Independent Adviser(s): Simmons Corporate Finance (Rule 18)

Company Meeting Date: 25/06/2014

Summary of transaction

Windflow Technology Limited (“Windflow”) entered an agreement with Mr David Iles, a shareholder in Windflow, for Mr Iles to subscribe for 2,000,000 Redeemable Convertible Preference Shares. If Mr Iles subscribed for further placements, Windflow proposed to allot up to 10,000,000 Windflow RCPS over the next 12 months. The maximum ordinary shares that could be held by Mr Iles on conversion of the RCPS would represent 72.98% of the total voting securities in Windflow.(Windflow shareholders had previously approved any increase in Mr Iles’ voting rights in Windflow up to a maximum of 58.29%. See here).

In April 2014, the Panel approved Simmons Corporate Finance to prepare an Independent Adviser’s Report for the purposes of rule 18 of the Code.

At a Special Meeting of Shareholders, held on 25 June 2014, the non-associated Windflow shareholders passed resolutions to approve the placements and the conversion of the RCPS.

Key Documents

Notice of Meeting:
Independent Adviser Report(s):