Virotec International Ld
3 September 2001
Letter to Shareholders
Letter dated 28 August 2001
NOTICE TO SHAREHOLDERS PURSUANT TO RULE 29 OF THE COMPANY'S CONSTITUTION - SALE
OF UNMARKETABLE PARCELS
According to the register of members of Virotec International Limited ('Virotec'
or the 'Company') as at the date of this letter, you are registered as the
holder of a number of shares in Virotec that is less than a 'marketable parcel'
of shares, being a parcel of shares with an aggregate value of $500 based on the
closing price quoted by the Australian Stock Exchange Limited ('ASX').
Notice is hereby given that Virotec intends to sell holdings of less than a
marketable parcel of shares held in the Company pursuant to Rule 29 of the
Company's constitution. A copy of Rule 29 of the constitution is attached for
The sale of unmarketable parcels will occur not less than 6 weeks from the date
of this notice and, in accordance with Rule 29 of the constitution and ASX
listing rule 15.13, the sale of unmarketable parcels will proceed unless the
Company receives written notice from the holder of an unmarketable parcel of
(a) the holder wishes to be exempt from Rule 29 (refer to the enclosed form);
(b) the holder holds sufficient shares to constitute a marketable parcel of
shares in the Company; or
(c) the holder no longer holds shares in the Company,
in which event the provisions of Rule 29 and this notice shall not apply to the
holder. The effective date for the purposes is Rule 29 of the constitution will
be 15 October 2001.
If you wish to retain your shareholding, please sign and return the enclosed
form by no later than 15 October 2001.
The sale of shares will occur through ASX and will be conducted at the market
price on ASX at that time. Virotec will bear the costs associated with the sale.
If your shares are sold under this process you will be sent the proceeds of sale
by cheque to the address appearing on the register of members as soon as
possible after receipt of the proceeds of sale, subject to the provisions of the
constitution concerning members whose whereabouts are unknown.
For the latest information releases by Virotec, including its prospectus dated 5
July 2001, please consult www.virotec.com . Alternatively you can contact the
Company by telephone on 07 55308014 or by email at email@example.com .
If you have any enquiries regarding your shareholding in Virotec please contact
Computershare Investor Services on 1300 552 270.
By order of the Board of Virotec International Ltd
Letter from A Craig
To the Directors
Virotec International Ltd
A.C.N 004 801 398
Shares held as at 27 August 2001:
SALE OF UNMARKETABLE PARCELS
I/ We advise that I/ We are in receipt of your correspondence regarding the Sale
of Unmarketable Parcels of shares in Virotec International Ltd, under rule 29 of
I/ We wish to confirm that I/ We would like to retain my/ our shares in Virotec
International Ltd, and hereby give notice that you are not authorised to sell
the shares on our behalf.
Dated this day of 2001.
______________________________________(All joint holders to sign)
** CORPORATIONS MUST EXECUTE THIS FORM IN ACCORDANCE WITH THEIR CONSTITUTION**
This form should be returned by 15 October 2001 to:
Virotec International Ltd Share Registry
C/- Computershare Investor Services
GPO Box 523
BRISBANE QLD 4001
29.9 Proceeds of sale
(a) After the Company receives the proceeds of sale of the Minority
(i) it may enter the name of the transferee in the register of members as
the holder of the Shares sold and remove the name of the Minority Member as
holder of those Shares and cancel any share certificate or certificates;
(ii) it must, where the Minority Member has not surrendered to the Company
any share certificate or certificates for the Shares or where the certificate or
certificates have been lost or destroyed and the Minority Member has not
delivered to the Company a statement and undertaking in a form acceptable to the
Directors that the certificate or certificates have been lost or destroyed, give
notice to the Minority Member not later than 14 days after receipt of the
proceeds of sale stating that:
(A) the Shares have been sold, the price per Share at which they were sold,
and the total proceeds of sale received; and
(B) the proceeds of sale will be retained by the Company pending surrender
of the certificate or certificates for the Shares or delivery of the
statement and undertaking in accordance with this Rule 29.9;
(iii) within 14 days of the later of:
(A) receipt by the Company of the proceeds of sale; and
(B) any certificate or certificates for the Shares being surrendered or the
statement and undertaking referred to in this Rule 29.9 being delivered
by the Minority Member to the Company,
ensure that the proceeds are sent to the Minority Member by cheque or warrant
posted to the Minority Member's address as notified to the Company under this
Constitution (or, in the case of joint holders, to the address of the holder
whose name is shown first in the register of members), the cheque or warrant to
be made payable to or to the order of the Minority Member (or, in the case of
joint holders, to the order of them, jointly); and
(iv) where the proceeds of sale are unclaimed or the Minority Member fails
to surrender any certificate or certificates for the Shares or to
deliver the statement and undertaking referred to in this Rule 29.9,
apply the proceeds of sale (subject to Rule 29.9(c)) in accordance with
the applicable laws dealing with unclaimed moneys.
(b) A Minority Member to whom notice is given under Rule 29.9(a) must
promptly surrender to the Company any certificate or certificates for
the Minority Member's Shares.
(c) A Minority Member whose Shares are sold by the Company under this Rule
29 hereby indemnifies the Company against any liability or loss arising
from, and any costs, charges and expenses in connection with, any claim
made by any person (other than the Minority Member) who has, or claims
to have, any equitable or other claim to or interest in all or any of
those Shares and the Company has the right to pay out of, or set off
against, the proceeds of sale of those Shares all sums necessary to
effect this indemnity.
(d) The Company may treat the Minority Member as the absolute owner of the
Minority Member's Shares and, subject to Rule 29.9(c), solely entitled
to receive the proceeds of sale and the Company is not, except as
ordered by a court of competent jurisdiction or as required by statute,
bound to recognise any equitable or other claim to or interest in those
Shares or the proceeds of sate on the part of any person (other than the
Minority Member) even when the Company has notice of such claim.
29.10 Validity of transferee's title
The transferee of the Minority Member's Shares is not required to see to the
regularity of the sale or application of the proceeds of sale and, after the
transferee's name is entered in the register of members as the holder of the
Minority Member's Shares, the validity of the transferee's title may not be
questioned by any person, and the remedy of any person aggrieved by the sale is
in damages only and against the Company, exclusively.
If permitted by law, the Company must bear all costs incurred as a result of the
sale of the Minority Member's Shares that are not borne by the purchaser.
VIROTEC INTERNATIONAL LIMITED
A.C.N. 004 801 398
EXTRACT FROM CONSTITUTION AS AMENDED ON 14 JUNE 2001
29. UNMARKETABLE PARCELS
Rule 29 has effect notwithstanding any other provisions of this
Constitution to the contrary, except the provisions of Rule 1.
(a) Subject to this Rule 29.2, Rule 29 may be invoked only once in any 12
(b) On the announcement of a takeover bid that relates to Shares, Rule 29
ceases to have effect in respect of Unmarketable Parcels that have not
been sold, but the procedure under Rule 29 may be commenced again after
the close of the offers made under the takeover bid.
29.3 Notice of sale
The Company must give notice in writing to all Minority Members that the
Company intends to invoke Rule 29 to allow for the sale of all the
Minority Member's Shares ('minority Member's Shares').
29.4 Effective date
A notice to a Minority Member under Rule 29.3 must nominate a date
('Effective Date') not earlier than 6 weeks after the date of service of
the notice, as the Effective Date for the purposes of the sale.
29.5 Notice to retain
If a Minority Member:
(a) has not by the Effective Date given notice in writing to the Company that
the Minority Member wishes to retain the Minority Member's Shares; or
(b) having given such a notice, revokes or withdraws it by the Effective Date,
then the following provisions of Rule 29 apply in respect of the Minority
Member and the Minority Member's Shares.
Immediately after the Effective Date, the Company is constituted the agent
of the Minority Member:
(a) to sell the Minority Member's Shares within a reasonable time through a
member of the ASX; and
(b) to deal with the proceeds of sale of the Shares in accordance with Rule
29.7 Appointment of attorney
A transfer of the Minority Member's Shares sold under Rule 29.6 may be
executed on behalf of the Minority Member by an officer of the Company.
29.8 Single transfers
Where the Minority Member's Shares of two or more Minority Members are sold
at or about the same time to one person, the transfer may be effected by
one instrument of transfer.