Notice of General Meeting
ABN 19 091 247 166
Date: Friday 24th February 2017
Commencing: 10:00 am (CDT)Location: Grant Thornton's offices Level 3, 170 Frome Street, Adelaide, South Australia 5000.
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Contents
PART A: LETTER TO SHAREHOLDERS PART B: NOTICE OF GENERAL MEETING PART C: EXPLANATORY MEMORANDUM PROXY FORM Part A: Letter to Shareholders23rd January 2017 Dear Shareholder
The Board of Kangaroo Island Plantation Timbers Limited and its subsidiary undertakings (the "Company") has pleasure in inviting you to the Company's General Meeting ("GM") to be held on Friday 24th February 2017 at 10:00am (CDT). The Company's General Meeting is to be held at Grant Thornton's office at Level 3, 170 Frome Street, Adelaide, South Australia 5000.
The Board is aware that many Shareholders are located in other States and overseas. To this end, if requested, the GM will be audio-cast to enable interstate and overseas Shareholders to attend audio cast virtually.
Acquisition
At this GM, the Board has pleasure in seeking the approval of the acquisition of the entire Forestry Investment Trust (FIT) estate managed by New Forests Asset Management Pty Limited on Kangaroo Island, South Australia (Acquisition). The Company has now entered in to the transaction documents relating to the Acquisition and paid the initial deposit and is now working towards completion of the Acquisition. Kangaroo Island Plantation Timbers Limited believes this Acquisition is an exciting opportunity to quadruple the area of its plantations and to progress the development of a route to market for its valuable timber resources.
Share Split
The Board is seeking a share split on the basis of 10 Shares for every 1 Share held. The Share Spilt is intended to benefit all Shareholders by creating improved liquidity and turnover in the trading of Shares and to increase affordability of the Shares to investors.
Appointment of Non-Executive Director
The Board has appointed Mr Greg Boulton AM to the Board. Mr Boulton offers new skills and experience that will assist the board fulfilling its goals. Shareholders now have the opportunity to vote on Mr Boulton's appointment to the Board.
Performance Rights 24th February 2017 Maximum Shares 89,999
The Board is also pleased to seek the approval of Performance Rights Plan (Plan) rights dated 24th February 2017 that are aimed at aligning the Boards' interests more closely with those of the Shareholders. The Board is seeking approval of performance rights issues under the Plan.
The aim of these performance rights is to incentivize the Board to achieve volume-weighted average (VWAP) Share prices of $37.00, $42.50 and $50.00 based on 100,000 traded Shares. Share prices and volumes would be adjusted accordingly if the Share Split is approved at the meeting.
Attached is the Kangaroo Island Plantation Timbers Limited Notice of General Meeting and accompanying Explanatory Memorandum.
Full details of the above Resolutions are provided in the accompanying Explanatory Memorandum.
Please consider carefully the contents of this Notice of Meeting, including, without limitation, the Explanatory Memorandum. If you are in any doubt as to any matter, please consult your legal, financial or other professional adviser.
Yours faithfully
Mr Paul McKenzie Chairman
Kangaroo Island Plantation Timbers Limited
Part B: Notice of General MeetingNotice is hereby given that the General Meeting ("GM") of the Shareholders of Kangaroo Island Plantation Timbers Limited (the "Company") will be held at Grant Thornton's office Level 3, 170 Frome Street, Adelaide, South Australia 5000 on Friday, 24th February 2017 at 10:00am (CDT) (Adelaide local time).
If you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form. The completed Proxy Form must be received at the Company's share registry or the registered office of the Company, before 10:00am (CDT) Wednesday, 22nd February 2017. The details of the Company's share registry and registered office are set out in the attached Proxy Form.
The enclosed Explanatory Memorandum accompanies and forms part of this Notice of Meeting. Shareholders are advised to read these documents in full as important background information is included.
Where permitted by the Corporations Act, the Chairman will cast undirected proxy votes held by him in favour of the Resolutions.
BUSINESS
Chairman's address on significant events since the last general meeting.
Proposed Ordinary Resolutions:
Resolution 1 Approval of the Forestry Investment Trust estate acquisition
Resolution 2 Share Split
Resolution 3 Election of Gregory Boulton as a Non-Executive Director
Resolution 4 Approval of Non-Executive Directors' Share Plan
Resolution 5-6 Approval of issue of Shares to Directors under the Performance Rights Plan for performance rights dated 24th February 2017
Kangaroo Island Plantation Timbers Ltd. published this content on 23 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 23 January 2017 09:10:04 UTC.
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