MFS mfs limited

egm announcement

  1. 277 Posts.
    EGM to chg name, and announcement also advises of redundancy packages for some staff.....wonder if they will be taking questions from the floor at the EGM!!!

    For further information please contact
    SHARE REGISTRY
    Investor Relations: 131 MFS (131 637) Computershare Investor Services Pty Ltd
    E-mail: [email protected] Level 3, 60 Carrington Street
    Website: www.mfsgroup.com.au Sydney NSW 2000
    Telephone: 1300 787 650
    MFS Limited
    ABN 90 107 863 436
    ASX & MEDIA ANNOUNCEMENT
    EXTRAORDINARY GENERAL MEETING - NOTICE OF MEETING
    28 February 2008
    MFS Limited (ASX: MFS) confirms that an Extraordinary General Meeting of shareholders will be
    held on Friday, 28 March 2008 commencing at 9.00am (Melbourne time) at The Westin III, The
    Westin Hotel, 205 Collins Street, Melbourne.
    The resolution to be considered at the meeting will be the change of the company’s name to
    Octaviar Limited.
    The attached Notice of Meeting and Proxy Form will be distributed to shareholders today and
    may also be accessed online at www.mfsgroup.com.au by selecting the “EGM Notice of Meeting”
    option.
    If shareholders approve the name change, the Company’s ASX code will become OCT.
    The name change is a result of MFS having reached a confidential agreement, involving a
    payment to MFS, with US-based Massachusetts Financial Services over the ongoing use of the
    name and trademark ‘MFS’.
    REDUNDANCIES
    As a consequence of recent asset sales and the ongoing strategic review, it is with regret that
    MFS will be offering a program of redundancy packages to some staff.
    MFS Chief Executive Officer Craig White said: “Although the strategic review is incomplete, it has
    become clear that the future structure and direction of MFS will not sustain the current staffing
    level.
    I wish to thank all staff for their hard work and contribution, in particular during our recent
    difficulties.”
    The redundancies are expected to be finalised by the end of next week.
    For further information, please contact:
    John Hurst
    MFS Limited
    (02) 8259 7257
    MFS Limited - Notice of Extraordinary General Meeting
    A meeting of the shareholders (Shareholders) of MFS Limited ABN 90 107 863 436 (Company) will be held at:
    Time: 9.00am (Melbourne time)
    Date: Friday 28 March 2008
    Venue: Westin Room III, The Westin Hotel, 205 Collins Street, Melbourne, Victoria
    Business: To consider the resolution set out below
    This meeting is an extraordinary general meeting of the Company held in accordance with the Corporations Act 2001
    (Cth).
    Special Business
    1. Change of name
    To consider, and if thought fit, pass the following resolution as a special resolution:
    “That the name of the Company be changed to ‘Octaviar Limited’ and that the constitution of the Company
    be amended accordingly to include the new name.”
    By order of the Board
    Date: 25 February 2008
    David Anderson
    Company Secretary
    MFS Limited
    Notice of Extraordinary General Meeting
    Page 2 of 3
    EXPLANATORY NOTES
    These Explanatory Notes are intended to provide Shareholders with information to assess the merits of the resolution
    contained in the accompanying Notice of Meeting.
    The Directors recommend that Shareholders read these Explanatory Notes in full before making any decision on how
    to vote on the resolution.
    Item 1 - Change of name
    The full name of the Company is currently MFS Limited and a wholly owned subsidiary of the Company owns the
    Australian registered trademark ‘MFS’.
    As announced to the Australian Securities Exchange (ASX) on 15 January 2008, the Company has reached an
    agreement with Massachusetts Financial Services Company (MFSC) with respect to the litigation against the
    Company (and related parties) concerning their use of the name and trademark ‘MFS’ throughout the world
    (Settlement Agreement).
    As part of the Settlement Agreement, the terms of which are confidential, the Company will receive a payment in
    exchange for ceasing to use the name and trademark ‘MFS’ throughout the world and transferring the trademark
    ‘MFS’ to MFSC and MFSC will discontinue its litigation against the Company (and related parties).
    If Shareholders do not approve the resolution to change the Company’s name to Octaviar Limited, the Company will
    not receive the payment and the litigation between the Company (and related parties) by MFSC will continue. MFSC
    has instituted proceedings in Australia, the United Kingdom and USA seeking amongst other things, orders to cease
    use of the MFS name and trademark, damages and costs. Whilst the Company is confident in its position and would
    vigorously defend and file a counter claim in the proceedings if the litigation continued, the costs of the proceedings
    would be significant and there would always be the risk that the Company would not be successful.
    If the resolution is passed, the change of the Company’s name will take effect when ASIC effects the change and
    alters the Company’s registration details. As a consequence of the change of the Company’s name, the Company’s
    ASX code will change to OCT.
    Board recommendation
    The Board unanimously recommends that Shareholders vote in favour of the resolution.
    The Chairperson of the meeting intends to vote undirected proxies in favour of this resolution where permitted to do
    so by the relevant proxy form.
    Required Majority
    The resolution is a Special Resolution and will be passed if at least 75% of the votes that are cast by Shareholders
    entitled to vote on the resolution are voted in favour of the resolution.
    Entitlement to vote
    All registered Shareholders as at 7.00pm on 26 March 2008 are eligible to vote at this meeting.
    Quorum
    The meeting will proceed if at least five Shareholders are present in person or by proxy.
    Exercise of votes
    On a show of hands, each Shareholder has one vote. On a poll, each Shareholder has one vote for each Share held.
    Voting of jointly held securities
    If Shares are jointly held and more than one of the joint Shareholders vote, only the vote of the Shareholder whose
    name appears first in the register of Shareholders will be counted.
    Individuals
    If you plan to attend the meeting, we ask that you arrive at the venue at least 30 minutes prior to the time designated
    for the meeting so that we may check the number of your Shares and note your attendance.
    Voting by corporations
    In order to vote at the meeting (other than by proxy), a corporation that is a Shareholder or a proxy must appoint a
    person to act as its representative. The appointment must comply with the Corporations Act 2001 (Cth). A letter of
    representation must be either lodged with the registrar prior to the commencement of the meeting or the
    representative must bring to the meeting evidence of his or her appointment including any authority under which it is
    signed.
    Notice of Extraordinary General Meeting
    Page 3 of 3
    Voting by proxy
    1 A Shareholder entitled to attend and vote at the meeting may appoint not more than two proxies. A
    Shareholder 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.
    2 A proxy need not be a holder of Shares.
    3 A form of proxy is enclosed with this Notice of Meeting. Proxy voting instructions are outlined on the back of
    the proxy form.
    4 The proxy form, together with any authority under which the proxy form is executed or a certified copy of that
    authority, must be received no later than 9.00am Wednesday 26 March 2008 at:
    Address
    Computershare Investor Services Pty Limited
    (MFS Limited Extraordinary General Meeting)
    OR Computershare Investor Services Pty Limited
    (MFS Limited Extraordinary General Meeting)
    GPO Box 242
    Melbourne
    Victoria, 3001
    Level 19
    307 Queen Street
    Brisbane
    Queensland, 4000
    Facsimile
    Attention: Computershare Investor Services Pty Limited (MFS Limited Extraordinary General Meeting)
    Facsimile No: +61 7 3237 2152
    Online proxy voting
    You may also submit your proxy appointment online by visiting the webpage
    [www.computershare.com/au/proxy/mfs]. To use this online proxy facility, you will need your Security holder
    Reference Number (SRN) or Holder Identification Number (HIN) and postcode, as shown on your proxy form. You will
    be taken to have signed the proxy form if you lodge it in accordance with the instructions on the website. If you wish
    to use this facility, you must lodge your proxy appointment through this facility by no later than 9.00am Wednesday
    26 March 2008.
    A proxy cannot be appointed electronically if they are appointed under a power of attorney or similar authority.
    The online facility may not be suitable for Shareholders who wish to appoint two proxies with different voting
    directions. Please read the instructions of the online proxy facility carefully before you lodge your proxy using that
    facility.
    Enquiries
    Computershare Investor Services Pty Limited: 1300 787 650
    Voting Information
    1. Voting will be decided on a show of hands unless a poll is demanded by the Chairperson or a Shareholder
    or Shareholders entitled to do so before the vote is taken, or before or immediately after the declaration of
    the result on a show of hands.
    2. On a show of hands, every Shareholder has one vote.
    3. On a poll, each Shareholder present shall have one vote for each share held by that Shareholder and in
    respect of which that Shareholder is entitled to vote.
    4. A Shareholder is entitled to appoint a proxy, attorney or representative (who need not be a Shareholder) to
    vote on his or her behalf at the meeting. A Shareholder who is entitled to cast two or more votes may
    appoint two proxies or attorneys and may specify the proportion or number of votes each proxy or attorney is
    appointed to exercise. If no proportion is specified each proxy or attorney is entitled to exercise half the
    Shareholder’s votes. Where a Shareholder appoints two proxies or attorneys, neither will be entitled to vote
    on a show of hands and each may only exercise the voting rights the proxy or attorney represents on a poll.
    5. An instrument appointing a proxy shall be in writing under the hand of the appointer or of his or her duly
    appointed attorney.
    6. An instrument appointing a proxy or attorney and the authority pursuant to which the instrument is signed
    must be received by Computershare Investor Services Pty Limited at GPO Box 242, Melbourne, Victoria,
    3001 or Level 19, 307 Queen Street Brisbane 4001 or by facsimile no. +61 7 3237 2152 by no later than
    9.00am 26 March 2008.
    MFS LIMITED
    ABN 90 107 863 436
    TO VOTE ONLINE VISIT:
    www.computershare.com/au/proxy/mfs
    TO LODGE A PROXY FORM:
    Computershare Investor Services Pty Limited
    GPO Box 242 Melbourne
    Victoria 3001 Australia
    Facsimile 61 7 3237 2152
    FOR ALL ENQUIRIES CALL:
    (within Australia) 1300 787 650
    (outside Australia) 61 3 9415 4638
    TO LODGE YOUR PROXY ONLINE, SIMPLY VISIT:
    www.computershare.com/au/proxy/mfs
    000001 000 MFS
    MR JOHN SMITH 1
    FLAT 123
    123 SAMPLE STREET
    THE SAMPLE HILL
    SAMPLE ESTATE
    SAMPLEVILLE VIC 3030
    FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY 9 AM WEDNESDAY 26 MARCH 2008
    LODGEMENT OF A PROXY FORM.This Form (and any Power of Attorney under which it is signed) must be received at an address
    given above no later than 48 hours before the commencement of the meeting at 9 am (Melbourne time), Friday 28th March 2008. Any
    Proxy Form received after that time will not be valid for the scheduled meeting.
    I1234567890
    3030
    MFS_PROXY_094226/000001/000001/i
    *S000001Q01*
    If a representative of a corporate securityholder or proxy is to attend the
    meeting a letter of representation must be either lodged with the registrar
    prior to the commencement of the meeting or the representative must bring
    to the meeting evidence of his or her appointment including any authority
    under which it is signed.
    2 1 P R
    Special Business
    1. Change of name
    In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business.
    I/We being a member/s of MFS Limited hereby appoint
    or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the
    meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Extraordinary General
    Meeting of MFS Limited to be held at Westin Room III, The Westin Hotel, 205 Collins Street, Melbourne, Victoria on Friday 28th March 2008 at 9 am (Melbourne time)
    and at any adjournment of that meeting.
    *I1234567890*
    I 1234567890 I ND
    000001 000 MFS
    MR JOHN SMITH 1
    FLAT 123
    123 SAMPLE STREET
    THE SAMPLE HILL
    SAMPLE ESTATE
    SAMPLEVILLE VIC 3030
    MF S
 
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