Plexure Group Limited
Transaction Type: Company meeting (Allotment)
Allottee: Task Retail Pty Limited
Independent Adviser(s): Simmons Corporate Finance
Date of meeting: 24/09/2021
In August 2021, Plexure Group Limited (Plexure) agreed to merge with Task Retail Pty Limited (TASK and the Proposed Transaction). The merger was effected by Plexure’s acquisition of TASK and its subsidiaries for A$120 million (the Purchase Price).
The Purchase Price was to be funded by:
- A$30 million in cash, of which up to $20 million would be funded through capital raise; and
- A$90 million through the issue of ordinary shares in Plexure at $0.60 per share (the TASK Allotment), of which:
- A$78.5 million would be issued to the shareholders of TASK and their advisers; and
- A$11.5 million would be issued to certain TASK employees under a new long-term incentive scheme over a three-year period,
(the TASK shareholders, their advisers, and employees together being the TASK Associates).
The TASK Associates did not hold any shares in Plexure prior to the Proposed Transaction. Following the capital raise, the TASK Allotment would result in the TASK Associates controlling approximately 42.3% of the voting rights in Plexure. Accordingly, the TASK Allotment would require shareholder approval under rule 7(d) of the Code.
On 24 September 2021, Plexure shareholders voted in favour of the TASK Allotment.
Simmons Corporate Finance prepared the independent adviser’s report under rule 18 of the Code on the merits of the transaction.