Finzsoft Solutions Limited

 

Transaction Type: Takeover (Full)

Offeror: Holliday Group Holdings (ICT Investments) Limited

Independent Adviser(s): KordaMentha (Rule 21), Lonergan Edwards and Associates Limited (Rule 22)

Offer dispatch date: 14/10/2013

Offer closing date: 13/11/2013

 

On 17 September 2013 Holliday Group Holdings (ICT Investments) Limited (Holliday Group) announced that it would make a full takeover offer for all of the equity securities in Finzsoft Solutions Limited (Finzsoft). Finzsoft's equity securities comprised ordinary shares listed on the NZX Main Board (Shares) and unlisted options issued to certain employees of Finzsoft under an option plan (Options).

Key terms:

  • The consideration offered for each Share was $0.4546 in cash
  • The consideration offered for each Option ranged from $0.0746 to $0.2546 in cash per Option, depending on the terms of the relevant Option
  • The offer was conditional on the receipt by Holliday Group of acceptances which confer on Holliday Group 51% or more of the voting rights in Finzsoft.

ICT Investments (FS) Limited (which held approximately 63.61% of the voting rights in Finzsoft) had agreed to accept the offer. 

On 15 October 2013, the Holliday Group declared the offer unconditional.

On 13 November 2013, the offer closed with Holliday Group holding or controlling 67.915% of the fully paid ordinary shares in Finzsoft.

KordaMentha prepared an independent adviser’s report under rule 21 of the Code. Lonergan Edwards and Associates Limited prepared an independent adviser’s report under rule 22 of the Code on the fairness and reasonableness of the terms and consideration of the offer as between Options and Shares.