Announcement PDF BUXTON RESOURCES LIMITED ACN 125 049 550 NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM TIME: 12 noon (WST) DATE: 30 November 2015 PLACE: Steve’s Wine Cellar 30 The Avenue Nedlands, Western Australia This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters I this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6364 0899. 1 Notice of Meeting, Explanatory Statement and Proxy Form – November 2015 CONTENTS PAGE Notice of General Meeting (setting out the proposed resolutions) 3 Explanatory Statement (explaining the proposed resolutions) 11 Glossary 30 Proxy Form 37 TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE The Meeting of Shareholders to which this Notice of Meeting relates to will be held at 12 noon (WST) 30 November 2015 at: Steve’s Wine Cellar 30 The Avenue Nedlands, Western Australia YOUR VOTE IS IMPORTANT The business of the Meeting affects your shareholding and your vote is important. VOTING IN PERSON To vote in person, attend the Meeting on the date and at the place set out above. VOTING BY PROXY To vote by proxy, please complete and sign the enclosed proxy form and return by: (a) post to Buxton Resources Limited, PO Box 661, Nedlands, Western Australia 6909; or (b) facsimile to Buxton Resources Ltd on facsimile number (+61 8) 9467 6111; or (c) deliver to the Company's office at Suite 1, First Floor, 14-16 Rowland Street, Subiaco, Western Australia 6008; or (d) email to sam@buxtonresources.com.au so that it is received not later than 12 noon (WST) on 28 November 2015. Proxy forms received later than this time will be invalid. 2 Notice of Meeting, Explanatory Statement and Proxy Form – November 2015 BUXTON RESOURCES LIMITED ACN 125 049 550 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of the Shareholders of Buxton Resources Limited will be held at Steve’s Wine Cellar, 30 The Avenue, Nedlands, Western Australia on 30 November 2015 at 12 noon (WST) for the purpose of transacting the following business. The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice. AGENDA ORDINARY BUSINESS FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a nonbinding resolution: "That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2015." Short Explanation: The Company is required to put a resolution to adopt the remuneration report of the Company at each annual general meeting. This is an advisory resolution only and does not bind the Directors or the Company. Voting exclusion: A vote in respect of Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons (the "voter"): (a) a member of the key management personnel, details of whose remuneration are included in the remuneration report; or (b) a closely related party of such a member. However, the voter may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described in paragraphs (a) or (b) and either: (c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on Resolution 1; or (d) the voter is the chair of the meeting and the appointment of the chair as proxy: (i) does not specify the way the proxy is to vote on the resolution; and 3 Notice of Meeting, Explanatory Statement and Proxy Form – November 2015 (ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the entity. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – LIU XING ZHOU To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of article 6.3 of the Constitution and for all other proposes, Liu Xing Zhou, a Director who retires by rotation, and being eligible, is re-elected as a Director.” Short Explanation: Liu Xing Zhou is currently a Director and is presented for re-election in accordance with the rotation requirements of the Company's Constitution. RESOLUTION 3 – RATIFICATION OF SHARES ISSUED TO CONTRACTOR To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, for the purposes of Listing Rule 7.4 and for all other purposes, approval is given to the issue of 200,000 Shares to a contractor on the terms set out in the Explanatory Statement accompanying this Notice." Short Explanation: The Company seeks approval to ratify the Shares issued and refresh the Company's 15% placement capacity. Voting exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associate of those persons. However, the Company need not disregard a vote if it: (a) is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 4 - RATIFICATION OF PLACEMENT SHARES To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, for the purposes of Listing Rule 7.4 and for all other purposes, approval is given to the issue of 10,260,000 Shares to investors on the terms set out in the Explanatory Statement accompanying this Notice." Short Explanation: The Company seeks approval to ratify the Shares issued and refresh the Company's 15% placement capacity. Voting exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associate of those persons. However, the Company need not disregard a vote if it: (a) is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or 4 Notice of Meeting, Explanatory Statement and Proxy Form – November 2015 (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 5 – RATIFICATION OF SHARES ISSUED TO YALBRA PROJECT PASTORALIST To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, for the purposes of Listing Rule 7.4 and for all other purposes, approval is given to the issue of 50,000 Shares to the Yalbra Project pastoralist on the terms set out in the Explanatory Statement accompanying this Notice." Short Explanation: The Company seeks approval to ratify the Shares issued and refresh the Company's 15% placement capacity. Voting exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associate of those persons. However, the Company need not disregard a vote if it: (a) is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 6 – RATIFICATION OF SHARES ISSUED TO DOUBLE MAGIC VENDORS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, for the purposes of Listing Rule 7.4 and for all other purposes, approval is given to the issue of 177,800 Shares to the Double Magic vendors on the terms set out in the Explanatory Statement accompanying this Notice." Short Explanation: The Company seeks approval to ratify the Shares issued and refresh the Company's 15% placement capacity. Voting exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associate of those persons. However, the Company need not disregard a vote if it: (a) is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 7 – APPROVAL OF EMPLOYEE INCENTIVE SCHEME To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, for the purposes of Listing Rule 7.2 Exception 9(b) and for all other purposes Shareholders approve the issue of securities under the "Employee Incentive Plan" for a period of 3 years commencing on the date of this Meeting on the terms and conditions set out 5 Notice of Meeting, Explanatory Statement and Proxy Form – November 2015 in the Explanatory Statement." Short Explanation: The Company is seeking to rely on Listing Rule 7.2 exception 9(b) which provides that Listing Rules 7.1 and 7.1A do not apply to an issue of securities under an employee incentive scheme that has been approved by shareholders and the issue of securities is within 3 years from the date of shareholder approval. Voting exclusion: The Company will disregard any votes cast on this resolution by the Directors of the Company and any of their associates. However, the Company need not disregard a vote cast on this Resolution if: (a) it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Restriction on proxy voting by key management personnel or closely related parties: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) (b) the proxy is either: (i) a member of key management personnel; or (ii) a closely related party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (c) the proxy is the chair of the meeting; and (d) the appointment expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the entity. RESOLUTION 8 – ISSUE OF OPTIONS TO SEAMUS CORNELIUS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That for the purposes of Listing Rule 10.14 and section 208 of the Corporations Act, the Shareholders approve the issue of up to 1,200,000 Options at an exercise price of 12 cents and expiry date of 30 November 2019 to Mr Seamus Cornelius, a director of the Company, or his nominee(s) on the terms and conditions set out in the Explanatory Statement accompanying this Notice.” Short Explanation: The Company proposes to issue Options to Mr Cornelius, a Director, under the Employee Incentive Plan. Shareholder approval is required under the Listing Rules and the Corporations Act. Voting exclusion: The Company will disregard any votes cast on this Resolution by a director of the Company and any associate of a director. However, the Company need not disregard a vote cast on this Resolution if: (a) 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 (b) it is cast by the Chairperson as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides. 6 Notice of Meeting, Explanatory Statement and Proxy Form – November 2015 Restriction on proxy voting by key management personnel or closely related parties: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) (b) the proxy is either: (i) a member of key management personnel; or (ii) a closely related party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (c) the proxy is the chair of the meeting; and (d) the appointment expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the entity. RESOLUTION 9 – ISSUE OF OPTIONS TO ANTHONY MASLIN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That for the purposes of Listing Rule 10.14 and section 208 of the Corporations Act, the Shareholders approve the issue of up to 1,200,000 Options at an exercise price of 12 cents and expiry date of 30 November 2019 to Mr Anthony Maslin, a director of the Company, or his nominee(s) on the terms and conditions set out in the Explanatory Statement accompanying this Notice." Short Explanation: The Company proposes to issue Options to Mr Maslin, a Director, under the Employee Incentive Plan. Shareholder approval is required under the Listing Rules and the Corporations Act. Voting exclusion: The Company will disregard any votes cast on this Resolution by a director of the Company and any associate of a director. However, the Company need not disregard a vote cast on this Resolution if: (a) 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 (b) it is cast by the Chairperson as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides. Restriction on proxy voting by key management personnel or closely related parties: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) (b) the proxy is either: (i) a member of key management personnel; or (ii) a closely related party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (c) the proxy is the chair of the meeting; and (d) the appointment expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the entity. 7 Notice of Meeting, Explanatory Statement and Proxy Form – November 2015 RESOLUTION 10 – ISSUE OF OPTIONS TO LIU XING ZHOU To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, subject to the passing of Resolution 2, for the purposes of Listing Rule 10.14 and section 208 of the Corporations Act, the Shareholders approve the issue of up to 1,200,000 Options at an exercise price of 12 cents and expiry date of 30 November 2019 to Mr Liu, a director of the Company, or his nominee(s) on the terms and conditions set out in the Explanatory Statement accompanying this Notice." Short Explanation: The Company proposes to issue Options to Mr Liu, a Director, under the Employee Incentive Plan. Shareholder approval is required under the Listing Rules and the Corporations Act. Voting exclusion: The Company will disregard any votes cast on this Resolution by a director of the Company and any associate of a director. However, the Company need not disregard a vote cast on this Resolution if: (a) 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 (b) it is cast by the Chairperson as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides. Restriction on proxy voting by key management personnel or closely related parties: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) (b) the proxy is either: (i) a member of key management personnel; or (ii) a closely related party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (c) the proxy is the chair of the meeting; and (d) the appointment expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the entity. RESOLUTION 11 – ISSUE OF OPTIONS TO EAMON HANNON To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That for the purposes of Listing Rule 7.1 and for all other purposes, the Shareholders approve the issue of up to 2,000,000 Options to Mr Hannon, the chief executive officer of the Company, or his nominee(s) on the terms and conditions set out in the Explanatory Statement accompanying this Notice." Short Explanation: The Company proposes to issue Options to Mr Hannon so that their issue will not reduce the Company's placement capacity. Voting exclusion: The Company will disregard any votes cast on this 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 any of their associates. However, the Company need not disregard a vote cast on this Resolution if: 8 Notice of Meeting, Explanatory Statement and Proxy Form – November 2015 (a) 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 (b) it is cast by the Chairperson as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides. RESOLUTION 12 – APPROVAL OF ADDITIONAL PLACEMENT CAPACITY To consider, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: "That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice." Short Explanation: Listing Rule 7.1A permits eligible entities to obtain shareholder approval to issue an additional 10% of the entities' issued ordinary securities during a 12 month period. Shareholder approval must be given by a special resolution (at least 75% approval) at an annual general meeting. Voting exclusion: The Company will disregard any votes cast on this 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 Shareholder, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote cast on this Resolution if: (a) 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 (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. RESOLUTION 13 – APPROVAL OF PROPORTIONAL TAKEOVER PROVISIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: "That, for the purpose of Sections 136(2) and 648D of the Corporations Act and for all other purposes, Shareholders approve the amendment of the Constitution of the Company by replacing the current Schedule 5 of the Constitution with the Schedule containing Proportional Takeover Provisions as set out in Annexure 3 of this Notice." Short Explanation: It is intended to insert the " Approval Required for Proportional Takeover" (as set out in Annexure 3 to this Notice) as a new Schedule 5 to the Constitution. Under the Corporations Act, a company may include provisions in its constitution to enable it to refuse to register shares acquired under a proportional takeover bid unless a resolution approving the bid is passed by the Shareholders. Where the approval of Shareholders is sought to include proportional takeover provisions in a constitution, the Corporations Act requires the Company to provide Shareholders with an explanation of the proposed proportional takeover approval provisions. That information is set out in the Explanatory Statement so that Shareholders may make an informed decision on whether to support or oppose the Resolution. 9 Notice of Meeting, Explanatory Statement and Proxy Form – November 2015 By order of the Board Sam Wright Company Secretary 22 October 2015 VOTING AND PROXIES 1. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company. 2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the 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 a direction on the proxy form to vote as the proxy decides. 3. In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 28 November 2015 at 12 noon (WST). 4. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form. 10 Notice of Meeting, Explanatory Statement and Proxy Form – November 2015 BUXTON RESOURCES LIMITED ACN 125 049 550 EXPLANATORY STATEMENT This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in this Notice. The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions. 1. FINANCIAL STATEMENTS AND REPORTS In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report. In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.buxtonresources.com.au. Shareholders will be offered the following opportunities: (a) discuss the Annual Financial Report for the financial period ended 30 June 2015; (b) ask questions and make comment on the management of the Company; and (c) ask the auditor questions about the conduct of the audit, preparation and content of the auditor's report, the accounting policies adopted by the Company and the independence of the auditor. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1 General The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the Remuneration Report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2015. A reasonable opportunity will be provided for questions about or comments on the Remuneration Report at the Annual General Meeting. 11 Notice of Meeting, Explanatory Statement and Proxy Form – November 2015 2.2 Voting consequences Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a "Spill Resolution") that another general meeting be held within 90 days at which all of the Directors (other than the Managing Director) must go up for re-election. 2.3 Previous voting results At the Company's previous annual general meeting, the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting. 2.4 Proxy restrictions If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 (Remuneration Report) by marking either "For", "Against" or "Abstain" on the Proxy Form for Resolution 1. If you appoint a member of the key management personnel whose remuneration details are included in the Remuneration Report (who is not the Chairman) or a closely related party of that member as your proxy, and you do not direct that person on how to vote on this Resolution 1, the proxy cannot exercise your vote and your vote will not be counted in relation to this Resolution 1. The Chairman intends to vote all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the proxy form you are giving express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention. Key management personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s key management personnel for the financial year to 30 June 2015. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control. 3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – LIU XING ZHOU Article 6.3 of the Constitution requires that where the Company has 3 or more Directors, onethird (rounded down to the nearest whole number) must retire at each annual general meeting. Additionally, each of the Constitution and Listing Rule 14.4 provide that a Director must retire from office no later than the longer of the third annual general meeting of the Company or 3 years following that Director's last election or appointment. The retirement rules do not apply to a managing director. Mr Liu was appointed as a Director by the Board on 12 September 2012 and was elected a Director on 23 November 2012 at the 2012 annual general meeting. Mr Liu retires by rotation in accordance with the Constitution, and being eligible, offers himself for re-election as a Director. Mr Liu is a non-executive Director of the Company. Details of the qualifications and expertise of Mr Liu are set out in the 2015 Annual Report of the Company. The Directors recommend the re-election of Mr Liu as a Director. 12 Notice of Meeting, Explanatory Statement and Proxy Form – November 2015 4. RESOLUTION 3 - RATIFICATION OF SHARES ISSUED TO CONTACTOR Resolution 3 seeks Shareholder approval in relation to the issue of 200,000 Shares issued to a contractor for earthmoving services on 29 July 2015. Listing Rule 7.1 provides, subject to certain exceptions, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the company’s shares then on issue without the approval of shareholders. The Shares issued the subject of this Resolution were issued within the Company’s 15% placement capacity. Listing Rule 7.4 provides that an issue of securities made without the approval under Listing Rule 7.1 is treated as having been made with approval if the issue of securities did not breach Listing Rule 7.1 (that is, the issue was within the Company’s 15% capacity) and shareholders subsequently approve it. The Company now seeks Shareholder approval to ratify the Shares issued and refresh the Company’s 15% capacity. In accordance with Listing Rule 7.5, the followin