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Offeror(s): Platinum Management Limited
Independent Adviser(s): Grant Samuel & Associates (Rule 18)
Company Meeting Date: 23/07/2002
On 6 June 2002, IT Capital Limited (“ITC”) announced a series of related transactions to raise further capital that included the proposed issue and allotment of 50 million share options to Platinum Management Limited (“PML”). The issue of options comprised part of the remuneration package payable to PML, in consideration for its provision of management services to ITC. PML was controlled and indirectly owned by ITC’s chief executive officer David McKee-Wright and chief financial officer Maurice Bryham.
ITC also proposed the allotment of 15 million fully paid ordinary shares in ITC to Mr McKee-Wright and Mr Bryham. The allotment would result in Mr McKee-Wright and Mr Bryham each holding and controlling 21.37% of ITC’s voting rights. Furthermore as Mr McKee-Wright and Mr Bryham were associates under the Code, their control would be aggregated, giving them joint control of 42.74% of ITC’s voting rights.
The acquisition by Mr McKee-Wright and Mr Bryham of this level of control was subject to the approval of the non-interested shareholders of ITC pursuant to rule 7(d) of the Code. Rules 7(d) and 16(b) and 16(d) of the Code require the notice of meeting to contain particulars of the voting securities to be allotted. Due to the nature of the options, ITC was unable to comply with the provisions in rules 16(b) and 16(d). Accordingly, PML as proposed allottee of the securities upon the exercise of the options would be unable to comply with rule 7(d). PML was granted an exemption by the Panel from rule 7(d) and ITC was granted an exemption from rules 16(b) and (d).
The proposed allotments were approved by shareholders at a meeting held on 23 July 2002.
Grant Samuel & Associates prepared a rule 18 independent adviser’s report on the merits of the proposed allotment.