TIDMSKYW
RNS Number : 0824Q
Skywest Airlines Limited
01 November 2012
SKYWEST AIRLINES LTD
(A company incorporated in the Republic of Singapore)
(UEN. 199708548K)
(A.R.B.N. 140631572)
NOTICE OF 14(TH) ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 14(th) Annual General Meeting of
Skywest Airlines Ltd (the "Company") will be held on Monday 3
December 2012 at 2.00 pm (Singapore Time) at the Company's
registered office situated at 510 Thomson Road #12-04 SLF Building,
Singapore 298135.
AGENDA
AS ORDINARY BUSINESS
To consider and, if thought fit, to transact the following
business and pass the following resolutions:
1. Resolution 1 - Audited Financial Report For the Year Ended
30 June 2012
"To receive and adopt the audited financial report of the
Company for the financial year ended 30 June 2012, together
with the reports of the directors and the auditors thereon."
2. Resolution 2 - Re-Election of a Director
"That Mr John Leonard Jost, who retires in accordance with
Article 79(k) of the Company's Articles of Association
and, being eligible, offers himself for re-election in
accordance with Article 79(m), be re-elected as a director."
3. Resolution 3 - Authority to Continue as Director
"That Mr Ronald Lewis Aitkenhead, being over the age of
70 years, be authorised to continue in office as director
of the Company pursuant to section 153(6)(b) of the Companies
Act of Singapore (Cap. 50), until the Company's next Annual
General Meeting."
4. Resolution 4 - Re-Appointment of Auditor
"That Ernst & Young LLP, be re-appointed as auditors of
the Company until the conclusion of the Company's next
Annual General Meeting and the directors be authorised
to fix their remuneration."
5. Resolution 5 - Declaration of Final Dividend
"That the directors' recommendation for the declaration
of a final dividend of SGD0.0129 per issued share in the
capital of the Company to be paid out of the profits of
the Company for the financial year ended 30 June 2012,
be approved and accordingly declared in accordance with
a timetable to be subsequently determined by the Board
of Directors, which timetable shall take effect as soon
as reasonably practicable in accordance with the Australian
Securities Exchange ("ASX") Listing Rules and the AIM Rules
for Companies."
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following
resolutions as Ordinary Resolutions, with or without
modifications:
6. Resolution 6 - Proposed Share Buy-Back Mandate - Market
Purchases
"That from the cash(1) available to the Company, out of
the profit generated by group operations:
(a) for the purpose of Section 76E of the Companies Act,
Chapter 50 of Singapore (the "Companies Act"), the
exercise by the Directors of the Company of all the
powers of the Company to purchase or otherwise acquire
ordinary shares or any related interests ("Shares")
in the issued share capital of the Company not exceeding
in aggregate 10% of the total number of Shares currently
in issue as at the date of passing of this Resolution
at such price or prices as may be determined by the
Directors from time to time up to but not exceeding
GBPGBP0.35 per Share (excluding brokerage, commission,
applicable goods and services tax, stamp duty and
other related expenses) by way of market purchase(s)
on AIM or ASX transacted through one or more duly
licensed stockbrokers appointed by the Company for
the purpose and otherwise in accordance with all other
laws, regulations and rules of AIM or ASX as may for
the time being be applicable, be and is hereby authorised
and approved generally and unconditionally (the "Share
Buy-Back Mandate");
(b) unless varied or revoked by an ordinary resolution
of the shareholders of the Company in general meeting,
the authority conferred on the Directors of the Company
pursuant to the Share Buy-Back Mandate may be exercised
by the directors of the Company at any time and from
time to time during the period commencing from the
date of passing of this Resolution and expiring on
the earlier of:
(i) the date on which the next annual general meeting
of the Company is held or required by law to be
held; or
(ii) the date on which the authority contained in the
Share Buy-Back Mandate is varied or revoked by
an ordinary resolution of shareholders of the Company
in general meeting; and
(c) the directors of the Company be and are hereby authorised
to complete and do all such acts and things (including
executing such documents as may be required) as they
may consider expedient or necessary to give effect
to the transactions contemplated or authorised by
this Resolution."
7. Resolution 7 - Authority to allot and issue shares up to
15% of the issued capital
"That pursuant to the provisions of Section 161 of the
Companies Act (Cap. 50) but subject otherwise to the provisions
of that Act, the Directors be empowered to allot and issue
new shares in the Company at any time and upon such terms
and conditions and for such purpose as the Directors may,
in their absolute discretion, deem fit provided that:
i) the aggregate number of shares to be allotted and issued
pursuant to this Resolution shall not exceed 15% of then
issued share capital of the Company as at the date of this
notice; and
ii) such authority shall, unless revoked or varied by an
ordinary resolution of the shareholders of the Company
in general meeting, continue from the date of passing of
this Resolution and expiring on the earlier of:
a) from the date on which the next annual general meeting
of the Company is held or required by law to be held; or
b) 15 months from the date of passing of this resolution;
and
iii) the directors of the Company be and are hereby authorised
to complete and do all such acts and things (including
executing such documents as may be required) as they may
consider expedient or necessary to give effect to the transactions
contemplated or authorised by this Resolution."
8. Any Other Business
To transact any other business that may be properly conducted
at the Annual General Meeting.
1. The Company has available funds in its bank to facilitate the
proposed share buyback mandate and it is the opinion of the
directors that no adverse impact on the Company's financial
position will be caused by the prosecution of the buy-back mandate
and does not currently propose any bank finance.
Dated this 1(st) day of November 2012.
BY ORDER OF THE BOARD
Mrs Siobhán Cool
Company Secretary
EXPLANATORY NOTES
NOTES TO RESOLUTION 2 - RE-ELECTION OF DIRECTOR
Mr Jost is a highly successful entrepreneurial investor. He has
pursued a broadcasting career and broad business in a variety of
industries over the last four decades. Mr Jost was a director and
founding investor in the Company; chairman of the Board's Audit
Committee and a member of the Remuneration Committee. The Board
unanimously supports his continued involvement and recommends this
Resolution to shareholders.
NOTES TO RESOLUTION 3 - AUTHORITY FOR DIRECTOR TO CONTINUE
Mr Ronald Lewis Aitkenhead (DOB: 29 February 1940) has served
well on the Company's Board of Directors since 23 April 2007 and is
a valuable member of the Remuneration Committee and Audit
Committee. His past corporate experience is vast and varied and his
contributions remain relevant and important to the Company and the
Board unanimously supports his continued involvement and recommends
this Resolution to shareholders.
NOTES TO RESOLUTION 5 - DECARATION OF FINAL DIVIDEND
Through its external share registry Computershare, and by prior
arrangement, shareholders and Depository Interest holders may be
eligible to receive dividends direct to their nominated bank
account in the local currency of their country, subject to certain
terms and conditions. Shareholders already registered with
Computershare wishing to use this service will be able to enrol and
request a foreign payment online by visiting the Computershare
Investor Centre at: www.uk.computershare.com/Investor (for UK
domiciled shares). Alternatively, shareholders can contact
Computershare to request a paper registration form be sent to them
and may write to Computershare Investor Services Ltd PLC at PO Box
82, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United
Kingdom or email John.Britton@computershare.co.uk
The Company is aware that there is a significant amount of
unclaimed dividend funds that shareholders have not claimed. If you
have any queries in that regard, please contact Computershare by
methods set out above.
NOTES TO RESOLUTION 6: PROPOSED SHARE BUY-BACK MANDATE
THROUGH MARKET PURCHASERS
The purpose of this resolution is to renew the Company's
authority to buy back its own shares in the markets. The authority
conferred by this item will only be exercised after considering the
effects on earnings per share and the benefits for shareholders
generally. The Singapore Companies Act (Cap. 50) enables companies
incorporated in Singapore to hold any of their own shares they have
purchased as treasury shares with a view to possible resale at a
future date, rather than cancelling them.
NOTES TO RESOLUTION 7: AUTHORITY TO ALLOT NEW SHARES
UP TO 15% OF ISSUED CAPITAL
The Company seeks this authority for future compliance with the
Singapore corporate legislation and wishes to retain the option of
a capital raising opportunity in the coming year and in the event
any funds are raised, the Company may use the funds to undertake a
fleet expansion programme through aircraft asset acquisitions as
well as infrastructure upgrades and improvements for use by the
airline subsidiary Skywest Airlines (Australia) Pty Ltd or provide
working capital to any of the subsidiaries. Any such acquisitions
would be achieved through direct equity, supplemented by debt
finance where necessary.
The Board is still considering whether any capital raising would
be conducted through a public scheme such as a rights issue or by
private placement in which case, allottees will be identified or
selected as a result of expressions of interest arising from
investor roadshow presentations.
The maximum number of shares that may be issued under this
authority would be 15% of the current issued share capital as at
the date of the resolution and each new share will rank pari passu
with the existing ordinary shares in issue. The new shares shall be
issued within 12 months following the date of shareholders'
approval (if granted) at a minimum price of 90% of the then
prevailing market price.
Whilst the Company seeks a general authority to allot shares for
capital raising purposes as well as a buyback mandate (Resolution
6), the Company believes that the two apparently disparate mandates
are wholly apposite to the Company's general strategy of capital
management and its objective of promoting business growth and
shareholder value since both mandates will maintain flexibility in
a challenging and competitive equity environment.
Shareholder approval is being sought for resolution 7 in
accordance with section 161 of the Singapore Companies Act (Cap.
50) however, it should be noted that no approval is being sought
under the ASX Listing Rules and therefore the issue and allotment
of any new shares shall be further subject to the ASX Listing Rules
and any further approvals or authorities that may be required
thereunder.
ATTENTION: CERTIFICATED SHAREHOLDERS
i) Each member entitled to attend and vote at the Meeting
is entitled to appoint a proxy to attend and vote in his
or her stead. A proxy need not be a member of the Company.
ii) A corporation which is a shareholder of the Company may
authorise in writing a person to attend and vote in its
stead.
iii) Members who hold Share Certificates, whether issued by
the Company or through its UK register, Computershare Investor
Services PLC and wish to avail of their right to appoint
a proxy, should complete the instrument of proxy marked
as Annexure A hereto. The instrument of proxy must be signed
by the appointer or his attorney. In the case of a member
who is a corporation, the instrument appointing its authorised
person shall be either under the Common Seal or signed
by its attorney or an officer on behalf of the corporation.
iv) The instrument of proxy/letter of authority must be deposited
at the registered office of the Company at 510 Thomson
Road #12-04, SLF Building, Singapore 298135, no later than
6.00 pm (Singapore time) Thursday 29 November 2012, either
by mail or facsimile transmission (+65 6252 5158).
ATTENTION: DEPOSITORY INTEREST HOLDERS
i) UK CREST Depository Interest Holders in the Company wishing
to be involved in the business of the General Meeting,
should complete the form of instruction marked as Annexure
B and ensure that the form of instruction must be signed
by the Depository Interest Holder or his attorney.
ii)
Australian CHESS Depository Interest Holders in the Company
should complete the form of instruction marked as Annexure
C and ensure that the form of instruction must be signed
by the Depository Interest Holder or his attorney.
iii) In the case of UK CREST DI holders, the form of instruction
must be lodged at the office of the UK custodian, Computershare
Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS99 6ZY United Kingdom by Wednesday 28 November
2012 by 9.00am (GMT).
iii) In the case of Australian CHESS DI holders, the form of
instruction must be lodged at the office of the Company's
Local Agent, Skywest Airlines (Australia) Pty Ltd, Level
1 Domestic Terminal, Perth Airport, Redcliffe, WA 6105
Australia (marked attention to Ms Veronica Tay) by Thursday
29 November 2012 at 5.00pm (AWST).
The notices are being sent to shareholders together with the
forms of proxy and a copy of the notice will also be available on
the Company website.
Enquiries:
Skywest Airlines Ltd
Jeff Chatfield, Executive Chairman +65 97354151
Moelis & Company
Andrew Pridham, Chief Executive Officer +61 2 8288 5555
Nominated Adviser
James Joyce, W H Ireland Limited 0207 220 1666
Company Stockbroker
W H Ireland Limited 0207 220 1670
Financial Public Relations
Bishopsgate Communications 0207 562 3350
Nick Rome
skywest@bishopsgatecommunications.com
Media Enquiries in Australia
Brian O'Dwyer +61 420 716 915
This information is provided by RNS
The company news service from the London Stock Exchange
END
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