VMob Group Limited
Notice of Special Meeting
Notice is given that a special meeting of VMob Group Limited (the Company) will be held at Pullman Hotel, Corner Princes Street and Waterloo Quadrant, Auckland on 28th April 2016 commencing at 11am.
This Notice includes important information about upcoming corporate activities of the Company. Please read this document carefully.
Formal meeting matters
1. Ratification of Previous Share Private Placements
To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:
“That the 5,480,059 ordinary shares issued by the Company for private placement capital raising without shareholder approval on 27 October 2015, the 1,720,589 ordinary shares issued by the Company for private placement capital raising without shareholder approval on 8 December 2015 and the 7,608,823 ordinary shares issued by the Company for private placement capital raising without shareholder approval on 23 December 2015 be ratified with immediate effect under, and for the purpose of, NZX Main Board Listing Rule 7.3.5(c).”
NZX Main Board Listing Rule 7.3.5 allows the Company to issue ordinary shares in a 12 month period without shareholder approval provided that a 20% threshold is not exceeded (i.e., no more than 20% of the total ordinary shares on issue at the start of the 12 month period).
The Company relied on NZAX Listing Rule 7.3.5 to issue ordinary shares by private placement capital raising during the last 12 months, being 14,809,471 ordinary shares issued between 27 October 2015 and 23 December 2015. The ordinary shares were issued to a combination of New Zealand based high net worth individuals, institutional investors and one Director of the Company. The funds from these capital raisings were used to fund the Company’s growth strategy in offshore markets and the ongoing development of the Company’s technology platform. Following the issue of the ordinary shares Sharbo Limited filed a SSH Notice on 6 January 2016 advising of a movement of 1% or more in substantial security holding.
The Company intends to imminently raise more capital to further fund the Company’s growth strategy in offshore markets and the ongoing development of the Company’s technology platform, and wishes to ensure that it has the flexibility to do so without exceeding the 20% threshold described above. NZX Main Board Listing Rule 7.3.5(c) allows further headroom to be created for this threshold if previous share issues within the last 12 months are formally ratified by the shareholders by way of an ordinary resolution. Accordingly, the Company is seeking that Resolution 1 is passed in order to allow the Board the flexibility to decide on any such further capital raising. In the event that Resolution 1 is not passed the Company is unlikely to have sufficient working capital to grow as planned and would undertake a review of its operating plans
By order of the board
Ordinary resolutions are required to be approved by a simple majority of the votes of those shareholders entitled to vote and voting on the question.
Dilution effect on current shareholders
Paragraphs (a) to (b) below set out the dilution effects the passing of Resolution 1 would have on the shareholdings of existing shareholders.
(a) Following the ratification of the ordinary shares pursuant to Resolution 1:
The total number of ordinary shares of the Company currently on issue is 82,053,920 following the private placement on 27 October 2015 of 5,480,059 ordinary shares, on 8 December 2015 of 1,720,589 ordinary shares, and on 23 December 2015 of 7,608,823 ordinary shares, (or 14,809,471 ordinary shares in total), which Resolution 1 refers to. The issue of those ordinary shares had the effect of diluting existing shareholders’ percentage holding in the Company by 18%. For example, if a shareholder held ordinary shares equal to 1% of all ordinary shares before the issue of the 14,809,471 ordinary shares, that shareholder’s shareholding equalled 0.82% of all ordinary shares after the issue. Given that the 14,809,471 ordinary shares have already been issued, the ratification of this issue pursuant to the passing of Resolution 1 would have no further dilution effect than has already occurred, but this would allow the Company more headroom to issuer further ordinary shares (see paragraph (b) below).
(b) Following the ratification of the ordinary shares pursuant to Resolution 1 and if the full 20% of ordinary shares available to be issued by the Company pursuant to NZX Listing Rule 7.3.5 are subsequently issued:
The total number of ordinary shares of the Company on issue will be 98,464,704 if the full 20% of ordinary shares available to be issued by the Company pursuant to NZX Main Board Listing Rule 7.3.5 are issued subsequent to the ratification under Resolution 1, being 16,410,784 ordinary shares. The issue of 16,410,784 ordinary shares (in addition to those 14,809,471 ratified in Resolution 1 which, as noted under paragraph (a) above, has no dilution effect in of itself) would have the effect of diluting current shareholders’ percentage holding in the Company by 17%. For example, if a shareholder held ordinary shares equal to 1% of all ordinary shares before the issue of the 16,410,784 ordinary shares, that shareholder’s shareholding would equal 0.83% of all ordinary shares after the issue.
The Company will disregard any votes cast on Resolution 1 by Timothy Cook and associated persons (as defined in the NZX Main Board Listing Rules) of the aforementioned person and the Company will disregard any votes cast on Resolution 1 by any other person who subscribed for securities under the placement of securities subject to ratification under Resolution 1 and associated persons (Disqualified Persons). However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the express directions (i.e. instructions to vote for or against the resolution) on the Proxy Form. Under NZX Main Board Listing Rule 9.3.3, where any Disqualified Person is proxy for a person who is entitled to vote, they will not be entitled to vote if the direction on the Proxy Form allows the proxy discretion as to how to vote (i.e. discretion to exercise that vote as the proxy sees fit).
All shareholders are entitled to attend and vote at the meeting or to appoint a proxy (who need not be a shareholder of the Company) to attend and vote on their behalf. If you wish, you may appoint “The Chairman of the Meeting” as your proxy or as an alternative to your named proxy.
If you wish to appoint a proxy you should complete the enclosed proxy form in accordance with the instructions on that form.
The notice appointing a proxy must be received by the Company at least 48 hours before the start of the meeting.
If you have any questions, or for more information, please contact Stephen Davies on +64 27 269 1525, or [email protected]
If you are filling out a proxy form, please send it to:
(a) If by post:
Computershare Investor Services Limited
Private Bag 92119
(b) If by fax:
+64 9 488 8787