Bethunes Investments Limited
Transaction Type: Company meeting (Acquisition)
Acquirer: Transport Investments Limited
Independent Adviser(s): Grant Samuel (Rule 18)
Date of meeting: 5/12/2017
Exemption: Bethunes Investments Limited – Exemption Notice 2017
Bethunes Investments Limited (Bethunes) proposed to acquire Transport Investments Limited (TIL) and its business and assets, the consideration for which would be part cash, paid by Bethunes, and partly by the issue of new shares in Bethunes. The result of the proposed transaction was a reverse listing of TIL on the NZX. The issue of new shares would require approval of shareholders under rule 7(d) of the Code.
As a result of the acquisition and the capital raising, TIL (and others), would become the dominant owner in Bethunes, holding or controlling more than 90% of the Bethunes shares. TIL would then comply with Part 7 of the Code, and offer to buy all outstanding shares under rule 55(1)(b)(ii). During the next 12 months TIL would distribute some or all of the Bethunes shares it would then hold to its shareholders (TIL In-Specie Distribution). The two largest shareholders in TIL were Hooker Bros. Investments Limited, holding 45.77%, and Hooker Bros. (1989) Limited, holding 39.89% (together the Hooker Bros. Entities). Each of the Hooker Bros. Entities were owned in equal shares by each of five persons (or their family trusts) (TIL Principals). The TIL In-Specie Distribution required shareholder approval under rule 7(c) of the Code.
On 16 November 2017, an exemption was granted for the Hooker Bros. Entities and one of the TIL Principals from rule 7(c) of the Code, and Bethunes from rule 15(b) of the Code in respect of the notice of meeting.
On 5 December 2017, Bethunes shareholders approved the issue of new shares and the TIL In-Specie Distribution.
Grant Samuel prepared a rule 18 independent adviser’s report on the merits of the transaction.