Ascension Capital Limited
Transaction Type: Company meeting (Allotment)
Allottee: Shareholders of Being AI Limited
Independent Adviser(s): Armillary Limited (Rule 18)
Date of meeting: 28/03/2024
This transaction effected a reverse listing of several businesses (together, Being AI Limited), through NZX-listed investment holding company, Ascension Capital Limited (ACE).
This involved ACE (among other things), acquiring 100% of the shares in Being AI Limited for scrip consideration of:
- 1,520,000,000 fully paid ordinary shares in Ascension to be issued to the interests associated with Katherine Allsop-Smith and Evan Christian (leaving those interests with 81.35% of the shares in ACE post-allotment);
- 200,000,000 fully paid ordinary shares in ACE to be issued to interests associated with David McDonald (leaving those interests with 10.71% of the shares in ACE post-allotment); and
- 80,000,000 fully paid ordinary shares in ACE to be issued to interests associated with Sean Joyce (leaving those interests with 4.28% of the shares in ACE post-allotment, these interests already having an interest in ACE prior to the transaction),
with the ordinary shares in ACE being issued at an issue price of $0.025 per share (the Transaction).
On 28 March 2024, ACE shareholders voted to approve the resolutions to effect the Transaction in accordance with rule 7(d) of the Code. On 2 April 2024, ACE was renamed Being AI Limited on the NZX.
Armillary Limited prepared an independent adviser’s report on the merits of the Proposed Transaction.
