Notice of General Meeting, Explanatory Memorandum and Proxy Form

Notice is given that a general meeting of Invion Limited ACN 094 730 417 (Company) will be held at:

Location McCullough Robertson, Level 11, Central Plaza Two, 66 Eagle Street, Brisbane, Australia
Date Tuesday 13 August 2013
Time 11.00am

Special business

Resolution 1 – Ratification and approval of previous allotment and issue of placement shares 

To consider, and if in favour, to pass the following resolution as an ordinary resolution: ‘That for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval be given for the previous issue of 50,278,783 shares at an issue price of $0.038 (3.8 cents) per share, issued under a placement to sophisticated and professional investors as detailed in the Explanatory Memorandum accompanying this Notice.’

Resolution 2 – Approval of issue of placement shares to a related party: Beacon Super Fund Pty Ltd ATF Beacon Super Fund

To consider, and if in favour, to pass the following resolution as an ordinary resolution: ‘That for the purposes of ASX Listing Rule 10.11, the Corporations Act 2001 (Cth) (‘Corporations Act’) and for all other purposes, approval is given for the issue of 500,000 fully paid ordinary shares at an issue price of $0.038 (3.8 cents) per share, issued under a placement to Beacon Super Fund Pty Ltd ATF Beacon Super Fund, a related party of the Company by virtue of Dr Greg Collier, who is a director of Invion Limited, being a director and beneficiary, on the terms described in the Explanatory Memorandum accompanying this Notice’. Note:  If approval is obtained under Listing Rule 10.11, approval is not required under Listing Rule 7.1, as set out in the explanatory memorandum.

Resolution 3 – Approval of issue of placement shares to a related party: Dr Mitchell Glass

To consider, and if in favour, to pass the following resolution as an ordinary resolution: ‘That for the purposes of ASX Listing Rule 10.11, the Corporations Act and for all other purposes, approval is given for the issue of 1,315,789 fully paid ordinary shares at an issue price of $0.038 (3.8 cents) per share, issued under a placement to Dr Mitchell Glass, a related party of the Company by virtue of Dr Glass being a director, on the terms described in the Explanatory Memorandum accompanying this Notice’. Note:  If approval is obtained under Listing Rule 10.11, approval is not required under Listing Rule 7.1, as set out in the explanatory memorandum.

Resolution 4 – Approval of issue of placement shares to a related party: Dr James Campbell

To consider, and if in favour, to pass the following resolution as an ordinary resolution: ‘That for the purposes of ASX Listing Rule 10.11, the Corporations Act and for all other purposes, approval is given for the issue of 566,667 fully paid ordinary shares at an issue price of $0.038 (3.8 cents) per share, issued under a placement to Dr James Campbell, a related party of the Company by virtue of Dr Campbell being a director, on the terms described in the Explanatory Memorandum accompanying this Notice’. Note:  If approval is obtained under Listing Rule 10.11, approval is not required under Listing Rule 7.1, as set out in the explanatory memorandum.

Resolution 5 – Approval of issue of placement shares to a related party: Dr Ralph Howard Craven &   Mrs Lesley Clare Craven atf <RH Craven Super Fund a/c>

To consider, and if in favour, to pass the following resolution as an ordinary resolution: ‘That for the purposes of ASX Listing Rule 10.11, the Corporations Act and for all other purposes, approval is given for the issue of 242,718 fully paid ordinary shares at an issue price of $0.038 (3.8 cents) per share, issued under a placement to Dr Ralph Howard Craven & Mrs Lesley Clare Craven atf < RH Craven Super Fund a/c>, a related party of the Company by virtue of Dr Craven who is a director of Invion Limited, being a trustee and beneficiary, on the terms described in the Explanatory Memorandum accompanying this Notice’. Note:  If approval is obtained under Listing Rule 10.11, approval is not required under Listing Rule 7.1, as set out in the explanatory memorandum.

Resolution 6 – Approval of issue of placement shares to a related party: Fusion Biosciences Pty Ltd

To consider, and if in favour, to pass the following resolution as an ordinary resolution: ‘That for the purposes of ASX Listing Rule 10.11, the Corporations Act and for all other purposes, approval is given for the issue of 125,000 fully paid ordinary shares at an issue price of $0.038 (3.8 cents) per share, issued under a placement to Fusion Biosciences Pty Ltd, an entity considered to be a related party of the Company by virtue of Dr Greg Collier and Dr James Campbell being directors of the Company, on the terms described in the Explanatory Memorandum accompanying this Notice’. Note:  If approval is obtained under Listing Rule 10.11, approval is not required under Listing Rule 7.1, as set out in the explanatory memorandum.

Resolution 7 – Approval of issue of placement shares to a related party: EGB Advisors, LLC

To consider, and if in favour, to pass the following resolution as an ordinary resolution: ‘That for the purposes of ASX Listing Rule 10.11, the Corporations Act and for all other purposes, approval is given for the issue of 263,158 fully paid ordinary shares at an issue price of $0.038 (3.8 cents) per share, issued under a placement to EGB Advisors, LLC, a related party of the Company by virtue of Dr William Garner, who in the previous 6 months was a director of Invion Limited, being a director and beneficiary, on the terms described in the Explanatory Memorandum accompanying this Notice’. Note:  If approval is obtained under Listing Rule 10.11, approval is not required under Listing Rule 7.1, as set out in the explanatory memorandum.

Resolution 8 – Issue of options to Dr Greg Collier 

To consider, and if in favour, to pass the following resolution as an ordinary resolution: ‘That, pursuant to section 208(1)(a) of the Corporations Act and Listing Rule 10.14, the members of the Company approve the granting of 10,000,000 options to Dr Greg Collier, in the manner outlined in the Explanatory Memorandum.’ Note: if approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing Rule 10.11, as set out in the Explanatory Memorandum.

Voting Exclusion Statement: Corporations Act 

Resolution 8 – The Company will disregard votes cast as proxy by Key Management Personnel (as that term is defined in the Corporations Act) or their closely related parties in contravention of section 250BD of the Corporations Act.  The Company will also disregard votes cast by a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party in contravention of section 224 of the Corporations Act.

Voting Exclusion Statement: Listing Rules 

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on the respective resolutions by the following persons:

Resolution Exclusion
1 – Ratification and approval of previous allotment and issue of placement shares The Company will disregard any votes cast on this resolution by any person who participated in the issue of securities described in the Explanatory Memorandum or any of their associates.
2 – Approval of issue of placement shares to a related party: Beacon Super Fund Pty Ltd ATF Beacon Super Fund No votes may be cast on Resolution 2 by Beacon Super Fund Pty Ltd ATF Beacon Super Fund or any of its Associates and any votes cast by such person will be disregarded.
3 – Approval of issue of placement shares to a related party: Dr Mitchell Glass No votes may be cast on Resolution 3 by Dr Mitchell Glass or any of his Associates and any votes cast by such person will be disregarded.
4 – Approval of issue of placement shares to a related party: Dr James Campbell No votes may be cast on Resolution 4 by Dr James Campbell or any of his Associates and any votes cast by such person will be disregarded.
5 – Approval of issue of placement shares to a related party: Dr Ralph Howard Craven & Mrs Lesley Clare Craven atf <RH Craven Super Fund a/c> No votes may be cast on Resolution 5 by Dr Ralph Howard Craven & Mrs Lesley Clare Craven atf <RH Craven Super Fund a/c> or any of their Associates and any votes cast by such person will be disregarded.
6 – Approval of issue of placement shares to a related party: Fusion Biosciences Pty Ltd No votes may be cast on Resolution 6 on behalf of Fusion Biosciences Pty Ltd or any of its Associates and any votes cast by such person will be disregarded.
7 – Approval of issue of placement shares to a related party: EGB Advisors LCC No votes may be cast on Resolution 7 on behalf of EGB Advisors LLC or any of its Associates and any votes cast by such person will be disregarded.
8 – Approval of the issue of options to Dr Greg Collier No votes may be cast on Resolution 8 by any director or any of their Associates and any votes cast by such a person will be disregarded.

However, the Company will not disregard a vote if:

  1. a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
  2. b) if 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.

 

Dated 11 July 2013

By order of the Board

Melanie Farris
Company Secretary

Notes

  1. (a) Terms used in this Notice of Meeting which are defined in the Explanatory Memorandum have the meaning given to them in the Explanatory Memorandum.
  2. (b) A Shareholder who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.
  3. (c) The proxy need not be a Shareholder.  A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
  4. (d) If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form.
  5. (e) A corporation may elect to appoint a representative, rather than appoint a proxy, under the Corporations Act in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the meeting.
  6. (f) The Company has determined under regulation 7.11.37 Corporations Regulations 2001 (Cth) that for the purpose of voting at the meeting or adjourned meeting, Shares are taken to be held by those persons recorded in the Company’s register of shareholders as at 7.00pm (AEST) on 11 August 2013.
  7. (g) If you have any queries on how to cast your votes call Melanie Farris on (07) 3295 0500 during business hours.

 

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