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

Company Meeting Date: 25/02/2015

Summary of transaction:

Energy Mad Limited (“Energy Mad”) was a listed Code company. Superlife Limited (“SuperLife”) and its associates together held or controlled 19.242% of the ordinary shares on issue in Energy Mad.

Energy Mad entered into two agreements with SuperLife:

  • In the first, SuperLife agreed to subscribe for up to $2.25 million of convertible notes; and

  • In the second, SuperLife agreed to subscribe for $284,000 of convertible notes.

The conversion of the convertible notes issued to SuperLife would, depending on the conversion price, result in between 8,613,186 and 253,400,000 new shares being issued to Superlife.

Energy Mad entered into a further agreement with SuperLife on 19 December 2014, in which Superlife agreed to partially underwrite a $2.24 million rights issue up to the amount of $1.8 million. The issue price was $0.065 per new share, potentially resulting in SuperLife acquiring an additional 27,692,307 Energy Mad shares.

Approval was required under rule 7(d) of the Code in order for SuperLife to increase its holding or control of voting rights in Energy Mad in excess of 20% which could result from the conversion of the convertible notes, and from underwriting the rights issue.

The Panel approved Simmons Corporate Finance to prepare a rule 18 independent adviser’s report on the merits of the allotment of shares to the allottees.

In the special meeting of shareholders held on 25 February 2015, Energy Mad’s shareholders approved SuperLife and its associates to increase their control of voting rights in Energy Mad up to a maximum of 89.266% following the conversion of convertible notes and underwriting the rights issue.

 

We do not have consent to publish other documents in relation to this transaction on our website. In the meantime, copies of those documents are available upon request to the Panel under the Official Information Act 1982. Please send your written Official Information requests to takeovers.panel@takeovers.govt.nz