SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 1998
OZEMAIL LIMITED
ACN 066 387 157
OZEMAIL CENTRE, 39 HERBERT STREET, ST. LEONARDS NSW 2065, SYDNEY, AUSTRALIA
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X * Form 40-F
----- -----
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3- 2(b) under the Securities Exchange Act of
1934.)
Yes No X
----- -----
- ---------------
*As a foreign private issuer, OzEmail Limited ("OzEmail") is eligible
to file annual reports under cover of Form 20-F or Form 10-K.
1.
<PAGE>
OZEMAIL LIMITED
FORM 6-K
1. EXHIBITS
The following documents are filed as exhibits to this report:
Exhibit 99.1 - Appendix 4B submitted to the Australian Stock Exchange
regarding second quarter financial information.
Exhibit 99.2 - Notice to Shareholders.
2.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
OzEmail Limited
---------------
(Registrant)
Date: September 1, 1998 By: /s/ Malcolm Turnbull
-----------------------------
Name: Malcolm Turnbull
Title: Director
3.
<PAGE>
EXHIBIT INDEX
Exhibit
99.1 Appendix 4B.
99.2 Notice to Shareholders
4.
Half yearly/preliminary final report
- --------------------------------------------------------------------------------
Rules 4.1, 4.3
APPENDIX 4B (EQUITY ACCOUNTED)
HALF YEARLY/PRELIMINARY FINAL REPORT
Introduced 1/12/97. Origin: Appendices 3, 4. Amended 1/7/98.
Name of entity
- --------------------------------------------------------------------------------
OzEmail Limited
- --------------------------------------------------------------------------------
ACN or ARBN Half yearly Preliminary Half year/financial year
(tick) final (tick) ended ('current period')
- -------------------- -------- -------- -------------------------
066 387 157 30 June 1998
- -------------------- -------- -------- -------------------------
<TABLE>
<CAPTION>
EQUITY ACCOUNTED RESULTS FOR ANNOUNCEMENT TO THE MARKET
Extracts from this report for announcement to the market (see note 1). $A'000
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Sales (or equivalent operating) revenue (item 1.1) to 49,224
Abnormal items after tax attributable to members (item 2.5) -
+Operating profit (loss) after tax (before amortisation of to (4,191)
goodwill) attributable to members (item 1.26)
+Operating profit (loss) after tax attributable to members to (7,598)
(item 1.10)
Extraordinary items after tax attributable to members (item -
1.13)
+Operating profit (loss) and extraordinary items after tax to (7,598)
attributable to members (item 1.16)
- ------------------------------------------------------------------------------------------------------------------------------------
DIVIDENDS (DISTRIBUTIONS) Amount per security Franked amount per security
at 36% tax
- ------------------------------------------------------------------------------------------------------------------------------------
Final dividend (Preliminary final report only - item 15.4)
Interim dividend (Half yearly report only - item 15.6) - (cent) - (cent)
- ------------------------------------------------------------------------------------------------------------------------------------
Previous corresponding period (Preliminary final report - item 15.5;
half yearly report - item 15.7) - (cent) -(cent)
- ------------------------------------------------------------------------------------------------------------------------------------
+Record date for determining entitlements to the dividend,
(in the case of a trust, distribution) (see item 15.2) N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Brief explanation of omission of directional and percentage changes to profit in accordance with Note 1 and short details of any
bonus or cash issue or other item(s) of importance not previously released to the market:
Directional and percentage changes to profit have not been included as this is the first time that the ecomonic entity has been
required to prepared half yearly results.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Current period - $A'000 Previous corresponding
period - $A'000
<S> <C> <C> <C>
1.1 Sales (or equivalent operating) revenue 49,224 -
====================================================
1.2 Share of associates' "net profit (loss) attributable to
members" (equal to item 16.7) - -
1.3 Other revenue 1,313 -
1.4 +OPERATING PROFIT (LOSS) BEFORE ABNORMAL ITEMS
AND TAX (7,699) -
1.5 Abnormal items before tax (detail in item 2.4) - -
1.6 +Operating profit (loss) before tax (items 1.4 + 1.5) (7,699) -
1.7 Less tax (101) -
1.8 +Operating profit (loss) after tax but before outside
+equity interests (7,598) -
1.9 Less outside +equity interests - -
1.10 +OPERATING PROFIT (LOSS) AFTER TAX ATTRIBUTABLE TO
MEMBERS (7,598) -
1.11 Extraordinary items after tax (detail in item 2.6) - -
1.12 Less outside +equity interests - -
1.13 Extraordinary items after tax attributable to
members - -
1.14 TOTAL +OPERATING PROFIT (LOSS) AND EXTRAORDINARY
ITEMS AFTER TAX (items 1.8 + 1.11) (7,598) -
1.15 +Operating profit (loss) and extraordinary items after
tax attributable to outside +equity interests (items
1.9 + 1.12) - -
1.16 +OPERATING PROFIT (LOSS) AND EXTRAORDINARY ITEMS
AFTER TAX ATTRIBUTABLE TO MEMBERS (items 1.10 +
1.13) (7,598) -
1.17 Retained profits (accumulated losses) at beginning
of financial period 940 -
1.18 If change in accounting policy as set out in clause 11 of
AASB 1018 Profit and Loss Accounts, adjustments as
required by that clause (include brief description) - -
1.19 Aggregate of amounts transferred from reserves - -
1.20 Total available for appropriation (carried forward) (6,658) -
<PAGE>
CONSOLIDATED PROFIT AND LOSS ACCOUNT CONTINUED
1.20 Total available for appropriation (brought forward) (6,658) -
1.21 Dividends provided for or paid - -
1.22 Aggregate of amounts transferred to reserves - -
1.23 RETAINED PROFITS (ACCUMULATED LOSSES) AT END OF
FINANCIAL PERIOD (6,658) -
==================================================
PROFIT RESTATED TO EXCLUDE Current period Previous corresponding
AMORTISATION OF GOODWILL $A'000 period $A'000
1.24 +Operating profit (loss) after tax before outside
equity interests (items 1.8) and amortisation of
goodwill (7,598) -
1.25 Less (plus) outside +equity interests - -
1.26 +Operating profit (loss) after tax (before
amortisation of goodwill) attributable to
members (4,191) -
</TABLE>
<TABLE>
<CAPTION>
INTANGIBLE, ABNORMAL Consolidated - current period
AND EXTRAORDINARY
ITEMS Before tax Related tax Related Amount (after tax)
$A'000 $A'000 outside +equity attributable to
interests members
$A'000 $A'000
<S> <C> <C> <C> <C>
2.1 Amortisation of goodwill 3,407 - - 3,407
2.2 Amortisation of other
intangibles - - - -
2.3 TOTAL AMORTISATION OF
INTANGIBLES 3,407 - - 3,407
2.4 Abnormalitems - - - -
2.5 TOTAL ABNORMAL ITEMS - - - -
2.6 Extraordinary items - - - -
2.7 TOTAL EXTRAORDINARY ITEMS - - - -
</TABLE>
<TABLE>
<CAPTION>
COMPARISON OF HALF YEAR PROFITS Current year - $A'000 Previous year - $A'000
(Preliminary final report only)
<S> <C> <C>
3.1 Consolidated +operating profit (loss) after tax
attributable to members reported for the 1st half
year (item 1.10 in the half yearly report) - -
3.2 Consolidated +operating profit (loss) after tax
attributable to members for the 2nd half year - -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET At end of current As shown in last As in last half
(See note 5) period $A'000 annual report yearly report
$A'000 $A'000
CURRENT ASSETS
<S> <C> <C> <C> <C>
4.1 Cash 15,983 49,166 -
4.2 Receivables 15,242 10,679 -
4.3 Investments - - -
4.4 Inventories 91 43 -
4.5 Other (provide details if material) 7,468 1,400 -
-------------------------------------------------------
4.6 TOTAL CURRENT ASSETS 38,784 61,288 -
-------------------------------------------------------
NON-CURRENT ASSETS
4.7 Receivables - 4,256 -
4.8 Investments in associates - 24 -
4.9 Other investments 1,535 2,559 -
4.10 Inventories - - -
4.11 Exploration and evaluation expenditure - - -
capitalised (see para .71 of AASB 1022)
4.12 Development properties (+mining entities) - - -
4.13 Other property, plant and equipment (net) 27,413 22,494 -
4.14 Intangibles (net) 39,996 20,164 -
4.15 Other (provide details if material) 10,257 1,415 -
-------------------------------------------------------
4.16 TOTAL NON-CURRENT ASSETS 79,201 50,912 -
-------------------------------------------------------
4.17 TOTAL ASSETS 117,985 112,200 -
-------------------------------------------------------
CURRENT LIABILITIES
4.18 Accounts payable 21,228 26,664 -
4.19 Borrowings 4,685 3,673 -
4.20 Provisions 2,951 10,589 -
4.21 Other (provide details if material) 4,407 -
-------------------------------------------------------
4.22 TOTAL CURRENT LIABILITIES 33,271 40,926 -
-------------------------------------------------------
NON-CURRENT LIABILITIES
4.23 Accounts payable - - -
4.24 Borrowings 2,689 4,145 -
4.25 Provisions - 1,106 -
4.26 Other (provide details if material) - -
-------------------------------------------------------
4.27 TOTAL NON-CURRENT LIABILITIES 2,689 5,251 -
-------------------------------------------------------
4.28 TOTAL LIABILITIES 35,960 46,177 -
-------------------------------------------------------
4.29 NET ASSETS 82,025 66,023 -
<PAGE>
CONSOLIDATED BALANCE SHEET CONTINUED
EQUITY
4.30 Capital 486 444 -
4.31 Reserves 88,197 64,639 -
4.32 Retained profits (accumulated losses) (6,658) 940 -
-------------------------------------------------------
4.33 Equity attributable to members of the
parent entity 82,025 66,023 -
4.34 Outside +equity interests in controlled
entities - - -
-------------------------------------------------------
4.35 TOTAL EQUITY 82,025 66,023 -
-------------------------------------------------------
4.36 Preference capital and related premium
included as part of 4.33 - - -
</TABLE>
<TABLE>
<CAPTION>
Details of other current and non - current assets
- -------------------------------------------------
Other current assets
<S> <C>
Restricted cash* 3,720
Prepayments 2,724
Call options 1,024
------
Total 7,468
------
Other non-current assets
Restricted cash* 4,585
Future income tax benefit 2,114
Purchase of rights in Southern Cross Cable 3,558
------
Total 10,257
------
Other current liabilities
Deferred consideration 4,407
------
</TABLE>
Comments
* As at June 30, 1998, the Company had A$3,720,000 and A$4,585,000 of cash held
in current and non-current restricted term deposits, respectively, as a
condition of various telecommunication related agreements. The term deposits
classified as a non-current asset are denominated in US dollars totaling
US$2,770,000 and will not be available for use by the Company for at least
twelve months.
<TABLE>
<CAPTION>
EXPLORATION AND EVALUATION EXPENDITURE CAPITALISED
To be completed only by entities with mining interests if amounts are material.
Include all expenditure incurred regardless of whether written off directly
against profit.
Current period Previous corresponding
$A'000 period - $A'000
<S> <C> <C> <C>
5.1 Opening balance - -
5.2 Expenditure incurred during current period - -
5.3 Expenditure written off during current period - -
<PAGE>
5.4 Acquisitions, disposals, revaluation - -
increments, etc.
5.5 Expenditure transferred to Development - -
Properties
5.6 CLOSING BALANCE AS SHOWN IN THE CONSOLIDATED - -
BALANCE SHEET (item 4.11)
</TABLE>
<TABLE>
<CAPTION>
DEVELOPMENT PROPERTIES
(To be completed only by entities with mining interests if amounts are material)
Current period $A'000 Previous corresponding
period - $A'000
<S> <C> <C> <C>
6.1 Opening balance - -
6.2 Expenditure incurred during current period - -
6.3 Expenditure transferred from exploration and
evaluation - -
6.4 Expenditure written off during current period - -
6.5 Acquisitions, disposals, revaluation
increments, etc. - -
6.6 Expenditure transferred to mine properties - -
6.7 CLOSING BALANCE AS SHOWN IN THE CONSOLIDATED - -
BALANCE SHEET (item 4.12)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CASH FLOWS
(See note 6)
----------------------------------------------------
Current period $A'000 Previous corresponding
period - $A'000
----------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
CASH FLOWS RELATED TO OPERATING ACTIVITIES
<S> <C> <C> <C>
7.1 Receipts from customers 43,665 -
7.2 Payments to suppliers and employees (50,651) -
7.3 Dividends received from associates - -
7.4 Other dividends received - -
7.5 Interest and other items of similar nature received 783 -
7.6 Interest and other costs of finance paid (326) -
7.7 Income taxes paid (6,012) -
7.8 Other (provide details if material) - -
- -------------------------------------------------------------------------------------------------------------------------------
7.9 NET OPERATING CASH FLOWS (12,541) -
- -------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS RELATED TO INVESTING ACTIVITIES
- -------------------------------------------------------------------------------------------------------------------------------
7.10 Payment for purchases of property, plant and (6,517) -
equipment
- -------------------------------------------------------------------------------------------------------------------------------
7.11 Proceeds from sale of property, plant and equipment 24 -
- -------------------------------------------------------------------------------------------------------------------------------
7.12 Payment for purchases of equity investments - -
7.13 Proceeds from sale of equity investments - -
7.14 Loans to other entities - -
7.15 Loans repaid by other entities - -
7.16 Other (provide details if material) (9,186) -
- -------------------------------------------------------------------------------------------------------------------------------
7.17 NET INVESTING CASH FLOWS (15,679) -
- -------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS RELATED TO FINANCING ACTIVITIES
7.18 Proceeds from issues of +securities (shares, options,
etc.) 2,315 -
7.19 Proceeds from borrowings - -
7.20 Repayment of borrowings (2,188) -
7.21 Dividends paid (2,858) -
7.22 Other (provide details if material) (2,220) -
- -------------------------------------------------------------------------------------------------------------------------------
7.23 NET FINANCING CASH FLOWS (4,951) -
- -------------------------------------------------------------------------------------------------------------------------------
7.24 NET INCREASE (DECREASE) IN CASH HELD (33,171) -
7.25 Cash at beginning of period 49,166 -
(see Reconciliation of cash)
7.26 Exchange rate adjustments to item 7.25. (12) -
- -------------------------------------------------------------------------------------------------------------------------------
CASH AT END OF PERIOD
(see Reconciliation of cash) 15,983 -
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Other investing activities
<S> <C>
Cash placed on restricted term deposits (6,085)
Purchase of trade name (76)
Purchase of rights to Southern Cross Cable (3,559)
Cash acquired on acquisition of Interline 534
---
Total (9,186)
-----
Other financing activities
Cash placed on restricted term deposits (2,220)
-----
</TABLE>
NON-CASH FINANCING AND INVESTING ACTIVITIES
Details of financing and investing transactions which have had a material effect
on consolidated assets and liabilities but did not involve cash flows are as
follows. If an amount is quantified, show comparative amount.
- --------------------------------------------------------------------------------
In April 1998, OzEmail bought out Metro Holdings' AG ("Metro") equity interest
in OzEmail Interline, thereby increasing its equity interest to 88%. The
consideration for the transaction was $17,322,000 and included the issue of
5,400,000 Ordinary Shares with a market value per Ordinary Share of US$2.2125,
valued at A$18,520,000; and the loan forgiveness by Metro of A$2,043,000 owed by
OzEmail Interline. At the same time, OzEmail and Metro agreed to terminate the
Metro exclusive license agreement for no consideration. Neither of these
transactions had a cash impact.
On March 31, 1998, the Company acquired the Internet access business assets and
liabilities from Camtech SA Pty Limited ("Camtech"), situated in South
Australia. The consideration for the acquisition will be equal to two thirds of
Camtech's revenues over the twelve months from March 31, 1998. The immediate
payment to Camtech was 1,103,240 Ordinary Shares valued at approximately
A$2,777,000 at US$16.525 per ADS (1 ADS representing 10 Ordinary Shares).
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
RECONCILIATION OF CASH
-----------------------------------------------------
Reconciliation of cash at the end of the period (as shown in Current period Previous
the consolidated statement of cash flows) to the related $A'000 Corresponding
items in the accounts is as follows. period - $A'000
-----------------------------------------------------
<S> <C> <C> <C>
8.1 Cash on hand and at bank 15,983 -
8.2 Deposits at call -
8.3 Bank overdraft -
-----------------------------------------------------
8.4 Other (provide details) -
-----------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
8.5 TOTAL CASH AT END OF PERIOD (item 7.26) 15,983 -
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
RATIOS -----------------------------------------------------
Current period Previous corresponding
Period
-----------------------------------------------------
<S> <C> <C> <C>
PROFIT BEFORE ABNORMALS AND TAX / SALES (15.64) -
9.1 Consolidated +operating profit (loss) before
abnormal items and tax (item 1.4) as a
percentage of sales revenue (item 1.1)
- --------------------------------------------------------------------------------------------------------------------------------
PROFIT AFTER TAX / +EQUITY INTERESTS (9.26) -
9.2 Consolidated +operating profit (loss) after tax
attributable to members (item 1.10) as a percentage
of equity (similarly attributable) at the
end of the period (item 4.33)
<PAGE>
- --------------------------------------------------------------------------------------------------------------------------------
EARNINGS PER SECURITY (EPS) Current period Previous corresponding
period
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
10.1 Calculation of the following in accordance with
AASB 1027: Earnings per Share
(a) Basic EPS (0.064) -
(b) Diluted EPS (if materially different from (a)) (0.064) -
(c) Weighted average number of ordinary
shares outstanding during the period used in
the calculation of the Basic EPS 118,458,508 -
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
NTA BACKING Current period Previous corresponding
(see note 7) period
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
11.1 Net tangible asset backing per +ordinary security .32 -
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DETAILS OF SPECIFIC RECEIPTS/OUTLAYS, REVENUES/ EXPENSES
-----------------------------------------------------
Current period Previous corresponding
$A'000 period - $A'000
-----------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
12.1 Interest revenue included in determining item 1.4 783 -
-----------------------------------------------------
-----------------------------------------------------
12.2 Interest revenue included in item 12.1 but not yet
received (if material) - -
-----------------------------------------------------
12.3 Interest expense included in item 1.4 (include all
forms of interest, lease finance charges, etc.) 326 -
-----------------------------------------------------
12.4 Interest costs excluded from item 12.3 and
capitalised in asset values (if material) - -
-----------------------------------------------------
12.5 Outlays (except those arising from the +acquisition
of an existing business) capitalised in intangibles (if
material) - -
- --------------------------------------------------------------------------------------------------------------------------------
12.6 Depreciation and amortisation (excluding 6,655 -
amortisation of intangibles)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CONTROL GAINED OVER ENTITIES HAVING MATERIAL EFFECT
(See note 8)
<S> <C> <C> <C>
-------------------------------------------------------------------------
13.1 Name of entity (or group of entities) OzEmail Interline Pty Limited
-------------------------------------------------------------------------
-------------------------------------------
13.2 Consolidated +operating profit (loss) and extraordinary items after
tax of the entity (or group of entities) since the date in the current
period on which control was +acquired $(2,174)
-------------------------------------------
13.3 Date from which such profit has been calculated April 1998
-------------------------------------------
13.4 +Operating profit (loss) and extraordinary items after tax of the
entity (or group of entities) for the whole of the previous
corresponding period -
-------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOSS OF CONTROL OF ENTITIES HAVING MATERIAL EFFECT
(See note 8)
<S> <C> <C> <C>
-------------------------------------------------------------------------
14.1 Name of entity (or group of entities) N/A
-------------------------------------------------------------------------
-------------------------------------------
14.2 Consolidated +operating profit (loss) and extraordinary items after
tax of the entity (or group of entities) for the current period to the
date of loss of control $-
-------------------------------------------
14.3 Date to which the profit (loss) in item 14.2 has been calculated
-------------------------------------------
14.4 Consolidated +operating profit (loss) and extraordinary items after
tax of the entity (or group of entities) while controlled during the
whole of the previous corresponding period $-
-------------------------------------------
14.5 Contribution to consolidated +operating profit (loss) and
extraordinary items from sale of interest leading to loss of control $-
-------------------------------------------
</TABLE>
REPORTS FOR INDUSTRY AND GEOGRAPHICAL SEGMENTS
Information on the industry and geographical segments of the entity must be
reported for the current period in accordance with AASB 1005: Financial
Reporting by Segments. Because of the different structures employed by entities,
a pro forma is not provided. Segment information should be completed separately
and attached to this report. However, the following is the presentation adopted
in the Appendices to AASB 1005 and indicates which amounts should agree with
items included elsewhere in this report.
SEGMENTS
The group operates predominantly in Australasia and predominantly in the
Internet service industry.
<TABLE>
<CAPTION>
DIVIDENDS (IN THE CASE OF A TRUST, DISTRIBUTIONS)
<S> <C> <C>
-------------------------------------------
15.1 Date the dividend (distribution) is payable -
-------------------------------------------
-------------------------------------------
15.2 +Record date to determine entitlements to the dividend (distribution)
(ie, on the basis of registrable transfers received up to 5.00 pm if
paper based, or by "End of Day" if a proper +SCH transfer) -
-------------------------------------------
-------------------------------------------
15.3 If it is a final dividend, has it been declared? -
(Preliminary final report only)
-------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMOUNT PER SECURITY
- --------------------------------------------------------------------------------------------------------------------------------
Amount per security Franked amount per
security at 36% tax
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
(Preliminary final report only)
15.4 FINAL DIVIDEND: Current year -(cent) -(cent)
15.5 Previous year -(cent) -(cent)
- --------------------------------------------------------------------------------------------------------------------------------
(Half yearly and preliminary final reports)
15.6 INTERIM DIVIDEND: Current year -(cent) -(cent)
- --------------------------------------------------------------------------------------------------------------------------------
15.7 Previous year -(cent) -(cent)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
TOTAL DIVIDEND (DISTRIBUTION) PER SECURITY (INTERIM PLUS FINAL)
(Preliminary final report only)
-----------------------------------------------------
Current year Previous year
-----------------------------------------------------
<S> <C> <C> <C>
15.8 +Ordinary securities -(cent) -(cent)
-----------------------------------------------------
15.9 Preference +securities -(cent) -(cent)
-----------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
HALF YEARLY REPORT - INTERIM DIVIDEND (DISTRIBUTION) ON ALL SECURITIES OR
PRELIMINARY FINAL REPORT - FINAL DIVIDEND (DISTRIBUTION) ON ALL SECURITIES
-----------------------------------------------------
Current period Previous corresponding
$A'000 Period - $A'000
-----------------------------------------------------
<S> <C> <C> <C>
15.10 +Ordinary securities - -
-----------------------------------------------------
15.11 Preference +securities - -
-----------------------------------------------------
15.12 TOTAL - -
-----------------------------------------------------
The +dividend or distribution plans shown below are in operation.
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------
-----------------------------------------------------
The last date(s) for receipt of election notices for the +dividend or
distribution plans -
-----------------------------------------------------
Any other disclosures in relation to dividends (distributions)
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DETAILS OF AGGREGATE SHARE OF PROFITS (LOSSES) OF ASSOCIATES
-----------------------------------------------------
Current period Previous corresponding
ENTITY'S SHARE OF ASSOCIATES' $A'000 period
- $A'000
-----------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
16.1 Operating profit (loss) before income tax (2,703) -
16.2 Income tax expense - -
-----------------------------------------------------
16.3 Operating profit (loss) after income tax (2,703) -
16.4 Extraordinary items net of tax - -
-----------------------------------------------------
16.5 Net profit (loss) (2,703) -
-----------------------------------------------------
16.6 Outside equity interests (1,406) -
- --------------------------------------------------------------------------------------------------------------------------------
16.7 Net profit (loss) attributable to members (1,297) -
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
MATERIAL INTERESTS IN ENTITIES WHICH ARE NOT CONTROLLED ENTITIES
The economic entity has an interest (that is material to it) in the following
entities. If the interest was acquired or disposed of during either the current
or previous corresponding period, indicate date of acquisition ("from xx/xx/xx")
or disposal ("to xx/xx/xx").
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
NAME OF ENTITY Percentage of ownership interest Contribution to +operating profit (loss) and
held at end of period or date of extraordinary items after tax (item 1.14)
disposal
--------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
17.1 EQUITY ACCOUNTED Current Previous Current period - Previous
ASSOCIATES Period corresponding $A'000 corresponding
period period-$A'000
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OzEmail Interline Pty 48% to April - (1,297) -
Limited to April 1998 1998
(An additional interest
was acquired in April
1998 and the results
consolidated from that
date.)
- --------------------------------------------------------------------------------------------------------------------------------
17.2 Total - - (1,297) -
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
17.3 OTHER MATERIAL
INTERESTS
- --------------------------------------------------------------------------------------------------------------------------------
N/A - - - -
- --------------------------------------------------------------------------------------------------------------------------------
17.4 Total - - - -
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ISSUED AND QUOTED SECURITIES AT END OF CURRENT PERIOD
Description includes rate of interest and any redemption or conversion rights
together with prices and dates.
--------------------------------------------------------------------------------------------------
Paid-up
CATEGORY OF +SECURITIES Number issued Number quoted Par value value
(cents) (cents)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
18.1 PREFERENCE +SECURITIES - - - -
(description)
-----------------------------------------------------------------------------------
18.2 Issued during current period - - - -
- --------------------------------------------------------------------------------------------------------------------------------
18.3 +ORDINARY SECURITIES
-----------------------------------------------------------------------------------
18.4 Issued during current period 10,448,240 10,448,240 .004 -
- --------------------------------------------------------------------------------------------------------------------------------
18.5 +CONVERTIBLE DEBT SECURITIES
(description and conversion
factor) - - - -
-----------------------------------------------------------------------------------
18.6 Issued during current period - - - -
-------------- -------------
- --------------------------------------------------------------------------------------------------------------------------------
18.7 OPTIONS (description and Exercise Expiry
conversion factor) Price Date
(if any)
-----------------------------------------------------------------------------------
18.8 Issued during current period 1,080,000 1,080,000 1.20 1/1/2003
500,000 500,000 2.52 17/6/2003
-----------------------------------------------------------------------------------
18.9 Exercised during current period 3,333,000 3,333,000 0.33 31/7/2000
492,000 492,000 1.40 USD 31/7/2000
120,000 120,000 0.75 USD 30/11/2001
-----------------------------------------------------------------------------------
18.10 Expired during current period - - - -
- --------------------------------------------------------------------------------------------------------------------------------
18.11 DEBENTURES (totals only) - - - -
- --------------------------------------------------------------------------------------------------------------------------------
18.12 UNSECURED NOTES (totals only) - - - -
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
COMMENTS BY DIRECTORS
Comments on the following matters are required by ASX or, in relation to the
half yearly report, by AASB 1029: Half-Year Accounts and Consolidated Accounts.
The comments do not take the place of the directors' report and statement (as
required by the Corporations Law) and may be incorporated into the directors'
report and statement. For both half yearly and preliminary final reports, if
there are no comments in a section, state NIL. If there is insufficient space to
comment, attach notes to this report.
BASIS OF ACCOUNTS PREPARATION
If this report is a half yearly report, it is a general purpose financial report
prepared in accordance with the listing rules and AASB 1029: Half-Year Accounts
and Consolidated Accounts. It should be read in conjunction with the last annual
report and any announcements to the market made by the entity during the period.
[Delete if preliminary final statement.]
Material factors affecting the revenues and expenses of the economic entity for
the current period
- --------------------------------------------------------------------------------
In April 1998, OzEmail bought out Metro Holdings' AG ("Metro") equity
interest in OzEmail Interline, thereby increasing its equity interest to 88%.
The consideration for the transaction was $17,322,000 and included the issue of
5,400,000 Ordinary Shares with a market value per Ordinary Share of US$2.2125,
valued at A$18,520,000; and the loan forgiveness by Metro of A$2,043,000 owed by
OzEmail Interline. At the same time, OzEmail and Metro agreed to terminate the
Metro exclusive license agreement for no consideration. Goodwill recorded on
acquisition of the additional interest was $18,791,000. Amortisation expense of
$940,000 was recorded on the acquisition to 30 June 1998.
- --------------------------------------------------------------------------------
A description of each event since the end of the current period which has had a
material effect and is not related to matters already reported, with financial
effect quantified (if possible)
- --------------------------------------------------------------------------------
Nil.
- --------------------------------------------------------------------------------
Franking credits available and prospects for paying fully or partly franked
dividends for at least the next year
- --------------------------------------------------------------------------------
As at June 30, 1998 the economic entity had $7,293,506 of available franking
credits. The directors believe that there are little prospects for paying
dividends for at least the next year.
- --------------------------------------------------------------------------------
Changes in accounting policies since the last annual report are disclosed as
follows.
(Disclose changes in the half yearly report in accordance with paragraph 15(c)
of AASB 1029: Half-Year Accounts and Consolidated Accounts. Disclose changes in
the preliminary final report in accordance with AASB 1001: Accounting
Policies-Disclosure.)
- --------------------------------------------------------------------------------
Nil.
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
ADDITIONAL DISCLOSURE FOR TRUSTS
-----------------------------------------------------
<S> <C> <C>
19.1 Number of units held by the management -
company or a related party of it -----------------------------------------------------
-----------------------------------------------------
19.2 A statement of the fees and commissions payable -
to the management company.
Identify:
o initial service charges
o management fees
o other fees -----------------------------------------------------
ANNUAL MEETING
(Preliminary final report only)
The annual meeting will be held as follows:
-----------------------------------------------------
Place
-----------------------------------------------------
Date
-----------------------------------------------------
Time
-----------------------------------------------------
Approximate date the annual report will be available
-----------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
COMPLIANCE STATEMENT
<S> <C> <C>
1 This report has been prepared under accounting policies
which comply with accounting standards as defined in the
Corporations Law or other standards acceptable to ASX
(see note 13).
-----------------------------------------------------
Identify other standards used
-----------------------------------------------------
2 This report, and the financial statements prepared under
the Corporations Law (if separate), use the same accounting
policies.
3 This report does give a true and fair view of the matters
disclosed (see note 2).
<PAGE>
4 This report is based on financial statements to which one
of the following applies. (Tick one)
The financial statements The financial statements have
been been audited. been subject to review.
The financial statements are The financial statements have
in the process of being not yet been audited or
audited or subject to review. reviewed.
5 If the audit report or review by the auditor is not attached, details of
any qualifications are attached/. (Half yearly report only - the audit
report or review by the auditor must be attached to this report if this
report is to satisfy the requirements of the Corporations Law.)
6 The entity has a formally constituted audit committee.
</TABLE>
Sign here: .................................... Date:....................
(Michael Hughes - Company Secretary)
Print name: ....................................
NOTES
1. FOR ANNOUNCEMENT TO THE MARKET The percentage changes referred to in this
section are the percentage changes calculated by comparing the current
period's figures with those for the previous corresponding period. Do not
show percentage changes if the change is from profit to loss or loss to
profit, but still show whether the change was up or down. If changes in
accounting policies or procedures have had a material effect on reported
figures, do not show either directional or percentage changes in profits.
Explain the reason for the omissions in the note at the end of the
announcement section.
2. TRUE AND FAIR VIEW If this report does not give a true and fair view of a
matter (for example, because compliance with an Accounting Standard is
required) the entity must attach a note providing additional information
and explanations to give a true and fair view.
3. CONSOLIDATED PROFIT AND LOSS ACCOUNT
Item 1.1 The definition of "operating revenue" and an explanation of
"sales revenue" (or its equivalent) and "other revenue" are
set out in AASB 1004: Disclosure of Operating Revenue.
Item 1.2 'Share of associates' "net profit (loss) attributable to
members"' would form part of "other revenue" in AASB 1004 to the
extent that a profit is to be reported. ASX has elected to
require disclosure of a share of a loss in the same location for
consistency of presentation.
Item 1.4 "+operating profit (loss) before abnormal items and tax" is
calculated before dealing with outside +equity interests and
extraordinary items, but after deducting interest on borrowings,
depreciation and amortisation.
Item 1.7 This item refers to the total tax attributable to the amount
shown in item 1.6. Tax includes income tax and capital gains tax
(if any) but excludes taxes treated as operating expenses (eg,
fringe benefits tax).
4. INCOME TAX If the amount provided for income tax in this report differs (or
would differ but for compensatory items) by more than 15% from the amount
of income tax prima facie payable on the profit before tax, the entity must
explain in a note the major items responsible for the difference and their
amounts.
<PAGE>
5. CONSOLIDATED BALANCE SHEET
FORMAT The format of the consolidated balance sheet should be followed as
closely as possible. However, additional items may be added if greater
clarity of exposition will be achieved, provided the disclosure still meets
the requirements of AASB 1029 and AASB 1034. Banking institutions, trusts
and financial institutions identified in an ASC Class Order dated 2
September 1997 may substitute a clear liquidity ranking for the
Current/Non-Current classification.
BASIS OF REVALUATION If there has been a material revaluation of
non-current assets (including investments) since the last annual report,
the entity must describe the basis of revaluation adopted. The description
must meet the requirements of paragraphs 9.1 - 9.4 of AASB 1010: Accounting
for the Revaluation of Non-Current Assets. If the entity has adopted a
procedure of regular revaluation, the basis for which has been disclosed
and has not changed, no additional disclosure is required. Trusts should
also note paragraph 10 of AASB 1029 and paragraph 11 of AASB 1030.
6. STATEMENT OF CASH FLOWS For definitions of "cash" and other terms used in
this report see AASB 1026: Statement of Cash Flows. Entities should follow
the form as closely as possible, but variations are permitted if the
directors (in the case of a trust, the management company) believe that
this presentation is inappropriate. However, the presentation adopted must
meet the requirements of AASB 1026. +Mining exploration entities may use
the form of cash flow statement in Appendix 5B.
7. NET TANGIBLE ASSET BACKING Net tangible assets are determined by deducting
from total tangible assets all claims on those assets ranking ahead of the
+ordinary securities (ie, all liabilities, preference shares, outside
+equity interests etc). +Mining entities are not required to state a net
tangible asset backing per +ordinary security.
8. GAIN AND LOSS OF CONTROL OVER ENTITIES The gain or loss must be disclosed
if it has a material effect on the consolidated financial statements.
Details must include the contribution for each gain or loss that increased
or decreased the entity's consolidated +operating profit (loss) and
extraordinary items after tax by more than 5% compared to the previous
corresponding period.
9. ROUNDING OF FIGURES This report anticipates that the information required
is given to the nearest $1,000. However, an entity may report exact
figures, if the $A'000 headings are amended. If an entity qualifies under
an ASC Class Order dated 9 July 1997, it may report to the nearest million
dollars, or to the nearest $100,000, if the $A'000 headings are amended.
10. COMPARATIVE FIGURES Comparative figures are the unadjusted figures from the
previous corresponding period. However, if there is a lack of
comparability, a note explaining the position should be attached.
11. COMPARATIVE FIGURES WHEN EQUITY ACCOUNTED INFORMATION FIRST INCLUDED IN THE
ACCOUNTS There will be a lack of comparability in the figures for the
previous corresponding period when equity accounted information is first
included if this information has a material effect on the consolidated
accounts. If it does have a material effect, attach a note providing a
better comparison by restating "Operating profit (loss) after tax
attributable to members" (item 1.10) and "Investments in associates" (item
4.8) for the previous corresponding period to incorporate equity accounted
information. In addition, as required by Note 1, no directional or
percentage changes in profit are to be reported in the "For announcement to
the market" section. Where the disclosures were not previously required in
Appendix 4B, no comparatives need be shown.
<PAGE>
12. ADDITIONAL INFORMATION An entity may disclose additional information about
any matter, and must do so if the information is material to an
understanding of the reports. The information may be an expansion of the
material contained in this report, or contained in a note attached to the
report. The requirement under the listing rules for an entity to complete
this report does not prevent the entity issuing reports more frequently.
Additional material lodged with the +ASC under the Corporations Law must
also be given to ASX. For example, a directors' report and statement, if
lodged with the +ASC, must be given to ASX.
13. ACCOUNTING STANDARDS ASX will accept, for example, the use of International
Accounting Standards for foreign entities. If the standards used do not
address a topic, the Australian standard on that topic (if one) must be
complied with.
14. CORPORATIONS LAW ACCOUNTS As at 1/7/96, this report may be able to be used
by an entity required to comply with the Corporations Law as part of its
half yearly financial statements if prepared in accordance with Australian
Accounting Standards.
NOTICE OF GENERAL MEETING
OZEMAIL LIMITED
ACN 066 387 157
NOTICE is hereby given that a general meeting of the shareholders of OzEmail
Limited (the "Company") will be held at Ground Floor, the OzEmail Centre, 39
Herbert Street, St Leonards, Sydney, Australia, on 15 September 1998 at 9 am
Australian eastern standard time to conduct the following business:
AGENDA
Resolution 1
- ------------
To consider and, if thought fit, pass the following resolution as a special
resolution:
`That the OzEmail Limited 1996 Stock Option Plan (the "Plan") be
amended as follows:
o Altering Article One (III)(A) to remove directors from
eligibility under the Plan by deleting paragraph (ii);
o Altering Article One (IV) (A) to change the maximum number of
ordinary shares which may be issued over the term of the Plan by
deleting the number "650,000" and inserting the number
"13,000,000" it its place.
o Altering Article Three (XIV) (B) by adding the following
sentence:
"Without limiting the generality of the foregoing, whilst
the Corporation is admitted to the General List of the
Australian Stock Exchange Limited ("ASX") any options issued
under the Plan will be issued on terms that comply with the
applicable ASX Listing Rules, including ASX Listing Rules
6.16, 6.19 and 6.21." '
[See Explanatory Statement]
Resolution 2
- ------------
To consider and, if thought fit, pass the following resolution as an ordinary
resolution:
"That the Company issue up to 50,000,000 ordinary shares within three
months of the date of the general meeting at which this resolution is
passed or within such longer period as the Australian Stock Exchange
Limited may determine in writing."
[See the Explanatory Statement]
By order of the Board,
Michael Hughes
Company Secretary
<PAGE>
NOTES
A member entitled to attend and vote at the annual general meeting may appoint 1
or 2 persons to attend and vote at the meeting as the member's proxy.
A proxy need not be a member. If 2 proxies are appointed, each proxy must be
appointed to represent a specified proportion of the member's voting rights.
Proxies may only be appointed by returning the enclosed proxy form to the
secretary at the Company's registered office no later than 9.00 am Australian
eastern standard time on 13 September 1998. The proxy form must be signed by the
member or an attorney duly authorised in writing. If the member is a company,
the form must be duly executed on behalf of the company or by its duly
authorised officer or attorney.
A proxy form in respect of the above items of business is included with this
Notice.
The following place and facsimile number are specified for the purposes of
receipt of proxy appointments by the Company for the meeting:
Place: Ground Floor, Building B,
39 Herbert Street
St. Leonards, NSW, 2065
Facsimile number: 02 9906 8623
<PAGE>
EXPLANATORY STATEMENT
TO NOTICE OF GENERAL MEETING
RESOLUTION 1
On May 1, 1996, a general meeting of the Company passed a resolution approving
the adoption of the Employee Stock Option Plan (the "Plan") tabled at the
meeting.
A total of 6,500,000 ordinary shares have been authorised for issuance under the
1996 Plan. Currently under the Plan, employees, non-employee Board members and
consultants may, at the discretion of the Plan Administrator, be granted options
to purchase ordinary shares at an exercise price of not less than 85% of their
fair market value on the grant date.
A copy of the full terms of the Plan will be sent to a shareholder on request.
Article One (III) (A) paragraph (ii) of the Plan says "non-employee members of
the Board or the board of directors of any Parent or Subsidiary" are persons
eligible to participate in the Plan.
The directors of the Company believe that the number of shares available for
issue by the exercise of options granted under the Plan should be available for
employees without that number of shares being reduced by issues of options or
shares to directors. The directors of the Company have the power under the
articles of association to issue securities and grant options. If options or
securities are to be issued or granted to directors whilst the Company is
admitted to the ASX then under the ASX Listing Rules any such issue or grant is
subject to the approval of a special resolution of the company in general
meeting.
Article One (IV) (A) of the Plan stipulated that the maximum number of ordinary
shares that shall be issued over the term of the Plan shall not exceed 650,000
shares.
Article One (IV) (C) of the Plan stipulates that "Should any change be made to
the ordinary shares by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding ordinary shares as a class without the Corporation's
receipt of consideration, appropriate adjustments shall be made to (i) the
maximum number and / or class of securities issuable under the Plan and (ii) the
number and / or class of securities and the exercise price per shares in effect
under each outstanding option in order to prevent the dilution or enlargement of
benefits thereunder."
On September 18, 1997, a general meeting of shareholders passed a resolution
that each of the existing issued and unissued A$0.04 ordinary Shares be
subdivided into ten ordinary shares. As a consequence the maximum number of
ordinary shares that shall be issued over the term of the Plan was adjusted to a
number not exceeding 6,500,000 ordinary Shares.
As of 30 June 1998 a total of 5,025,000 options have been granted under the
Plan. Of such options, 612,010 had been exercised as of June 30, 1998. A further
total of 455,000 options granted under the Plan were forfeited as a result of
employees leaving the Company prior to the options being vested. Under Article
One (IV) (B) of the Plan, the ordinary shares subject to such forfeited options
are available for subsequent issuance under the Plan to the extent the options
expire or terminate for any reason prior to exercise in full. The remaining
number of ordinary Shares which may be issued over the term of the Plan as of
June 30, 1998 is 1,930,000.
<PAGE>
On 29 May 1998 the Company was admitted to the General List of the Australian
Stock Exchange Limited ("ASX") and became subject to the ASX Listing Rules. On
admission to the ASX the Company undertook to the ASX to amend the Plan to
comply with ASX Listing Rules 6.16, 6.19 and 6.21. The proposed amendment to
Article Three (XIV)(B) of the Plan seeks to comply with that undertaking.
The Board of the Company believes that the Plan is an important part of the
Company's incentive program. The retention of a dedicated and productive team at
OzEmail is a critical ingredient in the Company's growth and development. Given
that our employee numbers have increased considerably since the Plan was
adopted, the Board is seeking to issue additional options under the Plan and
increase the maximum number of Shares which may be issued over the term of the
Plan.
ASX Listing Rule 7.38 requires approval by a special resolution at general
meeting for amendments to a listed company's employee incentive scheme.
RESOLUTION 2
Australian Stock Exchange Limited ("ASX") Listing Rules 7.1 and 7.3 require the
approval of the holders of ordinary securities in general meeting for the issue
of more than 15% of the issued capital of the Company in any 12 month period.
The Company is proposing to raise between $US150 million and $US250 million of
new capital for purposes which will include:
o acquiring telecommunications infrastructure such as domestic long distance
and international cable and other capacity;
o acquisitions and strategic alliances in business or assets compatible with
the Company's business objectives;
o working capital.
The precise nature of such projects, investments, acquisitions, and strategic
alliances have not been finalised.
This capital is expected to be raised in the form of debt and equity. The mix of
capital between debt and equity and the absolute amount of money to be raised
will depend on overall market conditions, including interest rates, exchange
rates, the market price of the Company's shares and general market conditions in
addition to the Company's then existing needs.
In the light of the above, the Company is seeking the approval to issue up to
50,000,000 additional ordinary shares, representing approximately 41% of its
outstanding share capital. Any such issue is subject to approval by the Foreign
Investment Review Board.
The debt component of any such capital raising will not be offered or sold in
Australia. Some or all of the ordinary shares may be represented by American
Depositary Shares (each representing 10 ordinary shares in the Company) pursuant
to the Deposit Agreement of 1996 between the Company and The Bank of New York
and owners of American Depositary Shares. The ordinary shares that may be
authorised for issue under this resolution may only be offered and sold in
offerings registered under the US Securities Act of 1933, as amended (the
"Securities Act") or in transactions exempt from such registration requirements.
Any public offer to sell securities registered under the Securities Act will be
made pursuant to a prospectus in accordance with the Securities Act. If the
securities are not registered they may not be offered or sold absent an
applicable exemption from the registration requirements of the Securities Act.
<PAGE>
The minimum price for the ordinary shares in any public offer would be at least
80% of the average market price of the ordinary shares in the Company on the
Australian Stock Exchange Limited ("ASX") over the last 5 days on which the
Company's shares traded prior to the closing of any such public offer or the US
dollar equivalent, if the ordinary shares are issued in the form of ADSs. This
notice of meeting is not an offer to sell or an offer for subscription of
securities.
Shareholders should note that while the Company believes the objects referred to
above are important and valuable, the Company is not obliged to undertake any of
them and is therefore not under any compelling need to raise new equity capital
in the manner described above, or at all, and its decision to proceed in whole
or in part with the authorisation sought in this Notice of Meeting may be
influenced by a number of factors including the market price of the Company's
shares.
The ASX Listing Rules require that the Company will disregard any votes cast on
this resolution by:
o A person who may participate in the proposed equity issue and a person who
might obtain a benefit, except a benefit solely in the capacity of a
security holder, if the resolution is passed; and
o any associate of that person (or those persons).
However the Company need not disregard a vote if:
o it is cast by a person as proxy for a person who is entitled to vote, in
accordance with the directions on the proxy form; or
o it is cast by the person chairing the meeting as proxy for a person who is
entitled to vote, in accordance with a direction on the proxy form to vote
as the proxy decides.
Notes on Voting
To give effect to the above requirement any shareholder who intends applying for
additional ordinary shares in the proposed new issue will be precluded from
voting on this resolution. Shareholders attending the meeting will be asked upon
arrival whether they intend applying for or seek to acquire additional ordinary
shares in the proposed new issue. Shareholders submitting proxies must indicate
in the space provided on the proxy form whether they wish to be able to seek to
participate in the proposed new issue. Where a nominee holds shares for several
beneficial owners each beneficial owner is regarded as a separate shareholder
for these purposes.
IF A SHAREHOLDER VOTES ON THIS RESOLUTION, WHETHER IN FAVOUR OR AGAINST, THEN
THAT SHAREHOLDER AND ANY ASSOCIATE OF THAT SHAREHOLDER MAY NOT PARTICIPATE IN
THE PROPOSED EQUITY ISSUE if the resolution is passed. Messrs. Turnbull, Kennedy
and Howard, three of the directors of the Company each of whom has interests in
a substantial shareholding, will not be acquiring or subscribing for any
additional ordinary shares in the proposed issue.
<PAGE>
OZEMAIL LIMITED
ACN 066 387 157
PROXY FORM FOR GENERAL MEETING ON 15 SEPTEMBER 1998
The Company Secretary
OzEmail Limited
Level 1, 39 Herbert Street
ST LEONARDS NSW 2065
Facsimile Number: 02 9906 8623
Name:...........................................................................
Address:........................................................................
being a member/members of OzEmail Limited, hereby appoint
(name of first proxy)...........................................................
(address).......................................................................
to represent ............... per cent of my/our voting rights, and
(name of second proxy)..........................................................
(address).......................................................................
to represent ................ per cent of my/our voting rights, or in their
absence the chairman of the meeting, as my/our proxy to vote for me/us on my/our
behalf at the general meeting of the Company to be held 15 September, 1998 and
at any adjournment of that meeting.
I/we direct my/our proxy to vote as indicated below.
(If you wish to indicate how your proxy is to vote, please tick the appropriate
spaces below. If no directions are made, the proxy may abstain or vote at his or
her discretion.)
RESOLUTION FOR AGAINST
RESOLUTION 1 - Special Resolution
`That the OzEmail Limited 1996 Stock Option
Plan (the "Plan") be amended as follows:
o Altering Article One (III)(A) to
remove directors from eligibility
under the Plan by deleting
paragraph (ii);
o Altering Article One (IV) (A) to
change the maximum number of
ordinary shares which may be issued
over the term of the Plan by
deleting the number "650,000" and
inserting the number "13,000,000"
it its place.
o Altering Article Three (XIV) (B) by
adding the following sentence:
"Without limiting the generality of the
foregoing, whilst the Corporation is
admitted to the General List of the
Australian Stock Exchange Limited
("ASX") any options issued under the
Plan will be issued on terms that comply
with the applicable ASX Listing Rules,
including ASX Listing Rules 6.16, 6.19
and 6.21." ' ___ ___
<PAGE>
RESOLUTION 2
Does the shareholder or any of his, her or its
associates wish to be able to seek to participate
in the proposed new issue the subject of the
proposed resolution set out below?
Yes ___ No ___
You must tick one of these boxes.
If you tick "Yes" then you may not vote on this
resolution.
For Against
" That the Company issue up to 50,000,000
ordinary shares within three months of the
date of the general meeting at which this
resolution is passed or within such longer
period as the Australian Stock Exchange
Limited may determine in writing." ___ ___
Signed:.........................................................................
Date:...........................................................................
