Amalgamation General Meeting Notice

Scots Club August 23, 2023 News 0

ARNCLIFFE SCOTS SPORTS & SOCIAL CLUB LTD

ACN 000 346 690

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Arncliffe Scots Sports & Social Club Ltd (ACN 000 346 690) (Club) will be held at the premises of the Club at 29 Burrows Street, Arncliffe NSW on Monday 25 September 2023 at 7pm.

Business

1. To consider and, if thought fit, pass an Ordinary Resolution approving in principle an amalgamation of the Club and St. George Leagues Club Ltd.

Ordinary Resolution

“That the ordinary members of Arncliffe Scots Sports & Social Club Ltd (ACN 000 346 690) hereby:

1. approve in principle the amalgamation of Arncliffe Scots Sports & Social Club Ltd (ACN 000 346 690) (“Arncliffe Scots Club”) with St. George Leagues Club Ltd (ACN 000 151 020 ) (“St. George Leagues Club”), such amalgamation to be effected by:

(a) the continuation of St. George Leagues Club (as the amalgamated club) and the dissolution of Arncliffe Scots Club;

(b) the transfer of Arncliffe Scots Club’s assets (including its real property) to St. George Leagues Club; and

2. approve in principle the making of an application to the Independent Liquor and Gaming Authority for the transfer of the club licence of Arncliffe Scots Club to St. George Leagues Club.”

Explanatory Note regarding the Ordinary Resolution

1. In accordance with clause 4 of the Registered Clubs Regulation 2015, on 29 November 2022, St. George Leagues Club Ltd (ACN 000 151 020) (St. George Leagues Club), in seeking to amalgamate St. George Leagues Club with another registered club, called for expressions of interest by ClubsNSW E-Circular (22-186) (Notice).

2. Arncliffe Scots Sports & Social Club Ltd (Arncliffe Scots Club) responded to the Notice.

3. After consideration of various commercial matters, St. George Leagues Club’s board resolved to accept Arncliffe Scots Club’s expression of interest.

4. On 15 August 2023, Arncliffe Scots Club and St. George Leagues Club executed a Memorandum of Understanding (MOU) relating to a proposed amalgamation of the two clubs. A signed copy of the MOU between Arncliffe Scots Club and St. George Leagues Club is displayed on the noticeboard. A signed copy of the MOU is also on display on: · Arncliffe Scots Club’s website at https://scotsclub.com.au; and · St. George Leagues Club’ website at https://.stgeorgeleagues.com.au.

5. Members are encouraged to carefully read the terms of the MOU and, if they have any questions or are seeking clarification of any matter relating to the amalgamation or what is contained in the MOU, they should direct their enquiries to Robert Malpass (General Manager).

6. The principle features of the proposal as set out in the MOU are summarised as follows:

Corporate Structure

(a) The amalgamation will result in the eventual dissolution of Arncliffe Scots Club as a company and a Licensed Club and the continuation of the St. George Leagues Club as the body corporate of the Amalgamated Club.

(b) The Board of St. George Leagues Club will be the Governing Body of the Amalgamated Club.

(d) The constitution of the Amalgamated Club will be the constitution of the St. George Leagues Club, subject to amendments necessary for the purposes of the amalgamation and as specified in the MOU Advisory Committee

(e) St George Leagues will create an Arncliffe Scots Club Advisory Committee (“Advisory Committee”) in respect of the Arncliffe Scots Club Premises.

(f) The initial Advisory Committee will consist of the approved manager for the Arncliffe Scots Club Premises and the existing directors of Arncliffe Scots Club who, as at the date of Completion, have given written consent to St George Leagues Club to be members of the Advisory Committee.

(g) The Advisory Committee Chairperson will be appointed by the members of the Advisory Committee.

(h) The Advisory Committee will be required to meet quarterly (or more regularly if deemed necessary by the Advisory Committee) and forward any recommendations and reports to the CEO of the Amalgamated Club regarding matters relating to the Arncliffe Scots Club Premises generally.

(i) Advisory Committee will meet quarterly with the CEO of the Amalgamated Club in the first twelve (12) months following Completion to ensure:

a. the smooth running of the Arncliffe Scots Club Premises following Completion;

b. the proper ongoing support of the Sporting Clubs (being Arncliffe Scots Junior Rugby League Football Club, Arncliffe Scots FC Arncliffe Scots Baseball Club and Arncliffe Scots Ladies Netball Club) as committed to by St George Leagues Club under the MOU;

c. That the heritage, traditions and memorabilia of Arncliffe Scots Club is properly preserved and understood.

(j) The Advisory Committee shall remain in force for as long as the Amalgamated Club trades from the Arncliffe Scots Club Premises (unless the Advisory Committee determines that its existence is no longer required at any time after the first anniversary of Completion).

(k) The Advisory Committee:

a. Is subject to the overall control and direction of the Board and management of the Amalgamated Club; and

b. Will have no function in the governance or management of the Amalgamated Club or the Arncliffe Scots Club Premises (except if specifically delegated to it by the Board of the Amalgamated Club).

(l) St George Leagues Club will adopt by-laws to give effect to the Advisory Board.

Premises of the Amalgamated Club

(m) The premises of the Amalgamated Club will be the current premises of Arncliffe Scots Club (Arncliffe Scots Club Premises) and the current premises of the St. George Leagues Club.

(n) Arncliffe Scots Club owns and occupies the land upon which Arncliffe Scots Club Premises are located.

(o) On completion of the amalgamation, Arncliffe Scots Club land will be transferred to the St. George Leagues Club, and it will then legally own and occupy Arncliffe Scots Club Premises.

(p) The traditions, amenities, culture, facilities, activities, and memorabilia of Arncliffe Scots Club will be maintained by the Amalgamated Club. In particular:

a. Memorabilia on display on Completion at the Arncliffe Scots Club Premises, and the historical information on the Arncliffe Scots Club website, will be retained and continued to be displayed for as long as the Amalgamated Club trades from the Arncliffe Scots Club Premises.

b. The Sporting Clubs, to the extent the Amalgamated Club can influence the Sporting Clubs, will retain the Scots Club colours of red, gold and black, a thistle as its emblem and the shield.

c. Amalgamated Club will continue to celebrate anniversaries of the Scots Club and the Sporting Clubs, including the upcoming 100 Year celebration of the Arncliffe Scots Junior Rugby League Football in 2026 and it will provide support (financial and otherwise) for such celebrations (for example holding functions and other similar events).

d. The Amalgamated Club will continue to display Rugby League Club Honour Boards in a conspicuous place within the premises, noting the following as a minimum:

i. Life Members

ii. Ian Maclean Long Service Recipients

iii. Percy Davis 10 Year Award Recipients

iv. Australian, NSW, St George Representative Players

v. Office Bearers

vi. Special Service Recipients

vii. Mat Hancock Memorial Award Recipients

viii. Burnsey Mug Award Recipients

ix. Ross Kite Medal Recipients

x. Reg Gasnier Best and Fairest Award Recipients

xi. Female Representative players.

e. The Amalgamated Club will continue to display:

i. on at least one reasonably sized television screen (currently installed for the sporting clubs) such other honours awarded to players and team photos etc;

ii. framed Australia, NSW, St George jerseys signed by players; and

iii. the 2003 winning A Grade jersey.

(q) The Amalgamated Club will continue the same, or provide a greater amount, of support and sponsorship to community, social and sporting groups in the local community of the Arncliffe Scots Club Premises.

(r) After completion of the amalgamation, Arncliffe Scots Club Premises will trade and be promoted as ” Scots Club” but the logo incorporating the name may be altered to utilise or include the St George Leagues Club logo branding mechanisms or livery.

(s) The Sporting Clubs will be invited by the Amalgamated Club to be active participants in the St George Leagues Club Sports Council along with its existing affiliated sporting groups

(t) The Amalgamated Club will:

a. undertake an initial capital investment of not less than one million dollars ($1,000,000) into the Arncliffe Scots Club Premises and Business in the first twelve (12) months after Completion; AND

b. after the first twelve (12) months from Completion of the Amalgamation, will continue to undertake necessary works and improvements to the Arncliffe Scots Club Premises as and when it deems it necessary and appropriate to do so.

Ceasing trading from Arncliffe Scots Club Premises

(u) St George Leagues Club and Arncliffe Scots Club have agreed that the Amalgamated Club will continue to trade from the Arncliffe Scots Club Premises for a minimum of ten (10) years from Completion except in any of the circumstances referred to in clause 11.4(i) to (v) inclusive of the MOU which include:

a. If it does so in a manner that complies with section 17AI of the Registered Clubs Act which requires the disposal to be approved by the Authority and only if it is satisfied that.

i. the disposal is necessary to ensure the financial viability of the Amalgamated Club, and

ii. a majority of the members of Arncliffe Scots Club have approved of the disposal.

b. Upon the order of any Court, Government Agency or body with jurisdiction to administer the Laws in relation to liquor, gaming and registered clubs

c. Upon the lawful order of any Government Agency to permanently cease trading in the ordinary course of business from the Arncliffe Scots Club Premises, or revoking any licence, approval or consent necessary for the Amalgamated Club to continue trading in the ordinary course of business from the Arncliffe Scots Club Premises and it is not possible for the licences, approvals or consents to be re-instated or new/replacement licences, approvals or consents to be obtained

d. If the Arncliffe Scots Club Premises are destroyed or partially destroyed, and it is not commercially viable or appropriate to reconstruct or repair the Arncliffe Scots Club Premises in the opinion of the Board of the Amalgamated Club following consultation with the Advisory Committee;

e. If required to avoid an Insolvency Event occurring in respect of the Amalgamated Club in the opinion of the Board of the Amalgamated Club; or

(v) The Amalgamated Club may also only cease trading from the Arncliffe Scots Club Premises after ten (10) years from Completion If:

i. The Board of the Amalgamated Club determines that continued trading from the Arncliffe Scots Club Premises is not in the best interests of the Amalgamated Club; and

ii. The Arncliffe Scots Club Premises has traded over any rolling 12-month period (commencing from the tenth anniversary of Completion) at an EBITDA% (as defined in clause 1) of 10% or less as evaluated at the end of each quarter on a rolling basis where the most recent quarter and the three preceding quarters are aggregated for the purposes of the calculation.

Employees of the Amalgamated Club

(w) The Amalgamated Club will appoint an approved manager for the Arncliffe Scots Club Premises and this position will be offered to the Arncliffe Scots CEO on the same terms and conditions as his current employment with Arncliffe Scots (including without limitation, days, time and location of work and remuneration)

(x) The St. George Leagues Club will give each current employee of Arncliffe Scots Club an offer of employment:

(i) on terms no less favourable than their existing terms of employment; and

(ii) with such employees to work at any Amalgamated Club site as reasonably required by the Amalgamated Club,

prior to the Completion of the Amalgamation.

(y) Any employee who:

a. accepts in writing the offer of employment with St George Leagues Club will:

i. become an employee of the Amalgamated Club on Completion;

ii. receive continuity of employment with St George Leagues Club; and

iii. have their Employee Entitlements as employees of Arncliffe Scots Club honoured by St George Leagues Club.

b. who does not accept the offer of employment with St George Leagues Club will be paid their full Employee Entitlements by Arncliffe Scots Club on Completion when their employment with Arncliffe Scots Club comes to an end.

Core property, cash and investments and poker machine entitlements of the Arncliffe Scots Club

Core Property

(z) Arncliffe Scots Club Premises is currently core property of Arncliffe Scots Club and it will also be core property of the Amalgamated Club.

Cash and Investments

(aa) The cash and investments of Arncliffe Scots Club (if any) will be transferred to the Amalgamated Club on completion of the amalgamation.

Gaming Machine Entitlements

(bb) Arncliffe Scots Club currently has seventy five (75) gaming machine entitlements (GME) and forty (40) gaming machine entitlements currently being used at the Arncliffe Scots Premises.

(cc) The Amalgamated Club intends to retain not less than forty (40) GMEs at the Arncliffe Scots Club Premises for as long as it trades from the Arncliffe Scots Club Premises.

Transfer of Members

(dd) St. George Leagues Club will amend its constitution to add a new rule for identification purposes under section 17AC of the Registered Clubs Act to identify persons as ” Arncliffe Scots Club Members”. Arncliffe Scots Club Members will have the same rights and membership privileges as Club members of St. George Leagues Club.

(ee) St. George Leagues Club will:

a. invite Arncliffe Scots Club’s financial members to become members of St. George Leagues Club and the members who accept that invitation will become Associate Members of St George Leagues Club; and

b. give Arncliffe Scots Club’s members a credit for any membership subscription amounts paid to Arncliffe Scots Club.

(ff) All transferring members will be subject to the usual restrictions applicable to new St George Leagues Club members except for transferring members who have been continuous financial members of Arncliffe Scots Club for not less than three (3) years prior to Completion for whom the “qualifying periods” in the St George Leagues Club’s Constitution will be deemed satisfied.

Amalgamation Application

7. If the members of both Arncliffe Scots Club and St. George Leagues Club pass the Ordinary Resolutions to amalgamate, an application will then be lodged with the Independent Liquor and Gaming Authority to seek approval of the transfer of Arncliffe Scots Club’s Club Licence to St. George Leagues Club .

8. If the Independent Liquor and Gaming Authority is satisfied that the amalgamation can proceed, it will grant approval of the transfer of Arncliffe Scots Club’s Club Licence to take effect upon the completion of the commercial matters required to complete the amalgamation (as contained in the MOU).

9. The assets and liabilities of Arncliffe Scots Club will then be transferred to St. George Leagues Club as contemplated in the MOU and the members of Arncliffe Scots Club will be invited by St. George Leagues Club to become members of St. George Leagues Club. The invitation to membership of St. George Leagues Club is required because under the Corporations Act 2001 a person cannot become a member of a company if that person has not consented to membership.

10. After the assets and liabilities of Arncliffe Scots Club have been transferred to St. George Leagues Club and the amalgamation has been effected, Arncliffe Scots Club will ultimately proceed to liquidation and be wound up. A separate meeting of Arncliffe Scots Club members will be required to pass a resolution to wind up.

Requirement for the Ordinary Resolution

1. Under section 17AEB of the Registered Clubs Act 1976, without limiting section 60 of the Liquor Act 2007, the Independent Liquor and Gaming Authority cannot approve of the transfer of the licence of a dissolved club (Arncliffe Scots Sports & Social Club Ltd ) unless the Authority is satisfied that:

(a) the parent club (St. George Leagues Club Ltd (ACN 000 151 020 )) will meet the requirements set out in section 10(1) of the Registered Clubs Act 1976, and

(b) the parent club (St. George Leagues Club Ltd (ACN 000 151 020 )) will be financially viable, and

(d) the proposed amalgamation has been approved in principle at separate extraordinary general meetings of the ordinary members of each of the clubs proposing to amalgamate (being in each case an approval supported by a majority of the votes cast at the meeting).

2. The Ordinary Resolution proposed in this Notice of General Meeting is required for the purposes of section 17AEB(d) of the Registered Clubs Act 1976 and the amalgamation between Arncliffe Scots Club and St. George Leagues Club cannot proceed until the ordinary members of both clubs have approved the amalgamations of their clubs at separate extraordinary general meetings.

Procedural Matters in Relation to the proposed Ordinary Resolution

1. Under section 17AEB(d) of the Registered Clubs Act 1976, the proposed amalgamation is to “be approved in principle at separate extraordinary general meetings of the ordinary members of each of the clubs proposing to amalgamate.”

2. The term “ordinary members” where used in section 17AEB(d) of the Registered Clubs Act 1976 is defined in section 4 of the Registered Clubs Act 1976 and essentially means all members in all classes of membership (excluding employees and Junior Members of Arncliffe Scots Club), other than Honorary members, Temporary members and Provisional members.

3. Accordingly, all members in all classes of membership of Arncliffe Scots Club, being Life Members, Rugby League Members, Sporting Members and Social Members (excluding employees and Junior Members of Arncliffe Scots Club) are eligible to attend the general meeting and vote on the Ordinary Resolution. This is despite any Rule in the Constitution of Arncliffe Scots Club prohibiting any of those classes of members from voting on resolutions at general meetings of Arncliffe Scots Club.

4. To be passed, the Ordinary Resolution requires votes from a simple majority of members (50% + 1) present and voting on the Ordinary Resolution at the meeting.

5. Members should read the Explanatory Notes to Members set out above which explain the general nature and effect of the Ordinary Resolution. Members should also read the Memorandum of Understanding between St. George Leagues Club and Arncliffe Scots Club.

6. Please direct any question or concerns about the Ordinary Resolution in writing to the Chairman, if possible, before the meeting.

7. Proxy Votes are not allowed under the Registered Clubs Act 1976.

8. The Board of Directors of Arncliffe Scots Club recommends that members vote in favour of the proposed Ordinary Resolution.

Dated: 23 August 2023

Yours faithfully

Robert Malpass

General Manager

ARNCLIFFE SCOTS SPORTS & SOCIAL CLUB LTD ACN 000 346 690 (“CLUB”)

NOTICE TO MEMBERS REGARDING PROPOSED AMALGAMATION WITH

ST. GEORGE LEAGUES CLUB LTD ACN 000 151 020

Pursuant to Section 17AE of the Registered Clubs Act and clause 4(5) of the Registered Clubs Regulation 2015, the members of Arncliffe Scots & Sports Social Club Ltd ACN 000 346 690 (“Arncliffe Scots Club”) are hereby notified that:

St George Leagues Club Ltd ACN 000 151 020 (“St George Leagues Club”) called for expressions of interest in amalgamation on 29 November 2022.
Arncliffe Scots Club responded to St George Leagues Club’s call for expressions of interest in amalgamation and Arncliffe Scots Club has been advised by St George Leagues Club that it has decided to enter into an amalgamation with Arncliffe Scots Club subject to execution of a Memorandum of Understanding and member approval.
St George Leagues Club will be the continuing club in the amalgamation and Arncliffe Scots Club will be the dissolving club in the amalgamation. St George Leagues Club and Arncliffe Scots Club will shortly enter a Memorandum of Understanding containing the terms of the proposed amalgamation.
A copy of the Memorandum of Understanding once entered will be made available to members of Arncliffe Scots Club for inspection on the Club’s premises at reception and on Arncliffe Scots Club’s website at least twenty-one (21) days before the General Meeting at which members will vote on the proposed amalgamation.
After the Memorandum of Understanding is executed, St George Leagues Club and Arncliffe Scots Club will convene separate general meetings for members of each club to vote on the proposed amalgamation. A Notice of General Meeting will be sent to members of Arncliffe Scots Club at least twenty (21) days before the General Meeting.
If the proposed amalgamation can be completed after various requirements have been met, then in substance all land, assets, liabilities and the club licence of Arncliffe Scots Club, as set out in the Memorandum of Understanding, will pass to St George Leagues Club subject to the terms and conditions on the Memorandum of Understanding.
During the twelve (12) month period immediately preceding the date of this notice, Arncliffe Scots Club received unsolicited merger offers from:
1. Cabramatta Leagues Club Limited – informal discussion; and
1. Ramsgate RSL Memorial Club Limited – presentation to the board.
The board of Arncliffe Scots Club considered the options and agreed that St George Leagues Club was its preferred commercial partner.
Any questions in relation to this notice should be directed to Robert Malpass, CEO of Arncliffe Scots Club.