TIDMSYN
RNS Number : 6015Z
Synergia Energy Ltd
15 January 2024
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RNS Announcement
15 January 2024
AIM: SYN
GM - Notice of Meeting
Synergia Energy Ltd (Synergia Energy or the Company) advises,
further to its announcement on 5 December 2023, that its General
Meeting will be held on Thursday, 15 February 2024 at 10am GMT /
6pm AWST (Meeting) at Vigo Consulting, Sackville House, 40
Piccadilly, London W1J 0DR, United Kingdom.
Attached is a copy of the Notice of Meeting and Proxy Form.
For and on behalf of Synergia Energy Limited
Anshu Raghuvanshi
Company Secretary
For further information, please contact:
Investor Enquires AIM Joint Broker AIM Joint Broker AIM Nominated Media Enquires
Synergia Energy Panmure Gordon Novum Securities Adviser (UK)
Ltd (UK) Ltd Broker Strand Hanson Vigo Consulting
Briana Stayt Broker Colin Rowbury Limited Investor Relations
Investor Relations John Prior / Email: Nominated Patrick d'Ancona
Email: Mark Murphy crowbury@novumsecurities. Adviser / Finlay Thomson
bstayt@synergiaenergy.co / Hugh Rich com Ritchie Balmer Email:
m / Freddie Wooding Tel: +44 20 7399 / Rory Murphy patrick.dancona@vigocon
Tel: +61 8 9485 Tel: +44 (0)20 9427 Tel: +44 20 sulting.com
3200 7886 2500 UK 7409 3494 finlay.thomson@vigocons
Australia UK UK ulting.com
Tel:+ 44 20 7390
0230 UK
SYNERGIA ENERGY
ACN 078 652 632
Notice of General Meeting
Thursday, 15 February 2024 at 10.00am London (GMT) 6.00pm Perth
(AWST)
at
Vigo Consulting
Sackville House 40 Piccadilly London W1J 0DR, United Kingdom
Important: This Notice of Meeting should be read in its
entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to
voting. Should you wish to discuss the matters in this Notice of
Meeting please do not hesitate to contact the Company Secretary on
08 9485 3200. Notice of General Meeting
NOTICE IS HEREBY GIVEN that a General Meeting of Shareholders of
Synergia Energy Ltd (ABN 50 078 652 632) (Company) will be held at
Vigo Consulting, Sackville House 40 Piccadilly London W1J 0DR on
Thursday, 15 February 2024 at 10.00am (GMT) / 6.00pm (AWST) to
conduct the business set out below.
Voting Eligibility
In accordance with regulation 7.11.37 of the Corporations
Regulations 2001 (Cth), the Company has determined that the
shareholding of each person for the purposes of determining
entitlements to attend and vote at the General Meeting will be the
entitlement of that person set out in the Company's register as at
4.00pm (AWST) on Tuesday, 13 February 2024. Accordingly,
transactions registered after this time will be disregarded in
determining entitlements to attend and vote at the General
Meeting.
To vote in person, you must attend the Meeting at the time, date
and place set out above.
To vote by proxy, please complete and sign the enclosed Proxy
Form and return by the time and in accordance with the instructions
set out on the Proxy Form.
CREST - Depositary Interests
Holders of Depositary Interests (DI Holders) are invited to
attend the Meeting but are not entitled to vote at the Meeting. For
their votes to be counted, DI Holders must either:
-- submit a CREST Voting Instruction to the Company's agent in
accordance with the instructions below; or
-- complete, sign and return a Form of Instruction to the Depositary,
by 2pm GMT on 12 February 2024. DI Holders who are CREST members
and who wish to issue an instruction through the CREST electronic
voting appointment service may do so by using the procedures
described in the CREST Manual (available from
https://my.euroclear.com/euilegal.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 services provider(s), who will be able to take
the appropriate action on their behalf.
In order for instructions made using the CREST service to be
valid, the appropriate CREST message (a CREST Voting Instruction)
must be properly authenticated in accordance with the
specifications of Euroclear UK & International Limited (EUI)
and must contain the information required for such instructions, as
described in the CREST Manual.
The message, regardless of whether it relates to the voting
instruction or to an amendment to the instruction given to the UK
Depositary must, in order to be valid, be transmitted so as to be
received by the issuer's agent (ID 3RA50) no later than 2pm GMT on
12 February 2024. For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp applied to the
CREST Voting Instruction by the CREST applications host) from which
the issuer's agent is able to retrieve the CREST Voting Instruction
by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or
voting service providers should note that EUI does not make
available special procedures in CREST for any particular messages.
Normal system timings and limitations will therefore apply in
relation to the transmission of CREST Voting Instructions. It is
the responsibility of each 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 the
CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a CREST Voting Instruction is
transmitted by means of the CREST service by any particular time.
In this regard, CREST members and, where applicable, their CREST
sponsors or voting service providers are referred, in particular,
to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
The Company may treat as invalid a CREST Voting Instruction in
the circumstances set out in regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Entitlement to vote and the number of votes which may be cast
thereat will be determined by reference to the Depositary Interest
Register at close of business on 9 February 2024 Changes to entries
on the Depositary Interest Register after that time shall be
disregarded.
Each vote on the business to be conducted at the Meeting will be
conducted by way of a poll. As such, each Shareholder is entitled
to one vote on each resolution for each fully paid ordinary share
in the Company held by such Shareholder.
Business of the Meeting
Agenda
Resolution 1 - Ratification of issue of Placement Shares to
clients of Novum Securities Limited
To consider and, if thought fit, to pass the following
resolution as an Ordinary Resolution:
"That Shareholders ratify the issue of 1,375,000,000 new fully
paid ordinary shares by the Company on the terms and conditions in
the Explanatory Memorandum."
A voting exclusion statement applies to this Resolution.
Resolution 2 - Approval of issue of Placement Warrants to
clients of Novum Securities Limited
To consider and, if thought fit, to pass the following
resolution as an Ordinary Resolution:
"That Shareholders approve the issue of 1,375,000,000 unquoted
warrants by the Company to subscribers of Placement Shares on the
terms and conditions in the Explanatory Memorandum."
A voting exclusion statement applies to this Resolution.
Resolution 3 - Approval of issue of Fee Warrants to Novum
Securities Limited
To consider and, if thought fit, to pass the following
resolution as an Ordinary Resolution:
"That Shareholders approve the issue of 82,500,000 unquoted
warrants by the Company to Novum Securities Limited on the terms
and conditions in the Explanatory Memorandum."
A voting exclusion statement applies to this Resolution.
Voting Exclusion for Resolutions 1-3:
The Company will disregard any votes cast on the Resolution by
person who might obtain a benefit (except a benefit solely in the
capacity of a Shareholder) if the Resolution is passed, and any
associate of those persons (as applicable). The Company need not
disregard a vote if:
-- a person as proxy or attorney for a person who is entitled to
vote on the Resolution, votes in accordance with directions given
to the proxy or attorney to vote on the resolution in that way;
or
-- the Chair as proxy or attorney for a person who is entitled
to vote on the Resolution, votes 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 votes 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.
Any beneficiary, not easily identifiable by the Company as a
person to be excluded, should exclude themselves from voting on the
relevant Resolution(s).
Other business
In accordance with Section 250S(1) of the Corporations Act,
Shareholders are invited to ask questions about or make comments on
the management of the Company and to raise any other business which
may lawfully be brought before the Meeting.
By order of the Board
Anshu Raghuvanshi
Company Secretary
15 January 2024
Explanatory Memorandum
This Explanatory Memorandum has been prepared for the
information of Shareholders in connection with the business to be
conducted at the General Meeting to be held at Vigo Consulting,
Sackville House 40 Piccadilly London W1J 0DR on Thursday, 15
February 2024 at 10.00am (GMT) / 6.00pm (AWST).
This Explanatory Memorandum should be read in conjunction with
the accompanying Notice of Meeting.
Resolutions
Resolution 1 - Ratification of issue of Placement Shares to
clients of Novum Securities Limited
On 5 December 2023, the Company announced it had arranged an
equity capital raising with clients of Novum Securities Limited
(Novum) of GBP1.1 million before expenses, through the issue of
1,375,000,000 new fully paid ordinary shares (Placement Shares) at
GBP0.08 pence per share (Placement). The Placement was completed on
19 December 2023.
Resolution 1 seeks Shareholder approval for the ratification of
the issue of 1,375,000,000 Placement Shares to subscribers, who
were clients of Novum Securities Limited.
Resolution 2 - Approval of offer of Placement Warrants to
Placement Share Subscribers
In addition, subscribers to the Placement were offered one free
attaching unquoted warrant for every one Placement Share subscribed
for, resulting in the issue of an aggregate of 1,375,000,000
unquoted warrants (Placement Warrants). The Placement Warrants are
exercisable at GBP 0.14 pence per share on or before 31 December
2026.
Resolution 2 seeks Shareholder approval for the issue of
1,375,000,000 unquoted Placement Warrants to subscribers of the
Placement.
Resolution 3 - Approval of Fee Warrants to Novum Securities
Limited
The Placement is being conducted by Novum Securities Limited
(Novum) as lead broker to the capital raising. In connection with
the Placement, the Company agreed to issue 82,500,000 unquoted
warrants to Novum, exercisable at GBP 0.14 pence on or before 31
December 2026 (Fee Warrants).
Resolution 3 seeks Shareholder approval for the issue of
82,500,000 quoted Fee Warrants to Novum.
General Information
1.1 General
The following information is provided to Shareholders in
relation to the Resolutions:
(a) Persons to whom the entity will issue the securities (if
known) or basis upon which those persons will be identified or
selected.
Clients of Novum Securities Limited that are subscribers of
Placement Shares.
(b) Maximum number and class of securities entity issued
1,375,000,000 fully paid ordinary shares
(c) Placement details
The Company arranged an equity capital raising with clients of
Novum Securities Limited for GBP1.1 million before expenses,
through the issue of 1,375,000,000 new fully paid ordinary shares
(Placement Shares) at GBP0.08 pence per share (Placement).
(d) Terms of the securities
Placement Shares rank pari passu in all respects with existing
shares.
(e) Issue price of the securities
o Placement Shares at GBP0.08 pence per share;
o Placement Warrants are exercisable at GBP 0.14 pence per share
on or before 31 December 2026; and
o Fee Warrants are also exercisable at GBP 0.14 pence on or before 31 December 2026.
(f) Purpose of the issue and intended use of the funds raised
Funds raised from the Placement are intended to be applied to
the Company's working capital base.
(g) A voting exclusion statement is included in the Notice.
Additional information
Resolutions 1-3 are ordinary resolutions. The Board unanimously
recommends that Shareholders vote in favour of all Resolutions. The
Chair intends to exercise all available proxies in favour of all
Resolutions unless excluded.
Glossary
Words which are defined in the Explanatory Memorandum have the
same meaning when used in this Notice of Meeting unless the context
requires otherwise. For assistance in considering the Notice of
Meeting and Explanatory Memorandum, the following words are defined
here:
General Meeting or Meeting means the general meeting of the
Company convened under the Notice of Meeting.
Article means an article of the Constitution.
AWST means Australian Western Standard Time, being the time in
Perth, Western Australia.
Board means the board of Directors of the Company.
Chair means the person appointed to chair the Meeting of the
Company convened by the Notice.
Company means Synergia Energy Ltd (ACN 078 652 632).
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
CREST means the computerised settlement system (as defined in
the Uncertificated Securities Regulations 2001) in the United
Kingdom operated by Euroclear UK & International Limited which
facilitates the transfer of title to shares in uncertificated
form.
CREST Manual means the manual relating to CREST issued by
Euroclear UK & International Limited.
CREST Voting Instruction means a message which is sent using
CREST.
Depositary Interest means an interest representing a Share, as
issued by the UK Depositary and which enables the holder to hold
and settle transfers of Shares in CREST.
DI Holders means holders of a Depositary Interests.
Director means a director of the Company from time to time.
EUI means Euroclear UK & International Limited.
Explanatory Memorandum means the explanatory memorandum
accompanying this Notice of Meeting.
Form of Instruction is for holders of CREST Depository
Interests.
GMT means Greenwich Mean Time.
AIM Rules mean the listing rules of the AIM Market, located in
London, United Kingdom.
Notice of Meeting or Notice means this notice of general
meeting.
Ordinary Resolution means a resolution passed by more than 50%
of the votes cast by members entitled to vote on the
resolution.
Proxy Form means the proxy form accompanying the Notice of
Meeting.
Resolution means a resolution set out in the Notice of
Meeting.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a holder of a Share.
UK Depositary means Computershare Investor Services Plc.
Voting by Proxy
A Proxy Form is enclosed with this Notice of Meeting.
Each member who is entitled to attend and cast a vote at the
General Meeting may appoint a proxy. A proxy need not be a
member.
A member who is entitled to cast 2 or more votes at the General
Meeting may appoint either 1 or 2 proxies. If you wish to appoint 2
proxies you must use a separate proxy form for each proxy and
indicate the percentage of your voting rights or the number of
shares that each proxy is appointed in respect of, on the proxy
forms. If you wish to appoint more than 1 proxy you should
photocopy the enclosed proxy form or request an additional proxy
form to be sent to you. Where a member appoints 2 proxies and does
not specify the proportion or number of the member's votes, each
proxy may exercise half of the member's rights.
An instrument appointing a proxy may not be treated as valid
unless the instrument, and the power of attorney or other authority
(if any) under which the instrument is signed or proof of the power
or authority to the satisfaction of the Directors, is or are:
-- Online At www.investorvote.com.au (Control Number: 183557)
-- By mail Share Registry - Computershare Investor Services Pty
Limited, GPO Box 242, Melbourne VIC 3001
-- By fax 1800 783 447 (within Australia) +61 3 9473 2555
(outside Australia)
-- By mobile Scan the QR Code on your proxy form and follow the prompts
-- Custodian Voting For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions
All proxy form must be lodged no later than by Tuesday, 13
February 2024 at 10:00am GMT/6:00pm AWST (or, in the case of any
adjournment of the General Meeting, by no later than 48 hours
before the time of the adjourned meeting), at which the person
named in the instrument proposes to vote.
All forms of instruction must be lodged no later than 2pm GMT on
12 February 2024.
An instrument appointing a proxy must be in writing under the
hand of the appointer or of the appointer's attorney duly
authorised in writing or, if the appointer is a body corporate,
either under its common seal if it has a common seal, or under the
hand of an officer or duly authorised attorney or duly authorised
representative.
A body corporate which is a Shareholder, or which has been
appointed as a proxy, may appoint an individual to act as its
representative at the General Meeting. The appointment must comply
with section 250D of the Corporations Act. The representative
should bring evidence of their appointment to the General Meeting,
including authority under which their appointment is signed, unless
previously given to the Company.
Shareholders and their proxies should be aware that:
-- if proxy holders vote, they must cast all directed proxies as directed; and
-- any directed proxies which are not voted will automatically
default to the Chair, who must vote the proxies as directed.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an
appointment of a proxy may specify the way the proxy is to vote on
a particular resolution and, if it does:
-- the proxy need not vote on a show of hands, but if the proxy
does so, the proxy must vote that way (i.e. as directed); and
-- if the proxy has 2 or more appointments that specify
different ways to vote on the resolution, the proxy must not vote
on a show of hands; and
-- if the proxy is the Chair of the meeting at which the
resolution is voted on, the proxy must vote on a poll, and must
vote that way (i.e. as directed); and
-- if the proxy is not the chair, the proxy need not vote on the
poll, but if the proxy does so, the proxy must vote that way (i.e.
as directed).
If a proxy is also a Shareholder, section 250BB(1) does not
affect the way that the person can cast any votes that hold as a
Shareholder.
Transfer of non-chair proxy to Chair in certain
circumstances
Section 250BC of the Corporations Act provides that, if:
-- an appointment of a proxy specifies the way the proxy is to
vote on a particular resolution at a meeting of the Company's
members; and
-- the appointed proxy is not the chair of the meeting; and
-- at the meeting, a poll is duly demanded on the resolution; and
-- either of the following applies:
o the proxy is not recorded as attending the meeting; or
o the proxy does not vote on the resolution,
the chair of the meeting is taken, before voting on the
resolution closes, to have been appointed as the proxy for the
purposes of voting on the resolution at the meeting.
Chair's voting intentions
The Chair intends to exercise all available proxies in favour of
all Resolutions unless the Shareholder has expressly indicated a
different voting intention on the Proxy Form.
If the Chair is appointed as your proxy and you have not
specified the way the Chair is to vote on Resolution 1 by signing
and returning the Proxy Form, you are considered to have provided
the Chair with an express authorisation for the Chair to vote the
proxy in accordance with the Chair's intention, even though the
Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel of the
Company.
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END
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