REG - Star Phoenix Group - NOTICE OF GENERAL MEETING

Star PhoenixAnnouncement

09/11/2022 09:45

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RNS Number : 8297F  Star Phoenix Group Ltd  09 November 2022

9 November 2022

 

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
circular has been sent to shareholders together with a notice of General
Meeting ("GM") which is to be held at Level 1, 181 Bay Street, Brighton,
Melbourne, Victoria Australia 3186 at 16:00 (AEDT) on Monday, 19 December
2022. 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 Adviser and Broker)

 Star Phoenix Group Ltd                                               James Joyce / Enzo Aliaj

 Robin Luo (Company Secretary)                                        t.   +44 (0)20 7220 1666

 e. admin@starphoenixgroup.com (mailto:admin@starphoenixgroup.com)

 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 General Meeting

Notice is given that the General Meeting will be held at:

Time:                           16:00 Australian
Eastern Daylight Time (AEDT)

Date:                           Monday, 19 December
2022

Place:                          Level 1, 181 Bay
Street, Brighton

Melbourne, Victoria, Australia 3186

 

 

It is recommended that persons proposing to attend the General Meeting in
person to register their attendance in advance by sending an email to the
Company Secretary at R.Luo@starphoenixgroup.com
(mailto: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 17
December 2022.

 

Business of the Meeting

Agenda

1       RESOLUTION - TO APPROVE CHANGE OF AUDITOR

To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:

"That, for the purposes of satisfying the Corporations Act 2001 (Corporations
Act) requirement when removing an auditor (BDO) of a company, and for all
other purposes, to appoint a new auditor (MITCHELLWILSON)."

Dated: 8 November 2022

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
(http://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 14 December
2022 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 14
December 2022 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 - TO APPROVE CHANGE OF AUDITOR

1.1     General

The Corporations Act 2001 (Corporations Act) requires that a resolution of
approval is required at a shareholder general meeting when removing an
existing auditor and appointing a new auditor of a company. The directors or
members of a company can initiate a process to remove an auditor, which allows
members to vote on the change of auditor. Unlike the resignation of an
auditor, ASIC's consent is not required.

Existing auditor BDO had declined to conduct this year's audit work due to the
reasons of office relocating and lack of resources. BDO's resignation was
rejected by ASIC resulting in the need to appoint a new auditor for the
company to complete its annual report. Essentially seven steps to be followed
when removing an auditor of a company under the Corporations Act 2001
(Corporations Act):

Step 1: Service of notice of intention and resolution to convene a general
meeting

Step 2: Advice to the auditor and ASIC

Step 3: Representations by the auditor to the company

Step 4: Notice of the meeting and notice of nomination of a new auditor

Step 5: Advice to ASIC if the resolution is carried

Step 6: Appointment of a new auditor and notification to ASIC

Step 7: Adjournment of the meeting to appoint a new auditor.

1.2     Qualifications and other materials of the proposed new auditor

Mitchell Wilson 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/

1.3     Board recommendation

The Board believes that there will be a 50% reduction of annual audit fee
therefore   SUPPORTS the appointment of MITCHELLWILSON as the new auditor
of the company and recommends that Shareholders vote in FAVOUR of Resolution
1.

 

 

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.

General Meeting or Meeting means the general meeting of the Company
convened by this Notice.

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.

Financial Report means the annual financial report prepared under Chapter 2M
of the Corporations Act for the Company and its controlled entities.

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.

 

 

 

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