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Independent Adviser(s): Simmons Corporate Finance (Rule 18)
Company Meeting Date: 11/06/2015
Summary of transaction:
On 14 April 2015, Wellington Drive Technologies Limited (“WDT”) made a 5 for 6 renounceable rights offer of up to 105,310,930 ordinary shares at $0.03 cents per share (“Rights Offer”). The Rights Offer was to be underwritten by SuperLife Limited (“SuperLife”), subject to shareholder approval.
On 20 May 2015 WDT sent its Notice of Annual Meeting of Shareholders (“Notice”) to shareholders. The Notice contained a resolution to approve the allotment of 24,161,259 ordinary shares to SuperLife pursuant to the underwriting agreement (the “Allotment”).
As a result of the Allotment, SuperLife and its associates’ voting control in WDT would increase from 19.76% to 28.11%.
However, the Notice and the accompanying independent adviser’s report noted that at the 2014 annual meeting of shareholders, shareholders approved an ordinary resolution allowing WDT to allot mandatory convertible preference shares (“MCPS”) and ordinary shares to SuperLife which would result in SuperLife holding up to 64.86% of the voting rights in WDT. (For more information, see here).
Because the Allotment would occur during the conversion period of the MCPS (a transaction under which rule 16(b)(ii) of the Code applied), WDT was required to make additional disclosures in respect of rule 19B, including stating the maximum percentage of all voting securities that could be held or controlled by SuperLife and its associates after completion of both the Allotment and the conversion of the MCPS (the maximum percentage was 61.57%).
The annual meeting of shareholders is scheduled to be held on 11 June 2015.