ITEL IT&E

    RNS Number : 1807G
  IT&e Limited
  20 October 2008
   

    IT&e Limited
    20 October 2008          

    Notice of Annual General Meeting

    IT&e Limited (ASX code: ITE, AIM: ITEL, "the Company") announces that the Company's Annual General Meeting ("AGM") will be held at the
Prince Albert Room Sir Stamford at Circular Quay, 93 Macquarie Street, Sydney NSW 2000 at 2.00 pm on 19 November 2008.

    Cancellation of Trading on AIM

    One of the Resolutions to be put to IT&e shareholders ("Shareholder") at the AGM is to request their approval for the cancellation of
the admission of the Company's ordinary fully paid shares ("Shares") to trading on the AIM market of the London Stock Exchange plc ("AIM")
(the "Cancellation").

    The Board has determined that the costs of remaining listed on AIM outweigh the benefits, and seeks Shareholder approval to cancel that
listing. To be effective this resolution requires a majority of not less than 75% of the votes cast by Shareholders on this resolution at
the Meeting.

    At the time of making the application for admission to AIM, the Directors considered that the admission would assist the Company in
raising additional capital in a new market place and in making sales of its products in Europe.

    The Directors believe that the AIM listing has been beneficial in securing European clients, however the Company's Razor product is now
a more mature and recognized product in the European market. As a result the benefits of an AIM listing have reduced.  

    The Directors believe that the costs associated with maintaining the Company's listing on AIM and compliance with the AIM Rules are
significant to the Company and that the AIM admission no longer returns enough value to the Company to justify the annual costs incurred in
maintaining it. Instead, the Directors intend that the Company focuses its resources on operating in an Australian public company
environment so that its Shares gain greater liquidity and better reflect the Company's net asset base.

    Following the Cancellation date, the Shares will continue to trade on the ASX. The Shares in the Company will cease trading on AIM on or
around 27 November 2008 (being the date at least 5 business days following the date of the General Meeting), assuming the resolution is
approved. At that time the Depository Interest Receipts ("DIR") which are trading on AIM will be cancelled, and the underlying Shares will
be transferred to the Australian share register. The Shares will continue to trade on the ASX.

    If Shareholders wish to sell their Ordinary Shares on AIM they must do so prior to the cancellation becoming effective.

    If UK holders of Ordinary Shares represented by DIRs choose to retain their Shares then those Shares will be traded on the ASX.
Computershare, as the Company's registrar, will be writing to each DIR holder on the UK register to advise them on the process in more
detail but if DIR holders do nothing with their existing holdings, the transfer to the Australian register will happen automatically.

    If Shareholders approve the Cancellation at the AGM, the preferred date for the proposed Cancellation is 7.00am UK time on 27 November
2008.

    The Notice of AGM will be posted to shareholders. Extracts are set out below and a copy of the full Notice is available on the Company's
website at:  www.ite.com.au.



    For further information please contact:

    IT&e
    Andrew Wood - CEO: +61 2 9236 9427

    Grant Thornton UK LLP
    Fiona Owen: +44 20 7383 5100



    NOTICE OF ANNUAL GENERAL MEETING
    BUSINESS

    General Business

                1    Financial report

    1.1    To consider and receive the annual Financial Statements, the Directors' Report and Audit Report of the Company.
      1.2    To consider and, if thought fit, to pass the following ordinary resolution:
      "That the Remuneration Report contained in the Directors' Report be adopted."

    2    Retirement of directors by rotation and by operation of CONSTITUTION

    To consider, and if thought fit, to pass the following resolutions as ordinary resolutions:
    2.1     "That having retired pursuant to the Constitution, Ralph Pickering be re-elected as a director."
    2.2     "That having retired pursuant to the Constitution, Ellis Bugg be re-elected as a director."

    Special Business
    3    CANCELLATION OF ADMISSION ON AIM

     To consider and, if thought fit, to pass the following as an ordinary resolution:

    "That Shareholders consent to the cancellation of the admission of the Company's Ordinary Shares to trading on the AIM market of the
London Stock Exchange plc in accordance with Rule 41 of the AIM Rules for Companies."


    4    ratification of issue of securities 

    To consider and, if thought fit, to pass the following as an ordinary resolution:

    "That pursuant to ASX Listing Rule 7.4, the Company approves and ratifies the issue and allotment of the fully paid Shares to the
entities described in paragraph 3.1 of the Explanatory Memorandum."

        5        APPROVAL TO ISSUE SHARES TO DIRECTORS ON CONVERSION OF LOANS

    To consider and, if thought fit, to pass the following as an ordinary resolution:

    "That approval is given under Listing Rule 10.11 for the Company to issue and allot the Shares described in paragraph 4.1 of the
Explanatory Memorandum to the Directors described in paragraph 4.1 of the Explanatory Memorandum."


               6    APPROVAL TO ISSUE SHARES TO SENIOR EMPLOYEES ON CONVERSION OF LOANS

    To consider and, if thought fit, to pass the following as an ordinary resolution:

    "That approval is given under Listing Rule 7.1 for the Company to issue and allot the Shares to the persons described in paragraph 5.1
of the Explanatory Memorandum." 


               7    APPROVAL TO CHANGE COMPANY NAME

    To consider and, if thought fit, to pass the following as a special resolution:

    "That approval is given to change the name of the Company to Razor Risk Technologies Limited." 



    By order of the Board:




    Company secretary
    8 October 2008


This information is provided by RNS
The company news service from the London Stock Exchange
 
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