Michael Hill International Limited
Transaction Type: Scheme of arrangement
Offeror / Other Party: Durante Holdings Pty Limited
Independent Adviser(s): KordaMentha (Rule 18)
Date of meeting: 23/06/2016
Michael Hill International Limited (MHI) was a retail chain of jewellery stores and an NZX-listed Code company, operating in New Zealand, Australia and Canada. Durante Holdings Pty Limited (Durante) held or controlled 53.7% of the voting rights in MHI, and was associated with the Hill family.
MHI wanted to re-domicile to Australia. This restructure was to occur through two separate transactions:
(a) an acquisition under rule 7(c) by a new Australian-incorporated company (ListCo) of all the shares in Durante, in exchange for shares in ListCo; and
(b) a scheme of arrangement under Part 15 of the Companies Act, involving an exchange of all MHI shares (excluding Durante’s shares), in exchange for shares in ListCo (the scheme of arrangement).
The Panel issued a letter of intention for the purpose of the initial High Court orders in respect of the proposed scheme on 23 May 2016. The Panel considered that the standard of disclosure to all shareholders was equivalent to the standard required under the Code, and that the interest classes of shareholders were adequately identified.
On the morning of 23 June 2016 the resolutions for approving the acquisition under rule 7(c) and the scheme of arrangement were approved by shareholders in accordance with the Code and with section 236A of the Companies Act 1993.
The Panel provided a final no-objection statement on the afternoon of 23 June 2016.
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