160.asx iaw sept 26 2012 08.29 notice of agm

8/9/2019 160.ASX IAW Sept 26 2012 08.29 Notice of AGM

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ACN 120 394 194

Level 221 Market Street

Sydney NSW 2000

Phone (02) 8263 6600www.ilh.com.au

25 September 2012

The ManagerCompany Announcements OfficeASX Limited

Dear Sir/Madam,

Re: Shareholder Mail Out

Attached is a copy of the following documents, which will be sent to shareholders:

Chairmans Letter Notice of AGM Sample Proxy Form

The Companys 2012 Annual Report has been separately released to the ASX.

Yours sincerely,

Jean-Marie RuddCompany Secretary


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Notice of Annual General Meeting(Year Ended 30 June 2012)

ACN 120 394 194


Sydney NSW 2000Phone (02) 8263 6600

www.ilh.com.au

25 September 2012

Dear Shareholder,

Re: Integrated Legal Holdings (Company)Annual General Meeting

Please find enclosed a Notice of Meeting for the Annual General Meeting, a Proxy Form anda reply paid envelope.

On behalf of the Board, I am pleased to invite you to attend the Companys Annual GeneralMeeting that is to be held at the offices of Talbot Olivier at Level 8,40 The Esplanade, Perthon Thursday, 29 November 2012 at 10:30am.

If you are unable to attend the Annual General Meeting, I would encourage you to vote bycompleting and returning the attached Proxy Form using the reply paid envelope provide or

by faxing it to the Companys share registry on 1800 783 447 (within Australia) or +61 3 94732555 (outside Australia) so that it is received no later than 48 hours prior to the scheduledcommencement of the meeting.

Corporate shareholders will be required to complete a Certificate of Appointment ofCorporate Representative to enable a person to attend on their behalf. A form of thiscertificate can be obtained from Computershare Investor Services Pty Limited who can becontacted by phone on 1300 726 186, or if outside Australia on +61 3 9415 4000.

The Directors thank you for your support and look forward to a successful year ahead.

Yours sincerely,

The Hon John Dawkins AOChairman


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Page 1

ACN 120 394 194


Sydney NSW 2000

Phone (02) 8263 6600www.ilh.com.au

ANNUALGENERALMEETINGFORINTEGRATEDLEGALHOLDINGSLIMITED(COMPANY)

To be held at Level 8, Wesfarmers House,40 The Esplanade, Perth, Western Australia

on Thursday, 29 November 2012 at 10:30 am

AGENDA

ORDINARY BUSINESS

1. Financial Reports

To receive and consider the Financial Report, Directors Report and the Auditors Reportof the Company for the year ended 30 June 2012.

2. Remuneration Report

To receive, consider and adopt the Remuneration Report of the Company for the yearended 30 June 2012.

3. Re-election of Director

To consider the re-election of The Hon John Dawkins AO who retires in accordance withclause 11.3 of the Companys Constitution and ASX Listing Rule 14.4 and, beingeligible, offers himself for re-election.

4. Share Consolidation

To consider, and if thought fit, adopt the proposed resolution to consolidate theCompanys shares at a ratio of one (1) ordinary share for every ten (10) ordinary sharescurrently on issue.

SPECIAL BUSINESS

5. Change of Company Name

To consider, and if thought fit, adopt the proposed change to the Companys name to

ILH Group Limited.


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Notice is hereby given that the Annual General Meeting (AGM) of shareholders ofIntegrated Legal Holdings Limited (Company) will be held on:

Date: Thursday, 29 November 2012

Time: 10:30 am

Place: Level 8, Wesfarmers House40 The EsplanadePerth, Western Australia

Item 1Financial Reports

To receive and consider the Financial Report, the Directors Report and the Auditors Reportof the Company for the year ended 30 June 2012.

Item 2Remuneration Report

To receive, consider and, if deemed fit, pass the following non-binding resolution:

That the Remuneration Report of the Company for the year ended 30 June 2012,as disclosed in the Directors Report, be adopted.

Item 3Re-Election of DirectorThe Hon John Dawkins AO

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That The Hon John Dawkins AO retires by rotation in accordance with rule 11.3 ofthe Companys Constitution and, being eligible, stands for re-election, be re-electedas a Director of the Company.

Item 4Share Consolidation

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

That pursuant to section 254H of the Corporations Act, the total issued share capital ofthe Company be consolidated at a ratio of one (1) ordinary share for every ten (10)ordinary shares currently on issue, rounded up to the nearest whole number.


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Item 5Change of Company Name

To consider, and if thought fit, pass the following resolution as a special resolution:

That, for the purpose of Section 157(1) of the Corporations Act and for all otherpurposes, the name of the Company be changed from Integrated Legal HoldingsLimited to ILH Group Limited.

By order of the Board.

Jean-Marie RuddCompany Secretary25 September 2012


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1. Quorum

a) The Constitution of the Company provides that at least three shareholders presentin person or by proxy constitute a quorum.

b) The quorum must be present at all times during the meeting.

c) If a quorum is not present within 30 minutes after the scheduled time for themeeting, the meeting will be dissolved.

2. Material Accompanying this Notice

The following materials accompany this Notice:

a) The Financial Report, Directors Report and Auditors Report of the Company

(provided you have elected to receive a printed copy of these reports and have notwithdrawn that election);

b) The Explanatory Notes setting out details relevant to the ordinary and specialbusiness set out in this Notice of AGM; and

c) The Proxy Form.

3. Voting and Required Majority

a) In accordance with section 249HA of the Corporations Act for resolutions 2, 3 and

4to be effective:

i. not less than 28 days written notice has been given; and

ii. each resolution must be passed by more than 50% of all the votes cast byshareholders entitled to vote on the resolutions (whether in person or byproxy, attorney or representative).

b) In accordance with sections 9 and 249HA of the Corporations Act for resolution 5to be effective:

i. not less than 28 days written notice has been given; and

ii. the special resolution must be passed by at least 75% of all the votes cast byshareholders entitled to vote on the special resolution (whether in person or byproxy, attorney or representative).

c) Subject to clause 3(d) and 3(e) and clause 4 below, on a show of hands everyshareholder has one vote and, on a poll, every shareholder has one vote for eachshare held.

d) In accordance with the restrictions contained in the Corporations Act, any KeyManagement Personnel (KMP) of the Company whose remuneration is included in

the Remuneration Report will not be eligible to vote on resolution 4, except asprovided in clause 3(e) below. The voting exclusion on the KMP also extends to anyclosely related parties of the KMP.


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5. Submission of written questions to the Company or Auditor

a) A shareholder who is entitled to vote at the meeting may submit a written question tothe Company or Auditor in advance of the meeting.

b) Questions may be directed to the Board about the business of the Company or theRemuneration Report.

c) A question may be directed to the Auditor provided it relates to:

i. The content of the Auditors Report to be considered at the meeting;

ii. The conduct of the audit or theAuditors independence; or

iii. The accounting policies adopted by the Company in relation to the preparationof the financial statements.

The Auditor may, but is not obliged to, answer any written or oral questions that areput by shareholders.

d) All questions must be sent to the Company and must be received by the Companyno later than five (5) business days before the date of the AGM. Written questionsshould be sent to the contact below for receipt no later than 22 November 2012:

Company SecretaryIntegrated Legal Holdings LimitedPO Box 7432Cloisters Square

Perth WA 6850


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Notice of Annual General Meeting- Explanatory Notes (Year Ended 30 June 2012)

Page 8

3. Directors recommendation

The Directors unanimously recommend that shareholders vote in favour of adopting theRemuneration Report.

As stated in the Notice of AGM, any KMP whose remuneration is included in theRemuneration Report (and any closely related parties of such a KMP) are not eligible tovote on this resolution, excepted as stated in this Notice of AGM.

Item 3Re-election of DirectorThe Hon John Dawkins AO

1. Background

Under clause 11.3 of the Companys Constitution, at the AGM in every year one-third of

the Directors must retire from office.

The Hon John Dawkins AO, retires by rotation and being eligible stands for re-electionas a Director of the Company.

2. Director information

Following are details on The Hon John Dawkins AO:

Age: 65Qualifications/Memberships: AO, B.Ec

Mr Dawkins was Chairman of Law Central from its early beginnings in March 2000 untilMarch 2006. His other board appointments include Chairman of Sovereign GoldCompany Limited, Australian Bauxite Limited and Precious Metal Resources Limited,and Director of M&C Saatchi Direct Pty Ltd, Cbus and Tiaro Coal Limited. For over 10years, until 2005, he served on the board of Sealcorp Holdings, now Asgard WealthSolutions, and he is a former chairman of Elders Rural Bank and Retail Energy MarketCompany Ltd.

Mr Dawkins has consulted to several large Australian and overseas companies, theWorld Bank and the OECD. Until his retirement from politics in 1994 he served as aMinister in the Australian Federal Government for 10 years and in the House ofRepresentatives for 18 years.

He is a graduate in Economics from the University of Western Australia, and he hasbeen awarded honorary doctorates from The University of South Australia and theQueensland University of Technology.

3. Directors recommendation and undirected proxies

The Directors (with The Hon John Dawkins AO abstaining) support the re-election of TheHon John Dawkins AO. The Chairman of the meeting intends to vote all undirectedproxies received by the Chairman in favour of the resolution.


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Item 4Share Consolidation

1. Background

In accordance with section 254H of the Corporations Act, the Company is seeking to

consolidate the number of shares on issue to bring its capital structure into line with othersimilarly sized listed companies. The Directors believe that this capital managementinitiative will provide ILH with a more appropriate capital structure which should benefitthe Company and its shareholders.

The key dates for the share consolidation are noted in Appendix A.

2. Timing

If the consolidation is approved, the consolidation will take effect from 14 December2012.

3. Treatment of fractions

Where the share consolidation results in a shareholder having a fractional entitlement toa share, the Company will round up the entitlement to the next whole number of shares.

If the Company reasonably believes that a shareholder has been a party to the division ofa shareholding in an attempt to obtain an advantage from this treatment of fractions, theCompany will take appropriate action, having regard as necessary to the terms of theCompanys Constitution and the ASX Listing Rules. In particular, the Company reservesthe right to disregard the division of the shareholding for the purpose of dealing with thefractions so as to round up any fraction to the nearest whole number of shares that would

have been received but for the division.

4. Effect of the consolidation

If the proposed share consolidation is approved by the shareholders, the number of theCompanysshares on issue will be reduced from approximately 105m to approximately10.5m.

As the consolidation applies equally to all of the Companys shareholders, individualshareholdings will be reduced in the same ratio as the total number of the Company sshares (subject only to the rounding of fractions). It follows that the consolidation willhave no material effect on the percentage interest of each individual shareholder in the

Company. Therefore, if a shareholder currently has 1m shares representingapproximately 1% of the issued capital, then if the share consolidation is approved andimplemented, the shareholder will have 100,000 shares following the consolidation, stillrepresenting the same 1% of the Companys issued capital.

Similarly, the aggregate value of each shareholders holding (and the Companysmarketcapitalisation) should not materially change other than minor changes as a result ofroundingas a result of the share consolidation alone (that is assuming no other marketmovements or impacts occur).

Shareholders should note that the reduction of share capital, if approved, will also havean effect on the Companys share price.

The Directors expect that the price per share will increase to reflect the reduced numberof shares on issue.


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5. Tax implications for shareholders

The summary in this section is general in nature. In addition, particular taxationimplications will depend upon the circumstances of each shareholder. Accordingly,shareholders are encouraged to seek and rely only on their own professional advice in

relation to their tax position. Neither the Company nor any of its officers, employees oradvisors assumes any liability or responsibility for advising shareholders about the taxconsequences for them from the proposed share consolidation.

The share consolidation will be undertaken in accordance with section 254H of theCorporations Act. Subject only to rounding, there will be no change to the proportionateinterests held by each shareholder in the Company as a result of the consolidation.

The share consolidation will occur through the conversion of every ten (10) ordinaryshares in the Company into one (1) ordinary share in the Company. No capital gains tax(CGT) event will occur as a result of the Companysshare consolidation and therefore

there will be no taxation implications arising for the Companys shareholders.

6. Interdependency with other resolutions

The Board has determined that resolution 4 is not dependent on any other resolution thatis being submitted to shareholders at the AGM. In other words, if resolution 4 isapproved by shareholders, the share consolidation will be undertaken, whether or notother resolutions are approved by shareholders.


The Directors unanimously recommend that shareholders vote in favour of the share

consolidation. Each Director intends to vote all the Companys shares controlled byhim/her in favour of the proposed consolidation. Details of the number of shares inwhich each Director has an interest as at the date of this Notice of AGM are set out inAppendix A.

The Chairman for this resolution intends to vote all undirected proxies received by theChairman in favour of the resolution.

8. No other material information

Other than as set out in this document, and other than information previously disclosed tothe shareholders of the Company, there is no other information that is known to the

Companys Directors which may reasonably be expected to be material to the making ofa decision by the Companys shareholders regarding whether or not to vote in favour ofthe share consolidation.


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Item 5Change of Company Name

1. Background

Shareholder approval is sought to change the Companys name from Integrated LegalHoldings Limited to ILH Group Limited.

The change of name is a simplification to the acronym ILHthat is commonly used bythe market when referencing the Company.

The change of name will coincide with a proposed change of ASX code to ILH(fromIAW) and a fresh Company logo and branding approach.

As previously announced, the Company is looking to move towards more consistentbranding across the member firms in an effort to drive increased focus on collaboration

across the Group to achieve revenue synergies. The Directors consider that theproposed name change to ILH Group Limited and associated rebranding will supportthis strategy.

As required by section 157 of the Corporations Act, the change of name will only takeeffect if 75% or more of the votes cast by shareholders entitled to vote on Resolution 5are cast in favour of the resolution.


The Directors unanimously recommend that shareholders vote in favour of adopting thechange of Company name. The Chairman of the meeting intends to vote all undirected

proxies received by the Chairman in favour of this resolution.


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APPENDIX A

Timetable for Share Consolidation

The key dates for the share consolidation are noted in the table below.

DateBusiness

Days

AGM approval of share consolidation

Results are announced to ASXThursday,

29 November 2012Day 0

Last day for trading in pre-consolidation sharesFriday,

30 November2012 Day 1

Post-consolidation trading starts on a deferred settlementbasis

The Company ASX ticker becomes IAWDA

Monday,

3 December2012 Day 2

Last day for registration of transfers on a pre-consolidationbasis

Friday,7 December 2012

Day 6

Deferred settlement trading ends

Post-consolidation holdings entered into holders securityholdings

Despatch of new holding statements completed

Friday,14 December 2012

Day 11

Normal trading commences following share consolidation

The Company ASX ticker returns to IAWMonday,

17 December 2012Day 12

Settlement of all trades conducted on a deferred settlementbasis and first settlement of trades conducted on a normal(T+3) basis

Thursday,20 December 2012

Day 15

Timetable for Change of Company Name and ASX Code

The change of company name, if approved by Shareholders, will be registered with ASIC onFriday, 30 November 2012. The ASX will formally note the change to the Companys nameafter completion of the Share Consolidation (as noted in the table above). The ASX codeILH will be changed as soon as the code becomes available (ASX has indicated late

2012/early 2013).

Directors Shareholdings

Number of Ordinary Shares

J Dawkins 3,018,311

A Tregonning 438,693

G Fowler 5,155,069


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Turn over to complete the form

T 000001 000 IAWMR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

Lodge your vote:

By Mail:Computershare Investor Services Pty Limited

GPO Box 242 Melbourne

Victoria 3001 Australia

Alternatively you can fax your form to

(within Australia) 1800 783 447

(outside Australia) +61 3 9473 2555

For intermediary Online subscribers only

(custodians) www.intermediaryonline.com

For all enquiries call:



Proxy Form

View the annual report or update your securityholding, 24 hours a day, 7 days a week:

Access the annual report

Review your securityholding

Update your securityholding

Your secure access information is:

PLEASE NOTE:For security reasons it is important that you keep your

SRN/HIN confidential.

For your vote to be effective it must be received by 10.30 am (WST) Tuesday 29 November 2012

How to Vote on Items of BusinessAll your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by

marking one of the boxes opposite each item of business. If you do

not mark a box your proxy may vote as they choose. If you mark

more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your

voting rights by inserting the percentage or number of securities

you wish to vote in the For, Against or Abstain box or boxes. The

sum of the votes cast must not exceed your voting entitlement or

100%.

Appointing a second proxy: You are entitled to appoint up to two

proxies to attend the meeting and vote on a poll. If you appoint two

proxies you must specify the percentage of votes or number of

securities for each proxy, otherwise each proxy may exercise half of

the votes. When appointing a second proxy write both names and

the percentage of votes or number of securities for each in Step 1

overleaf.

Signing InstructionsIndividual: Where the holding is in one name, the securityholder

must sign.

Joint Holding: Where the holding is in more than one name, all of

the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of

Attorney with the registry, please attach a certified photocopy of the

Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is alsothe Sole Company Secretary, this form must be signed by that

person. If the company (pursuant to section 204A of the Corporations

Act 2001) does not have a Company Secretary, a Sole Director can

also sign alone. Otherwise this form must be signed by a Director

jointly with either another Director or a Company Secretary. Please

sign in the appropriate place to indicate the office held. Delete titles

as applicable.

Attending the MeetingBring this form to assist registration. If a representative of a corporate

securityholder or proxy is to attend the meeting you will need to

provide the appropriate Certificate of Appointment of Corporate

Representative prior to admission. A form of the certificate may be

obtained from Computershare or online at www.investorcentre.com

under the information tab, "Downloadable forms".

Comments & Questions: If you have any comments or questions for

the company, please write them on a separate sheet of paper and

return with this form.

A proxy need not be a securityholder of the Company.

INTEGRATEDLEGALHOLDINGSLIMITED

ABN 20 120 394 194

www.investorcentre.com

SRN/HIN: I9999999999

916CR_0_Sample_Proxy/000001/000001/i

*S000001Q0

1*


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Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain fromvoting on Item 2 by marking the appropriate box in step 2 below.

Change of address. If incorrect,

mark this box and make the

correction in the space to the left.

Securityholders sponsored by a

broker (reference number

commences with X) should advise

your broker of any changes.

Proxy Form Please mark to indicate your directions

Appoint a Proxy to Vote on Your BehalfI/We being a member/s of Integrated Legal Holdings Limited hereby appoint

STEP 1

the ChairmanOR

PLEASE NOTE: Leave this box blank ifyou have selected the Chairman of theMeeting. Do not insert your own name(s).

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, and

to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Integrated Legal Holdings Limited to be held at Level 8,

Wesfarmers House, 40 The Esplanade, Perth, WA on Thursday, 29 November 2012 at 10.30 am and at any adjournment or postponement of

that Meeting.

STEP 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

SIGN Signature of Securityholder(s) This section must be completed.Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact

Name

Contact

Daytime

Telephone Date

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

of the Meeting

*I9999999999*I 9999999999 I ND

I AW 1 5 5 7 2 8 A

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

/ /

XX

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of

the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our

proxy on Item 2 except where I/we have indicated a different voting intention below) even though Item 2 isconnected directly or indirectly with

the remuneration of a member of key management personnel, which includes the Chairman.

For

Agains

t

Abstain

2 Remuneration Report

3 Re-election of Director - The Hon John Dawkins AO

4 Share Consolidation

5 Change of Company Name


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T 000001 000 IAWMR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

Lodge your vote:

By Mail:Computershare Investor Services Pty Limited

GPO Box 242 Melbourne

Victoria 3001 Australia

Alternatively you can fax your form to



For all enquiries call:(within Australia) 1300 726 186


Voting Instruction Form

PLEASE NOTE:For security reasons it is important that you keep your

SRN/HIN confidential.

For your vote to be effective it must be received by 10.30 am (WST) Tuesday 27 November 2012

How to Vote on Items of BusinessYou can vote by completing, signing and returning your Voting

Instruction Form. This form gives your voting instructions to CPU

Share Plans Pty Ltd, which will vote the underlying shares on your

behalf. You need to return the form no later than the time and date

shown above to give CPU Share Plans Pty Ltd enough time to

tabulate all votes and to vote on the underlying shares.

Signing InstructionsIndividual: Each securityholder must sign.

Power of Attorney: If you have not already lodged the Power of

Attorney with the Australian registry, please attach a certified

photocopy of the Power of Attorney to this form when you return it.

Comments & Questions:If you have any comments or questions

for the company, please write them on a separate sheet of paper

and return with this form.

Turn over to complete the form

INTEGRATEDLEGALHOLDINGSLIMITED

ABN 20 120 394 194

www.computershare.com/employee/au/IAW

View your securityholder information, 24 hours a day, 7 days a week:

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

916CR_0_Sample_Proxy/000001/000001/i

*S000001Q0

1*


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Change of address. If incorrect,

mark this box and make the

correction in the space to the left.

Voting Instruction Form Please mark to indicate your directions

CPU Share Plans will vote as directedVoting Instructions to CPU Share Plans Pty Ltd

STEP 1

I being a holder of shares of the Sample Company Pty Ltd hereby direct CPU Share Plans Pty Ltd to vote the shares underlying my holding at

the Scheme Meeting of Integrated Legal Holdings Limited to be held at Level 8, Wesfarmers House, 40 The Esplanade, Perth WA on Thursday,

29 November 2012 at10.30 am (WST) and at any adjournment of that meeting.

By execution of this Voting Instruction Form the undersigned hereby authorises CPU Share Plans Pty Ltd to appoint such proxies or their

substitutes to vote in their discretion on such business as may properly come before the meeting.

STEP 2 Items of Business PLEASE NOTE:If you mark the Abstainbox for an item, you are directing the trustee not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

SIGN Signature of SecurityholderThis section must be completed.

Individual

Contact

Name

Contact

Daytime

Telephone Date

For

Agains

t

Abstain

ORDINARY BUSINESS

SPECIAL BUSINESS

Item 2 Remuneration Report

Item 5

*I9999999999*I 9999999999 I ND

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

/ /

XX

Item 3 Re-election of Director - The Hon John Dawkins AO

Item 4 Share Consideration

Change of Company Name

160.asx iaw sept 26 2012 08.29 notice of agm

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