Lateral Corporation Limited


Transaction Type: Company meeting (Allotment)

Allottee: Various existing shareholders

Independent Adviser(s): Northington Partners (Rule 18)

Date of meeting: 16/09/2016


Lateral Corporation Limited (Lateral), an NZX-listed company, agreed to the following:

(a)  a placement of $350,000 of shares in Lateral at a price of $0.05 per share to four existing shareholders (Equity Capital Providers);

(b)  $400,000 of debt funding from a finance company (Debt Funding), on the basis that the Equity Capital Providers personally guarantee the Debt Funding in return for a guarantee fee which would be satisfied through the issue of shares in Lateral at $0.03 per share; and

(c)  a restructuring of loans made to Lateral by certain directors and shareholders, pursuant to which 15% of the relevant loans would be converted to shares in Lateral at $0.05 per share,

(together, the Proposed Transactions).

The Proposed Transactions would result in the Equity Capital Providers increasing their aggregate voting control in Lateral from 42.49% to 55.78%. Lateral sought shareholder approval in accordance with rule 7(d) of the Code. On 16 September 2016, the non-associated Lateral shareholders approved the Proposed Transactions.

Northington Partners prepared an independent adviser’s report under rule 18 of the Code in relation to the Proposed Transactions.