Transaction Type: Company meeting (Allotment)
Allottee: Corporate Holdings Limited
Independent Adviser(s): Simmons Corporate Finance (Rule 18)
Date of meeting: 31/07/2018
This transaction was, in effect, a reverse listing of a company which was subsequently renamed General Capital Limited.
Prior to the transaction, Mykco Limited (Mykco) was an NZX-listed company with few assets. Mykco entered into an agreement to acquire all the shares in Corporate Holdings Limited (CHL) it did not already own for consideration equivalent to approximately $6.2 million. The $6.2 million consideration was proposed to be satisfied by the issue of 104,323,420 new fully paid ordinary shares in Mykco to CHL shareholders. The result of the issue was that CHL shareholders would hold approximately 84.1% of Mykco.
Following the transaction, Mykco, which remained the parent company of the listed group, was renamed General Capital Limited.
As the transaction resulted in two persons holding more than 20% of the voting rights in Mykco, Mykco was required to seek shareholder approval in accordance with rule 7(d) of the Code. Mykco shareholders approved the acquisition and allotment at a special meeting of shareholders on 31 July 2018.
Simmons Corporate Finance prepared a rule 18 independent adviser’s report on the merits of the transaction.