Transaction Type: Company meeting (Acquisition)
Acquirer: Moneybaker Holdings Limited
Independent Adviser(s): Simmons Corporate Finance (Rule 18)
Date of meeting: 24/09/2015
CricHQ Limited (CricHQ) entered into an agreement whereby Tembusu Growth Fund III Limited (Tembusu) subscribed for convertible notes with an aggregate principle amount of up to $10 million (the Convertible Notes Agreement). In addition, Moneybaker Holdings Limited (Moneybaker), a CricHQ shareholder, granted a security interest in its shares to Tembusu in respect of CricHQ’s obligations under the Convertible Notes Agreement (the Tembusu Guarantee).
The combination of the Convertible Notes Agreement and the Tembusu Guarantee could have potentially resulted in Tembusu increasing its control of voting rights in CricHQ beyond 20%, triggering rule 6 of the Code. Accordingly, CricHQ sought approval under rules 7(c) and 7(d) of the Code as exceptions to rule 6 of the Code.
At CricHQ’s annual meeting on 24 September 2015, CricHQ shareholders approved the resolutions in relation to the Convertible Notes Agreement and the Tembusu Guarantee.