Cooks Global Foods Limited


Transaction Type: Company meeting (Acquisition)

Acquirer: Jiajiayue Group Co Limited, Graeme Keith Jackson

Independent Adviser(s): Simmons Corporate Finance (Rule 18)

Date of meeting: 20/11/2015


Cooks Global Foods Limited (Cooks) entered into a condition heads of agreement with Jiajiayue Group Co Limited (Jiajiayue) and Graeme Keith Jackson to each contribute capital of $4.5 million in exchange for 35,156,250 shares in Cooks.

Jiajiayue and Mr Jackson also sought to acquire 40.30% of Cooks shares which were held by DSL Management Limited.

As a result of both these transactions, Jiajiayue’s voting rights in Cooks could have potentially increased to 25.28% and Mr Jackson’s voting rights could have potentially increased to 34.96%, both triggering rule 6 of the Code. Accordingly, Cooks sought shareholder approval under rules 7(c) and 7(d) of the Code as exceptions to rule 6 of the Code.

On 20 November 2015, shareholders approved the resolutions in respect of the proposed allotment and acquisition.

The Panel approved Simmons Corporate Finance to prepare a rule 18 independent adviser’s report on the merits of the transactions.


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