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Offeror(s): Wentworth Financial Pty Limited, North Ridge Partners Pty Limited and Valuestream Investment Management Limited
Independent Adviser(s): Simmons Corporate Finance (Rule 18)
Company Meeting Date: 12/12/2017
Exemption: GeoOp Limited - Exemption Notice 2017
GeoOp Limited (“GeoOp”) had entered into a convertible loan agreement to borrow up to $1.5 million from Wentworth Financial Pty Limited, as well as loans to repay existing convertible notes under amendment deeds with North Ridge Partners Pty Limited and Valuestream Investment Management Limited (together, the “allottees”). Under the terms of the loans, the allottees were entitled in certain circumstances to require that principal and/or interest be satisfied by the issue of ordinary shares in GeoOp. GeoOp intended to seek shareholder approval for the allotments of shares required to effect the transaction in accordance with rule 7(d) of the Takeovers Code.
On 27 November 2017, the Panel granted an exemption to GeoOp from rules 7(d) and 16(d) of the Code to the extent that those rules required GeoOp to state the issue price for the allotments to be specified in the notice of meeting sent to shareholders. Simmons Corporate Finance prepared a rule 18 independent adviser’s report on the merits of the allotments. GeoOp shareholders approved the allotments at a special meeting of shareholders on 12 December 2017.