NOTICE OF MEETING GENERAL MEETING. Australian Turf Club Limited ACN

Transcription

1 NOTICE OF MEETING GENERAL MEETING Australian Turf Club Limited ACN Meeting to be held on Saturday 29 July 2017 at Rosehill Gardens Racecourse, James Ruse Drive, Rosehill, NSW in the Grand Pavilion commencing at 9.30am

2 Chairman s Letter Dear Member It is my pleasure to invite you to attend a General Meeting of Australian Turf Club Limited ACN (ATC). The meeting will be held at Rosehill Gardens Racecourse, James Ruse Drive, Rosehill, NSW on Saturday, 29 July 2017, in the Grand Pavilion, commencing at 9:30am. Members who are not able to attend the meeting in person can vote by proxy, according to the following: By Mail: A Form of Proxy is included in this information pack. If you are not attending the meeting, please complete and return the Form of Proxy in the return envelope in sufficient time so that it reaches Computershare Investor Services by 9:30am on 27 July Members might like to allow extra time for mail to be delivered under Australia Post s new postage delivery arrangements. Online: Members can complete a proxy form online via our secure online portal. To complete the form online, please use the following link and follow the prompts. To see a demonstration of how to vote online, please use the following link atc-gm and click on the How to Vote video. This page will also have a link to the secure online voting form. Online votes can be lodged on a desktop or mobile device. Please lodge your online vote by 9:30am on 27 July The Notice of Meeting details the items to be covered at the General Meeting It is in the interests of all Members to consider the matters to be discussed at the General Meeting and exercise their right to vote, either in person at the meeting or by lodging proxy votes. I look forward to seeing you at the meeting. Yours sincerely, Laurie Macri Chairman 2

3 Notice of Meeting NOTICE is hereby given of a General Meeting of the Members of AUSTRALIAN TURF CLUB LIMITED to be held on Saturday 29 th July, 2017 commencing at 9.30am in the premises of Rosehill Gardens Racecourse, James Ruse Drive, Rosehill, NSW in the Grand Pavilion. Items of Business 1. Proposal for Amalgamation of Australian Turf Club Limited with Rydalmere Central Bowling Club and transfer of Poker Machine Entitlements To consider and, if thought fit, to pass the following resolution as an ordinary resolution: That the members hereby: (a) approve in principle the amalgamation of ATC with Rydalmere Central Bowling Club Limited ACN (RCBC), such amalgamation to be effected by: (i) (ii) the continuation of ATC (as the amalgamated club) and the dissolution of RCBC; and the transfer of RCBC s club licence to ATC; (b) (c) approve the making of an application to the Independent Liquor and Gaming Authority to transfer RCBC s club licence to ATC for the purposes of the amalgamation; and approve, for the purposes of section 21(4) of the Gaming Machines Act 2001 (NSW), the transfer of all of RCBC s poker machine entitlements from RCBC s premises to the ATC s premises at Rosehill Bowling Club after completion of the amalgamation. 2. Transfer of Poker Machine Entitlements To consider and, if thought fit, to pass the following resolution as an ordinary resolution: That, for the purposes of section 21(4) of the Gaming Machines Act 2001 (NSW), the members hereby approve ATC transferring all of the poker machine entitlements from its licensed premises located in Randwick (having liquor licence number LIQC ) (Randwick Premises) to the Club s licensed premises in Rosehill (having liquor licence number LIQC ) (Rosehill Bowling Club Premises). By order of the Board Laurie Macri Chairman 3

4 Information Regarding Voting Appointment of Proxy If you are a member and are unable to attend and vote at the General Meeting of ATC on 29 July 2017, you are entitled to appoint a proxy to attend and vote in your stead. A proxy need not be a member of ATC. If you wish to appoint an individual as your proxy, please either complete and return the proxy form or complete the proxy form online using our online portal. Members should direct their proxy as to how to vote by marking the For or Against box aside the resolutions to ensure their proxy appointment specifies the way their proxy is to vote. The proxy form must be completed online or received by Computershare Investor Services Pty Limited at GPO Box 242, Melbourne, VIC 3001 or by facsimile to in Australia or if you are overseas, by 9:30am on 27 July A reply-paid return envelope is provided. If you appoint the Chairman of the General Meeting as your proxy and do not specify how the Chairman is to vote on an item of business, the Chairman will vote (if permitted under the proxy form) as proxy for you, in favour of each resolution. Chairman s Deemed Appointment Under the Corporations Act, there are circumstances where the Chairman of the General Meeting will be taken to have been appointed as a member s proxy for the purposes of voting on a particular resolution even if the member has not expressly appointed the Chairman of the General Meeting as their proxy. This will be the case where: i) the appointment of the proxy specifies the way the proxy is to vote on a particular resolution; and ii) the Chairman of the General Meeting is not named as the proxy; and iii) a poll has been called on the resolution; and either of the following applies: iv) the proxy is not recorded as attending the General Meeting; or v) the proxy attends the General Meeting but does not vote on the resolution. Purpose of General Meeting This General Meeting is an extraordinary general meeting for the purposes of section 17AEB of the Registered Clubs Act 1976 (NSW) in relation to resolution 1 and for the purposes of section 21(4) of the Gaming Machines Act 2001 (NSW) in relation to resolution 2. 4

5 Explanatory Memorandum Agenda Item 1 Amalgamation of Australian Turf Club Limited with Rydalmere Central Bowling Club 1. The First Ordinary Resolution is made up of a number of parts. In this regard: (a) (b) (c) Paragraph (a) seeks to obtain member approval for the amalgamation of ATC and RCBC; and Paragraph (b) seeks to obtain member approval for the clubs making an application to the Independent Liquor and Gaming Authority to obtain approval for the amalgamation; Paragraph (c) seeks to obtain member approval for the amalgamated club to transfer RCBC s poker machine entitlements to ATC s Rosehill Bowling Club Premises after completion of the amalgamation. 2. An amalgamation between two registered clubs is governed by the provisions of the Registered Clubs Act 1976 (NSW) (Act). 3. One of the requirements of the Act is that the two clubs have to enter into a Memorandum of Understanding (MOU) which covers various matters specifically required by the Act to be covered. The MOU can also deal with additional matters. 4. ATC and RCBC have entered into a MOU. A copy of the MOU signed on behalf of ATC and on behalf of RCBC is included in the information sent to members with the Notice of Meeting and a copy of the MOU is also displayed on the ATC website. 5. Members are encouraged to carefully read the terms of the MOU and, if they have any questions or are seeking clarification of any matter relating to the amalgamation or what is contained in the MOU, they should direct their enquiries to Matt Galanos, Company Secretary ( companysecretary@australianturfclub.com.au and Telephone: (02) What follows in these notes is a summary of some of the principle features of the MOU and the steps that need to be followed in the amalgamation process. Effecting the Amalgamation 7. The amalgamation is being effected by the dissolution (closure) of RCBC and the continuation of ATC. It is a requirement of Act that an amalgamation must be effected by the dissolution of one club and the continuation of the other club or by the dissolution of both clubs and the formation of a new club. All amalgamations in NSW have been effected by the first method and this is the case with this amalgamation. Premises of Amalgamated Club 8. After completion of the amalgamation, the RCBC Premises will be closed and ATC (as the Amalgamated Club) will ultimately only operate from the Randwick Premises and the Rosehill Bowling Club Premises. Management of Amalgamated Club 9. The Board of the amalgamated club will be the Board of Directors of ATC and the Chief Executive Officer (CEO) and Secretary of the amalgamated club will be the Chief Executive Officer (CEO) and Secretary of ATC. Constitution of Amalgamated Club 10. The constitution of the amalgamated club will be the constitution of ATC. 5

6 RCBC s Employees 11. All of RCBC s employees will be offered employment with ATC. Any employee of RCBC who accepts the offer of employment with ATC will have continuity of employment and their accrued entitlements for holiday pay, long service leave and other entitlements will be preserved and honoured by ATC as if their period of employment with RCBC was employment with ATC. 12. Any employee of RCBC who does not accept the offer of employment of ATC will be paid out their full entitlements when their employment with RCBC comes to an end. RCBC s Members 13. The Board of ATC will create a new category of membership for RCBC s members to be known as Rydalmere Central Bowling Club Members. This is a requirement of the Act. 14. Rydalmere Central Bowling Club Members will have, in relation to the premises of ATC at Royal Randwick, such social rights under the Constitution and Rules of ATC as may be determined by the Board of ATC but, except as required by the Act, will not be entitled to: (a) (b) attend and vote at meetings of ATC; and hold office or propose or second or nominate any person for any office of ATC. RCBC s Poker Machine Entitlements 15. RCBC currently has forty (40) poker machine entitlements which will be transferred to ATC on completion of the amalgamation. 16. Section 21(4) of the Gaming Machines Act 2001 (NSW), in effect prevents ATC from transferring the final ten (10) of those forty (40) poker machine entitlements from RCBC s premises unless members approve the transfer of those poker machine entitlements at an extraordinary general meeting. 17. ATC intends to transfer RCBC s poker machine entitlements to the Rosehill Bowling Club Premises (and in the future, to the proposed Rosehill Gardens premises) after completion of the amalgamation. The First Ordinary Resolution therefore seeks to obtain member approval to this transfer of all of the poker machine entitlements from RCBC s premises to the Rosehill Bowling Club Premises. 18. ATC will not sell any of RCBC s poker machine entitlements for a period of ten (10) years from completion of the amalgamation. Donations to RCBC s Local Community 19. As far as financially possible, ATC will continue to provide the annual community support that was provided by RCBC and in amounts not less than those provided to the community by RCBC over the twelve (12) months preceding the date of the MOU. Examples of community support include use of facilities for existing community users (e.g. for meetings and small-scale events). Matters Regarding Rosehill Bowling Club Premises Advisory Committee 20. ATC currently has an Advisory Committee at the Rosehill Bowling Club Premises which makes recommendations to the Board and management of ATC regarding the operations and membership matters at those premises. As part of the amalgamation, four (4) members of RCBC will be invited to join the Advisory Committee. Bowling Sub Clubs 21. RCBC s male bowlers will be transferred to membership of Rosehill Men s Bowling Club and RCBC s female bowlers will be transferred to membership of Rosehill Women s Bowling Club. 6

7 Budget for Existing Bowling Sub Clubs 22. For the first three (3) years after completion of the amalgamation, ATC will allocate an annual budget of $30, per annum (increased by CPI on each anniversary of completion of the amalgamation) to ATC s bowling sub-clubs. Renaming the Rosehill Bowling Club Premises 23. ATC proposes to rename and rebrand the Rosehill Bowling Club Premises in the future. Courtesy Bus 24. ATC has plans to operate a Courtesy Bus for members of both RCBC and RBC. The Amalgamation Process 25. Each club must hold a meeting of its members to approve the amalgamation in the same terms as the Ordinary Resolution above. With regard to this, RCBC s members have already held a general meeting and approved the proposed amalgamation. 26. Once both clubs have approved the amalgamation an application will be made to the Independent Liquor and Gaming Authority for approval of the amalgamation. ATC will have the carriage of that application. 27. Once the approval of the Independent Liquor and Gaming Authority to the amalgamation has been obtained (and subject to due diligence and all other necessary steps being completed) there will be a formal commercial settlement. On the day of that settlement the following things (among others will happen): (a) (b) (c) (d) (e) RCBC will transfer its assets to ATC; and All members of RCBC who have consented to become members of ATC will be admitted to membership of ATC; RCBC employees who are offered and accept employment with ATC will become employees of ATC. RCBC s club licence will be transferred to ATC; ATC will become responsible for the management of the amalgamated club and will be responsible for the debts and liabilities of RCBC from that time on. 28. After completion of the amalgamation, ATC will make an application to transfer RCBC s poker machine entitlements to the Rosehill Bowling Club Premises after which RCBC will proceed to a member s voluntary winding up. 7

8 Agenda Item 2 Transfer of Poker Machine Entitlements 1. ATC amalgamated with Rosehill Bowling & Recreation Club Limited (Rosehill Bowling Club) in 2016 and now operates from both the Randwick Premises and Rosehill Bowling Club Premises. 2. There are 30 poker machine entitlements attached to the club licence held by ATC in respect of the Randwick Premises. 3. ATC does not currently operate gaming machines at the Randwick Premises and has no long term plans to do so. As a result, the 30 poker machine entitlements at the Randwick Premises are unused. 4. The Rosehill Bowling Club Premises are currently being refurbished. As part of the refurbishment, the Rosehill Bowling Club Premises will have the capacity for additional gaming machines. 5. Accordingly, ATC proposes to transfer the 30 poker machine entitlements from the Randwick Premises to the Rosehill Bowling Club Premises. 6. As outlined in relation to the First Ordinary Resolution, the Gaming Machines Act contains a provision which, in effect, prevents the Club from transferring all of the 30 poker machine entitlements from the Randwick premises unless members approve the transfer of those poker machine entitlements at an extraordinary general meeting. 7. The Second Ordinary Resolution therefore seeks to obtain member approval for the Club transferring all of the poker machine entitlements from the Randwick Premises to the Rosehill Bowling Club Premises. 8