88 Energy Limited Addendum to Notice of Meeting (2056C)

TIDM88E

RNS Number : 2056C

88 Energy Limited

28 September 2018

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: [phone] 
                                Email: [e-mail] 
 
 Finlay Thomson, Investor       Tel: [phone] 
  Relations 
 
 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

ADDUM TO NOTICE OF GENERAL MEETING

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

   Item 1   Resolution 2 - ISSUE OF PERFORMANCE RIGHTS TO MANAGING DIRECTOR UNDER PLAN 

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.

supplementary EXPLANATORY STATEMENT

AMEMENTS TO RESOLUTION 2

The Explanatory Memorandum is supplemented and amended as follows:

   1.           SECTION 4.1 IS AMED 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.

   2.           SECTION 4.4 IS AMED AS FOLLOWS 

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).

   3.           SECTION 4.5 (b) IS AMED AS FOLLOWS 

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.

   4.           Amendment to Schedule 

Schedule 1 is amended as shown in the below table.

SChedule 1 - Vesting Conditions

 
 Item                      Terms 
 
 Number of Performance     The number of Performance Rights to be issued 
  Rights                    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: 
                                                  (Hurdle Price - Performance 
                             % absolute            Rights Allocation Price) 

                              share price          / Performance Rights 
                              growth         =     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    Performance Rights 
                                    growth                 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. 
----------------------    --------------------------------------------------------------- 
 

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September 28, 2018 02:03 ET (06:03 GMT)