TIDMCCVU
RNS Number : 5929X
Cash Converters International Ld
11 February 2013
11 February 2013
Cash Converters International Limited
(Incorporated and registered in Australia with Australian
Company Number 069 141 546)
Notice of General Meeting and
Explanatory Statement
FOR A GENERAL MEETING
OF
CASH CONVERTERS INTERNATIONAL LIMITED
TO BE HELD AT
THE PAN PACIFIC HOTEL
207 ADELAIDE TERRACE
PERTH WA 6000
WEDNESDAY 13 MARCH 2013
COMMENCING AT 10.00AM (WESTERN AUSTRALIAN TIME)
NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting of shareholders of
Cash Converters International Limited ("Company") will be held at
10.00am (WST) on Wednesday 13 March 2013 at:
The Pan Pacific Hotel
207 Adelaide Terrace
Perth Western Australia 6000
BUSINESS
Item 1 - Ratification of share placement on 12 December 2012
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
"That for the purposes of ASX Listing Rule 7.4 and for all other
purposes, the previous issue by the Company of 38,500,000 fully
paid ordinary shares in the capital of the Company at a price of
A$0.85 per share, on 12 December 2012 to institutional and
sophisticated investors, on the terms and conditions as described
further in the Explanatory Statement, is hereby ratified and
approved."
Voting exclusion statement
The Company will disregard any votes cast on Item 1 by a person
who participated in the issue and any of their associates. However,
the Company need not disregard a vote if:
a) It is cast by a person as a proxy for a person who is
entitled to vote, in accordance with the directions on the proxy
form; or
b) It is cast by the person chairing the meeting as proxy for a
person who is entitled to vote, in accordance with a direction on
the proxy form to vote as the proxy decides.
By Order of the Board - 29 January 2013
D.R. Groom, A.C.M.A., F.C.P.A., F.C.I.S.
Company Secretary
EXPLANATORY STATEMENT
GENERAL
The purpose of this explanatory statement is to provide
shareholders with information concerning the business to be
considered at the General Meeting.
ITEM 1 - Ratification of share placement on 12 December 2012
Background
On 29 November 2012, the Company announced a placement of
38,500,000 new ordinary shares at an issue price of A$0.85 per
share to raise up to A$32.7 million (before costs). The placement
was fully subscribed and was completed on 12 December 2012.
ASX Listing Rule 7.1 provides, in summary, that without the
approval of shareholders, the Company must not issue or agree to
issue equity securities if those securities, when aggregated with
the securities issued by the Company without approval and which
were not subject to an exemption during the previous twelve months,
exceed 15 per cent of the number of securities on issue at the
commencement of that 12 month period (subject to certain rules and
exemptions).
The issue and allotment of shares outlined in Item 1 did not
exceed the 15 per cent limit and was not in breach of ASX Listing
Rule 7.1. However, ASX Listing Rules 7.1 and 7.4 provide that,
where a company in general meeting ratifies an issue of equity
securities, the issue will be treated as having been made with
approval for the purpose of ASX Listing Rule 7.1, thereby enabling
the Company to issue further equity securities in the following 12
months without exceeding the 15 per cent limit.
Shareholder approval is sought in Item 1 so as to refresh the
Company's 15 per cent limit under ASX Listing Rule 7.1. Despite
this approval (if obtained), while the Company remains listed in
the United Kingdom on the London Stock Exchange there may be
additional procedural requirements which would need to be followed
in order to issue further shares in the next 12 months. As
announced on 22 January 2013, the Company intends to delist from
the London Stock Exchange, at which point those additional
procedural requirements will cease to apply.
Information required by Listing Rule 7.5
As required by ASX Listing Rule 7.5, the following information
is provided in relation to Item 1:
a) Number of securities allotted - 38,500,000 ordinary shares
b) Price at which securities were issued - A$0.85 per ordinary share
c) Terms of the securities - The shares issued were fully paid
ordinary shares on the same terms as, and ranking equally in all
respects with, the previously existing fully paid ordinary shares
on issue.
d) Names of allottees or basis on which allottees were
determined - The shares were allotted and issued to selected
institutional and sophisticated investors who fell within the terms
of sections 708(8) to 708(11) of the Corporations Act, and the
placement was facilitated by Hartleys Limited. None of the
allottees is a related party of the Company.
e) Use (or intended use) of the funds raised - the funds raised
are to be used to acquire stores within the franchised network, to
open new corporate stores and to finance the growth of the
Australian and UK personal loan books.
Board recommendation
The Directors believe it is desirable to have the flexibility to
issue securities up to the maximum 15 per cent allowable under
Listing Rule 7.1 and accordingly recommend that shareholders vote
in favour of Item 1 to ratify the share placement described
above.
Subject to the voting restriction as described, the Chairman
intends to vote all undirected proxies in favour of Item 1.
NOTES
PROXIES
A member entitled to attend and vote at the General Meeting is
entitled to appoint not more than two proxies. Where more than one
proxy is appointed each proxy may be appointed to represent a
specified proportion of the member's voting rights. If the
appointment does not specify the proportion of the member's voting
rights each proxy may exercise half of the member's voting rights.
A proxy need not be a member of the Company. Should you wish to
direct your proxy how to vote, please indicate your direction in
Step 2 on the proxy form, otherwise your proxy will have discretion
to vote as they see fit. In the case of joint holders each holder
should sign the proxy form. Forms to appoint proxies and the Power
of Attorney (if any) under which they are signed must be lodged at
the registered office of the Company not less than 48 hours before
the time of the meeting.
Please note: The Chairman of the meeting intends to vote all
undirected proxies in favour of Item 1.
RIGHT TO VOTE
In accordance with the Corporations Regulations 2001 (Cwlth),
the Board has determined that the members entitled to attend and
vote at the meeting shall be those persons who are recorded in the
register of members at 4.00 pm (WST) on Monday, 11 March 2013.
Enquiries:
Cash Converters International Limited
Mr. D.R. Groom
61 (8) 9221 9111
Charles Stanley Securities
Dugald J. Carlean / Karri Vuori
+44 20 7149 6000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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