Aorere Resources Limited
Transaction Type: Company meeting (Allotment)
Allottee: Shareholders of All Industrial Network Limited and Others
Independent Adviser(s): Simmons Corporate Finance (Rules 18 and 57)
Date of meeting: 25/06/2020
This transaction effected a reverse listing of an Australian company, All Industrial Network Limited (AIN), through NZX-listed investment company Aorere Resources Limited (Aorere).
This involved Aorere (among other things):
- consolidating its 1,655,395,842 ordinary shares on issue to 400,000 ordinary shares;
- acquiring 100% of the shares in AIN for a purchase price of $53,160,387. The payment of the purchase price was satisfied by the issue of 53,160,387 ordinary shares in Aorere to AIN’s shareholders (the AIN Parties) at a price of $1.00 per share; and
- issuing 256,000 shares to Troy Donovan, Aorere’s new Chief Financial Officer, at a price of $1.00 per share,
(together, the Transactions).
On 25 June 2020, Aorere’s shareholders approved various resolutions required to carry out the Transactions. Following completion of the Transactions, the AIN Parties and Troy Donovan became the holders or controllers of 98.7% of the shares in Aorere, therefore becoming the dominant owner of Aorere (the Dominant Owner).
On 10 July 2020, the Dominant Owner issued an acquisition notice (the Notice) informing all other Aorere shareholders that they had the right (but were not obligated) to sell their Aorere shares to nominees of the Dominant Owner for consideration of $1.00 per share.
On 6 July 2020, Aorere was renamed SMW Group Limited.
Simmons Corporate Finance prepared:
- an independent adviser’s report on the merits of the Transactions; and
- an independent adviser’s certificate that the consideration specified in the Notice was fair and reasonable.