August 24, 2009
Additional Information – Adjourned Extraordinary General Meeting August 31, 2009
As announced on August 21, 2009, CityView received a determination from ASIC under
subsections 708AA(3), 708A(2) and 713(6) of the Corporations Act in relation to CityView until
August 20, 2010.
What is the Purpose of this Letter
The purpose of this letter is to explain the effect of the ASIC determination to shareholders, which
may be relevant when considering voting on resolutions at the adjourned Extraordinary General
Meeting (“EGM”) to be held on Monday August 31, 2009 at 10am at Seminar Room, Ground
Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia.
Impact of ASIC Determination on CityView
This determination restricts CityView from raising capital by the following methods until August 20,
(a) CityView is unable to lodge a “cleansing notice” under section 708A of Corporations Act as
is commonly required when placing equity securities without a prospectus (for example to
a sophisticated investor);
(b) CityView is unable to lodge a “cleansing notice” under section 708AA of Corporations Act,
which means that if it wishes to conduct a rights issue, it must do so under a prospectus:
(c) CityView is unable to use a “transaction specific” prospectus under section 713 of
Corporations Act and in all circumstances where a prospectus is required, it must issue a
full form prospectus.
Strategy of Future Funding
Although the ASIC determination places restrictions on CityView’s ability to fundraise, the Board
considers that there are adequate funding opportunities available to proceed with its current
business plan. Some of the fundraising methods available to CityView include:
(a) Issue of new CityView securities without a prospectus (to sophisticated or institutional
investors) where the investor enters into an escrow agreement until 21 August 2010,
which will prevent sale of the issued securities until the end of the determination period,
thereby avoiding the need for a “cleansing notice”;
Level 9, 28 The Esplanade, Perth, Western Australia, 6000
PO Box 5643 St George’s Terrace, Perth, Western Australia, 6831
Telephone: (61-8) 9226 4788 Facsimile: (61-8) 9226 4799
Email: email@example.com Web: www.cityviewcorp.com
ABN: 59 009 235 634 ACN: 009 235 634
(b) Issue of new CityView securities pursuant to a full form Prospectus,
(c) Debt; and
(d) Sale of assets
Effect on EGM Resolutions
The Board has considered whether it is still necessary to proceed with each of the resolutions at
the EGM in light of the ASIC determination, and has formed the view that each of the resolutions
is still required as they are in the best interests of shareholders.
In relation to each resolution:
Resolution 1: In response to the requests from option holders, the directors consider that the
Entitlements Issue is still the best way forward and is intending to proceed with the Entitlements
Issue under a full prospectus.
Resolution 2: The directors consider it prudent to refresh the Company’s capital capacity under
ASX Listing Rule 7.1 to assist in the raising of working capital.
Resolution 3: The directors consider that this resolution will assist the negotiations for the
proposed coal acquisition as it provides a guideline to which the parties can work towards.
Review of Proxies and Eligibility
In accordance with Regulation 7.11.37 and 7.11.38 of the Corporations Regulations, the Board
has determined that a person’s entitlement to vote at the Meeting will be the entitlement of that
person set out in the register of Shareholders as at 10.00 am on Saturday August 29, 2009.
Accordingly, transactions registered after that time will be disregarded in determining
Shareholders’ entitlement to attend and vote at the Meeting.
Existing Eligible Shareholder whom has cast a proxy previously and wishes to make no change:
No action is required.
Existing Eligible Shareholder whom has cast a proxy previously and wishes to make changes or
revoke an existing proxy:
Contact Computershare Investor Services Pty Ltd on 1300 850 505
Existing Eligible Shareholder whom has not cast a proxy previously and wishes to lodge a proxy:
Contact Computershare Investor Services Pty Ltd on 1300 850 505.
Should you have any further queries please contact the CityView office on (08) 9226 4788 or
Computershare Investor Services Pty Ltd on 1300 850 505 if you wish to change or revoke an
existing proxy form.
Chief Executive Officer