Sort answer is yes, same rules apply.
There was two options, with the minimum requirements to call a meeting:
- Members with a minimum of 5% of the votes (5% of share on issue) current SOI 1,182,846,577, 5% = 59,142,328 required.
** The Corporations Legislation Amendment Act amended the Corporations Act s249D and removed the 100 member rule.
To what end would the shareholders call an EGM, given that we could no doubt get the required 5%?
The Substantial Holder notice (still active) would suffice for the purpose of having the 5%, but Section 6 (associates) of the notice is clear in the nature of the association is for the purpose of controlling or influencing the composition of FFX's Board of Directors.
~ Meaning that it would be still applicable if our intent was to replace the Board, all of the other documentation (s203D, s249D & s249F) would need to be resubmitted.
The above (replace the Board) is not an option because; with what we currently have;
- not all the associated members on the Substantial Holder notice have responded to recent emails or have been contactable
- means we would have to go through the whole process of getting a new group of associated members - approximately 4 weeks from initial contact to getting signatures on the s603 (circa 14 September)
- filing of documents, the timing of the other documents to be signed, etc - another minimum 2 - 4 weeks - (circa 30th September - 14 October)
- issuing the s249D, the Company (once it accepts the s249D) needs to call a meeting within 21 days - (circa 21 October - 14 November)
- the meeting has to be held within 8 weeks - (circa 21 December - 14 January)
** Timelines are an estimate and it doesn't take into consideration if there are any complications.
- Legal firm availability
- Cost, I will suggest given that we have a lot of the previous unknown ground work under our belt, the cost would be substantially less.
The there is the cost of holding the meeting that is borne by the shareholders unless waived by the Company.
Finally, shareholders cannot propose any resolutions to return / distribute the capital / assets (in any form) of the Company.
The Corporations Act doesn't have exclusions to what resolutions shareholders can propose, nonetheless, a NSW Supreme Court ruling handed down in the case of Molopo Energy Limited (Company) versus Keybridge Capital Limited (Requisitioning Member) held the Company was not required to convene a meeting for shareholders to vote on the resolutions proposed.Justice White made several important findings that could impact the strategies of shareholder activists both seeking to effect a capital reduction and more generally.~ A Company's power to undertake a capital reduction under s256B of the Corporations Act is vested in the directors, with the function of the shareholders to approve a decision of the directors.The shareholder group previously had resolutions drafted to effect return of capital and distribution of LLL shares, but the lawyer advised that the only way we could proceed would be through the courts, it was the lawyer that shared the NSW Supreme Court ruling.
cheers
