Addendum to the Notice of Meeting/proxy form
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THE AGENCY GROUP AUSTRALIA LTD
ACN 118 913 232
ADDENDUM TO NOTICE OF MEETING
The Agency Group Australia Ltd (ACN 118 913 232) (Company), hereby gives notice to
shareholders of the Company that, in relation to the Notice of General Meeting dated 15
October 2018 (Notice of Meeting) in respect of a general meeting of Shareholders to be
held at 10.00am (WST) on Thursday, 15 November 2018 at 68 Milligan Street, Perth
(Meeting), the Directors have determined to amend and supplement the information
contained in the Notice of Meeting provided to Shareholders by this addendum to the
Notice of Meeting (Addendum) for the purposes set out below.
Definitions in the Notice of Meeting have the same meaning in this Addendum. In the
event of any inconsistency the definitions used in this Addendum prevail.
This Addendum is supplemental to the original Notice of Meeting and should be read in
conjunction with the original Notice of Meeting.
Adjournment of Meeting
For the reasons set out below and elsewhere in this Addendum, the Company proposes to
adjourn the Meeting to 9.00 am (WST) on Wednesday, 28 November 2018 at 68 Milligan
Street, Perth (Adjourned Meeting) in order for Shareholders to have adequate time to
consider the supplemental information before voting on the Resolution (as amended).
Background
The pro-forma statement of financial position of the Company that is included in Schedule
1 of the Notice of Meeting is based on the unaudited financial position of the Company
on 30 April 2018.
Since the issuing of the Notice of Meeting, the Directors have determined that in order to
provide a more accurate background to the Acquisition, the Shareholders should receive
a more up-to-date financial position of the Company and the effect of the Acquisition on
the Company. In order to achieve this, the Company has prepared an updated pro forma
balance sheet using the audited financial position of the Company as at 31 August 2018.
The Independent Expert, Nexia Perth Corporate Finance Pty Ltd, has confirmed that no
changes are required to the Independent Expert’s Report as a consequence of the
updated pro-forma statement of financial position.
As a result of this proposed change the Directors have determined to amend and
supplement the information contained in the Notice of Meeting provided to Shareholders
by this Addendum. As a result of the adjournment of the Meeting, the indicative timetable
for the Consolidation has been amended, as has the anticipated timetable for the key
business the subject of the Resolutions.
Proxy Forms
The Company confirms that there have been no changes to the Proxy Form previously
dispatched to Shareholders and this Proxy Form is annexed to this Addendum to the Notice
of Meeting. Shareholders are advised that:
• If you have already completed and returned the Proxy Form which was annexed to
the original Notice of Meeting and you wish to change your vote, you must complete
and return the Proxy Form annexed to this Addendum to the Notice of Meeting.
2940-10/2060649_4 1
• If you have already completed and returned the Proxy Form which was annexed to
the original Notice of Meeting and you do not wish to change your vote, you do not
need to take any action as the earlier submitted Proxy Form will be accepted by the
Company unless you submit a new Proxy Form.
• If you have not yet completed and returned a Proxy Form and you wish to vote on
the Resolutions in the Notice of Meeting, please complete and return the Proxy Form
annexed to this Addendum to the Notice of Meeting.
To vote in person, please attend the Meeting at the time, date and place set out above.
By this Addendum to the Notice of Meeting, the Notice of Meeting and the Explanatory
Statement to the Notice of Meeting are amended and supplemented by the information
set out in this Addendum to the Notice of Meeting.
2940-10/2060649_4 2
SUPPLEMENTARY EXPLANATORY MEMORANDUM
The indicative timetable for completion of the Consolidation that is found in Section 1.5 of
the Explanatory Statement is deleted and replaced by the following:
Event Date
Company announces consolidation and sends Wednesday, 17 October 2018
out Notice of Meeting.
Company tells ASX that Shareholders have Wednesday, 28 November 2018
approved the consolidation.
Last day for trading shares on a pre- consolidation Thursday, 29 November 2018
basis
Trading commences in the post- consolidation Friday, 30 November 2018
Shares on a deferred settlement basis
Last day for registration of transfers of Shares on a Monday, 3 December 2018
pre-consolidation basis
First day for the Company to send notice to Tuesday, 4 December 2018
Shareholders of change of holdings as a result of
the consolidation
Deferred settlement trading ends Monday, 10 December 2018
Last day for the Company to register Shares on a Monday, 10 December 2018
post- consolidation basis
Last day for the Company to send notice to Monday, 10 December 2018
shareholders of change of holdings as a result of
the consolidation
Normal settlement trading (T+2) in the Company’s Tuesday, 11 December 2018
Shares recommences
The anticipated timetable for the key business the subject of the Resolutions that is found
in Section 2.8 of the Explanatory Statement is deleted and replaced by the following:
Event Indicative Timing*
Dispatch of Notice of Meeting 17 October 2018
General Meeting of Shareholders 28 November 2018
ASX notified whether Shareholders’ approval has
been granted for the Resolutions
Capital Raising completed 12 December 2018
Subject to Directors’ satisfaction that the 17 December 2018
conditions precedent in Amended and Restated
Option Agreement are satisfied (or waived in
accordance with its terms), Settlement, of the
Acquisition including issue of the Shares
contemplated by this Notice
Commencement of trading of Shares on ASX 18 December 2018
*The Directors reserve the right to change the above indicative timetable without requiring any disclosure to
Shareholders or Option holders.
2940-10/2060649_4 3
Stuart Usher
Company Secretary
Dated: 13 November 2018
BY ORDER OF THE BOARD
Enquiries
Shareholders are requested to contact the Company Secretary on +61 8 6380 2555 if they
have any queries in respect of the matters set out in these documents.
2940-10/2060649_4 4
ANNEXURE – REPLACEMENT SCHEDULE 1
Schedule 1 – Pro Forma Statement of Financial Position
Un-Audited Pro forma
31-Aug 31-Aug
2018 2018
$ S
Current Assets
Cash and cash equivalents 853,278 6,387,941
Trade and other receivables 3,423,825 6,353,700
Current tax asset 191,102 214,774
Total Current Assets 4,468,205 12,956,415
Non Current Assets
Property, Plant and Equipment 670,607 3,078,063
Intangible Assets 4,462,505 31,877,280
Deferred tax - 3,610,916
Financial Assets 408,182 528,653
Total Non Current Assets 5,541,294 39,094,912
Total Assets 10,009,499 52,051,327
Current Liabilities
Trade and Other Payables 8,243,557 11,807,514
Borrowings 1,100,000 250,000
Provisions 354,420 767,420
Total Current Liabilities 9,697,977 12,824,934
Non Current Liabilities
Borrowings - 17,639,350
Lease incentives - 779,279
Trade and other creditors - 396,146
Deferred tax liabilities 188,220 350,464
Provisions 63,940 542,381
Total Non Current Liabilities 252,160 19,707,620
Total Liabilities 9,950,137 32,532,554
Net Assets/(Liabilities) 59,362 19,518,773
Equity
Contributed Equity 11,480,382 30,928,382
Reserves 566,430 566,430
Accumulated Losses (11,987,450) (11,976,039)
Total Equity/(Net Deficiency) 59,362 19,518,773
The unaudited balance sheet as at 31 August 2018 and the unaudited pro-forma balance
sheet as at 31 August 2018 shown above have been prepared on the basis of the
accounting policies normally adopted by the Company and reflect the changes to its
financial position.
The pro-forma balance sheet has been prepared assuming no Options are exercised prior
to the date of this meeting and including expenses of the Offers.
2940-10/2060649_4 5
The pro-forma balance sheet has been prepared to provide shareholders with information
on the assets and liabilities of the Company and pro-forma assets and liabilities of the
Company as noted below. The historical and pro-forma financial information is presented
in an abbreviated form, insofar as it does not include all of the disclosures required by
Australian Accounting Standards applicable to annual financial statements.
The pro-forma balance sheet does not include a revaluation of the Intangible Assets.
The pro-forma balance sheet shows the effect of the acquisition of Top Level Real Estate
Pty Ltd and Vicus Residential Pty Ltd.
The Independent Expert, Nexia Perth Corporate Finance Pty Ltd, has confirmed that no
changes are required to the Independent Expert’s Report as a consequence of the
updated pro-forma statement of financial position.
2940-10/2060649_4 6
LODGE YOUR VOTE ONLINE
ONLINE VOTE
www.advancedshare.com.au/investor-login
MOBILE DEVICE VOTE
Lodge your proxy by scanning the QR code below, and enter
your registered postcode.
It is a fast, convenient and a secure way to lodge your vote.
2018 GENERAL MEETING PROXY FORM
I/We being shareholder(s) of The Agency Group Australia Ltd and entitled to attend and vote hereby:
APPOINT A PROXY
The Chairman of PLEASE NOTE: If you leave the section blank, the
the meeting OR Chairman of the Meeting will be your proxy.
STEP 1
or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) are named, the Chairman of the Meeting, as
my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions
have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held at 68 Milligan
Street, PERTH WA 6000 on 28 November 2018 at 9.00am (WST) and at any adjournment or postponement of that Meeting.
CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES:
The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting
intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.
VOTING DIRECTIONS
Agenda Items For Against Abstain*
1 Consolidation of Capital ◼ ◼ ◼
2 Change to Nature and Scale of Activities ◼ ◼ ◼
3 Approval to Issue Consideration Shares to Majority Shareholders of Top Level Real Estate Pty Ltd ◼ ◼ ◼
4 Issue of Consideration Shares to Minority Shareholders of Top Level Real Estate Pty Ltd ◼ ◼ ◼
5 Issue of Shares upon Conversion of Top Level Loans – Unrelated Parties ◼ ◼ ◼
6 ◼ ◼ ◼
STEP 2
Issue of Shares upon Conversion of Top Level Loans– Related Party – John Kolenda
7 Issue of Shares – Capital Raising ◼ ◼ ◼
8 Issue of Shares to Related Party – John Kolenda – Participation in Capital Raising ◼ ◼ ◼
9 Issue of Shares to Lead Manager ◼ ◼ ◼
10 Election of Director – Matthew Lahood ◼ ◼ ◼
11 Issue of Shares to Related Party – Paul Niardone ◼ ◼ ◼
12 Issue of Options to Related Party – Adam Davey ◼ ◼ ◼
13 Acquisition of Vicus Residential Pty Ltd ◼ ◼ ◼
14 Issue of Shares for Acquisition of Vicus Residential Pty Ltd ◼ ◼ ◼
* and
If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll
your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
STEP 3
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, all the shareholder should sign. If signed by the shareholder’s attorney, the power
of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must
be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
Email Address
Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend
remittance, and selected announcements.
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU.
THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.
CHANGE OF ADDRESS CORPORATE REPRESENTATIVES
This form shows your address as it appears on Company’s share register. If this If a representative of a nominated corporation is to attend the meeting the
information is incorrect, please make the correction on the form. Shareholders appropriate “Certificate of Appointment of Corporate Representative” should
sponsored by a broker should advise their broker of any changes. be produced prior to admission in accordance with the Notice of Meeting. A
Corporate Representative Form may be obtained from Advanced Share
Registry.
APPOINTMENT OF A PROXY
If you wish to appoint the Chairman as your proxy, mark the box in Step 1. If
SIGNING INSTRUCTIONS ON THE PROXY FORM
you wish to appoint someone other than the Chairman, please write that
person’s name in the box in Step 1. A proxy need not be a shareholder of the Individual:
Company. A proxy may be an individual or a body corporate. Where the holding is in one name, the security holder must sign.
Joint Holding:
Where the holding is in more than one name, all of the security holders should
DEFAULT TO THE CHAIRMAN OF THE MEETING sign.
If you leave Step 1 blank, or if your appointed proxy does not attend the Power of Attorney:
Meeting, then the proxy appointment will automatically default to the If you have not already lodged the Power of Attorney with Advanced Share
Chairman of the Meeting. Registry, please attach the original or a certified photocopy of the Power of
Attorney to this form when you return it.
Companies:
VOTING DIRECTIONS – PROXY APPOINTMENT Where the company has a Sole Director who is also the Sole Company
You may direct your proxy on how to vote by placing a mark in one of the boxes Secretary, this form must be signed by that person. If the company (pursuant
opposite each item of business. All your shares will be voted in accordance with to section 204A of the Corporations Act 2001) does not have a Company
such a direction unless you indicate only a portion of voting rights are to be Secretary, a Sole Director can sign alone. Otherwise this form must be signed
voted on any item by inserting the percentage or number of shares you wish to by a Director jointly with either another Director or a Company Secretary.
vote in the appropriate box or boxes. If you do not mark any of the boxes on a Please sign in the appropriate place to indicate the office held.
given item, your proxy may vote as they choose to the extent they are
permitted by law. If you mark more than one box on an item, your vote on that LODGE YOUR PROXY FORM
item will be invalid.
This Proxy Form (and any power of attorney under which it is
signed) must be received at an address given below by 9.00am
PLEASE NOTE: If you appoint the Chairman as your proxy (or if he is (WST) on 26 November 2018, being not later than 48 hours before
the commencement of the Meeting. Proxy Forms received after
appointed by default) but do not direct him how to vote on an item (that is, you
that time will not be valid for the scheduled meeting.
do not complete any of the boxes “For”, “Against” or “Abstain” opposite that
item), the Chairman may vote as he sees fit on that item.
ONLINE PROXY APPOINTMENT
www.advancedshare.com.au/investor-login
APPOINTMENT OF A SECOND PROXY
BY MAIL
You are entitled to appoint up to two persons as proxies to attend the meeting Advanced Share Registry Limited
and vote on a poll. If you wish to appoint a second proxy, an additional Proxy 110 Stirling Hwy, Nedlands WA 6009; or
Form may be obtained by telephoning Advanced Share Registry Limited or you PO Box 1156, Nedlands WA 6909
may copy this form and return them both together.
To appoint a second proxy you must: BY FAX
+61 8 9262 3723
(a) On each Proxy Form state the percentage of your voting rights or number
of shares applicable to that form. If the appointments do not specify the
percentage or number of votes that each proxy may exercise, each proxy
BY EMAIL
admin@advancedshare.com.au
may exercise half your votes. Fractions of votes will be disregarded; and
(b) Return both forms together. IN PERSON
Advanced Share Registry Limited
110 Stirling Hwy, Nedlands WA 6009
ALL ENQUIRIES TO
Telephone: +61 8 9389 8033