FMS 9.38% 5.8¢ flinders mines limited

AGM Resolutions

  1. PS
    2,527 Posts.
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    I beleive it is important for all shareholders to vote on the AGM resolutions particularly the proposed changes to the constitution.  See comments from a concerned shareholder (me) below and if you see fit, make sure any SHs you know are aware if it. Every vote is needed, make sure you have yor say.  Cheers, PS

    Flinders Mines (FMS) AGM 2017

    Dear Fellow FMS Shareholders.

    By now you will have received the 2017 Notice of Meeting for the Annual General Meeting (AGM), detailing items to be voted on.

    I am writing to you to express my concern over RESOLUTION 5 - ADOPTION OF NEW CONSTITUTION. Whilst TIO has the majority of votes for most resolutions, they need 75% of the VOTES CAST to pass the “SPECIAL RESOLUTION” on the new constitution.

    Please take a close look of the Resolution and the Explanatory Notes as set out in the Notice of Annual General Meeting. I am particularly concerned about the possible implications of some of the changes in particular, but not limited to

    Extracts from the Explanatory Notes-

    “(b) Quorum

    The new constitution provides that two members present in person or by proxy, attorney or representative are a quorum at a general meeting. This simplifies the provisions of the existing Constitution which require a quorum of two shareholders if there are less than 20 shareholders on the Company’s register of members, or a quorum of 10 persons if the Company has more than 20 shareholders on its register of members.”

    My Comment - Would you accept that those “two members” could be FMS directors appointed to the FMS Board by TIO/Todd or related parties? If so, how does this resolution act in the best interests of all shareholders, particularly minority shareholders?

    “(e) Preference shares
    The Company can issue preference shares under the existing Constitution, however the terms of those

    preference shares are currently decided by special resolution of the members on an ad hoc basis. The new constitution incorporates specific terms of the preference shares to give the Company flexibility to issue preference shares without the need to seek shareholder approval in the future.”

    My Comment - Would you find it acceptable that our Board could issue preference shares to anyone or any company (possibly including TIO or a company that TIO has a relationship with)
    without your vote through a special resolution? Are you concerned that these shares could be later sold to TIO via an off market trade?

    I am aware that a number of shareholders have asked FMS for a copy of the new constitution proposed at the AGM but as yet they have not received it. FMS committed to providing this document in the Notice of AGM upon request.

    I, Peter Sadler, have voted my shares in the following manner:

    Resolution 5 – Adoption of New Constitution: I am voting AGAINST
    Reason: I believe it is not to be in the best interests of minority shareholders to allow the issue of preference shares without shareholder approval. I am also concerned about the implications for any future Capital Raising and further dilution.

    I have voted for the other resolutions as follows -

    Resolution 1 - Remuneration Report: I am voting AGAINST
    Reason: It s my opinion that the Board has not openly communicated with shareholders

    Resolution 2 – Re-Election of Robert Kennedy: I am voting AGAINST
    Reason: Kennedy was the Chairman of FMS and proposed the failed Option
    Agreement, and recommended the under-valued takeover at 2.5c. Mr. Kennedy also oversaw a large capital raise in 2014 to prepare a BFS that was never completed.

    Resolution 3 – Approval of Incentive Rights Plan: I am voting AGAINST
    Reason: Directors have not purchased FMS shares on market. Let those directors BUY their shares on market and show real skin in FMS’s future. Incentives are generally associated with significant milestones that add value to all shareholders. This has not occurred. Incentives should be associated with company defining events such as signing offtake agreements with advanced funding from the offtake partner or delivering a mining and transport solution in a set time frame.

    Resolution 4 – Appointment of Auditor: I am voting AGAINST
    Reason: I believe the FMS should be totally dependent of any links to TIO/Todd.

    Please also note that recently I gathered some questions from responses to some shareholders on the Hot Copper forum and sent these to David McAdam on 5th October 2017 (see copy attached). To date these questions have not been answered but answers should be of great interest to FMS shareholders. Those questions are attached for your information.

    Remember how you vote is at your individual discretion and you are advised to seek independent financial advice. If you have already voted and want to change your vote, you can do this online. Remind any friends or acquaintances that hold FMS shares to vote. Every vote counts. Let’s make sure FMS understand the real feeling of FMS shareholders.


    Peter Sadler

    [email protected]

    Telephone 0437788119
    November 2017

    I am a shareholder of FMS who shares similar concerns to other independent and like-minded FMS shareholders. Shareholders should obtain their own advice on the merits of my comments above. I am not a financial advisor or a legal expert. I am just a concerned and independent FMS shareholder. This letter is not intended to offer any advice, and is just my independent view.
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