Addendum to Notice of Meeting

88 Energy Limited

 

Addendum to Notice of General Meeting

 

88 Energy Limited (ASX: 88E) ("88 Energy" or the "Company") announces that it has posted an addendum to the Notice of Meeting (the "Addendum") convened for 10:00 a.m. (WST) on 15^th October 2018 at the Celtic Club, 48 Ord Street, West Perth WA 6005 (the "GM").

 

The Addendum is set out in full below.

 

The Addendum is supplemental to the original Notice of Meeting and should be read in conjunction with the original Notice of Meeting. Definitions in the Notice of Meeting have the same meaning in this Addendum.

 

Media and Investor Relations:

 

88 Energy Ltd
Dave Wall, Managing Director	Tel: +61 8 9485 0990
	Email: [email protected]
Finlay Thomson, Investor Relations	Tel: +44 7976 248471
Hartleys Ltd
Dale Bryan	Tel: + 61 8 9268 2829
Cenkos Securities
Neil McDonald/Derrick Lee	Tel: + 44 131 220 6939

 

88 Energy Limited (ACN 072 964 179) (Company), hereby gives notice to shareholders of the Company that, in relation to the Notice of General Meeting dated 10 September 2018 (Notice of Meeting), and lodged with ASX on 13 September 2018, in respect of a general meeting of members to be held at 10:00am (WST) on 15 October 2018, the Directors have determined to issue this addendum to the Notice of Meeting (Addendum to Notice of Meeting) for the purposes set out below.

Definitions in the Notice of Meeting have the same meaning in this Addendum to Notice of Meeting.

This Addendum is supplemental to the original Notice of Meeting and should be read in conjunction with the original Notice of Meeting.

General

Pursuant to Resolution 2 of the Notice of Meeting, the Company proposed to seek Shareholder approval (subject to the passing of Resolution 1), for the issue of up to a total of 32,000,000 Performance Rights under the Performance Rights Plan (PRP) to Managing Director, Mr David Wall (or his nominee), who is a related party of the Company by virtue of being a Director of the Company.

The Performance Rights proposed to be issued to Mr David Wall were subject to the vesting conditions set out Schedule 1 of the original Notice of Meeting.

Since lodgement of the Notice of Meeting, the Board has resolved to amend the vesting conditions for the Performance Rights that form a part of the Share Price Tranche (60%) (as set out in Item 1, Schedule 1 of the original Notice of Meeting) by resetting the Performance Rights Allocation Price to $0.03. The number of Performance Rights now proposed to be issued to Mr David Wall will change from a total of up to 32,000,000 to a total of up to 21,900,000 Performance Rights.

The Board's basis for the amendment is to ensure that the vesting of the Performance Rights is based on true delivered outcomes.

(a)           Replacement Resolutions - Resolution 2

By this Addendum Resolution 2 is replaced as detailed below.

(b)          Explanatory Statement

By this Addendum:

(i)            Section 4.1 is amended as detailed below;

(ii)           Section 4.4 is amended as detailed below;

(iii)          Section 4.5 (b) is amended as detailed below; and

(iv)          Resolution 2 is replaced as detailed below.

(c)           Schedules - Supplementary Information

By this Addendum, Item 1, Schedule 1 is amended as detailed below.

(d)          Replacement Proxy Form

Annexed to this Addendum is a replacement Proxy Form.

For the purposes of the Meeting, if Shareholders wish to have their votes counted by proxy in respect of the Resolution (as amended), Shareholders MUST use the replacement Proxy Form.

Proxy Forms annexed to the original Notice of Meeting, whether duly completed or not, WILL NOT be accepted by the Company or counted in relation to the Resolution.

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

SUPPLEMENTARY NOTICE OF MEETING - REPLACEMENT RESOLUTION

Resolution 2 is deleted and the following Resolution is added to the Agenda

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

"That, subject to and conditional on the passing of Resolution 1, for the purpose of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant up to 21,900,000 Performance Rights under the Company's PRP to David Wall (or his nominee) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement:  The Company will disregard any votes cast in favour of this Resolution by or on behalf of any Director who is eligible to participate in the performance rights plan in respect of which approval is sought, or any associates of those Directors (Resolution 2 Excluded Party).  However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 2 Excluded Party, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a)           the proxy is either:

(i)            a member of the Key Management Personnel; or

(ii)           a Closely Related Party of such a member; and

(b)          the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 2 Excluded Party, the above prohibition does not apply if:

(a)           the proxy is the Chair; and

(b)          the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

 

The Explanatory Memorandum is supplemented and amended as follows:

1.1         Background to Resolution 2

The Company, subject to the passing of Resolution 1, seeks Shareholder approval for the issue of up to a total of 21,900,000 Performance Rights under the PRP to Managing Director Mr David Wall (or his nominee) who is a related party of the Company by virtue of being a Director of the Company (Related Party).

The full terms of the PRP are set out in Schedule 2 of the original Notice of Meeting. The purpose of the issue of Performance Rights to Mr Wall (or his nominee) is to further motivate and reward his performance as Managing Director in achieving specified performance milestones within a specified performance period.

Summary of the material terms of the Performance Rights

It is proposed that a total of up to 21,900,000 Performance Rights be issued to Mr Wall for nil cash consideration.

Each Performance Right will vest as one Share subject to the satisfaction of certain performance criteria (Performance Milestones). In the event that the Performance Milestones are not met, the Performance Rights will not vest and as a result, no new Shares will be issued. There is nil consideration payable upon the vesting of a Performance Right.

The Performance Rights will be issued in five tranches with each tranche subject to its own vesting conditions. Each tranche will be tested and assessed independently of each other. Full details of the vesting conditions are contained in Schedule 1 of the original Notice of Meeting. (Note: The vesting conditions for the Performance Rights that form a part of the Share Price Tranche (60%) as set out in Item 1, Schedule 1 of the original Notice of Meeting are amended as detailed below). 

Information required by ASX Listing Rule 10.15A

The following information is provided to satisfy the requirements of the Corporations Act and the ASX Listing Rules:

(b) the maximum number of Performance Rights to be granted to Mr David Wall is 21,900,000 Performance Rights.

Notes: Each Performance Rights will vest and convert into one (1) fully paid ordinary share in the Company in accordance with the vesting conditions set out in Schedule 1 of the original Notice of Meeting. The vesting conditions for the Performance Rights that form a part of the Share Price Tranche (60%) as set out in Item 1, Schedule 1 of the original Notice of Meeting are amended as detailed below.

Schedule 1 is amended as shown in the below table.

Item		Terms
Number of Performance Rights		The number of Performance Rights to be issued will be 21,900,000.
Vesting Conditions		The Performance Rights will be issued in five (5) tranches with each tranche subject to its own Vesting Conditions. Each tranche will be tested and assessed independently of the other. The Vesting Conditions are as follows:
1.		Share Price Tranche [60%] of the total Performance Rights will be tested against Company absolute share price growth, which is calculated as follows:   % absolute share price growth = (Hurdle Price - Performance Rights Allocation Price) / Performance Rights Allocation Price x 100 Where: Hurdle Price = The volume weighted average price (VWAP) of a Company Share on the Australian Securities Exchange (ASX) for any 60 trading days post the date of the Performance Rights issue Performance Rights Allocation Price = $0.03 The Share Price Tranche will be tested on each 12-month anniversary of the Performance Rights issue applying the calculation noted above, with one third (or 20% of the Performance Rights) available for testing on the first anniversary, a further one third (or 20% of Performance Rights) available for testing on the second anniversary, and a final one third (or 20% of Performance Rights) available for testing on the third anniversary. The Share Price Tranche of Performance Rights will Vest on the test date (Vest Date) as follows: Absolute share price growth Performance Rights Vesting <50% Nil 50% 25% >50% and <100% Between 25% and 50%, on a straight line basis 100% 50% >100% and <150% Between 50% and 75%, on a straight line basis 150% 75% >150% and <200% Between 75% and 100%, on a straight line basis 200% 100%     The Board at their discretion may elect to determine a proportionate amount of Performance Rights vest based on a straight-line basis consistent with the above table, should on testing date absolute share price growth be >40% and <50.