Notice of General Meeting
18 Mai 2009 - 9:36AM
UK Regulatory
TIDMZRL
RNS Number : 3965S
Zambezi Resources Ltd
18 May 2009
18 May 2009
Zambezi Resources Limited (AIM: ZRL)
Notice of General Meeting
NOTICE IS HEREBY GIVEN that a General Meeting of the Shareholders of Zambezi
Resources Limited ("Company") will be held at Canon's Court, 22 Victoria Street,
Hamilton HM12, Bermuda on 22 June 2009 at 9.00am Atlantic Daylight Time (ADT),
for the purpose of transacting the following business referred to in this Notice
of General Meeting.
An Explanatory Memorandum containing information in relation to the following
Resolutions accompanies this Notice of Meeting.
AGENDA
BUSINESS
Resolution 1 - Approval of Share Issue to Creditors
To consider, and if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purpose of Listing Rule 7.1 and for all other purposes, approval
is given for the directors of the Company to allot and issue up to 161,685,161
Shares at a deemed issue price of AUD$0.02 each to a number of the Company's
creditors on the terms and conditions set out in the Explanatory Memorandum."
Resolution 2 - Approval of Placement of Shares
To consider, and if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purpose of Listing Rule 7.1 and for all other purposes, approval
is given for the directors of the Company to allot and issue up to 50,000,000
Shares at an issue price which is at least 80% of the average market price of
Shares over the last five days on which sales in Shares were recorded before the
day on which the issue is made or, if there is a prospectus relating to the
issue, over the last five days on which sales in the Shares were recorded before
the date of the prospectus, on the terms and conditions set out in the
Explanatory Memorandum."
BY ORDER OF THE BOARD
Lloyd Flint
Chief Financial Officer
18 May 2009
Proxies
Registered Shareholders for the Company only can vote at the meeting personally
or by proxy, attorney or representative. A Shareholder entitled to attend and
vote at the above meeting may appoint not more than two proxies to attend and
vote at this meeting. Where more than one proxy is appointed, each proxy must be
appointed to represent a specified proportion of the Shareholder's voting
rights. A proxy may, but need not be, a Shareholder of the Company. The
instrument of proxy (and the power of attorney or other authority, if any, under
which it is signed) must be lodged by person, post, courier or facsimile and
reach the respective offices of Computershare Services, for Australian holders
not later than 8.00pm Western Australian Standard Time on 18 June 2009 and UK
holders not later than 1.00pm London Time on 18 June 2009. For the convenience
of Shareholders a Proxy Form is enclosed with notices sent to Shareholders.
A Shareholder that is a corporation may elect to appoint a representative in
accordance with the Articles of Association in which case the Company will
require written proof of the representative's appointment which must be lodged
with, or presented to the Company not later than 1.00pm London Time on 18 June
2009.
CHESS Depositary Interests
Holders of CHESS Depositary Interests ("CDI") 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, CDI holders must complete, sign and return the CDI Form
of Instruction enclosed with the Notice sent to them to Computershare Investor
Services Pty Limited, Level 2, 45 St Georges Terrace, Perth, WA 6000, Australia
or GPO Box D182, Perth WA 6840, Australia so that CDI holders can direct CHESS
Depositary Nominees Pty Ltd to vote the underlying shares on their behalf. The
CDI Form of Instruction needs to be received at the address shown on the form by
not later than 8.00pm Western Standard Time on 18 June 2009.
CREST Depositary Interests
Holders of CREST Depositary Interests ("DI") 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 Form of
Instruction enclosed with the Notice to Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS13 8AE so that DI holders can direct
Computershare Company Nominees Limited to vote the underlying shares on their
behalf. The Form of Instruction needs to be received at the address shown on the
form by not later than 1.00pm London Time on 18 June 2009.
The notice is available from the Zambezi website at www.zambeziresources.com/
For more information contact:
+------------------------------+----------------------------+
| Julian Ford, Managing | Simon Edwards / Adam Lloyd |
| Director | Evolution Securities Ltd |
| Zambezi Resources | + 44 20 7071 4300 |
| (Australia) | |
| +61 (08) 9216 9000 | |
| +61 (0) 418 949 580 | |
| | |
+------------------------------+----------------------------+
| Fiona Owen | |
| Grant Thornton UK LLP | |
| +44 20 7383 5100 | |
+------------------------------+----------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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