anybody has the complete ann, page-2

here you go frank... NOTICE OF MEETING
Notice is given that a General Meeting of Tele-IP Limited
will be held at the offices of Cummings Flavel McCormack,
Level 11, 390 St Kilda Road, Melbourne, 3004
on Friday 30 June 2006 at 9.30am.
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 1
TELE-IP LIMITED
ACN 010 568 804
NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting of Tele-IP Limited (Company) will be held at the
offices of Cummings Flavel McCormack, Level 11, 390 St Kilda Road, Melbourne, 3004
on Friday 30 June 2006 at 9.30am.
AGENDA
To consider, and if thought fit, pass the following resolutions as ordinary resolutions:
1. Issue of Placement Shares
‘That, for the purposes of ASX Listing Rule 7.4 and all other purposes, approval be given
in respect of the issue of a total of 50,894,666 fully paid ordinary shares in the Company
at an issue price of 4.5 cents per share issued to sophisticated and professional investors
on 3 January 2006.’
2. Issue of Shares to raise up to $2,500,000
‘That, for the purposes of ASX Listing Rule 7.1, approval be given to issue shares in the
capital of the Company to raise up to $2,500,000 on the terms and conditions set out in
the Explanatory Notes and otherwise on the most favourable terms that the Directors are
able to negotiate.’
3. Issue of Shares to TSA Communication Solutions Pty Ltd (a vendor of a business
to be acquired by the Company)
‘That, for the purposes of ASX Listing Rule 7.1, approval be given to issue shares in the
capital of the Company with a nominal value of $1,000,000 to the vendor of the TSA
Communication Solutions Business on the terms and conditions set out in the
Explanatory Notes and otherwise on the most favourable terms that the Directors are
able to negotiate.’
By Order of the Board
…………………………
Ian May
Managing Director
Dated: 1st June 2006
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 2
EXPLANATORY NOTES
RESOLUTION 1 – ISSUE OF PLACEMENT SHARES
Approval is sought in respect of 50,894,666 shares issued to various sophisticated and
professional investors on 3 January 2006.
1.1 Supporting Information
On 3 January 2006 the Company issued 50,894,666 shares at 4.5 cents per share to
certain sophisticated investors, professional investors and clients of financial services
licensees to raise $2,290,260.
The funds raised under the placement were applied by the Company to maintain its
progress in developing a national identity through establishment of complementary
interstate businesses, the reduction of debt, to provide for working capital to support
these activities and to pay the costs associated with the placement.
1.2 Number of Shares and Allottees
A total of 50,894,666 shares were issued to the following entities:
• Brendon Clyde Ellett
• Richard Maynard Hedstrom
• Mr Lewis and Mrs Lisa Patricia Chandler
• Clever Money Pty Ltd
• Colin Devine
• Mr Leon Richard Brown
• Waters Dace Financial Planning Pty Ltd
• Moneytax Financial Centre Pty Ltd
• MERM Pty Ltd
• Gelam Nominees Pty Ltd
• Prime Mortgage Group Ltd
• Michael Sai Chiu Yu
• Burgio Pty Ltd
• Boguslaw Dabrowski
• Tricola Pty Ltd
• Exelmont Pty Ltd
• Mr Duncan Campbell Pursell
• Kishi Pty Ltd
• Mr Denis Rabin
• TJE Holdings Pty Ltd
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 3
• Mr Ilmars Draudins
• Tralee Investments Pty Ltd
• Mr Stephen James White
• Mr Anton Ursini
• Calibrate Australia Pty Ltd
• Northwater Investment Holdings Pty Ltd
• Mr Barry John Taylor
1.3 Terms of the securities issued
From their date of issue, the 50,894,666 shares issued ranked equally in all respects with
the Company’s existing fully paid ordinary shares.
1.4 Consideration
The issue price for each share was $0.045. The total amount of the funds raised was
$2,290,260 before expenses.
1.5 Use of Funds Raised
The funds raised under the placement were applied by the Company to maintain its
progress in developing a national identity through establishment of complementary
interstate businesses, the reduction of debt, to provide for working capital to support
these activities and to pay the costs associated with the placement.
1.6 Listing Rule 7.1
Subject to a number of exceptions, ASX Listing Rule 7.1 limits the number of securities
that the Company may issue without shareholder approval in any 12 month period to
15% of its issued securities.
Listing Rule 7.4 allows for shareholders to subsequently approve an issue of securities,
provided the issue was not in breach of Listing Rule 7.1.
Shareholders are being asked to approve the issue of 50,894,666 shares to various
sophisticated and professional investors on 3 January 2006 in accordance with Listing
Rule 7.4. This issue of securities was not in breach of Listing Rule 7.1. If the issue of
securities that occurred on 3 January 2006 is treated as having been made with
shareholder approval pursuant to Listing Rule 7.4, the Company’s capacity to issue
further securities is restored. The Directors consider it prudent to retain the capacity to
issue further securities, and accordingly seek shareholders’ approval to the issue of
50,894,666 shares to various sophisticated and professional investors that occurred on 3
January 2006.
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 4
1.7 Recommendation
The Board recommends that shareholders approve the issue of shares proposed by
resolution 1.
1.8 Voting Exclusion Statement
The Company will disregard any votes cast on resolution 1 by:
• a person who participated in the issue; and
• an associate of a person who participated in the issue.
However the Company need not disregard a vote if:
• 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
• it is cast by the person chairing the meeting as proxy for a person who is entitled
to vote, in accordance with the direction on the proxy form to vote as the proxy
decides.
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 5
RESOLUTION 2 – ISSUE OF SHARES TO RAISE UP TO $2,500,000
The Company has entered into an agreement with TSA Communications Solutions Pty Ltd (ACN
059 909 894) (TSA) to purchase certain business assets of TSA (the Business).
2.1. Supporting Information
The Company has entered into an agreement to acquire the Business for a purchase
consideration of $3.5 million. The purchase consideration is to be satisfied by a combination of a
cash payment of $2.5 million and the issue of shares to the value of $1 million.
$1.5 million of the cash component is payable on the Completion Date and, subject to
adjustments, the cash balance of $1 million is payable in two equal instalments 6 months and 12
months following Completion. Unless otherwise agreed by the parties, the Completion Date shall
be 30 June 2006.
TSA was established in 1993 and has grown to be, currently, the largest NEC Channel Partner in
Queensland. The business services the same market segments as those presently serviced by
Tele-IP’s Victorian presence and will provide excellent synergies in terms of national customer
servicing and resource utilisation.
The acquisition of the Business complements Tele-IP’s existing voice and data IP network
services business.
The Business, which has a present turnover of approximately $5.62M (unaudited), has a staff of
26 and was established in 1993. The Business is a major channel partner for NEC Business
Solutions Ltd and provides the following services to its large base of more than 1500 customers:
• The sale, installation, maintenance and servicing of NEC Business Telephony Solutions
including, Voice over IP, Unified Messaging, IP Telephony, wireless telephone systems
• Data network design, Supply, programming and installation under its Hewlett Packard
Procurve Networking Specialist Accreditation
• Project management
• Facilities Management
• Provisioning of all Telstra Services
• Specialists in Call Centre, Business Process Improvement applications
• Telecommunications Billing consultancy.
Tele-IP has identified the opportunity to merge the Business with its existing network services
business and its Beam satellite communications division, to develop a totally integrated and
considerably expanded operation. This is the first phase in developing a national company that
will expand the proposed benefits of the Victorian integration across the whole of Australia. The
Business has existing national contracts in place, and the combined enterprise will have a large
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 6
potential for growth with the opportunity for expansion in account development and profitability
going forward.
Major synergies are expected to be exploited with the integration of the Business into Tele-IP
including staff efficiency, co-location, cross-selling, the benefits of high volume channels and the
capacity to bid for larger integration projects. Each business currently operates from separate
premises and manages similar processes, with different computer systems and like
administrative overheads. It is expected that a number of these, and other areas, will be
rationalised following the integration the Business into Tele-IP.
As voice and data convergence is increasingly adopted by the market, the merged entity will be
well positioned selling convergent products, intelligent PBX-based solutions using wireless and
Voice over IP products. This also opens up the opportunity to offer managed services,
supporting all communications technologies to customers with 3 – 5 year contracts, including
maintenance, billing analysis, leasing and insurance products with potential for a substantial
annuity revenue stream.
Completion of the Agreement with TSA is conditional upon:
• the Company completing a capital raising of up to $2,500,000 (Resolution 2 of this Notice of
Meeting); and
• shareholders approve the issue of shares in the Company with a nominal value of
$1,000,000 to TSA Communication Solutions Pty Ltd as part payment of the consideration for
the Business (Resolution 3 of this Notice of Meeting).
The Company may exercise its discretion to vary or waive any of the conditions to completion if
the Company is otherwise able to proceed to complete the acquisition of the Business.
Accordingly, Resolution 2 seeks approval to issue shares in the Company to raise $2,500,000.
2.2. Number of Shares to be issued
The Company will issue the number of shares necessary to raise up to $2,500,000. In
any event, the Directors have resolved that the maximum number of shares that will be
issued pursuant to this Resolution 2 is 100,000,000 shares.
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 7
3.1 Capital Structure
If the Company issues the maximum number of shares for which approval is sought to be
issued pursuant to Resolutions 2 and 3, the capital structure of the Company following
the issue will be as follows:
Number of shares currently on issue 609,726,509
Maximum number of shares that may be
issued pursuant to Resolution 2
100,000,000
Maximum number of shares that may be
issued pursuant to Resolution 3
40,000,000
Total number of shares that will be on issue
if the Company issues the maximum
number of shares for which approval is
sought to be issued pursuant to Resolutions
2 and 3
749,726,509
2.3. Date of Issue
The shares will be issued and allotted on or before 30 September 2006.
2.4. Issue Price
The Directors will seek to negotiate the most favourable terms possible in respect of the
issue price. In any event, the issue price will be at least 80% of the average market price
of the Company’s shares over the last 5 days in which sales in the Company’s shares are
recorded before the date of an issue. In any event, the Directors have resolved that the
maximum number of shares that will be issued pursuant to this Resolution 2 is
100,000,000.
During the 3 month period prior to the date of this notice of meeting, the highest trading
price of shares in the Company was $0.049 on 1 March 2006 and the lowest trading
price of shares in the Company was $0.023 on 28 April 2006. On 31 May 2006, trading
in the shares in the Company closed at a price of $0.027.
2.5. Allottees
The allottees will be either professional or sophisticated investors or will be allottees to
whom offers have been made via a financial services licensee.
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 8
2.6. Terms of securities
The securities issued will be ordinary shares in the Company. On and from the allotment
date the shares issued will rank equally in all respects with the Company’s existing fully
paid ordinary shares.
2.7. Intended Use of Funds Raised
The funds raised will be used as part payment of the purchase price of the Business and
to provide ongoing working capital, including working capital for costs in respect of the
integration of the business with Tele-IP’s existing operations.
2.8. Allotment date
If this resolution is approved, the shares will be allotted progressively until the maximum
amount of $2,500,000 is raised. The shares will be allotted on or before the date that is 3
months following the date of shareholder approval.
2.9. Listing Rule 7.1
Subject to a number of exceptions, ASX Listing Rule 7.1 limits the number of securities
that the Company may issue without shareholder approval in any 12 month period to
15% of its issued securities.
Shareholders are being asked to approve the issue to raise up to $2,500,000 in
accordance with Listing Rule 7.1.
2.10. Recommendation
The Board recommends that shareholders approve the issue of shares proposed in this
resolution.
2.11. Voting Exclusion Statement
The Company will disregard any votes cast on the resolution by:
• a person who may participate in the proposed issue and a person who might
obtain a benefit, except a benefit solely in the capacity of a holder of ordinary
securities, if the resolution is passed; and
• an associate of a person who may participate in the proposed issue and an
associate of a person who might obtain a benefit, except a benefit solely in the
capacity of a holder of ordinary securities, if the resolution is passed.
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 9
However the Company need not disregard a vote if:
• 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
• it is cast by the person chairing the meeting as a proxy for the person who is
entitled to vote, in accordance with the directions on the proxy form to vote as the
proxy decides.
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 10
RESOLUTION 3 – ISSUE OF SHARES TO TSA COMMUNICATION SOLUTIONS PTY LTD
As detailed in Part 2.1 of this Explanatory Memorandum, completion of the Agreement for Sale of
Business with TSA is conditional upon:
• the Company completing a capital raising of up to $2,500,000 (Resolution 2 of this Notice of
Meeting); and
• shareholders approve the issue of shares in the Company with a nominal value of
$1,000,000 to TSA Communication Solutions Pty Ltd as consideration for the Business
(Resolution 3 of this Notice of Meeting).
The Company may exercise its discretion to vary or waive any of the conditions to completion if
the Company is otherwise able to complete the acquisition of the Business.
Accordingly, Resolution 3 seeks approval to the issue of shares in the Company with a nominal
value of $1,000,000 to TSA Communication Solutions Pty Ltd.
3.2 Number of Shares to be issued
The Company intends to issue sufficient shares such that the nominal value of the shares
issued will be $1,000,000. In any event, the Directors have resolved that the maximum
number of shares that will be issued pursuant to this Resolution 3 is 40,000,000 shares.
3.3 Capital Structure
If the Company issues the maximum number of shares for which approval is sought to be
issued pursuant to Resolutions 2 and 3, the capital structure of the Company following
the issue will be as follows:
Number of shares currently on issue 609,726,509
Maximum number of shares that may be
issued pursuant to Resolution 2
100,000,000
Maximum number of shares that may be
issued pursuant to Resolution 3
40,000,000
Total number of shares that will be on issue
if the Company issues the maximum
number of shares for which approval is
sought to be issued pursuant to Resolutions
2 and 3
749,726,509
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 11
3.4 Date of Issue
The latest date for issue of the shares will be 3 months from the date Shareholder
approval is obtained. The shares will be issued on the Completion Date of the
acquisition of the Business, which, subject to satisfaction of the completion conditions, is
scheduled for 30 June 2006.
3.5 Issue Price
The issue price will be 80% of the average market price of the Company’s shares over
the last 5 days in which sales in the Company’s shares are recorded before the date of
the issue. In any event, the Directors have resolved that the maximum number of shares
that will be issued pursuant to this Resolution 3 is 40,000,000.
During the 3 month period prior to the date of this notice of meeting, the highest trading
price of shares in the Company was $0.049 on 1 March 2006 and the lowest trading
price of shares in the Company was $0.023 on 28 April 2006. On 31 May 2006, trading
in the shares in the Company closed at a price of $0.027.
3.6 Allottee
The allottee will be TSA Communication Solutions Pty Ltd or its nominee.
3.7 Terms of Securities
The securities issued will be ordinary shares in the Company. On and from the allotment
date the shares issued will rank equally in all respects with the Company’s then existing
fully paid ordinary shares
3.8 Issue is part payment for acquisition of the Business
The shares will be issued to TSA Communication Solutions Pty Ltd as part payment of
the consideration for the acquisition of the Business.
3.9 Allotment date
If this resolution is approved, it is anticipated the shares will be allotted on the Completion
Date for the acquisition of the Business, which is scheduled for 30 June 2006. The latest
date for issue of the shares will be 3 months from the date shareholder approval is
obtained.
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 12
3.10 Listing Rule 7.1
Subject to a number of exceptions, ASX Listing Rule 7.1 limits the number of securities
that the Company may issue without shareholder approval in any 12 month period to
15% of its issued securities.
Shareholders are being asked to approve the issue of shares described above for the
purpose of Listing Rule 7.1.
3.11 Recommendation
The Board recommends that shareholders approve the issue of shares proposed in this
Resolution.
3.12 Voting Exclusion Statement
The Company will disregard any votes cast on this Resolution 3 by:
• A person who may participate in the proposed issue and a person who might
obtain a benefit, except a benefit solely in the capacity of a holder of ordinary
securities, if the resolution is passed.
• An associate of a person who may participate in the proposed issue and an
associate of a person who might obtain a benefit, except a benefit solely in the
capacity of a holder of ordinary securities, if the resolution is passed.
However the Company need not disregard a vote if:
• 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
• It is cast by the person chairing the meeting as proxy for a person who is entitled
to vote, in accordance with the direction on the proxy form to vote as the proxy
decides.
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 13
GENERAL NOTES
General Notes
1. Voting by proxy
(a) A shareholder entitled to attend and vote at the annual general meeting may
appoint one proxy or, if the shareholder is entitled to cast two or more votes at
the meeting, two proxies to attend and vote instead of the shareholder.
(b) Where two proxies are appointed to attend and vote at the meeting, each proxy
may be appointed to represent a specified proportion or number of the
shareholder’s voting rights at the meeting.
(c) A proxy need not be a shareholder of the Company.
(d) A proxy form accompanies this notice. For the proxy form to be valid it must be
received together with the power of attorney or other authority (if any) under
which the form is signed, or a certified copy of that power or authority, not less
than 48 hours before the time for holding the general meeting, namely, by
9.30am on Wednesday 28 June 2006, at:
(i) the Company’s offices at Unit 2, 796 High Street, Kew East, Victoria,
3102
(ii) by facsimile (03) 8851 0388
(e) Unless a member specifically directs the proxy how to vote the proxy may vote as
they think fit or abstain from voting.
2. Voting Entitlement
A determination has been made by the Board of Directors of the Company in accordance with
Regulation 7.11.37 of the Corporations Act that those persons who are registered as the holders
of shares in the Company at 7.00pm on Wednesday 28 June 2006 will be taken to be the holders
of shares for the purposes of determining voting entitlements at the meeting.
3. Explanatory Memorandum
An explanatory memorandum accompanies this notice of meeting containing information about
the special business referred to in this notice of meeting.
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 14
TELE-IP LIMITED
ACN 010 568 804
Proxy Form
1. Appointment of proxy
I/We _______________________________________________________________________
of _______________________________________________________________________
Being a member/members of Tele-IP Limited hereby appoint:
_______________________________________________________________________
of _______________________________________________________________________
or failing him the Chairman of the Company as my/our proxy to attend and vote on my/our behalf
at the general meeting of Tele-IP Limited to be held at 9.30am on Friday 30 June 2006 and at
any adjournment thereof.
The proxy is authorised to exercise all/or the following proportion (__________) of my/our votes.
2. Voting Instruction
You may direct the person appointed as your proxy to vote for, against or abstain from voting for
any Resolution by placing an X in the appropriate box hereunder.
Business For Against Abstain
Resolution 1 Issue of Placement Shares: �� �� ��
Resolution 2 Issue of Shares to Raise up to $2,500,000:
�� �� ��
Resolution 3 Issue of Shares to TSA Communication Solutions Pty Ltd:
�� �� ��
If you do not wish to direct your proxy how to vote please place an X in the box hereunder. By
marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an
interest in the outcome of the resolution and votes cast by him other than as proxy holder will be
disregarded because of that interest.
The Chairman intends to vote in favour of each of the proposed resolutions. ��
NOTICE OF MEETING_MELBOURNE_254750_1_060601 Page 15
3. Execution of proxy form
Item 1 SIGNATURES
Item 2 INDIVIDUALS ONLY
………………………………………………
Holder 1
………………………………………………
Holder 2
……………………………………………...
Holder 3
Item 3 COMPANIES ONLY
………………………………………………….
Director/Secretary (Sole director/secretary?
�� Yes)
………………………………………………….
Director
COMMON SEAL (if any)
Notes:
1. For information on where and how to lodge this proxy form and the deadline for the
lodgement please refer to General Note 1 to the Notice of Meeting (“Voting by proxy”)
which accompanies this form.
2. If the shareholder is a company this proxy form may be executed with or without a
common seal. In either case, this form must be signed by 2 directors or a director and
company secretary or, if the same person is the sole director and the sole secretary of
the company, by that person who must tick or cross the “yes” box next to the question
above. Alternatively, an authorized officer or attorney may sign the form on behalf of the
company.