Cooks Global Foods Limited


Transaction Type: Company meeting (Allotment)

Allottee: Weihai Station Limited, Yunnan Metropolitan Construction Investment Group, Cooks Investment Holdings Limited

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

Date of meeting: 29/06/2017


On 14 June 2017, Cooks Global Foods Limited (Cooks Global) gave notice of a special meeting of shareholders to consider and approve proposed allotments of:

(a) 44,873,240 voting securities to Weihai Station Limited (Weihai), a wholly-owned subsidiary of Jijiayue Holding Group Limited;

(b) 23,142,413 voting securities to Yunnan Metropolitan Construction Investment Group (Yunnan); and

(c) 61,032,258 voting securities to Cooks Investment Holdings Limited (CIHL),

(the Proposed Allotments).

Following the Proposed Allotments, Weihai would have increased its voting control in Cooks Global to 30.58%. Yunnan would have increased to 20.78% and CIHL (together with its associates) to 29.35%. As such, the Proposed Allotments would have breached rule 6 of the Code.

On 29 June 2017, a special meeting of shareholders was held by Cooks Global to seek shareholder approval of the Proposed Allotments under rule 7(d). Cooks Global shareholders voted in favour of the Proposed Allotments.