Plantic Technologies Limited provides the following information to AIM investors in accordance with Rule 26 of the AIM Rules.
The information was last updated on 12 March 2008.
- A description of Plantic’s business is provided here.
- The names of Plantic’s directors and brief biographical details of each are provided here.
- A description of the responsibilities of the members of the board of directors and details of board committees are provided here.
- Plantic Technologies Limited is incorporated in Australia. Currently, its main country of operation is Australia, as the greater part of its staff and assets are located in Australia. This may change in the future as Plantic derives more revenue from European operations.
- As Plantic Technologies Limited is incorporated in Australia, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company. A summary of the rights of shareholders is provided here.
- Plantic’s current constitution is provided here (302kb PDF document)
- As at 12 March 2008, the Company has 79,764,753 ordinary shares on issue. None are held as treasury shares.
- The ordinary shares not held in public hands is 23.5 per cent.
- As at 12 March 2008, significant shareholders holding 3%+ of issued capital are:
|
Holder
|
% Ownership
|
|
Gordon Merchant No. 2 Pty Ltd
|
18.4 %
|
|
Credit Suisse Client Nominees (UK)
|
7.7 %
|
|
Vidacos Nominees Limited
|
4.3 %
|
|
HSBC Global Custody Nominee (UK)
|
4.3 %
|
|
Tinshed Investments Pty Ltd
|
3.7 %
|
|
KAS Nominees Limited
|
3.5 %
|
|
Credit Suisse Securities Limited
|
3.2 %
|
|
Nortrust Nominees Limited
|
3.1 %
|
|
- There are no general jurisdictional restrictions on the transfer of Plantic’s AIM securities.
- Plantic’s most recent annual report is available here. All Plantic AIM announcements are available here.
- Plantic’s most recent admission document is available at the link below. Please note that by clicking on this link you acknowledge that:
- The admission document provides general historical and background information about Plantic Technologies Limited, but it is not part of an offer to buy or subscribe for shares.
- The admission document is no longer current and the information contained within may no longer be accurate.
- You will not rely on the admission document when making a decision whether to buy or sell any securities. To the fullest extent allowed by law, Plantic Technologies Limited will not be liable for any loss you suffer if you rely on the information in the admission document.
- The distribution of the admission document in some jurisdictions may be restricted by law and you will observe any such restrictions and securities laws in the jurisdiction where you access the document.
- To access the document click here (3931kb PDF document).
- Plantic’s AIM nominated advisor is:
Nomura Code Securities Limited
1 Carey Lane
London EC2V 8AE
United Kingdom
Phone +44 207 776 1200
www.nomuracode.com
Contact details for Plantic’s brokers, share registry providers and other advisors are listed below.
Plantic Brokers, Share Registry Providers and Other Advisors
Broker
Nomura Code Securities Limited
1 Carey Lane
London EC2V 8AE
United Kingdom
Solicitors to the Company
Field FisherWaterhouse LLP
35 Vine Street
London EC3N 2AA
United Kingdom
Corrs Chambers Westgarth
600 Bourke Street
Melbourne
Victoria 3000
Australia
Reporting Accountants
Ernst & Young
8 Exhibition Street
Melbourne
Victoria 3000
Public Relations
Pelham
No.1 Cornhill
London EC3V 3ND
United Kingdom
Registrars
Computershare Investor Services Pty Limited
(Australia)
452 Johnston Street
Abbotsford
Victoria 3067
Australia
Depositary
Computershare Investor Services plc
PO Box 82
The Pavilions
Bridgwater Road
Bristol BS99 7NH
United Kingdom
Summary of the Rights of Shareholders
Constitution
The rights and liabilities attaching to all ordinary shares in Plantic Technologies Limited are set out in the Constitution and in certain circumstances are regulated by the Australian Corporations Act and the general law.
A copy of the Company’s Constitution is here (302kb PDF document)
Shareholders’ Rights
A summary of the principal rights attaching to all ordinary shares and the key provisions of the Constitution is below. This summary is provided for general information only and should not be relied on as legal advice. If you have a specific question or concern please contact Plantic’s Company Secretary or your legal advisor.
Voting
The Constitution provides that, at a general meeting:
- On a show of hands, each Shareholder present has one vote; and
- On a poll, each shareholder present has one vote for each fully paid share held and for each partly paid Ordinary Share, a fraction of a vote being equivalent to the proportion which the amount paid up is of the total issue price of that share at the time the poll is taken.
General meetings and notices
A notice of a general meeting is to specify the time and place of the meeting, the general nature of business to be transacted at the meeting and any other matters required by law. Such notice must be accompanied by a proxy form.
Two shareholders present constitute a quorum for a shareholders’ meeting. No business may be transacted at any meeting, except the adjournment of a meeting, unless a quorum is present at the commencement of a meeting.
Dividends
The Australian Corporations Act and the Constitution provide that dividends can only be paid out of the profits of a company
Subject to the rights of shares issued with any special or preferential rights, the profits of the Company which the Directors may from time to time determine to distribute are divisible amongst the Shareholders in proportion to the shares held by them respectively and will be paid in proportion to the amounts paid, or credited as paid, on the issue price of those shares.
Payment of any dividend may be made in any manner and by any means as determined by the Board. Payment may be made by the shareholder entitled to the dividend or, in the case of joint holders, to the Shareholder whose name stands first in the share register in respect of joint holding.
Power to issue different classes of shares
The Board may issue such number of Ordinary Shares as it determines. The Board may issue shares in the Company with different class rights on terms and conditions and for the consideration it thinks fit.
Variation of Rights
All or any of the special rights for the time being attached to any class of shares for the time being issued may be varied or abrogated with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of such holders (but not otherwise). At every general meeting the necessary quorum shall be not less than two persons holding shares of the relevant class.
Transfer of Ordinary Shares
Subject to the Constitution, a Shareholder may transfer all or any of his Ordinary Shares by:
- Any computerised or electronic system recognised by the AIM Rules; or
- An instrument in writing or in any other form that the Directors approve.
Pre-emption rights
When proposing to allot securities of any class, the Company must first offer them pro rata to existing Shareholders, except where such securities are to be wholly or partly paid otherwise than in cash, or in relation to securities issued pursuant to an employee share scheme. The Board may by an ordinary resolution of shareholders of the Company be given the power to allot securities without so offering the shares to existing Shareholders for the period of time that such ordinary resolution permits.
Winding-up rights
If the Company is wound up any property that remains after satisfaction of all debts and liabilities of the Company, the payment of the costs, charges and expenses of winding up and any adjustments of the rights of the contributors among Shareholders must be distributed among Shareholders equally.
Directors
The number of directors must not be less than three (not counting alternates), and at least two directors must reside ordinarily in Australia.
Each director will hold office until the director vacates the office or is removed under the Constitution. The Constitution provides that, at each annual general meeting (i) one-third of the directors (or if the number of directors is not a multiple of three, then the number nearest to but not exceeding one-third), (ii) any other director who has held office for three years or more and (iii) any director who has been appointed by the directors in the preceding year, must retire from office. A Managing Director (if appointed) is exempt from retirement by rotation. A retiring director is eligible for re-election.
Questions arising at a meeting of directors will be decided by a majority vote. The chairman of the meeting has no casting vote in the event that there is an equality of votes.
Amending the Constitution
In accordance with the Corporations Act, the Constitution may only be amended by a special resolution passed by at least 75 per cent. of the Shareholders present and voting at a general meeting of the Company.
Change of control
Subject to the Corporations Act, there are no provisions in the Constitution which would have the affect of delaying, deferring or preventing a change of control of the Company.
Alteration of Share Capital
The Company may from time to time by ordinary resolution:
- increase its capital as the resolution shall prescribe;
- consolidate and divide all or any of its shares into shares of greater nominal value; and
- subdivide all or any of its shares into shares of lessor nominal value (and by special resolution attach varying rights to the shares resulting from such subdivision).
The Board may resolve to forfeit a member’s shares if a member does not pay the amount of any call or instalment in respect of any security when it is due.
The Company may selectively or equally reduce its share capital, subject to the provisions of the Corporations Act.
Disclosure of interest and Restrictions on Shares
If the Board is satisfied that a Shareholder or any person appears to be interested in shares in the Company, the Company may serve a notice requiring such a person to disclose their interest in shares (a “disclosure notice”). If the Board is satisfied that such a person is in default in supplying to the Company the information thereby required within a prescribed period after the service of such notice, the Board may serve on such a member or any other such person a notice (a “direction notice”) in respect of the shares in relation to which the default occurred (“default shares”) directing that the Shareholder shall not be entitled to vote at any general meeting or class meeting of the Company. Where default shares represent at least three per cent. of the class of shares concerned, the direction notice may in addition direct that (except in the liquidation of the Company) no payment will be made of any sums due from the Company on the default shares, whether in respect of capital or dividend or otherwise, and the Company will not pay interest on any such payment when it is finally paid to the Shareholder, until the Board is satisfied that the information requested was provided to the Company by the Shareholder or any person appearing to be interested in the default shares. The prescribed period referred to above means 14 days from the date of the disclosure notice.
