Mercer Group Limited


Transaction Type: Company meeting (Allotment)

Allottee: Asset Management Limited, National Mortgage Underwriters Limited

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

Date of meeting: 18/10/2016


On 29 August 2016, Mercer announced that it planned to undertake a renounceable pro-rata rights issues to raise approximately $7 million of additional capital.

Mercer sought approval from its shareholders, in accordance with rule 7(d) of the Code, to issue 701, 933,504 ordinary shares (on the basis of 2.25 new ordinary shares for every one existing ordinary shares) at $0.01 per share.  Asset Management Limited (AML) agreed to underwrite any shortfall of subscriptions under the rights issue, up to $7,019,335. 

Mercer also sought approval, in accordance with rule 7(c) of the Code, for an in specie distribution of 4,975,124 ordinary shares and 1,658,375 ordinary shares from Mercer's largest shareholder, the Murray Capital Rakaia Fund Limited Partnership to AML and National Mortgage Underwriters Limited respectively (together the Rolleston Associates). This approval was needed because it was expected that the Rolleston Associates' control of total voting rights in Mercer would increase from 25.99% to 28.18%. On 18 October 2016, the non-associated Mercer shareholders approved the rights issue and in specie distribution.

Simmons Corporate Finance prepared an independent adviser’s report under rule 18 of the Code in relation to the allotment and acquisition.