Notice of General Meeting
Notice is hereby given that a General Meeting of SAI Global Limited (“the Company”) will be held at InterContinental, Heritage Room, Corner of Bridge and Phillip Streets, Sydney NSW 2000, on Tuesday 6 June 2006 at 10.00 a.m. (AEST) to conduct the following business:
To consider and if thought fit to pass, the following resolutions:
1. General Ratification of Previous Issues of Shares
The issue of 13,092 069ordinary shares since May 2005, details of which are set out in the Explanatory Memorandum, be ratified for all purposes (including ASX Listing Rule 7.4).
2. Approval of Conditional Placement of Shares to Investors, Directors and Senior Management
That for the purposes of ASX Listing Rule 7.1 and all other purposes, the placement of 27,000,000 ordinary shares at an issue price of $3.00, details of which are set out in the Explanatory Memorandum, be approved.
3. Approval for Anna Buduls to participate in the Conditional Placement
That subject to the passing of Resolution 2 and pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes, Anna Buduls, being a director of the Company, may participate in the issue of shares referred to in Resolution 2 in the numbers and at the issue price set out in the Explanatory Memorandum.
4. Approval for George Edwards to participate in the Conditional Placement
That subject to the passing of Resolution 2 and pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes, George Edwards, a director of the Company, and such related parties he nominates, may participate in the issue of shares referred to in Resolution 2 in the numbers and at the issue price set out in the Explanatory Memorandum.
5. Approval for Philip Holt to participate in the Conditional Placement
That subject to the passing of Resolution 2 and pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes, Philip Holt , a director of the Company, and such related parties he nominates, may participate in the issue of shares referred to in Resolution 2 in the numbers and at the issue price set out in the Explanatory Memorandum.
6. Approval for John Murray to participate in the Conditional Placement
That subject to the passing of Resolution 2 and pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes, John Murray, a director of the Company, may participate in the issue of shares referred to in Resolution 2 in the numbers and at the issue price set out in the Explanatory Memorandum.
7. Approval for Ross Wraight to participate in the Conditional Placement
That subject to the passing of Resolution 2 and pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes, Ross Wraight, a director of the Company and such related parties he nominates, may participate in the issue of shares referred to in Resolution 2 in the numbers and at the issue price set out in the Explanatory Memorandum.
8. Approval for Tony Scotton to participate in the Conditional Placement
That subject to the passing of Resolution 2 and pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes, Tony Scotton, a director of the Company, may participate in the issue of shares referred to in Resolution 2 in the numbers and at the issue price set out in the Explanatory Memorandum.
By Order of the Board
Hanna Myllyoja
Company Secretary
4 May 2006
VOTING EXCLUSION STATEMENT
1. The Company will disregard any votes cast on Resolutions 1:
(a) by a person who participated in the issues specified; and
(b) any associate of those persons.
2. The Company will disregard any votes cast on Resolution 2 by:
(a) a person who is to participate in and a person who might obtain a benefit under the Conditional Placement;
(b) any of the persons named in Resolutions 3 to 8 and any other related parties named in the Explanatory Memorandum who are to receive securities in the Company under the Conditional Placement; and
(c) any associate of the persons specified under paragraphs (a) and (b).
3. The Company will disregard any votes cast on Resolutions 3 to 8 by:
(a) any of the persons named in Resolutions 3 to 8 and any other related parties named in the Explanatory Memorandum who is to receive securities in the Company under the Conditional Placement; and
(b) any associate of those persons.
4. However, the Company need not disregard a vote 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 chairman of the meeting as proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.
EXPLANATORY MEMORANDUM
Background
On 1 May 2006 the Company announced the acquisition of the entire share capital of the ILI Group, a UK based international standards publishing and database subscription services business for US$60 million (ILI Acquisition). The ILI Acquisition was funded through a mix of short-term and long-term debt (95%) and the issue of 1,271,186 ordinary shares (5%) at an issue price of $3.1292 to Abas International Inc, a company nominated by the vendors.
The ordinary shares issued to the vendors will be escrowed for a period of 12 months. Customary warranties are in place with respect to the ILI Acquisition and restrictive covenants on the vendors apply for a period of 3 years.
With significant strategic benefits and growth profile, the acquisition price of ILI represents a multiple of 8.8 times forecast EBIT for the year ending 30 June 2007.
The Company has undertaken an equity capital raising via a placement of shares to institutional and sophisticated investors and to various directors and senior management of the Company. The placement is conditional upon obtaining the requisite shareholder approvals as set out in Resolution 2 (and Resolutions 3 to 8, in the case of the placement to directors and other related parties of the Company) of this Notice of Meeting and Explanatory Memorandum. Proceeds of the Conditional Placement will be used to repay the short-term debt drawn down as part of the ILI Acquisition funding and to reduce the Company’s existing debt levels to create funding capacity for future acquisitions.
If the placement is approved by shareholders, the Company is also proposing to conduct a share purchase plan under which all eligible shareholders on the register as at 3 May 2006 will be able to participate up to a maximum of $5,000 per shareholder.
RESOLUTION 1
Approval of previous issues
On 13 May 2005, the Company acquired the entire shareholding in Easy i Holdings Limited The consideration included the allotment of 2,212,603 ordinary shares at $2.09 per share to Iain McLeod (1,044,251 shares), Pamela Halpern (479,649 shares), James Duez (364,548 shares) and Terence Hancock (324,155 shares).
These shares were escrowed for 12 months from 13 May 2005.
On 19 August 2005, the Company acquired the entire shareholding in Anstat Pty Limited. The consideration included the allotment of 9,608,280 ordinary shares, comprising 5,609,240 shares to Glencourt Pty Limited and 3,999,040 shares to Debac Pty Limited at $2.60 per share. These shares are escrowed for 12 months from 19 August 2005.
On 30 April 2006, the Company acquired the entire share capital of the ILI Group. The consideration included the allotment of 1,271,186 ordinary shares at $3.1292 per share to Abas International Inc. These shares are escrowed for 12 months from 30 April 2006.
ASX Listing Rule 7.1 allows companies to issue up to 15% of their capital in a 12 month period without shareholder approval. The issues made in connection with the acquisitions outlined above did not require approval as the Company had not reached the 15% limit. However, the Company will need to include these issues in calculating its 15% limit. The ratification proposed in Resolution 1 would re-instate the Company’s capacity to issue further equity securities under ASX Listing Rule 7.1 within the 15% limit on new issues. This would give the Company maximum flexibility going forward to take advantage of growth opportunities as they are identified.
Accordingly the board seeks ratification of these previous issues.
RESOLUTION 2
Approval of conditional placement of shares to investors, directors and senior management
By conducting the conditional placement, the Company will exceed the 15% limit and therefore requires approval for the issue under ASX Listing Rule 7.1.
Under the conditional placement, institutional investors have conditionally agreed to take up 26,668,667 ordinary shares at an issue price of $3.00. Directors of SAI and members of senior management have conditionally agreed to take up the remaining 331,333 ordinary shares.
0
The following members of senior management of the Company have conditionally agreed to take up the following ordinary shares at an issue price of $3.00:
Senior Management Number of ordinary shares
Brett Lenthall 30,000
Geoff Richardson 30,000
Tom Godfrey 10,000
David Crow 2,000
Kelly Chan 8,000
Terence Hancock 75,000
The directors and persons they have nominated to participate have conditionally agreed to take up the ordinary shares as set out in Resolutions 3 to 8 at an issue price of $3.00.
The shares will be fully paid and will rank equally with existing ordinary shares in the Company. It is proposed that if the issue of these shares is approved, allotment will take place on 13 June 2006. Details of the directors and other related parties who have conditionally agreed to take up shares appear below.
RESOLUTIONS 3 TO 8
Approval for related parties to participate in the placement
Listing Rule 10.11 permits companies to issue shares to related parties with shareholder approval. The following directors have nominated that the following related parties be issued shares under the Conditional Placement:
· Philip Holt has elected for shares to be issued to Holt Services Pty Ltd (Holt Family Retirement Funds);
· George Edwards has elected for shares to be issued to his daughter, Raechelle Edwards, to the Valerie Edwards Superannuation Fund, a superannuation fund set up in favour of his wife and to Edwards Global Services Pty Ltd; and
· Ross Wraight has elected for 1,000 shares to be issued to his daughter Jessica Wraight.
The table below sets out the number of ordinary shares to be issued to each of the directors and other related parties of the Company at an issue price of $3.00 if the relevant resolutions are passed:
Name of related party Number of ordinary shares
Anna Buduls 3,333
Edwards Global Services Pty Ltd 10,000
Holt Services Pty Ltd (Holt Family Retirement Funds) 20,000
John Murray 6,000
Raechelle Edwards 1,000
Ross Wraight 25,000
Jessica Wraight 1,000
Tony Scotton 100,000
Valerie Edwards Superannuation Fund 10,000
Resolutions 3 to 8 are conditional upon the approval of Resolution 2 and the shares are to be issued on the same terms as those issued under Resolution 2.
It is proposed that if the issue of these shares is approved, allotment will take place on 13 June 2006.
The board unanimously recommends that shareholders vote in favour of Resolutions 1 to 8.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
SAI GLOBAL LIMITED (ACN 67 050 611 642)
PROXY FORM
I/We
_____________________________________________________________________________________________
of
_____________________________________________________________________________________________
being a member/s of SAI Global Limited and entitled to attend and vote hereby appoint:
_____________________________________________________________________________________________
of
_____________________________________________________________________________________________
or failing the person named, or if no person named, the Chairman of the Meeting, as my proxy to act generally at the meeting on my/our behalf and vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of SAI Global Limited to be held at, [ details to be confirmed ] Sydney NSW on 6 June 2006 at 10.00 am and at any adjournment of that meeting.
Voting directions
Resolutions For Against Abstain
1. General ratification of previous issues of shares
2. Approval of Conditional Placement of shares to Investors, Directors and Senior Management
3. Approval for Anna Buduls to participate in the Conditional Placement
4. Approval for George Edwards and such related parties he nominates to participate in the Conditional Placement
5. Approval for Philip Holt and such related parties as he nominates to participate in the Conditional Placement
6. Approval for John Murray to participate in the Conditional Placement
7. Approval for Ross Wraight and such related parties as he nominates to participate in the Conditional Placement
8. Approval for Tony Scotton to participate in the Conditional Placement
The Chairman advises that it is his intention to vote in favour of each of the resolutions set out above where he is eligible to do so in his own right or in relation to any proxies given to him.
IF YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, PLEASE MARK THIS
BOX
NOTE: By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has interest in the outcome of the resolution and vote cast by him other than as proxy holder will be disregarded because of that interest. if you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.
A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. The Company will supply an additional form on request.
PLEASE SIGN HERE
Individual/Shareholder 1 Shareholder 2 Shareholder 3
Individual/Sole Director and Director Director/Company Secretary
Sole Secretary
This form must be received physically or by facsimile at the place given below no later than 48 hours before the commencement of the meeting at 10.00am on 6 June 2006. Any Proxy Form received after that time will not be valid for the scheduled meeting.