Me Today Limited
Transaction Type: Company meeting (Allotment)
Allottee: Various Me Today Limited shareholders
Independent Adviser(s): Armillary Limited (Rule 18)
Date of meeting: 30/10/2025
Exemption: Me Today Limited - Exemption Notice 2025
Me Today Limited (Me Today) sought to raise new capital through several transactions, primarily involving Grant Keith Baker, Donna Jean Baker and Baker Investment Trustee Limited as trustees of the Baker Investment No. 2 Trust (BIT), Stephen John Sinclair, Jacqueline Margaret Sinclair and Roger Frederick Wallis as trustees of the Sinclair Investment Trust (SIT) and M&N Kerr Holdings Limited (MKH). BIT, SIT and MKH were associates for the purposes of the Takeovers Code (the Code), collectively holding or controlling 66.69% of the voting rights in Me Today.
The relevant transactions were as follows:
- Rights Offer: Me Today proposed to raise up to $2.59 million through a one for one non-renounceable rights offer at an issue price of $0.06 per share (the Rights Offer). BIT agreed to subscribe for $1 million in the Rights Offer and SIT agreed to subscribe for $500,000 in the Rights Offer. Me Today sought shareholder approval under rule 7(d) of the Code as BIT and SIT would potentially increase their voting control by subscribing for shares under the Rights Offer if other shareholders did not take up their rights to the same extent.
- Warrant Bonus Issue: Following the allotment of shares subscribed for under the Rights Offer, Me Today intended to make bonus issues of two classes of warrants (the Warrants). If BIT, SIT or MKH exercised the Warrants, they would each increase their control percentage in a manner restricted by the Code. Accordingly, approval for these increases was sought under rule 7(d) of the Code.
- MKH Options: BIT and SIT agreed to grant call options to MKH (the MKH Options) giving MKH the right to acquire:
- up to 4,486,056 Me Today shares from BIT and up to 2,243,028 Me Today shares from SIT (the MKH Share Options); and
- up to 2,243,028 of each series of Warrants held by BIT and up to 1,048,402 of each series of Warrants held by SIT during the relevant warrant exercise periods.
The MKH Share Options could not be approved under rule 7(c) of the Code because the disclosures required by the Code required the precise number of securities to be acquired to be specified as well as the precise percentage of total voting rights which was not possible. Accordingly, Me Today sought exemptive relief to allow for alternative disclosure to be provided to shareholders and, subsequently, the relevant approval from shareholders.
The Panel agreed to grant the proposed exemptions which were granted on 8 October 2025.
On 30 October 2025, Me Today shareholders approved all of the above resolutions.
Armillary Limited prepared a rule 18 independent adviser’s report on the merits of the transaction.
