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Offeror(s): Golden Tower NZ Limited
Independent Adviser(s): Simmons Corporate Finance (Rule 18)
Company Meeting Date: 07/08/2017
On 7 August 2017, Lateral Corporation Limited (“Lateral”) held a special meeting of shareholders to consider resolutions approving a number of transactions, including:
(a) an allotment of 463,405,050 shares to Golden Tower NZ Limited (the “subscription shares” and “Golden Tower”) for consideration of $3,284,250 (of which 20,595,780 would be allotted to Tasman Capital Limited (“Tasman”) as a nomine of Golden Tower) ;
(b) the disposal of all of Lateral’s current assets and liabilities to a wholly-owned subsidiary, Lateral Profiles Limited (including up to $600,000); and
(c) the disposal of Lateral’s shareholding in Lateral Profiles Limited to Lateral shareholders by an in specie distribution.
If the 463,405,050 shares allotted were voting shares, the allotment would result in Golden Tower and Tasman together holding or controlling 90% of the voting rights in Lateral, and the Code’s compulsory acquisition provisions would apply. As such, of the subscription shares, 455,444,549 were to be ordinary shares with voting rights and 7,960,501 were to be ordinary shares without voting rights. The terms of the non-voting shares were such that they would automatically become voting shares whenever, and to the extent that Golden Tower, Tasman, and their associates held or controlled less than 90% of the voting rights.
Lateral’s shareholders approved the transactions. Simmons Corporate Finance prepared a rule 18 independent adviser’s report on the merits of the allotment.