REG - Synergia Energy Ltd - GM - Notice of Meeting

Synergia EnergyAnnouncement

15/01/2024 07:00

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RNS Number : 6015Z  Synergia Energy Ltd  15 January 2024

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RNS Announcement

 

15 January 2024

AIM: SYN

 

GM - Notice of Meeting

 

Synergia Energy Ltd (Synergia Energy or the Company) advises, further to its
announcement on 5 December 2023, that its General Meeting will be held on
Thursday, 15 February 2024 at 10am GMT / 6pm AWST (Meeting) at Vigo
Consulting, Sackville House, 40 Piccadilly, London W1J 0DR, United Kingdom.

Attached is a copy of the Notice of Meeting and Proxy Form.

For and on behalf of Synergia Energy Limited

 

 

Anshu Raghuvanshi

Company Secretary

For further information, please contact:

 

 

 Investor Enquires                    AIM Joint Broker                                         AIM Joint Broker               AIM Nominated Adviser          Media Enquires (UK)

 Synergia Energy Ltd                  Panmure Gordon (UK) Ltd                                  Novum Securities               Strand Hanson Limited          Vigo Consulting

 Briana Stayt                         Broker                                                   Broker                         Nominated Adviser              Investor Relations

 Investor Relations                   John Prior / Mark Murphy / Hugh Rich / Freddie Wooding   Colin Rowbury                  Ritchie Balmer / Rory Murphy   Patrick d'Ancona / Finlay Thomson

 Email:  bstayt@synergiaenergy.com    Tel: +44 (0)20 7886 2500                                 Email:                         Tel: +44 20 7409 3494          Email: patrick.dancona@vigoconsulting.com

 Tel: +61 8 9485 3200                 UK                                                       crowbury@novumsecurities.com   UK                             finlay.thomson@vigoconsulting.com

 Australia                                                                                     Tel: +44 20 7399 9427                                         Tel:+ 44 20 7390 0230 UK

                                                                                               UK

 

 

 

SYNERGIA ENERGY

ACN 078 652 632

Notice of General Meeting

Thursday, 15 February 2024 at 10.00am London (GMT) 6.00pm Perth (AWST)

at

Vigo Consulting

Sackville House 40 Piccadilly London W1J 0DR, United Kingdom

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. Should you wish to discuss
the matters in this Notice of Meeting please do not hesitate to contact the
Company Secretary on 08 9485 3200.Notice of General Meeting

 

NOTICE IS HEREBY GIVEN that a General Meeting of Shareholders of Synergia
Energy Ltd (ABN 50 078 652 632) (Company) will be held at Vigo Consulting,
Sackville House 40 Piccadilly London W1J 0DR on Thursday, 15 February 2024 at
10.00am (GMT) / 6.00pm (AWST) to conduct the business set out below.

Voting Eligibility

In accordance with regulation 7.11.37 of the Corporations Regulations 2001
(Cth), the Company has determined that the shareholding of each person for the
purposes of determining entitlements to attend and vote at the General Meeting
will be the entitlement of that person set out in the Company's register as at
4.00pm (AWST) on Tuesday, 13 February 2024. Accordingly, transactions
registered after this time will be disregarded in determining entitlements to
attend and vote at the General Meeting.

To vote in person, you must attend the Meeting at the time, date and place set
out above.

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.

CREST - Depositary Interests

Holders of Depositary Interests (DI Holders) are invited to attend the Meeting
but are not entitled to vote at the Meeting. For their votes to be counted, DI
Holders must either:

·     submit a CREST Voting Instruction to the Company's agent in
accordance with the instructions below; or

·     complete, sign and return a Form of Instruction to the Depositary,

by 2pm GMT on 12 February 2024. DI Holders who are CREST members and who wish
to issue an instruction through the CREST electronic voting appointment
service may do so by using the procedures described in the CREST Manual
(available from https://my.euroclear.com/euilegal.html). CREST personal
members or other CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST sponsor or
voting services provider(s), who will be able to take the appropriate action
on their behalf.

In order for instructions made using the CREST service to be valid, the
appropriate CREST message (a CREST Voting Instruction) must be properly
authenticated in accordance with the specifications of Euroclear UK &
International Limited (EUI) and must contain the information required for such
instructions, as described in the CREST Manual.

The message, regardless of whether it relates to the voting instruction or to
an amendment to the instruction given to the UK Depositary must, in order to
be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50)
no later than 2pm GMT on 12 February 2024. 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
issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to
CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service
providers should note that EUI 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 each CREST member concerned to take (or, if the
CREST member is a CREST personal member or sponsored member or has appointed a
voting service provider(s), to procure that the CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure that
a CREST Voting Instruction is transmitted by means of the CREST service by any
particular time. In this regard, CREST members 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.

The Company may treat as invalid a CREST Voting Instruction in the
circumstances set out in regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.

Entitlement to vote and the number of votes which may be cast thereat will be
determined by reference to the Depositary Interest Register at close of
business on 9 February 2024 Changes to entries on the Depositary Interest
Register after that time shall be disregarded.

 

Each vote on the business to be conducted at the Meeting will be conducted by
way of a poll. As such, each Shareholder is entitled to one vote on each
resolution for each fully paid ordinary share in the Company held by such
Shareholder.

Business of the Meeting

Agenda

Resolution 1 - Ratification of issue of Placement Shares to clients of Novum
Securities Limited

To consider and, if thought fit, to pass the following resolution as an
Ordinary Resolution:

"That Shareholders ratify the issue of 1,375,000,000 new fully paid ordinary
shares by the Company on the terms and conditions in the Explanatory
Memorandum."

A voting exclusion statement applies to this Resolution.

Resolution 2 - Approval of issue of Placement Warrants to clients of Novum
Securities Limited

To consider and, if thought fit, to pass the following resolution as an
Ordinary Resolution:

"That Shareholders approve the issue of 1,375,000,000 unquoted warrants by the
Company to subscribers of Placement Shares on the terms and conditions in the
Explanatory Memorandum."

A voting exclusion statement applies to this Resolution.

Resolution 3 - Approval of issue of Fee Warrants to Novum Securities Limited

To consider and, if thought fit, to pass the following resolution as an
Ordinary Resolution:

"That Shareholders approve the issue of 82,500,000 unquoted warrants by the
Company to Novum Securities Limited on the terms and conditions in the
Explanatory Memorandum."

A voting exclusion statement applies to this Resolution.

 

Voting Exclusion for Resolutions 1-3:

The Company will disregard any votes cast on the Resolution by person who
might obtain a benefit (except a benefit solely in the capacity of a
Shareholder) if the Resolution is passed, and any associate of those persons
(as applicable). The Company need not disregard a vote if:

·          a person as proxy or attorney for a person who is
entitled to vote on the Resolution, votes in accordance with directions given
to the proxy or attorney to vote on the resolution in that way; or

·          the Chair as proxy or attorney for a person who is
entitled to vote on the Resolution, votes in accordance with a direction given
to the Chair to vote on the Resolution as the Chair decides; or

·          a holder acting solely in a nominee, trustee, custodial
or other fiduciary capacity votes on behalf of a beneficiary provided the
following conditions are met:

o     the beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an associate of a person
excluded from voting, on the Resolution; and

o     the holder votes on the Resolution in accordance with directions
given by the beneficiary to the holder to vote in that way.

Any beneficiary, not easily identifiable by the Company as a person to be
excluded, should exclude themselves from voting on the relevant Resolution(s).

 

Other business

In accordance with Section 250S(1) of the Corporations Act, Shareholders are
invited to ask questions about or make comments on the management of the
Company and to raise any other business which may lawfully be brought before
the Meeting.

By order of the Board

Anshu Raghuvanshi

Company Secretary

15 January 2024

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of
Shareholders in connection with the business to be conducted at the General
Meeting to be held at Vigo Consulting, Sackville House 40 Piccadilly London
W1J 0DR on Thursday, 15 February 2024 at 10.00am (GMT) / 6.00pm (AWST).

This Explanatory Memorandum should be read in conjunction with the
accompanying Notice of Meeting.

Resolutions

Resolution 1 - Ratification of issue of Placement Shares to clients of Novum Securities Limited

On 5 December 2023, the Company announced it had arranged an equity capital
raising with clients of Novum Securities Limited (Novum) of £1.1 million
before expenses, through the issue of 1,375,000,000 new fully paid ordinary
shares (Placement Shares) at GBP0.08 pence per share (Placement).  The
Placement was completed on 19 December 2023.

Resolution 1 seeks Shareholder approval for the ratification of the issue of
1,375,000,000 Placement Shares to subscribers, who were clients of Novum
Securities Limited.

Resolution 2 - Approval of offer of Placement Warrants to Placement Share Subscribers

In addition, subscribers to the Placement were offered one free attaching
unquoted warrant for every one Placement Share subscribed for, resulting in
the issue of an aggregate of 1,375,000,000 unquoted warrants (Placement
Warrants).  The Placement Warrants are exercisable at GBP 0.14 pence per
share on or before 31 December 2026.

Resolution 2 seeks Shareholder approval for the issue of 1,375,000,000
unquoted Placement Warrants to subscribers of the Placement.

Resolution 3 - Approval of Fee Warrants to Novum Securities Limited

The Placement is being conducted by Novum Securities Limited (Novum) as lead
broker to the capital raising. In connection with the Placement, the Company
agreed to issue 82,500,000 unquoted warrants to Novum, exercisable at GBP 0.14
pence on or before 31 December 2026 (Fee Warrants).

Resolution 3 seeks Shareholder approval for the issue of 82,500,000 quoted Fee
Warrants to Novum.

General Information

1.1           General

The following information is provided to Shareholders in relation to the
Resolutions:

(a)           Persons to whom the entity will issue the securities
(if known) or basis upon which those persons will be identified or selected.

Clients of Novum Securities Limited that are subscribers of Placement Shares.

(b)           Maximum number and class of securities entity issued

1,375,000,000 fully paid ordinary shares

(c)           Placement details

The Company arranged an equity capital raising with clients of Novum Securities Limited for £1.1 million before expenses, through the issue of 1,375,000,000 new fully paid ordinary shares (Placement Shares) at GBP0.08 pence per share (Placement).

(d)           Terms of the securities

Placement Shares rank pari passu in all respects with existing shares.

(e)           Issue price of the securities

o    Placement Shares at GBP0.08 pence per share;

o    Placement Warrants are exercisable at GBP 0.14 pence per share on or
before 31 December 2026; and

o    Fee Warrants are also exercisable at GBP 0.14 pence on or before 31
December 2026.

(f)            Purpose of the issue and intended use of the funds
raised

Funds raised from the Placement are intended to be applied to the Company's
working capital base.

(g)           A voting exclusion statement is included in the
Notice.

 

Additional information

Resolutions 1-3 are ordinary resolutions. The Board unanimously recommends
that Shareholders vote in favour of all Resolutions. The Chair intends to
exercise all available proxies in favour of all Resolutions unless excluded.

Glossary

Words which are defined in the Explanatory Memorandum have the same meaning
when used in this Notice of Meeting unless the context requires otherwise. For
assistance in considering the Notice of Meeting and Explanatory Memorandum,
the following words are defined here:

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

Article means an article of the Constitution.

AWST means Australian Western Standard Time, being the time in Perth, Western
Australia.

Board means the board of Directors of the Company.

Chair means the person appointed to chair the Meeting of the Company convened
by the Notice.

Company means Synergia Energy Ltd (ACN 078 652 632).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

CREST means the computerised settlement system (as defined in the
Uncertificated Securities Regulations 2001) in the United Kingdom operated by
Euroclear UK & International Limited which facilitates the transfer of
title to shares in uncertificated form.

CREST Manual means the manual relating to CREST issued by Euroclear UK &
International Limited.

CREST Voting Instruction means a message which is sent using CREST.

Depositary Interest means an interest representing a Share, as issued by the
UK Depositary and which enables the holder to hold and settle transfers of
Shares in CREST.

DI Holders means holders of a Depositary Interests.

Director means a director of the Company from time to time.

EUI means Euroclear UK & International Limited.

Explanatory Memorandum means the explanatory memorandum accompanying this
Notice of Meeting.

Form of Instruction is for holders of CREST Depository Interests.

GMT means Greenwich Mean Time.

AIM Rules mean the listing rules of the AIM Market, located in London, United
Kingdom.

Notice of Meeting or Notice means this notice of general meeting.

Ordinary Resolution means a resolution passed by more than 50% of the votes
cast by members entitled to vote on the resolution.

Proxy Form means the proxy form accompanying the Notice of Meeting.

Resolution means a resolution set out in the Notice of Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

UK Depositary means Computershare Investor Services Plc.

Voting by Proxy

A Proxy Form is enclosed with this Notice of Meeting.

Each member who is entitled to attend and cast a vote at the General Meeting
may appoint a proxy. A proxy need not be a member.

A member who is entitled to cast 2 or more votes at the General Meeting may
appoint either 1 or 2 proxies. If you wish to appoint 2 proxies you must use a
separate proxy form for each proxy and indicate the percentage of your voting
rights or the number of shares that each proxy is appointed in respect of, on
the proxy forms. If you wish to appoint more than 1 proxy you should photocopy
the enclosed proxy form or request an additional proxy form to be sent to you.
Where a member appoints 2 proxies and does not specify the proportion or
number of the member's votes, each proxy may exercise half of the member's
rights.

An instrument appointing a proxy may not be treated as valid unless the
instrument, and the power of attorney or other authority (if any) under which
the instrument is signed or proof of the power or authority to the
satisfaction of the Directors, is or are:

·   Online              At www.investorvote.com.au (Control Number:
183557)

·    By mail           Share Registry - Computershare Investor
Services Pty Limited, GPO Box 242, Melbourne  VIC  3001

·    By fax              1800 783 447 (within Australia)
        +61 3 9473 2555 (outside Australia)

·    By mobile        Scan the QR Code on your proxy form and follow
the prompts

·   Custodian Voting       For Intermediary Online subscribers only
(custodians) please visit www.intermediaryonline.com
(https://www.intermediaryonline.com) to submit your voting intentions

All proxy form must be lodged no later than by Tuesday, 13 February 2024 at
10:00am GMT/6:00pm AWST (or, in the case of any adjournment of the General
Meeting, by no later than 48 hours before the time of the adjourned meeting),
at which the person named in the instrument proposes to vote.

All forms of instruction must be lodged no later than 2pm GMT on 12 February
2024.

An instrument appointing a proxy must be in writing under the hand of the
appointer or of the appointer's attorney duly authorised in writing or, if the
appointer is a body corporate, either under its common seal if it has a common
seal, or under the hand of an officer or duly authorised attorney or duly
authorised representative.

A body corporate which is a Shareholder, or which has been appointed as a
proxy, may appoint an individual to act as its representative at the General
Meeting. The appointment must comply with section 250D of the Corporations
Act. The representative should bring evidence of their appointment to the
General Meeting, including authority under which their appointment is signed,
unless previously given to the Company.

Shareholders and their proxies should be aware 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.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a
proxy may specify the way the proxy is to vote on a particular resolution and,
if it does:

·     the proxy need not vote on a show of hands, but if the proxy does
so, the proxy must vote that way (i.e. as directed); and

·     if the proxy has 2 or more appointments that specify different ways
to vote on the resolution, the proxy must not vote on a show of hands; and

·     if the proxy is the Chair of the meeting at which the resolution is
voted on, the proxy must vote on a poll, and must vote that way (i.e. as
directed); and

·     if the proxy is not the chair, the proxy need not vote on the poll,
but if the proxy does so, the proxy must vote that way (i.e. as directed).

If a proxy is also a Shareholder, section 250BB(1) does not affect the way
that the person can cast any votes that hold as a Shareholder.

Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

·     an appointment of a proxy specifies the way the proxy is to vote on
a particular resolution at a meeting of the Company's members; and

·     the appointed proxy is not the chair of the meeting; and

·     at the meeting, a poll is duly demanded on the resolution; and

·     either of the following applies:

o     the proxy is not recorded as attending the meeting; or

o     the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to
have been appointed as the proxy for the purposes of voting on the resolution
at the meeting.

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all
Resolutions unless the Shareholder has expressly indicated a different voting
intention on the Proxy Form.

If the Chair is appointed as your proxy and you have not specified the way the
Chair is to vote on Resolution 1 by signing and returning the Proxy Form, you
are considered to have provided the Chair with an express authorisation for
the Chair to vote the proxy in accordance with the Chair's intention, even
though the Resolution is connected directly or indirectly with the
remuneration of a member of the Key Management Personnel of the Company.

 

 

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