Resolution - Disapplication of preemption rights - non-pre-emptive share issues (any purpose)

Question 1

CA provisions

Answer 1

s. 561 - Existing SHs ordinarily have a right of pre- emption

S. 570(1) CA – Disapplication of pre-emption rights by SR

Question 2

PEG?

Answer 2

PEG statement of Principals 2A(3): company may seek authority for general disapplication of pre-emption rights of no more than 5% of its ISC.

PEG statement of Principals 2A(4): duration criteria: should last no longer than 15 months or until next AGM, whichever is shorter.

PEG statement of Principals 2B(1): for ‘general’ authority, a company must not exercise disapplication over more than 7.5% of its issued share capital other than to existing SH during any “rolling” three year period.

Question 3

LR

Answer 3

LR 13.8.2R – disapplying pre-emption rights must
include statement of:

• Maximum amount
  of shares which disapplication covers
• If general disapplication
  otherwise than to existing SH in proportion to existing holdings, % which amount generally disapplied represents OSC