| 2016-11-28 |
股东大会：
将于2016-12-15召开股东大会
会议内容 ▼▲
- (1)to consider and vote upon a proposal to adopt the Contribution Agreement, dated as of August 11, 2016 and amended as of October 18, 2016 and November 15, 2016, by and among ARWA, Arowana International Limited (“AWN”), a company listed on the Australian Securities Exchange and an affiliate of certain officers, directors and shareholders of ARWA, and VivoPower International PLC, a wholly owned subsidiary of AWN (“VivoPower”) (as may be further amended, the “Contribution Agreement”), which, among other things, provides for ARWA to contribute to VivoPower the funds held in the trust account that holds the proceeds of its initial public offering, less certain expenses, in exchange for ordinary shares of VivoPower, and to approve the business combination contemplated by such agreement – we refer to this proposal as the “Contribution Proposal”;
(2)to consider and vote upon a proposal to approve the voluntary winding up of ARWA, subject to and conditional upon the approval of the Contribution Proposal and the completion of the transactions contemplated by the Contribution Agreement (the “Transactions”) — we refer to this proposal as the “Dissolution Proposal”;
(3)to consider and vote upon a proposal to approve a discretionary management incentive plan, providing for the issuance of equity by VivoPower and MidCo, a wholly owned subsidiary of VivoPower, to employees and directors of VivoPower and its subsidiaries — we refer to this proposal as the “Incentive Plan Proposal”;
(4)to consider and vote upon a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, ARWA is not authorized to consummate the Transactions or the closing conditions under the Contribution Agreement are not met — we refer to this proposal as the “Shareholder Adjournment Proposal.”
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| 2016-10-20 |
股东大会：
将于2016-11-03召开股东大会
会议内容 ▼▲
- 1. to consider and vote upon an amendment to the warrant agreement that governs all of ARWA’s warrants (the “warrant amendment”) to provide that, upon consummation of the transactions contemplated by the Contribution Agreement, dated as of August 11, 2016 (the “Contribution Agreement”), by and among ARWA, Arowana International Limited (“AWN”), a company listed on the Australian Securities Exchange and an affiliate of certain officers, directors and shareholders of ARWA, and VivoPower International PLC, a wholly owned subsidiary of AWN (“VivoPower”), each outstanding ARWA warrant will be exchanged with ARWA for one-twentieth (1/20) of an ordinary share of VivoPower
2. to consider and vote upon a proposal to adjourn the extraordinary general meeting of public warrantholders to a later date or dates, if necessary or desirable, to permit further solicitation and vote of proxies, in the event that there are not sufficient votes to approve the Warrant Amendment Proposal
3. to consider and vote upon a proposal to adopt the Contribution Agreement, dated as of August 11, 2016, by and among ARWA, Arowana International Limited (“AWN”), a company listed on the Australian Securities Exchange and an affiliate of certain officers, directors and shareholders of ARWA, and VivoPower International PLC, a wholly owned subsidiary of AWN (“VivoPower”) (as may be amended, the “Contribution Agreement”), which, among other things, provides for ARWA to contribute to VivoPower the funds held in the trust account that holds the proceeds of its initial public offering, less certain expenses, in exchange for ordinary shares of VivoPower, and to approve the business combination contemplated by such agreement
4. to consider and vote upon a proposal to approve the voluntary winding up of ARWA, subject to and conditional upon the approval of the Contribution Proposal and the completion of the transactions contemplated by the Contribution Agreement (the “Transactions”)
5. to consider and vote upon a proposal to approve a discretionary management incentive plan, providing for the issuance of equity by VivoPower and VivoPower’s subsidiary, VivoPower International Services Limited, to employees and directors of VivoPower and its subsidiaries
6. to consider and vote upon a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, ARWA is not authorized to consummate the Transactions or the closing conditions under the Contribution Agreement are not met
7. to amend (the “Extension Amendment”) Arowana’s amended and restated memorandum and articles of association (the “charter”) to extend the date by which Arowana has to consummate a business combination (the “Extension”) to January 9, 2017 (the “Extended Date”);
8. to amend (the “Conversion Amendment”) Arowana’s charter to allow the holders of ordinary shares issued in Arowana’s initial public offering (the “IPO”, and such shares sold in the IPO are referred to as the “public shares”) to elect to convert their public shares into $10.20 per share, representing the pro rata portion of the funds held in the trust account established at the time of the IPO (the “trust account”), if the Extension is implemented (the “Conversion”), such conversion of shares to be accomplished by means of a repurchase under Cayman Islands law.
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