Independent Adviser(s): Campbell MacPherson (Rule 18, Rule 57)

Company Meeting Date: 24/02/2016

Exemption: Chow Group Limited - Exemption Notice 2016

Compulsory Acquisition

Transaction summary:

RIS Group Limited (“RIS”) was an NZAX-listed shell company. On 9 November 2015, RIS announced that it had entered into a conditional agreement with John Chow and Michael Chow, as trustees of the John Chow Investment Trust and the Michael Chow Investment Trust. Under the agreement, RIS would acquire 100% of the shares in 16 Park Avenue Limited (“PAL”) from John Chow and Michael Chow for consideration of new ordinary shares in RIS. The proposed transaction was, in effect, a reverse takeover and backdoor listing of PAL on the NZAX.

On 24 February 2016, RIS shareholders approved the acquisition of PAL and allotment of shares to John Chow and Michael Chow. On 7 March 2016, RIS became known as Chow Group Limited (“CGL”).

The allotment of shares resulted in John Chow and Michael Chow holding or controlling 90% or more of the shares. On 9 March 2016, a substantial shareholder notice made by John and Michael Chow showed they had reduced their holding or control of voting rights in CGL to below 90%. The Panel granted an exemption from rule 55(1)(a) to John Chow and Michael Chow, as they were unable to include in their voluntary sale notice that they held or controlled 90% or more of the voting rights in CGL following the sell down of shares.

On 29 March 2016, the voluntary sale notice and accompanying documents were made available to shareholders. 

We have not received consent to publish other documents in relation to this transaction on our website. However, copies of these 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