General Capital Limited
Transaction Type: Company meeting (Allotment)
Allottee: Borneo Capital Limited
Independent Adviser(s): Simmons Corporate Finance
Date of meeting: 3/09/2021
General Capital Limited (GEN) proposed to to undertake the following transactions to raise:
- $5 million through an issue of ordinary shares (the Wholesale Capital Raise) to new shareholders at a price considered to be fair and reasonable to the board (but not less than $0.057 per share); and
- $0.5 million by issuing 8,333,333 shares to Borneo Capital Limited (the Borneo Allotment) at $0.06 per share.
In addition, Borneo, GEN’s largest shareholder, intended to acquire the 12,377,869 shares in GEN currently held by Belian Holdings Limited (the Borneo Acquisition) at $0.06 per share.
Following the Borneo Allotment and the Borneo Acquisition (together, the Proposed Transactions), but prior to the Wholesale Capital Raise, Borneo’s voting control in GEN would increase from 25.94% to 36.77%. Accordingly under the Code, Borneo was required to seek shareholder approval for:
- the Borneo Acquisition under rule 7(c); and
- the Borneo Allotment under rule 7(d).
On 3 September 2021, GEN shareholders voted in favour of the Proposed Transactions.
Simmons Corporate Finance prepared the independent adviser’s report under rule 18 of the Code on the merits of the transaction.