COMPANY REGISTRATION NUMBER EZYBONDS (UK) PLC ANNUAL GENERAL MEETING FOR THE YEAR ENDED 30 JUNE 2012
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1 COMPANY REGISTRATION NUMBER EZYBONDS (UK) PLC ANNUAL GENERAL MEETING FOR THE YEAR ENDED 30 JUNE 2012
2 CONTENTS PAGES Corporate directory 1 Notice of annual general meeting 2-7 Chairman's statement 8
3 CORPORATE DIRECTORY THE BOARD OF DIRECTORS COMPANY SECRETARY REGISTERED OFFICE SHARE REGISTRARS AUDITOR BANKERS SOLICITORS CORPORATE ADVISERS Phillip J Pryor Anthony G Liston Sean S McShane Anthony G Liston Heathrow Business Centre 65 High Street Egham Surrey TW20 9EY Capita IRG Bourne House 34 Beckenham Road Beckenham Kent BR3 4TU Menzies LLP, Chartered Accountants Heathrow Business Centre 65 High Street Egham Surrey TW20 9EY National Westminster Bank Plc Cavell House 2a Charing Cross Road London WC2H 0PD Osborne Clarke One London Wall London EC27 5EB W.H. Ireland Limited 11 St James' Square Manchester M2 6WH 1
4 NOTICE OF MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting of the company will be held at am on Friday 28 December 2012 at Level 1, 510 Olive Street, Albury, New South Wales, Australia. An Explanatory Memorandum containing information in relation to each of the following resolutions accompanies this Notice of Annual General Meeting (refer pages 5-7). This Notice of Annual General Meeting should be read in conjunction with the Explanatory Memorandum. 1 Ordinary Business As ordinary business, to consider and, if thought fit, pass the following resolutions as Ordinary Resolutions: Ordinary Resolutions 1.1 Re-election of Mr A Liston That Mr AG Liston, a Director who retires in accordance with Article 83 of the Articles of Association of the Company, be re-elected as a Director of the Company. 1.2 Re-appointment of Auditor To re-appoint Menzies LLP, Chartered Accountants as Auditor to hold office from the conclusion of this Annual General Meeting to the conclusion of the next meeting at which accounts are laid before the Company at a remuneration to be determined by the Directors. 1.3 Amend Warrant Exercise Price That shareholders authorise the Directors to reduce the "Subscription Price" (as stated in clause 2.1 of the Warrant Instrument 2000) of all Warrants currently on issue pursuant to the Warrant Instrument 2000, from 10 pence per Ordinary Share to 5 pence per Ordinary Share. 1.4 Amend Warrant Exercise Price That shareholders authorise the Directors to reduce the "Subscription Price" (as stated in clause 2.1 of the Warrant Instrument 2005) of all Warrants currently on issue pursuant to the Warrant Instrument 2005, from 10 pence per Ordinary Share to 5 pence per Ordinary Share. 1.5 Amend Warrant Exercise Price That shareholders authorise the Directors to reduce the "Subscription Price" (as stated in clause 2.1 of the Warrant Instrument 2010) of all Warrants currently on issue pursuant to the Warrant Instrument 2010, from 10 pence per Ordinary Share to 5 pence per Ordinary Share. 2 Special Business. As special business to consider and, if thought fit, pass the following resolutions; in the case of resolutions 2.1 through to 2.6 as an Ordinary Resolution and in the case of resolution 2.7 and 2.8 as a Special Resolution: Ordinary Resolutions 2.1 Authority to issue shares That the Directors be and they are hereby generally and unconditionally authorised pursuant to section 549 of the Companies Act 2006 to exercise any power of the Company to allot and grant rights to subscribe for or to convert securities into shares of the Company up to a maximum nominal amount equal to the nominal amount of the authorised but unissued share capital at the date of the passing of this resolution. Provided that the authority hereby given shall expire 5 years after the passing of this resolution unless previously renewed or varied save that the Directors may, notwithstanding such expiry, allot any shares or grant any such rights under this authority in pursuance of an offer or agreement so to do made by the Company before the expiry of this authority. 2.2 Sub-Division of Shares That subject to the passing of Resolution 2.7 below, each issued ordinary share of 10p each in the capital of the Company be subdivided and re-designated into one ordinary share of 1p each in the capital of the Company, having the same rights and being subject to the same restrictions as the existing ordinary shares, and nine deferred shares of 1p each in the capital 2
5 NOTICE OF MEETING (continued) of the Company, having the rights and being subject to the restrictions attached to them as set out in the new articles of association of the Company proposed below. Subject to the passing of this Resolution the sub-division and re-designation of Shares would take place on 2 January Grant of shares to Mr. P Pryor That for all purposes (including, without limitation the Companies Act 2006, the Articles of Association of the Company and the Rules for Issuers of the ICAP Securities and Derivatives Exchange) this meeting hereby approves and authorises the Directors to grant 250,000 fully paid shares to Mr. P Pryor (or his nominee). 2.4 Grant of shares to Mr. A Liston That for all purposes (including, without limitation the Companies Act 2006, the Articles of Association of the Company and the Rules for Issuers of the ICAP Securities and Derivatives Exchange) this meeting hereby approves and authorises the Directors to grant 250,000 fully paid shares to Mr. A Liston (or his nominee). 2.5 Grant of shares to Mr. S McShane That for all purposes (including, without limitation the Companies Act 2006, the Articles of Association of the Company and the Rules for Issuers of the ICAP Securities and Derivatives Exchange) this meeting hereby approves and authorises the Directors to grant 250,000 fully paid shares to Mr. S McShane (or his nominee). 2.6 Supply of information on a website That subject to the passing of Resolution 2.7 below, the Company may send or supply documents or information to shareholders by making them available on a website in accordance with the provisions of Article 159 of the new Articles of Association. Special Resolution 2.7 Adoption of new articles of association That subject to the passing of Resolution 2.2 above, the Memorandum and Articles of Association of the Company be replaced in their entirety by the new Articles of Association, a draft of which have been produced to the meeting and initialed by the Chairman for purposes of identification, and that such Articles of Association are hereby adopted by the Company in substitution for, and to the exclusion of, all prior articles of association of the Company. 2.8 Waiver of pre-emption rights That subject to the passing of Resolution 2.1 above the Directors be empowered pursuant to Section 569 of the Companies Act 2006 until the Company's next Annual General Meeting to allot or agree to allot equity securities pursuant to the authority conferred by the said resolution above as if Section 561 of the Companies Act 2006 did not apply to any such allotment provided that the Company may make any offer or agreement before the expiry of this authority which would or might require equity securities to be allotted after this authority had expired and the Directors may allot equity securities in pursuance of any such offer or agreement. For the purposes of this resolution the expression 'equity securities' and 'allot' shall bear the meanings respectively given to the same in Section 560 of the Companies Act Dated: 4 December 2012 By order of the Board Anthony G Liston Company Secretary 3
6 NOTICE OF MEETING (continued) PROXY INSTRUCTIONS A member (entitled to attend and vote) is entitled to appoint up to two proxies to attend and vote at the meeting in his/her place. A proxy form is included within this Annual Report (refer to pages 11 to 12). A separate proxy form must be used for each proxy. You can obtain an additional proxy form from the Company (or by photocopying the proxy form). You may appoint each proxy to represent a specified proportion or number of your voting rights. To do this, follow the instructions on the proxy form. If you do not specify a proportion or number, each proxy may exercise half of your votes. To be effective, a duly completed proxy form and (where applicable) any power of attorney or a duly certified copy of the power of attorney must be received by the Company not less than 48 hours before the time for commencement of the meeting and if not so deposited shall be invalid. Please send by post to Heathrow Business Centre, 65 High Street, Egham, Surrey, London, United Kingdom TW20 9EY or by facsimile to +44 (0) All joint holders of shares must sign the proxy form. If the proxy form is signed by a member's attorney, the power of attorney or a certified copy of it must be lodged with the proxy form. If a member that is a corporation appoints a proxy, the member must execute in accordance with its constitution (if any) and the law of the place of its incorporation. The proxy need not be a member, but must be a natural person. A proxy may be appointed by reference to an office held by the proxy (eg "the Company Secretary"). The appointment of a proxy will not prevent you from subsequently attending and voting at the meeting in person. 4
7 NOTICE OF MEETING (continued) EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared for the information of shareholders of Ezybonds (UK) plc ("Ezybonds" or the "Company") in connection with the business to be conducted at the Annual General Meeting of the Company to be held on Friday 28 th December 2012 at am (Australian time). This Explanatory Memorandum forms part of the Notice of Annual General Meeting of the Company and comments on the resolutions described below. This Explanatory Memorandum is intended to assist shareholders in understanding the background to and legal and other reasons for the resolutions proposed. The Directors recommend that shareholders read this Explanatory Memorandum in full before making a decision in relation to the resolutions. Enquiries All enquiries in relation to the contents of the Notice of Annual General Meeting or the Explanatory Memorandum should be directed to the Directors, Mr Liston, Mr Pryor and Mr McShane (telephone: +61 (0) ). 1.1 Re-election of Mr. A Liston Resolution 1.1 seeks approval for the re-election of Mr. A Liston, who retires in accordance with Article 83 of the Company's Articles of Association. Article 83 relevantly provides that at each Annual General Meeting of the Company one third of the Directors shall retire by rotation. Mr A Liston, being eligible, offers himself for re-election as a Director of the Company. 1.2 Re-appointment of Auditor Resolution 1.2 seeks approval for the re-appointment of Menzies LLP, Chartered Accountants, as Auditor of the Company. Such appointment taking effect from the conclusion of this Annual General Meeting until the conclusion of the next meeting at which accounts are laid before the Company. The remuneration payable to the Auditor shall be as determined by the Directors Amend Warrant Exercise Price Resolutions 1.3 to 1.5 seeks shareholder approval for the Directors to reduce the "Subscription Price" (as stated in clause 2.1 of the Warrant Instrument 2000,2005,and 2010) of all Warrants currently on issue pursuant to the Warrant Instrument 2000,2005 & 2010, from 10 pence per Ordinary Share to 5 pence per Ordinary Share. In December 2000 the Company, by a resolution of the Board of Directors, created and issued 85,000,000 Warrants in accordance with the terms and conditions set out in the Warrant Instrument In August 2005 the Company, by a resolution of the Board of Directors, established the Warrant Instrument 2005 to enable the issue of up 20,000,000 Warrants in accordance with the terms and conditions set out in the Warrant Instrument In June 2010 the Company, by a resolution of the Board of Directors, established the Warrant Instrument 2010 to enable the issue of up 30,000,000 Warrants in accordance with the terms and conditions set out in the Warrant Instrument As at the date of this Notice of Meeting, 84,666,251 Warrants remain unexercised pursuant to Warrant Instrument 2000 and 20,000,000 Warrants have been issued and remain unexercised pursuant to the Warrant Instrument 2005 and 16,002,257 Warrants have been issued and remain unexercised pursuant to the Warrant Instrument Clause 6.1 of the Warrant Instrument 2000, Warrant Instrument 2005 and Warrant Instrument 2010 relevantly provide that all or any of the rights attaching to the Warrants may be altered or abrogated with the sanction of an Extraordinary Resolution of the Warrant Holders. Clause 6.2 of the Warrant Instrument 2000, and Warrant Instrument 2005 and Warrant Instrument 2010 defines an Extraordinary Resolution as a resolution proposed at a meeting of the holders of outstanding Warrants duly convened and held and passed by a majority consisting of not less than 75 per cent of the votes cast, whether on a show of hands or on a poll. Accordingly, a meeting of Warrant holders has been convened in order to obtain the aforementioned approval of Warrant holders for the proposed changes to the Subscription Price of the Warrants. SHOULD SHAREHOLDERS NOT APPROVE ANY OF RESOLUTIONS 1.3 to 1.5 OF THE NOTICE OF MEETING, THEN THE DIRECTORS WILL WITHDRAW (AS APPLICABLE) THE RELEVANT RESOLUTION AT THE PROPOSED MEETING OF WARRANT HOLDERS. The Directors convened this Meeting so that the shareholders can authorise the Directors to amend the Subscription Price to 5 Pence The Directors consider that given the delays in the global launch of the Ezybonds on-line payment system that the Warrants (or a significant proportion thereof) are unlikely to be exercised on or before 31 March By reducing the Subscription 5
8 NOTICE OF MEETING (continued) Price, the Directors believe that this will significantly increase the likelihood that Warrant Holders will elect to exercise their Warrants. Any Warrants not be exercised by the Final Expiry Date will lapse, resulting in the Company not raising equity capital at a price of 5 pence per fully paid ordinary share. Effect of Passing of Resolutions Should Shareholders approve Resolution 1.3 (and Warrant holder approval is also obtained) then the Subscription Price of the 84,666,251 Warrants will be reduced from 10 Pence per Ordinary Share to 5 Pence per Ordinary Share. Accordingly, if all 84,666,251 Warrants are exercised, then the Company would only receive subscription monies totalling 4,233,312, as opposed to 8,466,625. Should Shareholders approve Resolution 1.4 (and Warrant holder approval is also obtained) then the Subscription Price of the 20,000,000 Warrants will be reduced from 10 Pence per Ordinary Share to 5 Pence per Ordinary Share. Accordingly, if all 20,000,000 Warrants are exercised, then the Company would only receive subscription monies totalling 1,000,000, as opposed to 2,000,000. Should Shareholders approve Resolution 1.5 (and Warrant holder approval is also obtained) then the Subscription Price of the 16,002,257 Warrants will be reduced from 10 Pence per Ordinary Share to 5 Pence per Ordinary Share. Accordingly, if all 16,002,257 Warrants are exercised, then the Company would only receive subscription monies totalling 800,113, as opposed to 1,600, Authority to issue shares Under UK company law, specifically section 549, of the Companies Act 2006, directors may not generally allot any shares, issue securities convertible into shares, or grant options to subscribe for shares without authority given either by a provision in the company's articles of association or by ordinary resolution (meaning simple majority) of the shareholders of the company. In addition, the authority granted to directors of a public company may not continue for a period of more than five years. Resolution 2.1 is required to be passed in order to comply with both section 549 of the Companies Act 2006 and the Company's Articles of Association and to allow the Directors general authority to allot shares for general purposes. 2.2 Subdivision of the shares This is an Ordinary Resolution to sub-divide and re-designate each of the issued ordinary shares of 10p each in the capital of the Company into nine deferred shares of 1p each ( Deferred Share ) and one ordinary share of 1p each. Subject to the successful passing of the Resolution the Sub-division and re-designation would be effected on 2 January New ordinary shares Immediately following the sub-division and re-designation, each Shareholder will hold one new ordinary share of 1p and nine Deferred Shares in place of every one existing ordinary share of 10p each previously held in the capital of the Company. The rights of the new ordinary shares will in all material respects be the same as the ordinary shares currently in issue. Deferred Shares The Deferred Shares will not carry voting rights or a right to receive a dividend. The holders of Deferred Shares will not have the right to receive notice of any general meeting of the Company, nor have any right to attend, speak or vote at any such meeting. In addition, holders of Deferred Shares will only be entitled to a payment on a return of capital or on a winding up of the Company after each of the holders of ordinary shares has received a payment of 100,000 in respect of each ordinary share. Accordingly, the Deferred Shares will have no economic value. The Company does not intend to make any application for Deferred Shares to be admitted to trading on any stock exchange. The Company does not intend to issue new share certificates to Shareholders following the re-organisation of its share capital. 2.3 Director Shares Resolution 2.3 seeks approval for the granting of 250,000 fully paid 10 pence shares to Mr P.Pryor as compensation for services performed on behalf of the company during the year ended 30 June Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the proposed granting of fully paid shares to Mr P.Pryor. 6
9 NOTICE OF MEETING (continued) 2.4 Director Shares Resolution 2.4 seeks approval for the granting of 250,000 fully paid 10 pence shares to Mr A.Liston as compensation for services performed on behalf of the company during the year ended 30 June Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the proposed granting of fully paid shares to Mr A Liston. 2.5 Director Shares Resolution 2.5 seeks approval for the granting of 250,000 fully paid 10 pence shares to Mr S.McShane as compensation for services performed on behalf of the company during the year ended 30 June Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the proposed granting of fully paid shares to Mr S.McShane. 2.6 Supply of information on a website Subject to the passing of Resolution 2.7 below, the Company seeks to be able to send or supply documents or information to shareholders by making them available on a website in accordance with the provisions of Article 159 of the new Articles of Association. This shall reduce costs associated with such process and shall make access quicker to such documentation for the shareholders. 2.7 Adoption of new articles of association Resolution 2.7 seeks to adopt new articles of association of the Company. The current articles were adopted in 2000 and there have been many changes to Company law in the intervening 12 years including the new Companies Act 2006 coming into force. The new articles seek to reflect various subsequent changes as well as make provision for the creation of the Deferred Shares. Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the proposed new articles of association. 2.8 Waiver of pre-emption rights Section 561 of the Companies Act 2006 requires that before equity shares are allotted in return for cash they must be first offered to existing shareholders on a right of first refusal basis and in proportion to the respective shareholders' existing holdings (the "Pre-emption Rights"). Section 569 of the Companies House 2006 allows the shareholders of a company to disapply their Pre-emption Rights by passing a special resolution, subject to Resolution 2.1 also being passed. Resolution 2.8 is the form of resolution which will allow the disapplication of Pre-emption Rights. The Company is seeking the waiver of Section 561 Pre-emption Rights in order for the Directors to make allotments for general purposes without the need to first offer those shares to existing shareholders. The waiver of pre-emption rights following the passing of Resolution 2.8 will expire at the Company's 2013 Annual General Meeting. Registered office: Heathrow Business Centre 65 High Street Egham Surrey TW20 9EY By order of the board Anthony G Liston Company Secretary... 7
10 FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING The last 12 months has seen the continual development of the Ezybonds multi currency payment system. While integration has continued with merchants, the Directors acknowledge the delays in the implementation phase. However, the Directors are advised that the payments system is now operating successfully, and that a number of EzyBonds merchants are now integrating with the Ezybonds payment Platform. The Board of Directors are optimistic there will be significant rollout of the EzyBonds processes in the 1st quarter of the new financial year. This year the unaudited Group turnover is 219,114. The Group has reported an operating profit of 42k, which compares favourably to the net loss in 2011 of 41k. These figures are unaudited at the time of this report due to a change in accounting period which was advised to the market on the 13th November The results for the 18 month period ended 31 December 2012 will be released to the market by 31st March At a meeting of warrant holders held on the 23 rd March 2012, it was agreed to extend the exercise date of the PLUS-quoted warrants from 30 March 2012 to 30 September At a subsequent General Meeting held on the 14 th September 2012, it was agreed to extend the warrant exercise date to 30 th March In November 2012, the Directors announced that they completed a placement with Ezybonds Inc to raise GBP480,000 by way of the issue of 4,800,000 fully paid ordinary shares at an issue price of 10 pence per share and 4,800,000 free warrants, each warrant exercisable at 10 pence and expiring 31 March On the 25 th June 2012, Ezybonds Inc and Ezypromotions Limited executed a variation to the Royalty Agreement to the effect that the Royalty is increased from 50% to 60%, for a consideration of 50,000,000 fully paid ordinary shares in the Company. Also in November 2012, the Directors advised that Priority One Network Group ( Priority One ) will acquire 37,000,000 shares in the Company, with the consideration been Aud$1,750,000 in cash, and the balance constituting 12,962,357 shares in priority One. This arrangement is conditional upon Priority One's shares been listed on the Australian Securities Exchange which they have advised should be completed prior to March Your Directors will advise you of any updates to this arrangement. The Articles of Association of the Company require that one third of the Directors are re-elected at the Annual General Meeting. This year Mr Anthony Liston is due to retire from the Board according to this requirement. Mr Anthony Liston has also nominated himself for re-election. There were no other nominations received by the Company. During the past few months your Directors have conducted a review of the administration of the Company. A number of options are currently under discussion including a review as to whether the Company would benefit from a move to another stock market such as AIM the junior market of the London Stock Market. Further updates will be provided in due course if they are required. Other administration changes include:- Share Division resulting in reducing the nominal value of each fully paid share from 10 pence to 1 penny, but not changing the number of shares on issue, or the market value of the shares. Reducing the Warrant Exercise price. Updating the company s Articles of Association. The Directors remain confident that the Ezybonds brand will continue to secure a prominent place in the emerging global payments industry and continue to provide cost effective and timely remittance of funds for its growing number of merchants and clients. Anthony G Liston Chairman
11 FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING EZYBONDS (UK) PLC (Registered in England and Wales under company number ) The Company Secretary Ezybonds (UK) Plc Heathrow Business Centre 65 High Street Egham Surrey TW20 9EY United Kingdom Proxy Form I/We * of being a member of Ezybonds (UK) plc ( Company ) appoint: name ** of.. failing whom, or if no person is named, the chairman of the meeting as my proxy to vote and act on my behalf at the Annual General Meeting of the Company to be held on Friday 28 December 2012 at am at Level Olive Street, Albury, New South Wales, Australia and any other day to which that meeting is adjourned or postponed. My/Our proxy is authorised to exercise *** all of my/our voting rights. I/We direct that my/our proxy vote in the following manner: Agenda Item For Against Abstain 1.1 Re-election of Mr A Liston 1.2 Re-appointment of Auditor 1.3 Amend Warrant Exercise Price (2000) 1.4 Amend Warrant Exercise Price (2005) 1.5 Amend Warrant Exercise Price (2010) 2.1 Authority to issue shares 2.2 Subdivision of shares 2.3 Grant shares to Mr P Pryor 2.4 Grant shares to Mr A Liston 2.5 Grant shares to Mr S McShane 2.6 Supply of information on a website 2.7 Adoption of New Articles of Association 2.8 Waiver of pre-emption rights ****Executed by the member
12 FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING Signature(s): Name: Capacity (eg director, attorney, or joint holder): Date: Explanatory notes * Insert name(s) of member, as it appears in the register of members. ** Insert name and address of proxy. The proxy need not be a member, but must be a natural person. A proxy may be appointed by reference to an office held by the proxy (eg the Company Secretary ). *** A member is entitled to appoint up to two proxies to attend and vote at the meeting. A separate form must be used for each proxy. You can obtain an additional form from the Company at the address shown below (or by photocopying this form). You may appoint each proxy to represent a specified proportion or number of your voting rights. To do this, delete the word all and specify the proportion or number of your votes the proxy is to exercise. If you do not specify a proportion or number, each proxy may exercise half of your votes. **** All joint holders of shares must sign this form. If the form is signed by a member s attorney, the power of attorney or a certified copy of it must be lodged with the proxy form. If a member that is a corporation appoints a proxy, the member must execute in accordance with its constitution (if any) and the law of the place of its incorporation. To be effective, a duly completed proxy form and (where applicable) any power of attorney or a certified copy of the power of attorney must be received by the Company at its registered office not less than 48 hours before the time for commencement of the meeting. Please send by post to Heathrow Business Centre, 65 High Street, Egham, Surrey, London, United Kingdom TW20 9EY or by facsimile to +44 (0)
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