Replacement of Constitution
Released
Released
Announcement PDF
ASX ANNOUNCEMENT
30 April 2020
Company Announcements Office
Australian Securities Exchange
20 Bridge Street
SYDNEY NSW 2000
REPLACEMENT OF CONSTITUTION
Impact Minerals Limited (“Impact” or “the Company”) (ASX: IPT) advises that following approval
of a special resolution by Shareholders of the Company at the General Meeting held on 30 April
2020, the Constitution of the Company has been replaced.
In accordance with Listing Rule 15.4.2, attached is a copy of the new Constitution of Impact.
Bernard Crawford
Company Secretary
T
A
E
W
ABN
+61 (8) 6454 6666
F
+61 (8) 6454 6667
26 Richardson Street West Perth Western Australia 6005
info@impactminerals.com.au
impactminerals.com.au
52 119 062 261
Constitution
of
IMPACT MINERALS LIMITED
ACN 119 062 261
Adopted by Special Resolution on 30 April 2020
Table of Contents
Clause
Page No
1.
Definitions and interpretation ....................................................... 1
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
Definitions ......................................................................................... 1
Interpretation ..................................................................................... 2
Corporations Act interpretation ................................................................ 3
Listing Rules interpretation ..................................................................... 3
Replaceable rules not to apply ................................................................. 3
Currency ........................................................................................... 3
Nature of the Company.......................................................................... 4
Application of Listing Rules ..................................................................... 4
2.
Share capital ............................................................................ 4
2.1
2.2
2.3
2.4
2.5
2.6
2.7
Directors to issue shares ........................................................................ 4
Preference shares ................................................................................ 5
Class meetings .................................................................................... 5
Non-recognition of interests .................................................................... 6
Joint holders of shares .......................................................................... 6
Restricted Securities ............................................................................. 6
Less than marketable parcels of Shares ...................................................... 6
3.
Liens, calls and forfeiture ............................................................ 7
4.
Transfer of shares ...................................................................... 7
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
Forms of instrument of transfer................................................................ 7
Execution and delivery of transfer ............................................................ 7
Effect of registration ............................................................................ 7
Company to register forms without charge................................................... 7
Power to refuse to register ..................................................................... 7
Obligation to refuse to register ................................................................ 8
Written notice to security holder of holding lock or refusal ............................... 8
Company to retain instrument of transfer .................................................... 8
Proportional Takeover Bid Approval ........................................................... 8
Transmission of shares........................................................................... 8
5.
General meetings ....................................................................... 8
5.1
5.2
5.3
5.4
5.5
Annual general meeting ......................................................................... 8
Convening a general meeting................................................................... 8
Cancellation or postponement of a meeting ................................................. 9
Non-receipt of or defective notice ...........................................................10
Proxy, attorney or Representative appointments ..........................................10
6.
Proceedings at general meetings ...................................................11
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
6.11
Membership at a specified time...............................................................11
Quorum ...........................................................................................11
Adjourned meetings ............................................................................12
Chair of general meeting .......................................................................12
Conduct of general meetings ..................................................................13
Resolutions .......................................................................................14
Poll ................................................................................................14
Entitlement to vote .............................................................................14
Voting on a poll for partly paid shares .......................................................15
Fractions disregarded for a poll ...............................................................15
Joint shareholders' vote ........................................................................15
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Constitution – Impact Minerals Limited – 30 April 2020
Table of Contents
Clause
Page No
6.12
6.13
6.14
6.15
6.16
6.17
Effect of unpaid call ............................................................................15
Validity of vote in certain circumstances ....................................................16
Objection to voting qualification .............................................................16
Direct voting .....................................................................................16
Treatment of direct votes .....................................................................16
Multiple votes ....................................................................................17
7.
Directors ................................................................................17
7.1
7.2
7.3
7.4
7.5
7.6
7.7
7.8
7.9
7.10
7.11
7.12
7.13
7.14
Number of Directors ............................................................................17
Retirement and election of Directors ........................................................17
Office held until conclusion of meeting......................................................18
Director elected at general meeting .........................................................18
Eligibility for election as Director ............................................................18
Casual vacancy or additional Director........................................................18
Alternate Directors..............................................................................19
Remuneration of Directors .....................................................................19
Retirement benefits ............................................................................20
Superannuation contributions .................................................................20
Additional or special duties ....................................................................20
Expenses ..........................................................................................20
Director's interests ..............................................................................20
Vacation of office of Director .................................................................21
8.
Powers and duties of Directors .....................................................22
8.1
8.2
8.3
8.4
8.5
8.6
8.7
8.8
8.9
Directors to manage Company ................................................................22
Specific powers of Directors ...................................................................22
Company as a wholly owned subsidiary ......................................................22
Appointment of attorney .......................................................................22
Provisions in power of attorney ...............................................................22
Signing of receipts and negotiable instruments.............................................22
Committees ......................................................................................23
Delegation of Directors' powers ...............................................................23
Seals ...............................................................................................23
9.
Officers ..................................................................................23
9.1
9.2
Managing and Executive Directors ............................................................23
Secretary .........................................................................................24
10.
Proceedings of Directors .............................................................24
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
Directors' meetings..............................................................................24
Questions decided by majority ................................................................24
Alternate Director or proxy and voting ......................................................24
Chair and deputy chair of Directors ..........................................................25
Director attending and voting by proxy ......................................................25
Quorum for Directors' meeting ................................................................25
Continuing Directors may act ..................................................................25
Committee Meetings ............................................................................25
Circulating resolutions..........................................................................26
Validity of acts of Directors ...................................................................26
11.
Indemnity and insurance .............................................................27
11.1
11.2
Indemnity .........................................................................................27
Insurance .........................................................................................27
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Constitution – Impact Minerals Limited – 30 April 2020
Table of Contents
Clause
Page No
11.3
Contract ..........................................................................................27
12.
Inspection of records .................................................................28
12.1
12.2
Inspection by Members .........................................................................28
Right of a Member or other person to inspect ..............................................28
13.
Dividends and reserves ...............................................................28
13.1
13.2
13.3
13.4
13.5
13.6
13.7
13.8
13.9
13.10
13.11
13.12
13.13
13.14
13.15
Payment of dividend ............................................................................28
No interest on dividends .......................................................................28
Calculation and apportionment of dividends ................................................28
Deductions from dividends .....................................................................29
Restricted Securities ............................................................................29
Distribution of specific assets .................................................................29
Ancillary powers regarding distributions .....................................................29
Payments in respect of shares.................................................................31
Effectual receipt from one joint holder .....................................................31
Election to reinvest dividend ..................................................................31
Election to accept shares instead of dividends .............................................31
Unclaimed dividends or other distributions .................................................31
Capitalisation of reserves and profits ........................................................32
Applying a sum for the benefit of Members .................................................32
Implementing the resolution ..................................................................32
14.
Service of documents .................................................................33
14.1
14.2
14.3
14.4
14.5
14.6
14.7
14.8
Document includes notice .....................................................................33
Form of document ..............................................................................33
Methods of service ..............................................................................33
Time of service ..................................................................................33
Deemed notice to uncontactable Members..................................................33
Evidence of service .............................................................................34
Joint holders .....................................................................................34
Persons entitled to shares .....................................................................34
15.
Winding up ..............................................................................34
15.1
15.2
15.3
Distribution of assets ...........................................................................34
Powers of liquidator to vest property ........................................................34
Shares issued on special terms ................................................................34
Schedule 1 – Terms of preference shares ..................................................35
Schedule 2 – Liens, calls and forfeiture ....................................................39
Schedule 3 – Transmission of shares ........................................................45
Schedule 4 – Less than marketable parcels of Shares ....................................47
Schedule 5 – Proportional Takeover Bid Approval ........................................51
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Constitution – Impact Minerals Limited – 30 April 2020
1.
Definitions and interpretation
1.1
Definitions
In this Agreement the following terms shall bear the following meanings:
Alternate Director means a person appointed as an alternate director under
article 7.7(a).
ASX means ASX Limited (ACN 008 624 691) or, where the context requires, the
Australian Securities Exchange operated by it.
Committee means a committee of Directors constituted under article 8.7.
Company means Impact Minerals Limited (ACN 119 062 261), as that name may be
changed from time to time.
Constitution means this constitution, and a reference to an article or a schedule is a
reference to an article or a schedule of this constitution.
Corporations Act means the Corporations Act 2001 (Cth).
CS Facility has the same meaning as prescribed CS facility in the Corporations Act.
CS Facility Operator means the operator of a CS Facility.
Director means a person holding office as a director of the Company, and where
appropriate includes an Alternate Director.
Directors means all or some of the Directors acting as a board.
Dispose has the meaning given to it in the Listing Rules and Disposal has the
corresponding meaning.
Executive Director means a person appointed as an executive director under
article 9.1(a).
Issuer Sponsored Holding means a holding on an electronic sub-register maintained
by the Company in accordance with the Listing Rules.
Listing Rules means, in relation to a Stock Exchange, the rules of that Stock Exchange
governing trading in securities quoted on that Stock Exchange, in force from time to
time which apply while the Company is a listed company, each as amended or replaced
from time to time, except to the extent of any express written waiver by that Stock
Exchange.
Managing Director means a person appointed as a managing director under
article 9.1(a).
Member means a person entered in the Register as a holder of shares in the capital of
the Company.
Official List has the meaning given to it in the Listing Rules.
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Constitution – Impact Minerals Limited – 30 April 2020
Operating Rules means the operating rules of a CS Facility regulating the settlement,
clearing and registration of uncertificated shares as amended, varied or waived
(whether in respect of the Company or generally) from time to time.
Prescribed Interest Rate means the rate determined by the Directors for the
particular purpose or generally under this Constitution, including any revised rate or
new determination, and in the absence of a determination means a rate of 12% per
annum.
Register means the register of Members of the Company under the Corporations Act
and, if appropriate, includes a branch register.
Registered Office means the registered office of the Company.
Representative means a person appointed to represent a corporate Member at a
general meeting of the Company in accordance with the Corporations Act.
Restricted Securities has the meaning given to it by the Listing Rules.
Restriction Deed means a restriction agreement or deed in a form prescribed by the
Listing Rules or otherwise approved by a Stock Exchange.
Secretary means a person appointed under article 9.2 as a secretary of the Company
and where appropriate includes an acting secretary and a person appointed by the
Directors to perform all or any of the duties of a secretary of the Company.
Stock Exchange means any stock exchange on which shares in the capital of the
company are quoted from time to time, which for the avoidance of doubt and without
limitation may include ASX.
1.2
Interpretation
Headings are for convenience only and do not affect interpretation. Unless the contrary
intention appears, in this Constitution:
(a)
the singular includes the plural and vice versa;
(b)
words importing any gender include all other genders;
(c)
a reference to a document includes any variation or replacement of it;
(d)
the meaning of general words is not limited by specific examples introduced
by "including", "for example", "such as" or similar expressions;
(e)
a reference to "person" includes an individual, a body corporate, a
partnership, a joint venture, an unincorporated association and an authority
or any other entity or organisation;
(f)
a reference to dollars, $ or A$ is a reference to the currency of Australia;
(g)
a reference to "law" includes common law, principles of equity and legislation
(including regulations);
(h)
a reference to any legislation includes regulations under it and any
consolidations, amendments, re-enactments or replacement of any of them;
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Constitution – Impact Minerals Limited – 30 April 2020
1.3
(i)
a reference to "regulations" includes instruments of a legislative character
under legislation (such as regulations, rules, by-laws, ordinances and
proclamations);
(j)
a reference to a group of persons is a reference to any two or more of them
jointly and to each of them individually;
(k)
a power, an authority or a discretion given to a Director, the Directors, the
Company in general meeting or a Member may be exercised at any time and
from time to time;
(l)
a reference to "writing" or "written" includes printing, typing and other modes
of reproducing words in a visible form including any representation of words
in a physical document or in an electronic communication or form or
otherwise;
(m)
a chair appointed under this Constitution may be referred to as a chairperson,
chairwoman, chairman or as chair, as appropriate; and
(n)
a reference to a person being "present" at a meeting includes participating
using technology approved by the Directors in accordance with this
Constitution.
Corporations Act interpretation
(a)
(b)
1.4
In this Constitution unless the contrary intention appears:
(i)
a word or expression defined or used in the Corporations Act has the
same meaning when used in this Constitution in a similar context; and
(ii)
"section" means a section of the Corporations Act.
If any provision of this Constitution is or becomes inconsistent with the
Corporations Act, this Constitution:
(i)
is taken to be read down to the extent of the inconsistency; or
(ii)
if the relevant provision is not capable of being read down to the
extent of the inconsistency, then this Constitution is taken not to
contain that provision to the extent of the inconsistency.
Listing Rules interpretation
In this Constitution, unless the contrary intention appears the expressions "Trading
Platform", "takeover bid" and "Issuer Sponsored subregister" have the same meaning as
in the Listing Rules.
1.5
Replaceable rules not to apply
The provisions of the Corporations Act that apply as replaceable rules are displaced by
this Constitution and do not apply to the Company.
1.6
Currency
The Directors may:
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Constitution – Impact Minerals Limited – 30 April 2020
(a)
differentiate between Members as to the currency in which any amount
payable to a Member is paid (whether by way of or on account of dividends,
repayment of capital, participation in surplus property of the Company or
otherwise);
(b)
determine to pay a distribution in a currency other than Australian dollars and
the amount payable will be converted from Australian dollars in any manner,
at any time and at any exchange rate as the Directors think fit; and
(c)
in deciding the currency in which a payment is to be made to a Member, have
regard to the registered address of the Member, the register on which a
Member's shares are registered and any other matters as the Directors
consider appropriate.
Payment in another currency of an amount converted under this article is as between
the Company and a Member adequate and proper payment of the amount payable.
1.7
Nature of the Company
The Company is a public company limited by shares.
1.8
Application of Listing Rules
(a)
In this Constitution, a reference to the Listing Rules, the Operating Rules or a
Stock Exchange only applies while the Company is admitted to the Official List
of a Stock Exchange.
(b)
While the Company is admitted to the Official List of ASX:
(i)
notwithstanding anything contained in this Constitution, if the Listing
Rules prohibit an act being done, the act shall not be done;
(ii)
nothing contained in this Constitution prevents an act being done that
the Listing Rules require to be done;
(iii)
if the Listing Rules require an act to be done or not to be done,
authority is given for that act to be done or not to be done (as the
case may be);
(iv)
if the Listing Rules require this Constitution to contain a provision and
it does not contain such a provision, this Constitution is deemed to
contain that provision;
(v)
if the Listing Rules require this Constitution not to contain a provision
and it contains such a provision, this Constitution is deemed not to
contain that provision; and
(vi)
if any provision of this Constitution is or becomes inconsistent with
the Listing Rules, this Constitution is deemed not to contain that
provision to the extent of the inconsistency.
2.
Share capital
2.1
Directors to issue shares
The issue of shares in the Company is under the control of the Directors who may:
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Constitution – Impact Minerals Limited – 30 April 2020
(a)
issue, allot and cancel or otherwise dispose of shares in the Company;
(b)
grant options over unissued shares in the Company;
(c)
reclassify or convert shares; and
(d)
settle the manner in which fractions of a share, however arising, are to be
dealt with,
subject to the Corporations Act, the Listing Rules and any special rights conferred on
the holders of any shares or class of shares.
2.2
Preference shares
(a)
2.3
The Company may issue preference shares and issued shares may be converted
into preference shares provided that the rights of the holders of the
preference shares with respect to the repayment of capital, participation in
surplus assets and profits, cumulative or non-cumulative dividends, voting and
priority of payment of capital and dividends in relation to other shares or
other classes of preference shares are:
(i)
as set out in Schedule 1; or
(ii)
as approved by a resolution of the Company in accordance with the
rights of holders of preference shares issued by the Company other
than pursuant to Schedule 1, but in accordance with the Corporations
Act, are determined by the terms of issue of those preference shares
and the relevant resolution of the Company, and are not determined
by or affected by the rights set out in Schedule 1.
(b)
Subject to the Corporations Act and the Listing Rules, the Company may issue
preference shares which are, or at the option of the Company are, liable to
be redeemed or to be converted into other shares on such conditions and in
such a manner as the Directors decide under the terms of issue of the
preference shares.
(c)
Subject to the Corporations Act and the Listing Rules, the Company may issue
any combination of fully paid, partly paid or unpaid preference shares.
(d)
Despite this article 2.2 and Schedule 1, the Company may not issue a
preference share that confers on the holder rights that are inconsistent with
those specified in the Listing Rules, except to the extent of any waiver or
modification of the Listing Rules by the relevant Stock Exchange.
Class meetings
The provisions of this Constitution relating to general meetings apply so far as they are
capable of application and with any necessary changes to every separate meeting of
the holders of a class of shares except that:
(a)
a quorum is constituted by at least two persons who, between them, hold or
represent one-third of the issued shares of the class (unless only one person
holds all of the shares of the class, in which case that person constitutes a
quorum); and
(b)
any holder of shares of the class, present in person or by proxy, or attorney
or Representative, may demand a poll.
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Constitution – Impact Minerals Limited – 30 April 2020
2.4
Non-recognition of interests
Except as required by law, the Company is not required to recognise:
(a)
a person as holding a share on any trust; or
(b)
any other interest in any share or any other right in respect of a share except
an absolute right of ownership in the registered holder,
whether or not it has notice of the trust, interest or right.
2.5
Joint holders of shares
Where two or more persons are registered as the joint holders of shares then they are
taken to hold the shares as joint tenants with rights of survivorship.
However, the Company is not bound:
2.6
(a)
to register more than three persons as joint holders of a share; or
(b)
to issue more than one certificate or holding statement for shares jointly held.
Restricted Securities
While the Company is on the official list of ASX, the Company must recognise and
comply with the Listing Rules with respect to Restricted Securities.
Without limiting the obligation to comply with the Listing Rules:
2.7
(a)
a holder of Restricted Securities must not Dispose of, or agree or offer to
Dispose of, the Restricted Securities during the escrow period applicable to
those Restricted Securities except as permitted by the Listing Rules or ASX;
(b)
if the Restricted Securities are in the same class as quoted securities, the
holder will be taken to have agreed in writing that the Restricted Securities
are to be kept on the Company’s issuer sponsored sub-register and are to have
a holding lock applied for the duration of the escrow period applicable to
those securities;
(c)
the Company will refuse to acknowledge any Disposal (including, without
limitation, to register any transfer), of Restricted Securities during the escrow
period except as permitted by the Listing Rules or the ASX;
(d)
a holder of Restricted Securities will not be entitled to participate in any
return of capital on those Restricted Securities during the escrow period
applicable to those Restricted Securities except as permitted by the Listing
Rules or ASX; and
(e)
if a holder of Restricted Securities breaches a Restriction Deed or a provision
of this Constitution restricting a Disposal of those Restricted Securities, the
holder will not be entitled to any dividend or distribution, or to exercise any
voting rights, in respect of those Restricted Securities for so long as the breach
continues.
Less than marketable parcels of Shares
Schedule 4 applies and forms part of this Constitution.
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Constitution – Impact Minerals Limited – 30 April 2020
3.
Liens, calls and forfeiture
Schedule 2 applies and forms part of this Constitution.
4.
Transfer of shares
4.1
Forms of instrument of transfer
Subject to this Constitution and the Listing Rules, a share in the Company is
transferable:
4.2
(a)
as provided by the Operating Rules of an applicable CS Facility; or
(b)
by any other method of transfer which is required or permitted by the
Corporations Act and any relevant Stock Exchange.
Execution and delivery of transfer
If a duly completed instrument of transfer:
(a)
is used to transfer a share in accordance with article 4.1(b); and
(b)
is left for registration at the share registry of the Company, accompanied by
any information that the Directors properly require to show the right of the
transferor to make the transfer,
the Company must, subject to the powers vested in the Directors by this Con
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