Promisia Integrative Limited
Transaction Type: Company meeting (Acquisition)
Acquirer: Thomas Brankin, Michael Lay, Brankin Family Trust
Independent Adviser(s): Armillary Private Capital (Rule 18)
Date of meeting: 4/12/2018
Promisia Integrative Limited (Promisia) proposed to carry out a 3 for 1 pro-rata renounceable rights issue to raise up to $1.3 million in new capital. Promisia proposed to enter into an underwriting agreement with Thomas Brankin and Michael Lay as trustees of the Brankin Family Interest Trust (Brankin Trustees). Under the underwriting agreement, the Brankin Trustees would support the rights issue by committing to subscribe for a set number of shortfall shares from the rights issue and having the discretion to subscribe for further shortfall shares. The allotment of shares to the Brankin Trustees would be subject to shareholder approval.
Thomas Brankin had also entered into a put option deed with a third party. Under the put option deed, Thomas Brankin could nominate the Brankin Trustees to acquire shares in Promisia. The put option could be exercised in full or in part and could be split between two exercise dates at the discretion of the third party. Both exercise dates would be after the shareholder meeting to approve the allotment of shares to the Brankin Trustees under the underwriting agreement for the rights issue.
Exemptions were sought for:
- Promisia, from rule 15(b) of the Code in respect of its notice of meeting; and
- the Brankin Trustees, from rule 7(c) of the Code in respect of any increase in their voting control resulting from their acquisition of voting securities under the put option.
The exemptions were sought because it was impossible to state in the notice of meeting the actual numbers of voting securities to be acquired by the Brankin Trustees and the relevant percentages as required by rule 15(b), since those numbers and percentages were dependent on the outcome of the rights issue and the extent to which the put option would be exercised by the third party.
At a special meeting on 4 December 2018, Promisia shareholders approved the allotment and acquisition of shares.
Armillary Private Capital prepared a rule 18 independent adviser’s report on the merits of the proposed acquisition and allotment.