rejection of s249d notice

As anticipated, I have just received an email attaching the following letter from CTP rejecting the s249.

I repoduce it for your assistance.

The matters set out

Dear Sir

PURPORED SECTION 249D NOTICE


We refer to your facsimile received by Central Petroleum Limited (Company) on 2 April 2012 purportedly attaching a notice signed by 42 shareholders of the Company requesting the Directors of the Company to convene a meeting of shareholders to consider a number of resolutions seeking to remove three of the existing Directors and replacing them with three new Directors pursuant to Section 249D of the Corporations Act 2001 (Cth) (Corporations Act).

The Directors (excluding John Heugh due to his involvement in the purported requisition) have now had a chance to consider the content of the facsimile and are of the view that there are sufficient irregularities and uncertainties in the purported requisition as to render it invalid
for the purposes of convening a meeting of shareholders under Section 249D of the Corporations Act.


The said Directors have noted that:

(a) the 42 signed pages sent in your facsimile do not reference the request or the resolutions that were outlined in the document entitled ‘Request for calling of general
meeting by members pursuant to CORPORATIONS ACT 2001 – s249D(1) (The Act)’ (Request) in your facsimile;

(b) the differences in the page numbering of the Request
(which contains pages numbered “1” and “2”) and the 42 signed pages (which are numbered page “6”) is
suggestive that they were not a part of the same document; and

(c) various of the 42 signed pages have facsimile header stamps which refer to additional pages being faxed, but which have not been provided to the Company and
which the Company should obtain,and therefore the said Directors cannot objectively determine, on the basis of what has been delivered to the Company, that the 42 shareholders purporting to request and support the
resolutions outlined in your Request actually intended to support the particular Request included in your 2 April 2012 facsimile.

Accordingly, the said Directors do not consider that the notice in your facsimile complies with Section 249D of the Corporations Act and therefore do not intend to undertake any action to convene a general meeting of shareholders based on the documents sent to the Company on 2 April 2012.

Yours faithfully

Central Petroleum Limited

For the assistance of Hot Copper readers, I reproduce the relevant section of the Act.

CORPORATIONS ACT 2001 - SECT 249D

Calling of general meeting by directors when requested by members

(1) The directors of a company must call and arrange to hold a general meeting on the request of:

(a) members with at least 5% of the votes that may be cast at the general meeting; or

(b) at least 100 members who are entitled to vote at the general meeting.

(1A) The regulations may prescribe a different number of members for the purposes of the application of paragraph

(1)(b) to:

(a) a particular company; or

(b) a particular class of company.

Without limiting this, the regulations may specify the number as a percentage of the total number of members of the company.

(2) The request must:

(a) be in writing; and

(b) state any resolution to be proposed at the
meeting; and

(c) be signed by the members making the request; and

(d) be given to the company.

(3) Separate copies of a document setting out the request may be used for signing by members if the wording of the request is identical in each copy.

(4) The percentage of votes that members have is to be worked out as at the midnight before the request is given to the company.

(5) The directors must call the meeting within 21 days after the request is given to the company. The meeting is to be held not later than 2 months after the request is given to the company.

I leave it to readers to deteremine,if they believe that I have complied with the requirments of s249D (2)

It will not stop here, I can assure all.

CB