote at the
Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes
may appoint two proxies and may specify the proportion or number of
votes each proxy is appointed to exercise. Where the proportion or
number is not specified, each proxy may exercise half of the
votes.
Proxy Forms must be received by the Company no later than
10.30am (EDST) on Saturday, 6 January 2018 being at least 48 hours
before the Meeting
The Proxy Form provides further details on appointing proxies
and lodging Proxy Forms.
2.2 AIM Shareholders
Shareholders who hold Shares which are traded on AIM should note
that:
(a) if your Shares are held in your name on the Company's
register, a "form of instruction" will be sent to you by
Computershare Investor Services PLC (the Company's UK share
registry) that should be used in place of the Proxy Form; and
(b) if your Shares are held in a nominee account by a
stockbroker, you should contact that stockbroker to establish what
is required in order for you to vote individually.
3. Resolution 1 - removal of adam webb as director
Resolution 1 relates to the removal of Mr Adam Webb as a
Director.
Mr Webb was appointed as a Non-Executive Director on 11 July
2017. He is currently the independent chairman of both the Audit
and Remuneration Committees.
Mr. Webb is a senior qualified solicitor and corporate financier
with an expansive career spanning over 40 years. He has accrued a
wealth of experience and built a strategic network of contacts
within the UK and overseas equity markets, working as a financial
adviser, nominated adviser, stockbroker and board Director.
Highlights within his career include training and qualifying as a
solicitor with Slaughter and May in the City, moving into
mainstream investment banking with Morgan Grenfell and thereafter
heading up the London and European corporate finance activities of
both CIBC / Wood Gundy and then Société Générale. He worked on the
launch of the first quoted fund on the London AIM market and has
assisted in a number of corporate recoveries and turnarounds.
Mr. Webb is a founding member of business consultancy company
Tugurium Associates Limited and has been an independent speaker for
the London Stock Exchange's ELITE platform, which supports
ambitious private companies through their next stage of growth.
Mr Webb does not hold any Shares in the capital of the
Company.
Information as to why your Directors, Mr Webb abstaining,
recommend Shareholders vote against, and will be voting their own
Shares against, the removal of Mr Webb is set out in detail in the
statement of Mr Webb which accompanies this Explanatory
Memorandum.
Resolution 1 is an ordinary resolution.
The Chairman intends to exercise all available proxies AGAINST
Resolution 1.
The Board does not support this Resolution and recommends that
Shareholders vote AGAINST Resolution 1.
4. Resolution 2 - election of marcus yeoman as director
Resolution 2 relates to the election of Mr Marcus Yeoman as a
Director.
The Requisitioning Shareholders have not provided the Company
with specific information concerning Mr Yeoman. The information
provided by the Requisitioning Shareholders in support of the
resolutions proposed for this meeting are contained in the
Requisitioning Shareholder's Member's Statement which accompanies
this Explanatory Memorandum.
Your Directors are not aware of Mr Yeoman holding any Shares in
the capital of the Company.
Information as to why your Directors recommend Shareholders vote
against, and will be voting their own Shares against, the election
of Mr Yeoman is set out in detail in the statement of Mr Webb which
accompanies this Explanatory Memorandum.
Resolutions 2 is an ordinary resolution.
The Chairman intends to exercise all available proxies AGAINST
Resolution 2.
The Board does not support this Resolution and recommends that
Shareholders vote AGAINST Resolution 2.
5. Resolution 3 - election of michael travia as director
Resolution 3 relates to the election of Mr Michael Travia as a
Director.
The Requisitioning Shareholders have not provided the Company
with specific information concerning Mr Travia. The information
provided by the Requisitioning Shareholders in support of the
resolutions proposed for this meeting are contained in the
Requisitioning Shareholder's Member's Statement which accompanies
this Explanatory Memorandum.
At the date of this notice, Mr Travia and his associated
entities hold 15,294,380 Shares in the capital of the Company,
representing 18.9% of the total Shares on issue and 5,084,475
options of exercise price 20 pence and expiry date 30 September
2018.
Information as to why your Directors recommend Shareholders vote
against, and will be voting their own Shares against, the election
of Mr Travia is set out in detail in the statement of Mr Webb which
accompanies this Explanatory Memorandum.
Resolutions 3 is an ordinary resolution.
The Chairman intends to exercise all available proxies AGAINST
Resolution 3.
The Board does not support this Resolution and recommends that
Shareholders vote AGAINST Resolution 3.
6. Resolution 4 - increase the minimum number of directors to 4
Resolution 4 relates to increasing the minimum number of
Directors from 3 to 4.
Article 6.2 of the Constitution provides that the Company may by
ordinary resolution passed at a meeting of Members alter the
maximum or minimum number of Directors provided that the minimum is
not less than three.
The effect of Shareholders voting contrary to the recommendation
of your Directors will be that the Board would be required to
contain a minimum of 4 Directors instead of the current minimum of
3 Directors.
The information provided by the Requisitioning Shareholders in
support of the resolutions proposed for this meeting are contained
in the Requisitioning Shareholder's Member's Statement which
accompanies this Explanatory Memorandum.
Information as to why your Directors recommend Shareholders vote
against, and will be voting their own Shares against, the increase
in the minimum number of Directors from 3 to 4 is set out in detail
in the statement of Mr Webb which accompanies this Explanatory
Memorandum.
Resolutions 4 is an ordinary resolution.
The Chairman intends to exercise all available proxies AGAINST
Resolution 4.
The Board does not support this Resolution and recommends that
Shareholders vote AGAINST Resolution 4.
SCHEDULE 1: Definitions
In the Notice and this Explanatory Memorandum, words importing
the singular include the plural and vice versa.
$ means Australian Dollars.
AIM means the Alternative Investment Market operated by the
London Stock Exchange.
ASIC means the Australian Securities and Investments
Commission.
Board means the board of Directors.
Chairman means the person appointed to chair the Meeting, or any
part of the Meeting, convened by the Notice.
Company means BOS GLOBAL Holdings Limited (ACN 009 087 852).
Constitution means the constitution of the Company as at the
commencement of the Meeting.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Explanatory Memorandum means the explanatory memorandum which
forms part of the Notice.
Meeting has the meaning in the introductory paragraph of the
Notice.
Notice means the notice of meeting which comprises of the
notice, agenda, Explanatory Memorandum and Proxy Form.
Proxy Form means the proxy form attached to the Notice.
Requisitioning Shareholders means Innovation Corporation Limited
and Mr Graeme Edgar Hopgood.
Resolution means a resolution contained in the Notice.
Schedule means a schedule to this Explanatory Memorandum.
Section means a section of this Explanatory Memorandum.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a shareholder of the Company.
EDST means Eastern Daylight Savings Time, being the time in
Sydney, NSW.
SCHEDULE 2: RISKS
Shareholders should be aware that, should Resolution 4, Increase
the minimum number of Directors to 4 be passed and Resolution 1,
Removal of Adam Webb as a Director, be passed, and either or both
of Resolution 2 and Resolution 3, the Election of Marcus Yeoman and
Michael Travia respectively as a Director, not be passed the
Company's Board will be considered inquorate as it would then
consist of less than four Directors (being Mr Ireland, Mr Uren, and
one or less of Mr Yeoman and Mr Travia). There is also the
possibility that Mr Ireland and/or Mr Uren may elect not to
continue as Directors if they are not comfortable with the new
Board structure. Such an outcome may lead to consequences which
could include suspension of trading of the Company's securities on
the AIM market of the London Stock Exchange ("AIM") until such time
as a minimum of four Directors are appointed to the Board of the
Company.
Shareholders should also be aware that the Company's nominated
adviser ("Nomad") on AIM is required to advise the Company on any
changes to the board of directors the Company proposes to make, and
make any recommendations it thinks fit to the Company, including
(but not limited to):
-- investigating and considering the suitability of proposed new
directors for a UK-listed public company;
-- considering the effect any changes (including the removal of
a director) have on the efficacy of the board as a whole for the
company's needs, in each case having in mind that the company is
admitted to trading on a UK public market; and
-- considering whether the proposed changes affect the Company's appropriateness for AIM.
The Nomad is under no obligation to provide positive advice or
recommendations to Company, and the Company is not obliged to
accept or action its Nomad's advice and/or recommendations.
However, should the Company decide not to accept the advice and/or
recommendations of its Nomad one of the options available to a
Nomad may be to resign from its position. Upon such a resignation
being effective trading of the Company's AIM securities will be
suspended on that date until appointment of a new Nomad pursuant to
Rule 1 of the AIM Rules for Companies (July 2016, as updated from
time to time). If a new Nomad is not appointed within one month of
suspension, trading in the company's AIM securities will be
cancelled pursuant to AIM Rule 1.
The Company notes that its Nomad, RFC Ambrian Limited, has
already provided notice of its resignation, effective 10 January
2018, which is just two days after the date of this Meeting. As
such the additional risk associated with potential adverse advice
being received from the Company's Nomad on the changes to the Board
being voted on at the Meeting and the potential consequences of the
Company disregarding such adverse advice is considered minimal. The
Company notes however that it may have obtained a replacement Nomad
prior to this Meeting which may bring with it an increased risk of
ignoring any potential advice from such a replacement Nomad.
BOS GLOBAL HOLDINGS LIMITED
ACN 009 087 852
PROXY FORM Extraordinary General Meeting
The Company Secretary
BOS GLOBAL Holdings Limited
By delivery: By post: By facsimile: By e-mail
Suite 3, Level 3, 1292 Hay Street, West Perth, PO Box 2870 +61 8 9322 4073 shareholder@bosglobal.com
Western Australia West Perth, WA, 6872
Name of Shareholder:
Address of Shareholder:
Number of Shares entitled to vote:
Please mark X to indicate your directions. Further instructions
are provided overleaf.
Proxy appointments will only be valid and accepted by the
Company if they are made and received no later than 48 hours before
the meeting.
Step 1 - Appoint a Proxy to Vote on Your Behalf
The Chairman of the Meeting (mark box) .. OR if you are NOT appointing the Chairman as your proxy, please write
the name of the person
or body corporate (excluding the registered shareholder) you are
appointing as your proxy
or failing the person/body corporate named, or if no person/body
corporate is named, the Chairman of the Meeting, as my/our proxy to
act generally at the meeting on my/our behalf, including to vote in
accordance with the following directions (or, if no directions have
been given, and to the extent permitted by law, as the proxy sees
fit), at the Meeting of the Company to be held at 10.30am (EDST) on
8 January 2018, at Level 20, Tower 2 Darling Park, 201 Sussex
Street, Sydney NSW, Australia and at any adjournment or
postponement of that Meeting.
Important - If the Chairman is your proxy or is appointed as
your proxy by default
The Chairman intends to vote all available proxies in favour of
all Resolutions.
Step 2 - Instructions as to Voting on Resolutions
The proxy is to vote for or against the Resolutions referred to
in the Notice as follows:
For Against Abstain
Resolution Removal of Adam Webb as a
1 Director
Resolution Election of Marcus Yeoman
2 as a Director
Resolution Election of Michael Travia
3 as a Director
Resolution Increase the minimum number
4 of directors to 4
The Chairman intends to vote all available proxies AGAINST each
Resolution
In exceptional circumstances, the Chairman may change his voting
intent on any Resolution.
Authorised signature/s
This section must be signed in accordance with the instructions
below to enable your voting instructions to be implemented.
Individual or Shareholder 2 Shareholder
Shareholder 3
1
------------------ ---------------- -----------------
Sole Director Director Director/Company
and Sole Company Secretary
Secretary
Contact Name Contact Daytime Date
Telephone
Proxy Notes:
A Shareholder entitled to attend and vote at the Meeting may
appoint a natural person as the Shareholder's proxy to attend and
vote for the Shareholder at that Meeting. If the Shareholder is
entitled to cast 2 or more votes at the Meeting the Shareholder may
appoint not more than 2 proxies. Where the Shareholder appoints
more than one proxy the Shareholder may specify the proportion or
number of votes each proxy is appointed to exercise. If such
proportion or number of votes is not specified each proxy may
exercise half of the Shareholder's votes. A proxy may, but need not
be, a Shareholder of the Company.
If a Shareholder appoints a body corporate as the Shareholder's
proxy to attend and vote for the Shareholder at that Meeting, the
representative of the body corporate to attend the Meeting must
produce the Certificate of Appointment of Representative prior to
admission. A form of the certificate may be obtained from the
Company's share registry.
You must sign this form as follows in the spaces provided:
Joint Holding: where the holding is in more than one
name all of the holders must sign.
Power of if signed under a Power of Attorney,
Attorney: you must have already lodged it with
the registry, or alternatively, attach
a certified photocopy of the Power
of Attorney to this Proxy Form when
you return it.
Companies: a Director can sign jointly with another
Director or a Company Secretary. A
sole Director who is also a sole Company
Secretary can also sign. Please indicate
the office held by signing in the appropriate
space.
If a representative of the corporation is to attend the Meeting
the appropriate "Certificate of Appointment of Representative"
should be produced prior to admission. A form of the certificate
may be obtained from the Company's Share Registry.
Proxy Forms (and the power of attorney or other authority, if
any, under which the Proxy Form is signed) or a copy or facsimile
which appears on its face to be an authentic copy of the Proxy Form
(and the power of attorney or other authority) must be deposited at
or received at the Perth office of the Company (delivered to Suite
3, Level 3, 1292 Hay Street, West Perth, WA, 6005; posted to PO Box
2870, West Perth WA 6872; faxed to +618 9322,4073 or by email to
shareholder@bosglobal.com) not less than 48 hours prior to the time
of commencement of the Meeting (EDST).
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOGURONRBRAAORA
(END) Dow Jones Newswires
November 30, 2017 02:00 ET (07:00 GMT)
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