TIDMSTA
RNS Number : 9744L
Star Phoenix Group Ltd
06 January 2023
6 January 2023
Star Phoenix Group Ltd
("Star Phoenix" or the "Company")
NOTICE OF GENERAL MEETING
Star Phoenix (AIM: STA), an international company with an
oilfield services business in Trinidad and an oil and gas interest
in Indonesia, advises that a General Meeting ("GM") is to be held
at Level 1, 181 Bay Street, Brighton, Melbourne, Victoria Australia
3186 at 16:00 (AEDT) on Tuesday, 31 January 2023. Copies of the
circular and Notice of GM are available from the Company's website
https://www.starphoenixgroup.com/. An extract of the circular can
also be seen below.
This announcement has been approved by Chairman Lubing Liu on
behalf of the Company.
Contact Details
WH Ireland Limited (Nominated
Star Phoenix Group Ltd Adviser and Broker)
Robin Luo (Company Secretary) James Joyce / Enzo Aliaj
e. admin@starphoenixgroup.com t. +44 (0)20 7220 1666
t. +61 8 6205 3012
This announcement contains inside information for the purposes
of Article 7 of the UK version of Regulation (EU) No 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended ("MAR"). Upon the publication of this announcement
via a Regulatory Information Service, this inside information is
now considered to be in the public domain.
Star Phoenix Group Ltd
ACN 002 522 009
Notice of Meeting
Notice is given that the General Meeting will be held at:
Time : 16:00 Australian Eastern Daylight Time (AEDT)
Date : 31 January 2023
Place : Level 1, 181 Bay Street, Brighton
Melbourne, Victoria, Australia 3186
It is recommended that persons proposing to attend the General
Meeting in person register their attendance in advance by sending
an email to the Company Secretary at r.luo@starphoenixgroup.com no
later than 48 hours before the date and time of the Meeting.
Important
The business of the Meeting affects your shareholding and your
vote is 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.
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 Shareholders at
16:00 (AEDT) on 29 January 2023.
Business of the Meeting
Agenda
Resolution 1 - Removal of auditor
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, pursuant to section 329(1) of the Corporations Act and
for all other purposes, approval is given for the removal of BDO
Audit (WA) Pty Ltd as the current auditor of the Company effective
from the date of the Meeting."
Resolution 2 - Appointment of auditor
To consider and, if thought fit, to pass the following
resolution as a special resolution:
"That, subject to Resolution 1 being approved, pursuant to
section 327D of the Corporations Act and for all other purposes,
approval is given for the appointment of Wilmit Pty Ltd as auditor
of the Company effective from the date of the Meeting."
Dated: 6 January 2023
By order of the Board
Lubing Liu
Executive Chairman
Attendance and voting in person
To vote in person, attend the Meeting at the time, date and
place set out above.
Voting by proxy
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.
In accordance with section 249L of the Corporations Act,
Shareholders are advised that:
-- each Shareholder has a right to appoint a proxy;
-- the proxy need not be a Shareholder of the Company; and
-- a Shareholder who is entitled to cast 2 or more votes may
appoint 2 proxies and may specify the proportion or number of votes
each proxy is appointed to exercise. If the member appoints 2
proxies and the appointment does not specify the proportion or
number of the member's votes, then in accordance with section
249X(3) of the Corporations Act, each proxy may exercise one-half
of the votes.
Shareholders and their proxies should be aware that changes to
the Corporations Act made in 2011 mean 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.
United Kingdom (CREST Voting Instruction)
DI Holders in CREST may transmit voting instructions by
utilising the CREST voting service in accordance with the
procedures described in the CREST Manual. CREST personal members or
other CREST sponsored members, and those CREST members who have
appointed a voting service provider, should refer to their CREST
sponsor or voting service provider, who will be able to take
appropriate action on their behalf.
In order for instructions made using the CREST voting service to
be valid, the appropriate CREST message (a "CREST Voting
Instruction") must be properly authenticated in accordance with
Euroclear's specifications and must contain the information
required for such instructions, as described in the CREST Manual
(available via www.euroclear.com/CREST ).
To be effective, the CREST Voting Instruction must be
transmitted so as to be received by the Company's agent (3RA50) no
later than 25 January 2023 at 4.00pm (GMT). 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 Company's agent is able to
retrieve the CREST Voting Instruction by enquiry to CREST in the
manner prescribed by CREST. DI Holders in CREST and, where
applicable, their CREST sponsors or voting service providers should
note that Euroclear 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 the DI
Holder concerned to take (or, if the DI Holder is a CREST personal
member or sponsored member or has appointed a voting service
provider, to procure that the CREST sponsor or voting service
provider takes) such action as shall be necessary to ensure that a
CREST Voting Instruction is transmitted by means of the CREST
voting service by any particular time.
In this connection, DI Holders 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.
United Kingdom ( Form of Instruction)
DI Holders are invited to attend the Meeting but are not
entitled to vote at the Meeting. In order to have votes cast at the
Meeting on their behalf, DI holders must complete, sign and return
the Forms of Instruction forwarded to them along with the Notice to
the Company's agent, Computershare UK, by 29 January 2023 at 4.00pm
(GMT).
Should you wish to discuss the matters in this Notice of Meeting
please do not hesitate to contact the Company by telephone on +61 8
6205 3012 or +44 (0) 20 3865 8430.
Explanatory Statement
This Explanatory Statement has been prepared to provide
information which the Directors believe to be material to
Shareholders in deciding whether or not to pass the
Resolutions.
1. Resolution 1 - Removal of auditor
1.1 General
Under section 329(1) of the Corporations Act, an auditor of a
company may be removed from office by resolution at a general
meeting of which 2 months' notice of intention to move the
resolution has been given. However, if a company calls a meeting
after the notice of intention has been given, the meeting may pass
the resolution even though the meeting is held less than 2 months
after the notice of intention is given.
The current auditor of the Company, BDO Audit (WA) Pty Ltd
(BDO), sought ASIC consent to resign as auditor due to the
Company's management being located in Victoria as well as
resourcing constraints meaning it was unable to perform the audit
in the timeframe requested by the Company. ASIC did not approve the
application to resign. Accordingly, a change of auditor requires
shareholder approval for removal of the auditor.
Having received a notice of intention to move a resolution to
remove BDO Audit (WA) Pty Ltd (BDO) as the auditor of the Company
(Notice of Intention), the Company has convened this Meeting and
provided a copy of the Notice of Intention to BDO and the ASIC.
Resolution 1 is an ordinary resolution seeking the removal of
BDO as the auditor of the Company.
1.2 Board recommendation
The Board RECOMMS Shareholders vote in FAVOUR of Resolution
1.
2. Resolution 2 - Appointment of auditor
2.1 General
Pursuant to section 327D of the Corporations Act, the Company in
a general meeting may appoint an auditor to replace an auditor
removed under section 329 of the Corporations Act.
Resolution 1 seeks Shareholder approval for the removal of BDO
as auditor of the Company under section 329 of the Corporations
Act.
Resolution 2 seeks Shareholder approval for the appointment of
Wilmit Pty Ltd as the new auditor of the Company.
Resolution 2 is a special resolution and is conditional on the
passing of Resolution 1.
As required by the Corporations Act, a nomination for Wilmit Pty
Ltd to be appointed as the auditor of the Company has been received
from a Shareholder and a copy is set out at Annexure A.
In addition, Wilmit Pty Ltd has given its written consent to act
as the Company's auditor in accordance with section 328A(1) of the
Corporations Act subject to Shareholder approval for the removal of
BDO as auditor of the Company.
If Resolutions 1 and 2 are passed, the appointment of Wilmit Pty
Ltd as the Company's auditor will take effect at the close of this
Meeting and continues until the Company's next annual general
meeting. Qualifications and other material information of Wilmit
Pty Ltd is a highly motivated and proactive team of professionals
providing innovative and valuable service to clients with high
quality accounting, auditing, tax planning and business advice.
More details can be found at https://mitchellwilson.com.au/.
2.2 Board recommendation
The Board RECOMMENDS Shareholders vote in FAVOUR of Resolution
2.
Glossary
AEDT means Australian Eastern Daylight Time, as observed in
Sydney, New South Wales.
AIM means the market of that name operated by the London Stock
Exchange.
Board means the current board of directors of the Company.
Chair means the chair of the Meeting.
Company means Star Phoenix Group Ltd (ACN 002 522 009).
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
DI Holder means a holder of depositary interests representing
Shares which are electronically listed for trading on AIM and
issued by Computershare Investor Services plc which holds legal
title to the underlying Shares.
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement
accompanying the Notice.
General Meeting or Meeting means the general meeting of the
Company convened by this Notice.
GMT means Greenwich Mean Time.
Notice or Notice of Meeting means this notice of meeting
including the Explanatory Statement and the Proxy Form.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice, or any
one of them, as the context requires.
Section means a section of the Explanatory Statement.
Share means a fully paid ordinary share in the capital of the
Company.
Shareholder means a registered holder of a Share.
Annexure A - Nomination of auditor
6 January 2023
Star Phoenix Group Ltd
c/o Edwards Mac Scovell,
Level 1, 8 St Georges Terrace, Perth WA 6000
Dear Directors
NOMINATION OF AUDITOR
I, Lubing Liu, being a shareholder of Star Phoenix Group Ltd
(Company), hereby nominate Wilmit Pty Ltd of ACN 052 503 385, 883
Toorak Road, Camberwell, VIC 3124, Victoria Australia in accordance
with section 328B(1) of the Corporations Act 2001 (Cth) (Act) for
appointment as auditor of the Company.
I consent to the distribution of a copy of this nomination as an
annexure to the Notice of Meeting for the shareholder meeting of
the Company at which the appointment of an auditor is considered as
required by section 328B(3) of the Act.
Yours faithfully
Lubing Liu
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END
NOGSSLFEMEDSEFF
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January 06, 2023 07:19 ET (12:19 GMT)
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