I don't really understand what this means to a TAS holder or EDE holder
Any insights much appreciated
Oak
Link
763957144– RESOLUTION 4 – APPROVAL OF AMENDMENT OF CONSTITUTION
Resolution 4 seeks the approval of Shareholders to amend the Company’s Constitution to include a new clause 114, which
is set out below in full.
The purpose of the amendment is to enable the Directors, should they consider it is in the best interest of the Company to
do so at any time in the future (and subject to the Company first obtaining any approvals, including under the Listing Rules,
which may be required), to distribute some or all of the shares which it holds in ASX listed Eden Innovations Ltd (ASX Code:
EDE) to its Shareholders in-specie.
Whilst no decision has been made to proceed with such an in-specie distribution, the possibility of the Company wishing to
separate itself from Eden Innovations Ltd (and thereafter not be required to consolidate the financial statements of the Eden
Group into the Company’s accounts) at some time in the future may arise, and in that case the new clause 114 in the
Constitution would be necessary to enable that to occur.
Proposed new clause
Pursuant to clause 50 of the Company’s Constitution, the Company may reduce or alter its share capital in any manner
provided for in the Act. Clause 97(1) of the Constitution allows the Board to pay a dividend wholly or in part by the distribution
of specific assets.
In summary, proposed new clause 114 allows the Directors to effect a capital reduction by the distribution of specific assets,
including shares in another company. In relation to an in-specie distribution of shares in another company, new clause
114(b) provides that each Shareholder:
(a) is deemed to have agreed to become a member of that other company and be bound by the constitution of
that other company; and
(b) appoints the Company and its officers as the Shareholder's attorney to do all things reasonably required to
transfer the shares in that other company to the Shareholder.
Proposed new clauses 114(c) to (e) give the Directors ancillary powers in relation to an in-specie distribution, including
making a cash payment to a Shareholder instead of transferring shares if the distribution would otherwise be illegal or would
be impracticable or unreasonable (for example, where Shareholders reside overseas).
The whole text of the proposed new clause 114 is set out below. Any Shareholder wishing to obtain a copy of the proposed
amended Constitution should contact the Company and a copy will be provided free of charge
(20min delay)