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Offeror(s): various existing shareholders
Independent Adviser(s): Northington Partners
Company Meeting Date: 16/09/2016Takeover offer or company meeting
Lateral Corporation Limited (“Lateral”), an NZX-listed company, agreed to the following:
(a) a placement to four existing shareholders (“Equity Capital Providers”) for $350,000 of shares in Lateral at a price of $0.05 per share;
(b) $400,000 of debt funding from a finance company (“Debt Funding”), on the basis that the Equity Capital Providers personally guarantee the Debt Funding in return for a guarantee fee which would be satisfied through the issue of shares in Lateral at $0.03 per share; and
(c) a restructuring of loans made to Lateral by certain directors and shareholders, pursuant to which 15% of the relevant loans would be converted to shares in Lateral at $0.05 per share.
The transactions would result in the Equity Capital Providers increasing their voting rights in Lateral from 42.49% to 55.78%. Lateral sought shareholder approval in accordance with rule 7(c) of the Code. Lateral shareholders approved the resolutions on 16 September 2016.
Northington Partners prepared an independent adviser’s report under rule 18 of the Code in relation to the proposed transactions.