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.
We have not received consent to publish other documents in relation to this transaction on our website. However, copies of these documents are available upon request to the Panel under the Official Information Act 1982. Please send your written Official Information requests to takeovers.panel@takeovers.govt.nz
