PACIFIC DAIRIES LIMITED (ASX.PDF)

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Two proceedings were commenced in relation to a company called Pacific Dairies Limited (the Company), which was created in order to undertake various investments in the dairy industry. Until 17 May 2016, the Company was listed , and traded, on the Australian Securities Exchange. The trial was heard by Justice Sifris from 16 to 18 September 2019. In the first proceeding, the Company sought to set aside a request made on 19 March 2019 by members of the Company for the directors to hold a general meeting of the Company. The Company argued that the meeting was not required and it had been called for an improper purpose. Justice Sifris observed that Courts should be hesitant to interfere with a minority shareholder's right to requisition a meeting unless it is called for some purpose ulterior to the passing of the resolutions contained in the requisition. His Honour did not ultimately need to deal with the issue or make the declarations sought, as there is a pending Annual General Meeting which is to take place in November 2019. At that meeting, the members would have the opportunity to decide the composition of the board of directors. In the second proceeding, a minority shareholder of the Company, William Clarke (Clarke) alleged that its affairs had been conducted in a manner contrary to the interests of the members as a whole or oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member or members. Specifically, Clarke contended that the Company had: (a) since at least 2015 achieved none of its goals and had regularly announced various initiatives, but none ever came even close to fruition; (b) paid (by way of the issue of shares and options) extremely high directors' fees in circumstances where its financial position was rapidly deteriorating and made selective share issues to directors and others without offering such issues to the shareholders at large; and (c) refused to call a meeting pursuant to a request made on 19 May 2019. Despite some concerns with the management and financial state of the Company, Justice Sifris disagreed and found that neither individually or collectively, the conduct amounted to oppression. His Honour stated that inadequate and poor stewardship, management and decisions by directors and any consequent dissatisfaction by shareholders does not of itself necessarily give rise to oppressive conduct. The issue of shares and options as payment for directors' fees and repayment for loans was not oppressive. The Company did not have cash resources available for payment and the price assigned to the securities was reasonable. It was preferable for the Company to issue equity to the directors rather than continue to accrue debt in circumstances where it was attempting to raise funds. Similarly, the failure to call a meeting pursuant to the 19 March 2019 request did not constitute oppression as a meeting called for the same purpose of determining the composition of the board of directors had taken place a short time earlier on 1 February 2019. In summary, Justice Sifris found that the conduct complained of could not be characterised as oppressive conduct. Both proceedings were dismissed.

delisted from the commencement of trading on Monday, 20 May 2019 pursuant to Listing rule 17.12.

we understand this company failed and ASX removed the company from listing because its securities have not been quoted for more than three years

The company has experienced further delays in securing funding for its Australian and Fijian projects. ASX advised the company that due to its inability to Chapters 1 & 2 of the ASX Listing Rules within the required timeframe, it will be delisted by the ASX.

Pacific Dairies Ltd and New Zealand Dairy Products Ltd have mutually agreed to terminate discussions under the terms of the MoU.

The company previously received a 249D notice from a group of shareholders. The board's view is as follows. The proposed resolution is improper, as it has retrospective operation. The proposed directors are Mr Ping Huang, Mr Tim Clarke and Mr Alan Mitchell. Mr Ping Huang and Mr Mitchell were proposed as directors by an earlier notice under section 249D. Mr Ping Huang and Mr Alan Mitchell were again proposed as directors at the General Meeting on 1 February 2019 and the vote against them was substantial. The notice is an abuse of process, is harassment of the Company and of its current directors and is not served for a proper purpose and therefore the Company has no obligation to comply with the notice. The board is in the process of initiating legal proceedings against those associated with the notice seeking orders setting aside the notice.

The company has received a purported notice of requisition of general meeting of shareholders under section 249D of the Corporations Act 2001 from the same group of shareholders previously seeking a change of board. The motion sought is: "That pursuant to section 203D of the Corproations Act 2001 and for all other purposes, Paul Duckett, Raymond Taylor, Christopher Egan, Trevor Kelly and any other Directors appointed on and from 19/03/2019 (other than any person elected at this general meeting) be removed as directors of the company and replaced by Ping (Owen) Huang, William (Tim) Clarke and Alan Mitchell." The board is seeking legal advice on the matter.

The company announces the signing of a joint venture agreement between the company and the Anthony's Group of Companies in Fiji to facilitate the development of farm and dairy processing operations in the Republic of Fiji. Under the terms of the agreement, Pacific Dairies Ltd will provide the capital for the venture and the Anthony's Group of Companies will be responsible for the provision of Land, Fijian Government support, Landholder support and ongoing market access for the Group's products.

The company releases the Results of Meeting.

The company releases a presentation on M&A and ASX Listing Plan - 2019.

The company is in receipt of a 249D Notice from one of its shareholders, Mr. Mustufa Hasan. The notice puts the following motion: "that pursuit [sic] to section 203D of the Corporations Act 2001, and for all other purposes, Paul Duckett, Ray Taylor and Chris Egan be removed as directors at the meeting and be replaced with Rhett Morson, Ping Huang and Alan Mitchell." This motion is no different to the Spill Motions facing shareholders at the Spill Meeting on 1 February 2019, with said individuals seeking to replace the current direcors. The board deems it is in the best interests of shareholders and use of their funds to join the two meetings as one.

The Company released Notice of General Meeting Proxy Form. The meeting will be held at Seasons Botanic Gardens Melbourne, 348 St Kilda Road Melbourne Victoria on Friday, 1 February 2019 at 11:00am AEDT.

Pacific Dairies Limited signs MOUs to negotiate substantial interests in dairy companies. Operations and asset base to initially include Australia, New Zealand and Fiji. Farm gate-to-plate strategy including processing and packaging capabilities. Dairy cattle, sheep and goat milk with export market being a key focus.

The spill resolution put to members at the company's 2018 AGM was carried. The general meeting equired to be held as a result will be held on 1 February 2019. The Company's three current directors, Paul Duckett, Ray Taylor and Chris Egan will all seek re-election at this meeting. The closing date for director nominations is Monday 17 December 2018, all nominations and supporting information must be received by 5:00 pm AEDT on that date.

The company releases the results of its meeting.

The company sought advice on the validity of the notice and in accordance with this advice confirms that the purported notice is not a valid notice under section 249D of the Corporations Act 2001 (Cth). Therefore, no meeting will be called by the Company.

The company lodges an Appendix 4E.

The company releases a notice of meeting. Notice is hereby given that the 2018 Annual General Meeting of Pacific Dairies Limited ACN 095 821 971 will be held at Seasons Botanic Gardens Melbourne, 348 St Kilda Road Melbourne Victoria on Friday, 30 November 2018 at 10:00 am AEDT.

The company releases an Appendix 4G and Corporate Governance Statement.

The company lodges its Annual Report to shareholders.

The company has received a purported notice of requisition of a general meeting of shareholders from shareholders jointly claiming to hold shares totalling greater than 5% of the Company's shares on issue. The notice requests that the company call a meeting to consider this: "That, Paul Duckett, Ray Taylor and Chris Egan be removed as directors of the Company with immediate effect and be replaced by Grant Darling, Ping Huang, Ian Macallan and Alan Mitchell." The company is assessing the validity of the notice.

The company releases the results of its meeting.

The company releases its Chairman's AGM Address.

Pacific Dairies plans to acquire 5 dairy farms around Strathmerton in Northern Victoria and Finlay in Southern NSW. One of the original farms identified as been sold to another party, however another equally suitable farm has been identified as a replacement. The company continues to progress the Fijian Dairy Project with Asia Pacific Logistics. Land for both farms and processing facilities has been identified and agreed with local landowners by the Fijian owners of Asia Pacific Logistics. Pramana Capital has made significant progress in identifying international interest in both the proposed Australian acquisitions and Fiji Dairy Project. Due diligence has been completed. Once the debt funding arrangements are finalised, the company will complete the ASX requirements for Chapters 1 and 2 of the Listing rules, and seek relisting. The Company advises of an amendment to Resolution 4 and the correction of typographical error in the voting exclusion statement to Resolution 5 in the notice of AGM.

Notice is hereby given that the 2017 Annual General Meeting of Pacific Dairies Limited ACN 095 821 971 will be held at Seasons Botanic Gardens Melbourne, 348 St Kilda Road Melbourne Victoria on Wednesday, 26 September 2018 at 12:00 pm AEST.

Following a scheduled ASX internal system change affecting the Market Announcements Platform, it has been necessary to re-apply the "˜Suspend' session state. This announcement serves to re-confirm the securities of this entity remain suspended.

The company releases its Appendix 4G and Corporate Governance Statement.

The company lodges its Half Yearly Report and Accounts.

The company lodges its FY2017 Appendix 4E and Annual Report.

The company issues a response to an ASX Query.

The company lodges its Half Yearly Report and Accounts (2016).

The company provides a market update. It continues to pursue debt funding options from international sources to fund the proposed acquisition of up to five dairy farms, as approved by shareholders in July 2016. The company has also continued to work with Asia Pacific Logistics to advance its prospects to develop a dairy and processing facility in Fiji. Furthermore, the lodgement of the company's 2017 interim and annual financial reports have been delayed and are expected to be completed and lodged with ASX during or prior to December 2017.

name changed from Australian Natural Proteins Limited