CSM Group Limited
Transaction Type: Company meeting (Allotment)
Allottee: MTL Securities Limited
Independent Adviser(s): Simmons Corporate Finance (Rule 18)
Date of meeting: 30/03/2020
This transaction involved a reverse listing of The Good Brand Company Limited, the holding company of Me Today Limited (together, Me Today Group), through NZX-listed investment shell company, CSM Group Limited (CSM).
CSM entered into a reverse listing agreement with Velocity Capital LP and M & N Kerr Holdings Limited (together, the Me Today Shareholders). Under the reverse listing agreement, CSM agreed to acquire all of the shares in Me Today Group for $5,550,000. The payment of consideration was to be satisfied by the issue of 1,110,000,000 ordinary shares in CSM (the Consideration Shares) to MTL Securities Limited (as a nominee for the Me Today Shareholders). In addition to the reverse listing, CSM sought to raise additional capital by issuing new ordinary shares (the Additional Shares).
On 30 March 2020, the resolutions to allot the Consideration Shares and the Additional Shares were approved at a special meeting of CSM shareholders under rule 7(d) of the Code. As a result of these allotments, the Me Today Shareholders held 60.837% of the voting rights in CSM. CSM was subsequently renamed Me Today Limited.
Simmons Corporate Finance prepared an independent adviser’s report on the merits of the transaction.