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August 24, 2009 Additional Information – Adjourned Extraordinary ...
August 24, 2009 Additional Information – Adjourned Extraordinary General Meeting August 31, 2009 Dear Shareholder 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, 2010:- (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: and (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: firstname.lastname@example.org Web: www.cityviewcorp.com ABN: 59 009 235 634 ACN: 009 235 634 -2– (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. Yours sincerely Mark Smyth Chief Executive Officer
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