Forum Archive Index - May 2000

["David Thompson" <dvd_tpn@hotmail.com>]

FRONTIER PETROLEUM NL                         2000-05-15  ASX-SIGNAL-G

HOMEX - Perth

+++++++++++++++++++++++++
NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of the members of
Frontier Petroleum NL ("Company") will be held at ASX Theatrette at
530 Collins Street, Melbourne, on Tuesday 13 June 2000 at 3:00pm.

BUSINESS

1. ISSUE OF SHARES

To consider and, if thought fit, to pass the following resolution as
an ordinary resolution:

"Subject to Resolution 2, that, in accordance with the requirements
of section 611 Item 7 of the Corporations Law and Australian Stock
Exchange Listing Rules 7.1, 10.1 and 11.1, the members of the Company
agree to:

(a) the acquisition by the Company of all of the issued shares in
Receivables Management Limited ACN 092 094 981 ("RM") subject to the
terms and conditions of a number of transaction documents (the
"Agreements"), including:

(i)   the Share Sale Agreement between the Company, Catillus Pty Ltd
       ACN 006 751 622 ("Catillus"), Carlita Court Pty Ltd ACN 079 120
       066 ("Carlita") and Cullen Investments Limited ("Cullen")
       pursuant to which the Company will acquire 187,316,355 RM
       shares ("Cooney and Cullen Agreement");

(ii)  the Unit Sale Deed between Receivables Management (Vic) Pty Ltd
       ACN 005 245 429 ("RM Vic") as trustee of the W J Lawrence Trust
       ("Vic Trust") and Receivables Management (NSW) Pty Ltd ACN 006
       447 918 ("RM NSW") as Trustee of the Lancaster Sydney Trust
       ("NSW Trust") as varied by the parties pursuant to which RM Vic
       will become the sole holder of all of the units in the NSW Trust and 
shares in RM NSW ("NSW Agreement");

(iii) the Repurchase and Allotment Agreement between RM Vic and RM
       pursuant to which RM will become the sole holder of all of the
       units in the Vic Trust and shares in RM Vic ("Vic Agreement");

(iv)  the Asset Sale Agreements between the Company and vendors of
       certain receivables management services businesses in Australia
       listed in Item 1 of Annexure "B" to the Explanatory Memorandum
       accompanying this Notice pursuant to which RM will acquire
       receivables management services assets ("Asset Sale
       Agreements");

(v)   the Asset Sale Agreements between Receivables Nominees Limited
       ("RMG NZ") and vendors of certain receivables management
       services businesses in New Zealand listed in Item 2 of Annexure
       "B" to the Explanatory Memorandum accompanying this Notice
       pursuant to which RMG NZ will acquire receivables management
       services assets ("NZ Asset Agreements");

(vi)  the Share Sale Agreement between Cullen and RM pursuant to which
       RM will acquire all of the shares held by Cullen in the share
       capital of RMG NZ;

(vii) the Share Sale Agreement between Stuart Christie, Robert
       Garters and RM pursuant to which RM will acquire all of the
       shares held by Christie and Garters in the share capital of RMG
       NZ;

(viii)the Undertaking and Subscription Agreement between Cullen and
       RMG NZ;

(ix)  the Share Transfer Agreement between Laurie Brenssell, Margaret
       Brenssell and RL Garters, M Garters and J Rundle as trustees of
       the Garters Family Trust and RMG NZ pursuant to which RMG NZ
       will acquire all of the issued share capital of Northern
       Receivables Limited;

(x)   the Share Transfer Agreement between RL Garters, M Garters and J
       Rundle as trustees of the Garter Family Trust and RMG NZ
       pursuant to which RMG NZ will acquire all of the issued share
       capital of Southern Receivables Limited;

(xi)  any other documents necessary or incidental to the transactions
       contemplated under the above documents; and

in particular,

(b) the issue and allotment of 296,446,959 ordinary fully paid shares
in the Company to:

(x)   the vendor shareholders of RM (or, in the case of Cullen, its
       nominee subsidiary) pursuant to the Cooney and Cullen
       Agreement; and

(xi)  the vendors of debt recovery businesses whose assets are to be
       sold to RM or its subsidiaries pursuant to the Asset Sale
       Agreements and the NZ Asset Agreements;

(xii) vendor unitholders of the NSW Trust and shareholders of RM NSW
       pursuant to the NSW Agreement;

(xiii)vendor unitholders of the Vic Trust and shareholders of RM Vic
       pursuant to the Vic Agreement; and

(collectively the "Vendors"),

as a result of which;

(xiv) Cullen will have voting power of no more than 134,144,798
       shares in the Company; and

(xv)  Eric Watson will have voting power of no more than 128,981,809
       shares in the Company,

which is more than 20% of the shares in the Company, irrespective of
whether the voting power to shares in the Company of Cullen, Eric
Watson or any other member of the Company may have changed between:

(xvi) the date of the notice convening this meeting and the date of
       this meeting; and

(xvii)the date of this meeting and the date of completion of the
       Agreements."

2. SHARE PLACEMENTS

To consider and, if thought fit, to pass the following resolution as
an ordinary resolution:

"That, in accordance with the requirements of Australian Stock
Exchange Listing Rule 7.1, the members of the Company agree to the
issue and allotment of up to 125,000,000 ordinary fully paid shares
in the Company to selected institutional investors, exempt investors
under the Corporations Law and brokers pursuant to placements made by
the directors of the Company."

3. CHANGE OF NAME

To consider and, if thought fit, pass the following special
resolution:

"That, subject to completion of the transactions contemplated in the
Agreements, the name of the Company be changed to RMG Limited after
the date of issue of the shares referred to in Resolution 1."

4. ELECTION OF DIRECTORS

Subject to completion of the transactions contemplated under the
Agreements, the following directors, having been nominated by the
directors of the Company for the position, have consented in writing
to act as a director of the Company and, being eligible, offer
themselves for election with effect from completion of the
transactions contemplated under the Agreements:

(1) Mr Paul Cooney; and

(2) Mr David De Campo.

5. REMOVAL OF AUDITORS

To consider and, if thought fit, pass the following ordinary
resolution:

"That, subject to completion of the transactions contemplated under
the Agreements, Ernst & Young be removed from their office as the
auditors of the Company."

6. APPOINTMENT OF NEW AUDITORS

To consider and, if thought fit, pass the following special
resolution:

"That, subject to completion of the transactions contemplated under
the Agreements and the passing of Resolution 5,
PricewaterhouseCoopers be appointed as the auditors of the Company."

7. GRANT OF OPTIONS

To consider and, if thought fit, pass the following resolution as a
special resolution:

"That, subject to completion of the transactions contemplated by the
Agreements, Cooney be granted 5 million options on the terms and
conditions set out in the Explanatory Notes included with this Notice
of Meeting.

J Tarrant
Director


________________________________________________________________________
Get Your Private, Free E-mail from MSN Hotmail at http://www.hotmail.com


----------------------------------------------------------------------------
http://www.sharechat.co.nz/          New Zealand's home for market investors
To remove yourself from this list, please us the form at
http://www.sharechat.co.nz/forum.html.