GFNZ Group Limited


Allottee(s): Federal Pacific Group Limited

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

Company Meeting Date: 29/04/2014


GFNZ Group Limited (Geneva) proposed to undertake a non-renounceable pro rata rights issue to raise additional capital to strengthen Geneva’s financial position and to enable it to fund the expansion of its new business lending program.

The rights issue was to be fully underwritten by Federal Pacific Group Limited (FedPac), a 33.67% shareholder of Geneva. The underwriting arrangements would potentially result in FedPac increasing its shareholding in Geneva beyond 33.67%. In accordance with rule 7(d) of the Code, Geneva was required to seek shareholder approval for FedPac’s increase in control of Geneva.

A special meeting of shareholders was held on 29 April 2014. At the meeting, Geneva shareholders were asked to approve any increase of the control of voting rights in Geneva by FedPac and its associates up to a maximum of 61.88% as a result of the underwriting arrangements for the rights issue. 

The Panel approved Simmons Corporate Finance to prepare a rule 18 independent adviser’s report on the merits of an allotment to FedPac.