TIDMMVH
RNS Number : 0345C
Medic Vision Limited
05 November 2009
Notice of 2009 Annual General Meeting
Medic Vision Limited
ABN 67 099 084 143
Date of Notice of Annual General Meeting:5 November 2009
Date of Annual General Meeting: 7 December 2009
Time:3.00pm EDST
Place: 191 Burgundy Street Heidelberg VIC 3084
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 (+61 3) 9488 5220.
Notice of 2009 Annual General Meeting
Medic Vision Limited
ABN 67 099 084 143
Notice is hereby given that the Annual General Meeting of the Shareholders of
Medic Vision Limited (the Company) will be held at 191 Burgundy Street,
Heidelberg, VIC, 3084 on Monday, 7 December 2009, commencing at 3:00 pm (EDST).
The Explanatory Memorandum to this Notice of Meeting provides additional
information on matters to be considered at the Annual General Meeting. The
Explanatory Memorandum and the Proxy Form are part of this Notice of Meeting.
Terms and abbreviations used in this Notice of Annual General Meeting and
Explanatory Memorandum are defined in the Glossary.
Ordinary Business
* CONSIDERATION OF ANNUAL ACCOUNTS
To receive and consider the financial statements of the Company and the reports
of the Directors and auditor for the year ended 30 June 2009. No formal
resolution is required for this matter.
The Directors wish to bring to the attention of Shareholders that there were
some minor calculation errors in the Notes to the Financial Statements included
in the 2009 Annual Report. The errors are minor (less than AU$2,000 in each
case) and do not represent a material change in the accounts. The Company's
auditors have confirmed to the Directors that their Audit Opinion is not
affected by the minor calculation errors. The ASX have been notified of these
minor calculation errors and no further action is required by the Company.
Shareholders can view the 2009 Annual Report (including the minor corrections
noted above), which contains the financial statements and reports on the website
of the Company (www.medicvision.com.au) and at the ASX website (www.asx.com.au).
B. QUESTIONS AND COMMENTS
Following the consideration of the financial statements and reports, the
Executive Chairman, Jitto Arulampalam, will give Shareholders the opportunity to
ask questions about or comment on the affairs of the Company. The Chief
Executive Officer, Vince Leone, will also be available to answer any questions
Shareholders may have. The Company's auditor will be present at the meeting and
Shareholders will also be given the opportunity to ask the auditor questions
relevant to:
* the conduct of the audit;
* the preparation and content of the auditor's report;
* the accounting policies adopted by the Company in relation to the preparation of
the financial statements; and
* the independence of the auditor in relation to the conduct of the audit.
C. RESOLUTIONS FOR APPROVAL
RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, with or without amendment, the following
resolution as an ordinary resolution:
"That for the purposes of section 250R(2) of the Corporations Act and all other
purposes, the Remuneration Report for the year ended 30 June 2009 included in
the 2009 Annual Report be adopted."
Note: The remuneration Report is set out in the 2009 Annual Report. In
accordance with section 250R(3) of the Corporations Act, the votes cast in
respect of this resolution are advisory only and do not bind the Company.
RESOLUTION 2 - ELECTION OF DIRECTOR - INDRAJIT (JITTO) ARULAMPALAM
To consider and if thought fit, pass the following resolution as an ordinary
resolution:
"That Indrajit (Jitto) Arulampalam, having been appointed as a Director by a
resolution of the Board dated 2 September 2009, offers himself for election
pursuant to clause 20.3 of the Constitution and being eligible, is elected as a
Director."
RESOLUTION 3 - ELECTION OF DIRECTOR - VINCENZO (VINCE) LEONE
To consider and if thought fit, pass the following resolution as an ordinary
resolution:
"That Vincenzo (Vince) Leone, having been appointed as a Director of the Company
by a resolution of the Board dated 6 April 2009, offers himself for election
pursuant to clause 20.3 of the Constitution and being eligible, is elected as a
Director."
RESOLUTION 4 - RE-ELECTION OF DIRECTOR - FRANK CANNAVO
To consider and if thought fit, pass the following resolution as an ordinary
resolution:
"That Frank Cannavo, being a Director, retires pursuant to clause 22 of the
Constitution, and having offered himself for re-election and being eligible, is
re-elected as a Director."
RESOLUTION 5 - RATIFICATION OF CONVERTIBLE NOTES
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.4 and for all relevant
purposes, Shareholders:
(a) ratify the issue of 42,449,000 unsecured Convertible Notes ("Convertible
Notes") in the Company with a combined face value of AU$848,980 to the parties
specified in the Explanatory Memorandum; and
(b) appove the allotment and issue by the Directors of that number of Shares
calculated in accordance with the terms and conditions of the Convertible Notes
as set out in the Explanatory Memorandum."
Voting Exclusion Statement: The Company will disregard any votes cast on this
resolution by any person who participated in the issue and any associate of that
person. However, the Company need not disregard a vote, if it is cast in
accordance with the directions on the proxy form or if it is cast by the person
chairing the meeting as proxy for a person who is entitled to vote and is cast
in accordance with a direction on the proxy form to vote as the proxy decides.
RESOLUTION 6 - RATIFICATION OF ISSUE OF SHARES TO CREDITORS
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That for the purposes of Listing Rule 7.1 and for all other purposes, approval
is given for the Directors to allot and issue up to 2,062,577 Shares at a deemed
issue price of AU$0.045 each to a number of the Company's creditors on the terms
and conditions set out in the Explanatory Memorandum".
Voting Exclusion Statement: The Company will disregard any votes cast on this
resolution by any person who participated in the issue and any associate of that
person. However, the Company need not disregard a vote, if it is cast in
accordance with the directions on the proxy form or if it is cast by the person
chairing the meeting as proxy for a person who is entitled to vote and is cast
in accordance with a direction on the proxy form to vote as the proxy decides.
RESOLUTION 7 - ISSUE OF SHARES TO RELATED PARTIES
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes, the
issue of 5,100,050 Shares at a deemed issue price of $0.02 to Messrs Leone,
Horley and Cannavo on the terms and conditions set out in the Explanatory
Memorandum, is approved."
Voting Exclusion Statement: The Company will disregard any votes cast on this
resolution by any person who will participate in the issue and any associate of
that person. However, the Company need not disregard a vote, if it is cast in
accordance with the directions on the proxy form or if it is cast by the person
chairing the meeting as proxy for a person who is entitled to vote and is cast
in accordance with a direction on the proxy form to vote as the proxy decides.
RESOLUTION 8 - ISSUE OF WARRANTS TO STRAND HANSON SECURITIES LIMITED
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That, the issue of a warrant to subscribe for Shares of up to 2% of the
Company's issued share capital at the time of exercise (the "Warrant") to Strand
Hanson Securities Limited be approved on the terms and conditions summarized in
the Explanatory Memorandum."
Voting Exclusion Statement: The Company will disregard any votes cast on this
resolution by the person who participated in the issue and any associate of that
person. However, the Company need not disregard a vote, if it is cast in
accordance with the directions on the proxy form or if it is cast by the person
chairing the meeting as proxy for a person who is entitled to vote and is cast
in accordance with a direction on the proxy form to vote as the proxy decides.
RESOLUTION 9 - ISSUE OF SHARES AND OPTIONS TO VINCENZO (VINCE) LEONE
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That approval be given, for the purposes of ASX Listing Rule 10.11 and all
other purposes, to the grant of 3,500,000 Shares and 3,500,000 Options to
Vincenzo (Vince) Leone, each Option entitling the holder to subscribe for one
Share on the terms and conditions summarised in the Explanatory Memorandum for
this resolution."
Voting Exclusion Statement: The Company will disregard any votes cast on this
resolution by Vincenzo Leone or by any of his associates. However, the Company
need not disregard a vote, if it is cast in accordance with the directions on
the proxy form or if it is cast by the person chairing the meeting as proxy for
a person who is entitled to vote and is cast in accordance with a direction on
the proxy form to vote as the proxy decides.
RESOLUTION 10 - ISSUE OF SHARES AND OPTIONS TO INDRAJIT (JITTO) ARULAMPALAM
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That approval be given, for the purposes of ASX Listing Rule 10.11 and all
other purposes, to the grant of 2,500,000 Shares and 2,500,000 0ptions to
Indrajit (Jitto) Arulampalam, each Option entitling the holder to subscribe for
one Share on the terms and conditions summarised in the Explanatory Memorandum."
Voting Exclusion Statement: The Company will disregard any votes cast on this
resolution by Indrajit Arulampalam or by any of his associates. However, the
Company need not disregard a vote, if it is cast in accordance with the
directions on the proxy form or if it is cast by the person chairing the meeting
as proxy for a person who is entitled to vote and is cast in accordance with a
direction on the proxy form to vote as the proxy decides.
RESOLUTION 11 - ISSUE OF OPTIONS TO FRANK CANNAVO
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That approval be given, for the purposes of ASX Listing Rule 10.11 and all
other purposes, to the grant of 2,500,000 Options to Frank Cannavo, each option
entitling the holder to subscribe for one Share on the terms and conditions
summarised in the Explanatory Memorandum."
Voting Exclusion Statement: The Company will disregard any votes cast on this
resolution by Frank Cannavo or by any of his associates. However, the Company
need not disregard a vote, if it is cast in accordance with the directions on
the proxy form or if it is cast by the person chairing the meeting as proxy for
a person who is entitled to vote and is cast in accordance with a direction on
the proxy form to vote as the proxy decides.
RESOLUTION 12 - CREATION OF EMPLOYEE SHARE OPTION PLAN
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That, for the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other
purposes, approval is given for the establishment of the Medic Vision Employee
Share Option Plan on the terms and conditions set out in Annexure A of the
Explanatory Memorandum and the issue of options to subscribe for ordinary shares
in the Company from time to time under the Plan as an exception to ASX Listing
Rule 7.1"
Voting Exclusion Statement: The Company will disregard any votes cast on this
resolution by any person who will participate in the issue and any associate of
that person. However, the Company need not disregard a vote, if it is cast in
accordance with the directions on the proxy form or if it is cast by the person
chairing the meeting as proxy for a person who is entitled to vote and is cast
in accordance with a direction on the proxy form to vote as the proxy decides.
RESOLUTION 13 - APPROVAL FOR THE ISSUE OF SECURITIES
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.1 and for all other purposes, approval
is given for the Directors to allot and issue up to 100,000,000 Shares on the
terms and conditions set out in the Explanatory Memorandum."
Voting Exclusion Statement: The Company will disregard any votes cast on this
resolution by any person will who participate in the issue and any associate of
that person. However, the Company need not disregard a vote, if it is cast in
accordance with the directions on the proxy form or if it is cast by the person
chairing the meeting as proxy for a person who is entitled to vote and is cast
in accordance with a direction on the proxy form to vote as the proxy decides.
Notes
Voting Entitlements
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 holders of shares of the Company at 7.00 pm (EDST)
on Thursday, 4 December 2009.
Venue
The Annual General Meeting of the shareholders of Medic Vision Limited will be
held at 191 Burgundy Street Heidelberg VIC 3084 on Monday, 7 December 2009,
commencing at 3:00 pm (EDST).
Voting in Person
To vote in person, attend the Annual General Meeting on the date and at the
place set out above.
Voting by Proxy
All members who are entitled to attend and vote at the Meeting have the right to
appoint a proxy to attend and vote for them. The proxy does not have to be a
Shareholder. Shareholders holding two or more Shares can appoint either one
or two proxies. If two proxies are appointed, the appointing Shareholder can
specify what proportion of their votes they want each proxy to exercise. A form
for appointment of a proxy is enclosed with this notice as a separate document.
If you wish to appoint a proxy, please complete and sign the form in accordance
with the instructions on the back and either:
(a) send the proxy form by facsimile to the Company on facsimile number (03)
9369 6499; or
(b) send the proxy form by post to Medic Vision Limited, 45 Stubbs Street,
Kensington VIC 3031 Australia,
so that it is received no later than 3:00pm (EDST) on Saturday, 5 December 2009.
Proxy forms received later than this time will be invalid.
Bodies Corporate
A body corporate may appoint an individual as its representative to attend and
vote at the meeting.
The representative should bring to the meeting evidence of his or her
appointment, including any authority under which the appointment is signed,
unless it has previously been given to the Company.
Explanatory Memorandum
This Explanatory Memorandum has been prepared for the Shareholders of Medic
Vision Limited to provide information about the items of business to be
considered at the Annual General Meeting of Shareholders to be held at 3:00pm
(EDST) on Monday, 7 December 2009. All of the Resolutions are ordinary
resolutions.
Ordinary resolutions require a simple majority of votes cast by Shareholders
entitled to vote on the Resolution.
Resolution 1 - Adoption of Remuneration Report
In accordance with Section 300A(1) of the Corporations Act 2001 the Remuneration
Report is included in the Directors Report of the 2009 Annual Report.
Section 250R(2) of the Corporations Act 2001 requires that the Company put an
ordinary resolution to shareholders that the Remuneration Report be adopted. In
accordance with section 250R(3) of the Corporations Act, the votes cast in
respect of this resolution are advisory only and do not bind the Company.
The Remuneration Report can be viewed by accessing the 2009 Annual Report online
at the Company's website (www.medicvision.com.au) and at the ASX website
(www.asx.com.au).
Resolution 2 - Election of Director - Indrajit (Jitto) Arulampalam
In accordance with clause 20.3 of the Constitution, Indrajit (Jitto)
Arulampalam, a Director appointed subsequent to the last Annual General Meeting
of the Company and retiring at the close of this Annual General Meeting, offers
himself for election as a Director.
Mr Arulampalam has 10 years experience in corporate restructuring having served
in Westpac bank from 1997 to 2004 where he assisted companies achieve better
performance through improved goal setting and financial management. In 2006 he
was hired by Newsnet Limited ("Newsnet") as its CEO to assist in the successful
restructuring of the company which resulted in a lucrative trade sale. He
positioned Newsnet as a leading innovator in the messaging/telecommunications
space and is recognised by the Australian Financial Review MIS Magazine as one
of the "Top 25 global rising stars". Mr. Arulampalam is also Non-Executive
Chairman of ASX listed ATOS Wellness Limited [ASX:ATW] a position he has held
since January 2009.
Resolution 3 - Election of Director - Vincenzo (Vince) Leone
In accordance with rule 20.3 of the Constitution, Vincenzo (Vince) Leone, a
Director appointed subsequent to the last Annual General Meeting of the Company
and retiring at the close of this Annual General Meeting, offers himself for
election as a Director.
Vince has 22 years business experience in a range of senior management positions
covering business strategy, sales, marketing and operations with a particular
focus in professional services, training, information
technology/telecommunications, building and infrastructure. In these roles,
Vince has assisted business leaders, from various industry sectors, leverage IT
and Telecommunication systems to support their business strategies, goals and
objectives.
Vince is also the chief executive officer and director of Red Paragon Pty Ltd
(which is majority owned by Medic Vision). Previously Vince was a Director of
Hostech Limited [ASX:HTC] (a telecommunications services provider), Managing
Director of MobiData Group Pty Ltd (a software company where he managed sales
and operations across Australia, India and other parts of the world), General
Manager of an Australian software company (which experienced six fold growth
during his tenure), Strategic Account Director at PeopleSoft (now Oracle),
senior executive with Cable & Wireless Optus, Dimension Data, Intergraph
(software training and simulation company), Fisher Stewart Pty Ltd (Engineering
& Infrastructure) and Australian Construction Services.
Resolution 4 - Re-election of Director - Frank Cannavo
In accordance with clause 22 of the Constitution, Frank Cannavo retires by
rotation and offers himself for re-election as a Director.
Mr Cannavo has considerable experience with listed companies and in several
cases has been instrumental in assisting in the achievement of growth
strategies. Mr Cannavo was appointed an Executive Director of Medic Vision on 5
April 2007 and became Non-Executive Director on 22 May 2009 and was Acting
Chairman between 15 July 2009 and 2 September 2009. Mr Cannavo has had held the
following position in the last 3 years:
* ATOS Wellness Ltd [ASX: ATW], Non-executive Director
* Hannans Reward Ltd [ASX: HNR], Non-executive Director
Resolution 5 - Issue of the Convertible Notes
During the period from 20 April 2009 to 21 August 2009 the Company received cash
subscriptions in the sum of AU$848,980 (gross) from 23 investors convertible
into 42,449,000 Shares .
This additional working capital, raised via the Covertible Notes, is required
for the dual purposes of satisfying the Company's auditors going concern
requirements and the Company's financial condition requirement under ASX Listing
Rule 12.2.
ASX Listing Rule 7.1 provides that a listed company must not, subject to certain
exceptions, issue or agree to issue more than 15% of its capital within a 12
month period without the approval of its shareholders.
For the purpose of ASX Listing Rule 7.1, the issue of convertible security is
treated as an issue of the capital on a full conversion basis.
ASX Listing Rule 7.4 provides that an issue of securities made without approval
under ASX Listing Rule 7.1 is treated as having been made with approval if each
of the following applies:
* the issue did not breach Listing Rule 7.1; and
* the shareholders of ordinary securities subsequently approve the issue.
Accordingly, the issue of the Convertible Notes, as referred to above, requires
the Company to seek ratification from Shareholders to the issue of the
Convertible Notes, and the corresponding fully paid ordinary Shares to the
holders of Convertible Notes who agree to the conversion, for the purpose of ASX
Listing Rule 7.4 and all other purposes.
The following information is provided to Shareholders in accordance with ASX
Listing Rule 7.5:
* The number of Convertible Notes subscribed for, and referred to in this
resolution, is convertible into to 42,449,000 Shares on a fully converted basis.
* Shares issued upon conversion of Convertible Notes will be issued at AU $0.02
per Share. The Ordinary Shares to be issued following conversion will rank
equally with the Company's existing Ordinary Shares.
* The terms of the Convertible Note issued are as follows:
+----------------------------------------------+----------------------+
| Number of Convertible Notes issued | 23 |
+----------------------------------------------+----------------------+
| Interest rate payable monthly in arrears | 8.5% pa |
+----------------------------------------------+----------------------+
| Voting rights or other entitlements | Nil |
+----------------------------------------------+----------------------+
| Transferability | Unlisted / non |
| | transferable. |
+----------------------------------------------+----------------------+
| Conversion Price | AU$0.02 per share |
+----------------------------------------------+----------------------+
| Final conversion/redemption date from issue | 1 June 2010 |
+----------------------------------------------+----------------------+
| Number of new shares to be issued upon | 42,449,000 |
| conversion:(assuming full conversion) | |
+----------------------------------------------+----------------------+
| % of new shares issuable under the | 39.89% |
| Convertible Notes represented as a % of | |
| existing issued share capital as at the date | |
| of this Notice of Annual General Meeting. | |
+----------------------------------------------+----------------------+
The subscribers for Convertible Notes are as follows:
+----------------+--------------+---------+-----------+-------------+---------------+
| Name | No of | % of | No of | Value | No of new |
| | Shares | Issued | existing | ($AUD) of | shares to |
| | held | Share | Options | Convertible | be issued |
| | prior to | Capital | held in | Notes | upon |
| | Convertible | | the | Subscribed | conversion |
| | Note | | Company | | |
+----------------+--------------+---------+-----------+-------------+---------------+
| Anthony Meats | 1,050,000 | 0.99% | Nil | $200,000 | 10,000,000 |
| Superannuation | | | | | |
| Fund** | | | | | |
+----------------+--------------+---------+-----------+-------------+---------------+
| Robert Lenton | 500,000 | 0.47% | Nil | $100,000 | 5,000,000 |
| Rogerson | | | | | |
+----------------+--------------+---------+-----------+-------------+---------------+
| Frank Cannavo | 1,562,500 | 1.47% | 2,500,000 | $100,000 | 5,000,000 |
| Investments | | | | | |
| Pty Ltd** | | | | | |
+----------------+--------------+---------+-----------+-------------+---------------+
+----------------+--------------+---------+-----------+------------+--------------+
| Rogue | 1,500,000 | 1.41% | Nil | $100,000 | 5,000,000 |
| Investments | | | | | |
| Pty Ltd | | | | | |
+----------------+--------------+---------+-----------+------------+--------------+
| Frank Cannavo | 1,450,000 | 1.36% | Nil | $50,000 | 2,500,000 |
| Superannuation | | | | | |
| Fund | | | | | |
+----------------+--------------+---------+-----------+------------+--------------+
| Christopher | 1,700,000 | 1.60% | Nil | $50,000 | 2,500,000 |
| Robert | | | | | |
| Rogerson | | | | | |
| <Almondbury | | | | | |
| A/C> | | | | | |
+----------------+--------------+---------+-----------+------------+--------------+
| R Journey Pty | Nil | Nil | Nil | $50,000 | 2,500,000 |
| Ltd | | | | | |
+----------------+--------------+---------+-----------+------------+--------------+
| Lyme Ridge Pty | 1,562,500 | 1.47% | Nil | $20,000 | 1,000,000 |
| Ltd <Family | | | | | |
| Trust> | | | | | |
+----------------+--------------+---------+-----------+------------+--------------+
| K & M Burrows | 1,644,419 | 1.55% | Nil | $20,000 | 1,000,000 |
+----------------+--------------+---------+-----------+------------+--------------+
| Pesco | Nil | Nil | Nil | $20,000 | 1,000,000 |
| Investments | | | | | |
| Pty Ltd** | | | | | |
+----------------+--------------+---------+-----------+------------+--------------+
| Flavours Fruit | Nil | Nil | Nil | $20,000 | 1,000,000 |
| and Veg | | | | | |
| Supply** | | | | | |
+----------------+--------------+---------+-----------+------------+--------------+
| Anthony & | Nil | Nil | Nil | $15,000 | 750,000 |
| Myriam ATF A & | | | | | |
| M Ash Super | | | | | |
| Fund | | | | | |
+----------------+--------------+---------+-----------+------------+--------------+
| Cadaja P/L ATF | Nil | Nil | Nil | $15,000 | 750,000 |
| CD | | | | | |
| Superannuation | | | | | |
| Fund | | | | | |
+----------------+--------------+---------+-----------+------------+--------------+
| Davnin | Nil | Nil | Nil | $13,980 | 699,000 |
| Investments | | | | | |
| Ltd | | | | | |
+----------------+--------------+---------+-----------+------------+--------------+
| Ross Horley** | 5,213,074 | 4.90% | 3,500,000 | $10,000 | 500,000 |
+----------------+--------------+---------+-----------+------------+--------------+
| Christine | 100,000 | 0.09% | Nil | $10,000 | 500,000 |
| Stojanovski | | | | | |
+----------------+--------------+---------+-----------+------------+--------------+
| Kon Tsobas | 450,000 | 0.42% | Nil | $10,000 | 500,000 |
+----------------+--------------+---------+-----------+------------+--------------+
| Mark Linney | 200,000 | 0.19% | Nil | $10,000 | 500,000 |
+----------------+--------------+---------+-----------+------------+--------------+
| William Cook | Nil | Nil | Nil | $10,000 | 500,000 |
+----------------+--------------+---------+-----------+------------+--------------+
| Thirty Eight | 135,000 | 0.13% | Nil | $10,000 | 500,000 |
| Vobarb Pty | | | | | |
| Limited** | | | | | |
+----------------+--------------+---------+-----------+------------+--------------+
| Trevor Charles | Nil | Nil | Nil | $5,000 | 250,000 |
| Frederick | | | | | |
| Brown | | | | | |
+----------------+--------------+---------+-----------+------------+--------------+
| Renato Falcone | 656,000 | 0.62% | Nil | $5,000 | 250,000 |
+----------------+--------------+---------+-----------+------------+--------------+
| John Garkinis | Nil | Nil | Nil | $5,000 | 250,000 |
+----------------+--------------+---------+-----------+------------+--------------+
NOTE: The subscribers noted with a double astrix (**) are deemed to be related
parties.
Having unsuccessfully attempted to raise the required capital via bank debt
funding and equity funding, the issue of the Convertible Notes was considered by
the Board to be the only option available to Medic Vision.
Resolution 6 - Issue of Shares to Creditors
Listing Rule 7.1 broadly provides, subject to certain exceptions, that
shareholder approval is required for any issue of securities by a listed
company, where the securities proposed to be issued represent more than 15% of
the Company's securities then on issue in any twelve month period (15% Rule). As
the Company has already issued Shares during the past twelve months, the issue
of Shares to the Creditors listed below would result in the Company exceeding
the 15% Rule.
Accordingly, Resolution 6 has been included so that Shareholders may approve,
pursuant to Listing Rule 7.1, the issue of up to 2,062,577 Shares at a deemed
price of AU$0.045 to in satisfaction of debts to the value of up to
approximately AU$92,816.
The following information is provided to Shareholders for the purposes of
Listing Rule 7.3:
* The maximum number of Shares to be issued under Resolution 6 is 2,062,577.
* The Shares to be issued under Resolution 6 will be issued within 3 months from
the date of the Meeting, at a deemed issue price of AU$0.045 per share to
convert debts to the value of up to approximately AU$92,816.
* The Shares to be issued are fully paid ordinary shares which will rank pari
passu with existing Shares;
* The allottees will be as listed below:
+---------------------------+-------------+---------------+
| Allotee | Shares | Debt being |
| | | Satisfied |
| | | (AU$) |
+---------------------------+-------------+---------------+
| A Class Finance and | 100,000 | $4,500 |
| Investments Pty Ltd | | |
+---------------------------+-------------+---------------+
| Luigi Villella | 625,000 | $28,125 |
+---------------------------+-------------+---------------+
| Ben Koutoukidis | 125,000 | $5,625 |
+---------------------------+-------------+---------------+
| Jordan Helen Tarpen | 125,000 | $5,625 |
+---------------------------+-------------+---------------+
| Michael Chislett | 125,000 | $5,625 |
+---------------------------+-------------+---------------+
| Prosperity Legal | 391,111 | $17,600 |
+---------------------------+-------------+---------------+
| Jason Line | 389,400 | $17,523 |
+---------------------------+-------------+---------------+
| Kevin Brown | 182,066 | $8,193 |
+---------------------------+-------------+---------------+
| Totals | 2,062,577 | $92,816 |
+---------------------------+-------------+---------------+
Resolution 7 - Issue of Ordinary Shares to Related Parties
Shareholders are being asked to approve Resolution 7 in connection with the
issue of a total of 5,400,050 Shares to Messrs Leone, Horley and Cannavo (or
their nominees) in satisfaction of accrued but unpaid remuneration.
In accordance with the AIM Rules, the Company has issued an announcement (the
"Announcement") in respect of the proposed issue of Shares to Messrs Leone,
Horley and Cannavo, as set out below, which is considered to be a related party
transaction under the AIM Rules (the definition of a related party under AIM
Rules includes, inter alia, any person appointed as a director within the last
twelve months preceding the date of the transaction). As set out in the
Announcement, the independent director of the Company (being Indrajit (Jitto)
Arulampalam) considers, having consulted with Strand Hanson Limited, that the
terms of the issue of the Shares to Messrs Leone, Horley and Cannavo are fair
and reasonable insofar as Shareholders are concerned.
+---------------------------+-------------+---------------+
| Name of Related Party | Number of | Amount being |
| | Shares to | satisfied |
| | be Issued | (AU$) |
+---------------------------+-------------+---------------+
| Vince Leone | 2,305,000 | 46,100.00 |
+---------------------------+-------------+---------------+
| Ross Horley | 1,886,700 | 37,734.00 |
+---------------------------+-------------+---------------+
| Frank Cannavo | 908,350 | 18,167.00 |
+---------------------------+-------------+---------------+
| Total | 5,100,050 | 102,001 |
+---------------------------+-------------+---------------+
By virtue of their position as current directors of the Company, Messrs Leone
and Cannavo are considered related parties of the Company. In accordance with
section 228 of the Corporations Act, any person who was a related party at any
time within the previous six months is also considered to be a related party of
the Company. Accordingly, approval is also sought for the issue of Shares to Mr
Horley (or his nominee).
Resolution 7 seeks Shareholder approval in order to comply with the requirements
of ASX Listing Rule 10.11. Listing Rule 10.11 provides that a company must not
issue equity securities (including shares) to a related party of the company
unless the issue has been approved by shareholders by ordinary resolution.
Pursuant to Resolution 7 the Company seeks approval from Shareholders for the
issue of 5,100,050 Shares in accordance with the table outlined above. If
approval is given under Listing Rule 10.11, then approval is not required under
Listing Rule 7.1. In accordance with Listing Rule 10.13, the Company gives the
following additional information:
Date of issue
The Shares the subject of Resolution 7 will be issued within one month of the
passage of Resolution 7.
Reason for Issue
Shares are being offered in lieu of cash in respect of outstanding directors
fees.
Terms and Ranking of Shares
All Shares to be issued pursuant to Resolution 7 are to be issued on the same
terms as and rank equally with all other Shares on issue.
Issue price and value
The issue price and value related to each related party has been determined
based on the following criteria:
* Vince Leone joined the Company on 21 January 2009 following the Red Paragon
Acquisition (as announced on 20 January 2009) and was subsequently appointed as
a Director on 6 April 2009 and then Chief Executive Officer ("CEO") of Medic
Vision on 4 June 2009. Medic Vision is due to pay Vince a sum of AU$46,100 for
services rendered during the period April to May 2009. To preserve Company cash,
Mr. Leone agreed, as per Minutes of Board Meeting dated 24 June 2009, to accept
shares in lieu of cash for this payment. This equates to an issue of 2,305,000
Shares at AU$0.02 per Medic Vision share, subject to Shareholder approval. To
further preserve the Company's cash position, Mr. Leone has agreed to
significantly lower terms and conditions for the provision of his services to
Medic Vision as of 1 June 2009. · Ross Horley was the Companys Managing Director up until 4 June 2009and
continued with the Company as an Executive Director up until 2 September 2009.
Mr. Horley was due a payment of AU$37,734 for services rendered during the
period April to May 2009. To preserve Company cash, Mr Horley agreed, as per
Minutes of Board Meeting dated 24 June 2009, to accept 1,886,700 Shares in lieu
of cash for this payment at a price of AU$0.02 per share, subject to Shareholder
approval. The terms and conditions for the provision of services by Mr. Horley
to Medic Vision were significantly reduced as of 1 June 2009. Mr. Horely later
resigned when the Company took measures to reduce costs when sales results were
less and operational costs were higher than forecast. Mr. Horely has agreed to
continue working for the company as a consultant on a case by case basis. · Frank Cannavo was appointed as an Executive Director of Medic Vision on 5
April 2007. Mr. Cannavo became a Non Executive Interim Chairman of Medic Vision
on 15 July 2009 and led the initiative to recruit the Companys new Chairman,
whilst continuing to support the Companys CEO and Board to realise the
Companys potential. Prior to becoming a Non Executive Director, Mr. Cannavo was
due a payment of AU$18,167 for services rendered during the period April to May
2009. To preserve Company cash, Mr. Cannavo agreed, as per Minutes of Board
Meeting dated 24 June 2009, to accept an issue of 908,334 Shares in lieu of cash
for this payment, at a price of AU$0.02 per share, subject to Shareholder
approval. Mr Cannavo continues to support the Company as a Non Executive
Director.
Resolution 8 - Issue of the Warrants to Strand Hanson Securities Limited
Strand Partners Limited (now renamed Strand Hanson Limited) ("Strand") was
appointed to act as Nominated Adviser to the Company on 31 October 2008, for a
period of two years from the date of appointment, under the terms of an
engagement letter between Strand and the Company dated 31 October 2008 (the
"Strand Engagement Letter"). In accordance with the terms of the Strand
Engagement Letter and the Warrant Instrument, Medic Vision agreed to issue the
Warrants to Strand.
The Warrant Instrument, requires the Company to obtain Shareholders approval to
issue the Warrant, no later than 30 June 2009. This date was not achieved as the
Company did not hold a general meeting at which the resolution could be proposed
prior to this date. The Warrant has not been issued as required under the terms
of the Strand Engagement Letter and the Warrant Instrument. Notwithstanding this
Strand has agreed to extend the deadline for approval to 11 December 2009 at
which point, should the issue of Warrants not have been approved, the Company
will be in beach of the Strand Engagement Letter.
The Listing Rules set out requirements, which must be satisfied in relation to
the issue of shares or securities. As noted earlier, ASX Listing Rule 7.1
requires that a listed company obtain shareholder approval prior to the issue of
shares or securities convertible into shares representing more than 15% of the
issued capital of that company in any twelve (12) month period. The allotment
and the issue of the shares referred to in this resolution will contravene the
provisions of Listing Rule 7.1 unless the prior approval of shareholders via a
general meeting is obtained.
ASX Listing Rule 7.3 requires specific information to be disclosed for
shareholders to approve an issue of shares or securities, which would otherwise
contravene Listing Rule 7.1. In accordance with Listing Rule 7.3 the following
information is provided in relation to this resolution:
* Following shareholder approval, Medic Vision will issue the Warrants, capable of
converting into such number of Shares as is equivalent to 2% of the issued share
capital of Medic Vision at the time of exercise, no later than three (3) months
after the date of the Meeting (or as modified by ASX waiver).
* Strand will pay Medic Vision AU$0.02 per Share.
* After issue, allotment and quotation on ASX, the Shares will rank equally with
the existing ordinary Shares in Medic Vision.
* The Shares will be issued to Strand Hanson Securities Limited.
* The Company confirms that none of the Warrants/Shares are being issued to
related parties.
Resolution 9 - Issue of Shares and Options to Vincenzo (Vince) Leone
ASX Listing Rule 10.11 states that an entity must not issue or agree to issue
equity securities to a related party without the approval of holders of ordinary
securities.
In accordance with the ASX Listing Rules and the Corporations Act 2001,
shareholders are being asked to approve the issue of 3,500,000 Shares and
3,500,000 Options to an Executive Director, Vincenzo (Vince) Leone.
The total number of Shares to be issued to Mr. Leone is 3,500,000. The Shares
are being issued in lieu of part compensation being paid to Mr. Leone in his
capacity as Director and Chief Executive Officer.
The total maximum number of Options to be granted to Mr. Leone is 3,500,000.
Each Option will entitle the holder to subscribe for one ordinary share in the
Company. If Shareholder approval is gained the Options will be issued no later
than one month after the date of the Meeting. The Options will be issued for nil
consideration.
The exercise price of the Options shall be AU$0.045. The last trading price of
Shares on ASX at the time of preparing this notice was AU$0.02 (30 October
2009). The Company has raised capital via the issue of Convertible Note at
AU$0.02, so the option exercise price is at a significant premium to current the
market price. An Option may only be exercised after that Option has vested and
before its expiry date.
The Options will vest if, at any time following the date of issue and prior to
31 December 2012, the last sale price of the Shares on the ASX equals to or
exceeds AU$0.02 for 5 consecutive days trading.
The final exercise date or expiry date for the Options will be 31 December 2012.
If the Options vest and are subsequently exercised funds received upon exercise
of the options will be used for working capital purposes. There is no guarantee
that the options will be exercised. The Company will not be applying for
Official Quotation of the Options.
In order to preserve the Company's cash, the Directors have agreed to accept
substantially lower directors fees than would be viewed as customary practice
for a similar publicly listed company. The vesting conditions of the Options are
adequately linked to improvement in share price and hence shareholder value. The
Options will provide further incentive to improve the performance of the Company
to the commercial benefit of all Shareholders.
The Directors decline to make a recommendation to Shareholders in relation to
this Resolution due to a conflict of interest.
Resolution 10 - Issue of Options to Indrajit (Jitto) Arulampalam
ASX Listing Rule 10.11 states that an entity must not issue or agree to issue
equity securities to a related party without the approval of holders of ordinary
securities.
In accordance with the ASX Listing Rules and the Corporations Act, shareholders
are being asked to approve the issue of 2,500,000 Shares and 2,500,000 Options
to Non-Executive Chairman, Indrajit (Jitto) Arulampalam.
The total number of Shares to be issued to Mr. Arulampalam is 2,500,000. The
Shares are being issued in lieu of part compensation being paid to Mr.
Arulampalam in his capacity as Director and Non-Executive Chairman.
The total maximum number of Options to be granted to Mr. Arulampalam is
2,500,000. Each Option will entitle the holder to subscribe for one ordinary
share in the Company. If Shareholder approval is gained the Options will be
issued no later than one month after the date of the Meeting. The Options will
be issued for nil consideration.
The exercise price of the Options shall be AU$0.045. The last trading price of
Shares on ASX at the time of preparing this notice was AU$0.022 (30 October
2009). The Company has raised capital via the issue of Convertible Note at
AU$0.02, so the option exercise price is at a significant premium to current the
market price. An Option may only be exercised after that Option has vested and
before its expiry date.
The Options will vest if, at any time following the date of issue and prior to
31 December 2012, the last sale price of the Shares on the ASX equals to or
exceeds AU$0.02 for 5 consecutive days trading.
The final exercise date or expiry date for the Options will be 31 December 2012.
If the Options vest and are subsequently exercised funds received upon exercise
of the Options will be used for working capital purposes. There is no guarantee
that the Options will be exercised. The Company will not be applying for
Official Quotation of the Options.
In order to preserve the Company's cash, the Directors have agreed to accept
substantially lower directors fees than would be viewed as customary practice
for a similar publicly listed company. The Options which are being provided to
the Directors will provide further incentive. The vesting conditions of the
Options are adequately linked to improvement in share price and hence
Shareholder value. The Options will provide further incentive to improve the
performance of the Company to the commercial benefit of all Shareholders.
The Directors decline to make a recommendation to shareholders in relation to
this Resolution due to a conflict of interest.
Resolution 11 - Issue of Options to Frank Cannavo
ASX Listing Rule 10.11 states that an entity must not issue or agree to issue
equity securities to a related party without the approval of holders of ordinary
securities.
In accordance with the ASX Listing Rules and the Corporations Act 2001,
Shareholders are being asked to approve the issue of 2,500,000 Options to
Non-Executive Director, Frank Cannavo.
The total maximum number of Options to be granted to Mr. Cannavo is 2,500,000.
Each Option will entitle the holder to subscribe for one Share in the Company.
If Shareholder approval is gained the Options will be issued no later than one
month after the date of the meeting. The Options will be issued for nil
consideration.
The exercise price of the options shall be AU$0.045. The last trading price of
Shares on ASX at the time of preparing this notice was AU$0.022 (30 October
2009). The Company has raised capital via the issue of Convertible Note at
AU$0.02, so the Option exercise price is at a significant premium to current the
market price. An Option may only be exercised after that Option has vested and
before its expiry date.
The Options will vest if, at any time following the date of issue and prior to
31 December 2012, the last sale price of the Shares on the ASX equals to or
exceeds AU$0.02 for 5 consecutive days trading.
The final exercise date or expiry date for the Options will be 31 December 2012.
If the Options vest and are subsequently exercised funds received upon exercise
of the Options will be used for working capital purposes. There is no guarantee
that the Options will be exercised. The Company will not be applying for
Official Quotation of the Options.
In order to preserve the Company's cash, the Directors have agreed to accept
substantially lower Directors fees than would be viewed as customary practice
for a similar publicly listed company. The Options which are being provided to
the Directors will provide further incentive. The vesting conditions of the
options are adequately linked to improvement in share price and hence
shareholder value. The Options will provide further incentive to improve the
performance of the Company to the commercial benefit of all Shareholders.
The Directors decline to make a recommendation to Shareholders in relation to
this Resolution due to a conflict of interest.
Resolution 12 - Employee Share Option Plan
This Resolution seeks Shareholder approval to establish and maintain the
Employee Share Option Plan to provide ongoing incentives to employees of the
company. If the resolution is passed, the Plan will enable the Company to issue
options to subscribe for shares in the Company from time to time to employees as
part of a performance based incentive program. The Options will be granted and
issued under the Plan at the discretion of the Board and the exercise of the
Options may be subject to vesting conditions. Please note that the Directors of
the Company are not eligible to participate in the Plan.
ASX Listing Rule 7.1 provides that a listed Company must not, subject to certain
exceptions, issue or agree to issue more than 15% of its capital within a 12
month period without the approval of shareholders. An exception to Listing Rule
7.1 is Listing Rule 7.2 - Exception 9, which provides that Listing Rule 7.1 does
not apply to an issue under an employee incentive scheme if, within three years
of the date of issue, shareholders have approved the issue as an exception to
Listing Rule 7.1.
Shareholder approval is sought to establish and maintain the Plan and to enable
the Company to subsequently grant options to subscribe for share in the Company
in accordance with the Rules of the Plan ("Plan Rules") and as an exception to
ASX Listing Rule 7.1 in accordance with ASX Listing Rule 7.2 - Exception 9.
No securities have been issued under the proposed Employee Share Option Plan as
at the date of this Explanatory Statement.
The Plan Rules are set out in Annexure A.
Resolution 13 -Placement of Shares
Assuming Resolutions 1 - 12 are approved, the Company will have taken steps to
convert debts into equity and improve the strength of its balance sheet.
However, the Company will still require further working capital in order to
pursue its objectives of continuing to grow its existing projects and to take
advantage of new opportunities as and when they arise.
The Directors seek Shareholder approval pursuant to Resolution 13 to allot and
issue up to 100,000,000 new shares. Obtaining this approval will give the
Company flexibility to issue these Shares to ensure the Company has adequate
working capital to properly exploit both its existing projects and potential new
opportunities, including the two potential acquisitions, summary of details of
which were included in the Company's announcement released to the ASX and AIM on
26 October 2009.
The effect of Resolution 13 will be to allow the Directors to issue up to
100,000,000 of Shares during the period of 3 months after the Annual General
Meeting (or a longer period, if allowed by ASX), without using the Company's 15%
annual placement capacity.
The Directors are yet to determine who the Shares may be issued to but the
allottees will not be related parties (or their associates) of the Company.
The Shares will be issued to sophisticated investors and/or clients of
stockbroking firms.
It is envisaged that the allotment of the Shares will occur progressively and
that the funds raised will be used for working capital or for a potential
acquisition.
Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following
information is provided in relation to the Share Placement:
* the maximum number of Shares to be issued is up to 100,000,000;
* the Shares will be issued no later than 3 months after the date of the General
Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the ASX Listing Rules) and it is intended that allotment will
occur on the same date;
* the issue price will not be less than 80% of the volume weighted average market
price (VWAP) for Shares calculated over the 5 days on which sales in the Shares
are recorded before the day on which the issue is made;
* if issued for the purposes of capital raising, the Shares will be allotted and
issued to sophisticated and professional investors within the meaning of Section
708 of the Corporation Act;
* the Shares issued will be fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the Company's existing
Shares;
* funds raised by the issue of the Shares will be used to fund expansion and
operational activities on the Company's assets and for general working capital
purposes; and
* the Shares may be issued for the purposes of full or part consideration in any
acquisition which meets the relevant selection criteria as determined by the
Directors.
Glossary
2009 Annual Report means the Annual Financial Report of the Company for the year
ended 30 June 2009.
AIM means the AIM market of the London Stock Exchange Plc.
AIM Rules means the rules applicable to companies whose securities are traded on
AIM and their advisers, as published by the London Stock Exchange plc from time
to time.
Annual General Meeting or Meeting means the meeting of Shareholders to be
convened pursuant to the Notice of Meeting.
ASX means ASX Limited.
ASX Listing Rules means the Listing Rules of the ASX.
AU$ means the legal currency of Australia.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's Day, Good
Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX
declares is not a business day.
Company means Medic Vision Limited (ACN 099 084 143).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the directors of the Company.
EDST means Eastern Daylight Savings Time as recognised in Melbourne, Australia.
Explanatory Memorandum means the explanatory memorandum accompanying the Notice
of Meeting.
Employee Share Option Plan or the Plan means the Employee Share Option Plan
governed by the Plan Rules set out in Annexure A.
Notice of Meeting or Notice of Annual General Meeting means this notice of
Annual General Meeting including the Explanatory Memorandum.
Option means an option to acquire a Share.
Plan Rules means the rules of the Employee Share Plan as set out is Annexure A.
Resolutions means the resolutions set out in the Notice of Meeting, or any one
of them, as the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
Warrant Instrument means the instrument constituting warrants to subscribe for
Shares dated 17 March 2009.
ANNEXURE A
Medic Vision Limited
ACN: 099 084 143
EMPLOYEE SHARE OPTION PLAN
PLAN RULES
INTRODUCTION
Name of Plan
The plan will be called the Medic Vision Employee Share Option
Plan ("the Plan")
Purpose
The Purpose of the Plan is to:
1. provide incentives to improve the performance of employees and the Company;
2. attract persons of experience and ability to employment with the Company and
to assist to retain the services of valuable employees;
3. recognize and reward the ability and efforts of the employees who have
contributed to the success of the company; and
4. motivate, foster and promote loyalty from employees.
Function
The Plan provides for the issue of Options to Employees in
accordance with the Plan Rules.
Commencement of the Plan
The Plan will take effect on and from the date being one day
after the Shareholder Approval Date.
DEFINITIONS
"ASX" means Australian Stock Exchange Limited
"Board" means the board of directors of the Company
"Committee" means a committee to whom the Board has delegated responsibility for
administering the Plan
"Company" means Medic Vision Limited ACN 099 084 143
"Corporations Act" means the Corporations Act 2001, as amended from time to time
"Employee" means at any time a person who is then employed by the Company
"Exercise Period" means a period during which an option is exercisable
"Exercise Price" means the price payable when the Participant exercises the
right to purchase a Share as determined by the Board and set out in the Offer
"Exercise Notice" means a notice from the Participant to the Company giving
notice of a right to exercise a specified number of Options.
"Expiry Date" means the date shown as the Expiry Date on the face of the Option
Certificate
"Issue Date" means the date an Option is issued to a participant
"Listing Rules" means the official Listing Rules of ASX as they apply to the
Company
"Medic Vision" means Medic Vision Limited ACN 099 084 143
"Offer" means an offer made to an Employee to subscribe for one or more Options
under the Plan
"Option" means an Option to subscribe for a Share issued under the Plan
"Option Holder" means a person who holds Options pursuant to the Plan
"Option Certificate" means the certificate issued by the Company to an Option
Holder in respect of an Option
"Participant" means a full-time or part-time employee of the Company, who is
invited by the Board to participate in the Plan
"Plan" means the Medic Vision Limited Employee Share Option Plan constituted by
the Plan Rules
"Rules" means these Plan Rules as amended from time to time
"Share" means a fully paid ordinary share in the Capital of the Company
"Shareholder approval date" means the date the Plan is approved at a general
meeting of members.
"VWAP" means volume weighted average price of Medic Vision Limited shares as
traded on the ASX over 20 trading days prior to the date of issue of an option
issued under the plan.
ADMINISTRATION OF THE PLAN
Delegation
The Board may establish and administer the Plan in accordance with the terms and
conditions set out in these Rules and otherwise as it determines from time to
time in its absolute discretion.
The Plan shall be in all respects administered under the directions of the Board
or a Committee appointed by the Board. The Board may appoint, for the proper
administration and management of the Plan, such secretarial or executives or
staff or other persons as it considers desirable and may delegate to those
persons such powers and authorities as may be necessary or desirable for the
administration and management of the Plan.
Procedures
Subject to these Rules, the Board may make such regulations and establish such
procedures for the administration and management of the Plan as it considers
appropriate. If any disagreement or dispute with respect to the interpretation
of these Rules or the terms of the issue of a Share arises, such disagreement or
dispute shall be referred to the Board and the decision of the Board shall, in
the absence of manifest error, be final and binding upon all parties.
GRANT OF OPTIONS
General Eligibility
The Company may make offers from time to time to Employees to participate in the
Plan on the terms and conditions set out in these Rules by providing an Offer to
participate in the Plan to the Employee.
At any time and from time to time, the Board may offer Options to Employees
having regard, in each case, to:
1.1 the contribution to the Company which has been made by the Employee;
1.2 the potential contribution of the Employee to the Company;
1.3 the performance of the Company;
1.4 the Employees length of service;
1.5 any other matters which the Board considers in its absolute discretion, to
be relevant.
Offers
The Board or Committee may from time to time make Offers in writing to
Participants inviting them to take up Options under the Plan. Each Offer must
state:
1.1 the maximum number of Options available to the Participant;
1.2 that the Participant to whom it is addressed may accept the whole or any
lesser number of Options offered. The Offer may stipulate a minimum number of
Options and any multiple of such minimum or any other number which may be
accepted;
1.3 the Exercise Price and Expiry Date of those Options;
1.4 the period within which the Offer may be accepted;
1.5 that by accepting the invitation to participate in the offer the Participant
will be taken to have agreed to be bound by the Plan Rules; and
1.6 any other matters which the Board may determine
Issue of Options
Each Option must be issued in accordance with the terms of these Rules and each
Participant will be taken to have agreed to be bound by these Rules on
acceptance by that Participant of an Option.
Level of Participation
The level of participation and the number of Options that will be issued to each
Participant is at the ultimate discretion of the Board.
MAXIMUM NUMBER OF OPTIONS
5% Limit
Subject to clause 5.2 of these rules, an option may not be issued under the Plan
if, immediately following its issue, the shares to be received on exercise of
the Option when aggregated with:
1.1 the number of shares in the same share class which would be
issued if each outstanding offer of the share and options under the Plan or any
other employee incentive scheme of the Company were accepted or exercised; and
1.2 the number of shares in the same class issued during the
previous 5 years under the Plan,
exceeds 5% of the total number of issued shares in that share class of the
Company at the time the option is offered, provided that the Board may, in its
absolute discretion, increase this percentage, subject to any applicable
Corporations Act or Listing Rule requirements.
Exceptions
When aggregating the number of shares for the purpose of Clause 3.1 of these
Rules, the Company may disregard any offer made, options acquired or share
issued by way of or as a result of:
1.1 an offer to a person situated at the time of receipt of the
offer outside of Australia
1.2 an offer did not need disclosure to investors because of section
708 of the Corporations Act; or
1.3 an offer made under a disclosure document in accordance with
Chapter 6D of the Corporations Act.
OPTION TERMS
Issue Price of Options
Each Option issued pursuant to the Plan shall be issued for nil consideration.
Exercise of Options
Each option shall confer the right to subscribe for one fully paid ordinary
share, ranking pari passu with the fully paid ordinary shares of the Company on
issue at the date of allotment of such shares.
Exercise Price of Options
The Exercise Price of an Option issued pursuant to the Plan will be determined
at the absolute discretion of the Board. The Exercise Price shall not be less
than 20% above VWAP. Any adjustment to the Exercise Price of an Option must be
made in accordance with the Listing Rules. The options do not confer the right
to a change in exercise price.
Lapse of Option
Unless the Board in its absolute discretion determines otherwise, Options held
by a Participant will lapse on the earlier of the following:
1.1 the Expiry Date shown on the Option Certificate;
1.2 the date that the Participant is dismissed as an employee by the
Company for fraud or misconduct;
1.3 30 days after the Participant ceases to be an Employee of the
Company
1.4 the date the Participant is declared bankrupt.
The Board may at its absolute discretion extend the Expiry Date of any Option
issued pursuant to the Plan.
Transfer of Options
Participants Options may be transferred only with the prior written consent of
the Board.
Quotation
Options issued under the Plan will not be listed for quotation on the ASX;
however, the Company may make application for official quotation of Shares
issued on the exercise of options to ASX.
No Right to Dividends
Participants who are holding an Option issued pursuant to the Plan have no
rights to dividends and no rights to vote at meetings of the Company until that
Option is exercised.
Vesting of Options
A vesting period may apply to Options issued under the Plan. Any applicable
vesting period will be determined at the absolute discretion of the Board. An
Option may only be exercised after that option has vested, after any conditions
associated with the exercise of the option are satisfied and before its expiry
date. On the grant of an option the Board may in its absolute discretion impose
other conditions on the exercise of an Option.
If the Company enters into a scheme of arrangement, a takeover bid is made for
the Companys shares, or a party acquires a sufficient interest in the Company
to enable them to replace the Board (or the board forms the view that one of
those events is likely to occur) then the board may declare an option to be free
of any conditions of exercise. Options which are so declared may be exercised at
any time on or prior to the expiry date.
EXERCISE OF OPTIONS
Manner of Exercise
A Participant may exercise his or her Options at any time during the Exercise
Period by lodging with the Board, Committee or Company Secretary:
1.1 the Option Certificate
1.2 a duly completed and signed Exercise Notice; and
1.3 an amount equal to the Exercise Price multiplied by the number
of Options specified in the Exercise Notice.
Partial Exercise
A Participant may exercise Options in parcels of 100. Where a Participant
exercises only part of that Participants Options, the Company will cancel the
original Option Certificate and issue the Participant with a new Option
Certificate in respect of the remaining Options.
ISSUE OF SHARES
Where a Participant exercises Options in accordance with the Plan Rules, the
Company must, within 15 business days, issue the participant with the number of
Shares which corresponds with the number of options exercised in accordance with
the Plan Rules together with a holding statement confirming the issue of the
relevant Shares.
A Share issued pursuant to the exercise of any Option ranks equally with all
existing Shares of that class from the date of allotment.
PARTICIPATION IN FUTURE ISSUES
No Entitlement
There are no participating rights or entitlements inherent in the Options and
Option Holders will not be entitled to participate in new issues of securities
offered to Shareholders during the currency of the Options. However, the Company
will ensure that the record date for determining entitlements to any such issue
will be at least 10 business days after the issue is announced. Participants
shall be given the opportunity to exercise Options in accordance with section 7
of the Plan Rules prior to the record date for determining entitlements to
participate in any such issue.
Bonus Issues
In the event of a Bonus Issue of Shares being made pro-rata to ordinary
shareholders (other than issue in lieu of dividends), the number of Shares over
which an Option is exercisable will be increased by the number of Shares which
the Option Holder would have received if the Option had been exercised before
the record date for the Bonus Issue. No adjustment will be made to the exercise
price per share of the Option.
Pro Rata Issue
If, prior to the expiry or lapse of any Options there is a pro rata issue
(except a bonus issue) to the holders of Shares in the Company, the Exercise
Price of the options may be reduced in accordance with the ASX Listing Rules.
Reorganisation of Capital
If, prior to the expiry or lapse of any Options, there is a reorganisation of
the Companys Capital, those Options will be reorganised in accordance with the
ASX Listing Rules.
OVERIDING RESTRICTIONS ON ISSUE
Notwithstanding anything else in these Rules an Option or a Share may not be
offered or issued if to do so:
1.1 Would contravene the Corporations Act or the Listing Rules; or
1.2 would contravene the local laws of, or the rules or requirements
of any regulatory or statutory body in, a Participants country of residence or
in the opinion of the Board compliance with those local laws, rules or
requirements would be impractical or result in any unnecessary or unreasonable
expense in the circumstances.
ADVICE
Independent Advice
Participants should obtain their own independent advice at their own expense on
the financial, taxation and other consequences to them of or relating to
participation in the plan.
Adjustment to Number of Options
The Company shall give notice to each Participant of any adjustment to the
number of Options which the Participant is entitled to be issued in accordance
with the Listing Rules.
Market Details
The Company will provide to a Participant upon request, within a reasonable
time, either verbally or in writing, details of the current market price (in
Australian dollars) of all Medic Vision listed securities.
COMPANYS RIGHTS NOT WAIVED
The Companys right to terminate or vary the terms of employment of any
Participant shall not be prejudiced in any way by the Company or any Participant
participating in the Plan or anything contained in these Rules or both. Further,
participation in the Plan and/or the rights or benefits of a Participant under
these Rules shall not be used as grounds for granting or increasing damages in
any action brought by any Participant against the Company whether in respect of
any alleged wrongful dismissal or otherwise.
None of the Company, its directors, officers or employees represents that the
Companys share price will attain, maintain or exceed any price. A Participant
who chooses to Exercise an Option issued under the Plan does so at his/her own
risk in that he/she may suffer financial detriment if the Companys share price
falls.
TAXATION
Neither the Company nor its Directors are liable for taxes assessed against or
imposed upon a person participating in the Plan and neither the Company nor its
Directors represents or warrants that any person will gain any taxation
advantage by participating in the Plan.
GOVERNING LAW
This Plan and these Rules shall in all respects be governed by and shall be
construed in accordance with the laws of Victoria, Australia.
SEVERENCE
If any provision in these Rules is void, voidable by any party or illegal, it
shall be read down so as to be valid and enforceable or, if it cannot be so read
down, the provision (or where possible, the offending words) shall be severed
from these Rules without affecting the validity, legality or enforceability of
the remaining provisions (or parts of those provisions) of these Rules which
shall continue in full force and effect.
AMENDMENT OF RULES
The Board will have the power to alter or add to the terms and conditions of the
Plan Rules, subject to and in accordance with the Corporations Act and the
Listing Rules (including any waivers granted by the ASX)
TERMINATION OF THE PLAN
The Board may terminate the Plan at any time; upon termination of the Plan the
Company shall not make any further issue of Options under the Plan.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAEAFFSESDNFFE
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