Southern Charter Financial Group Limited


Transaction Type: Company meeting (Acquisition)

Acquirer: Golden Tower NZ Limited; Mr Chang Ku EE

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

Date of meeting: 7/12/2018


Southern Charter Financial Group Limited (Southern Charter) was an NZAX-listed Code company. It was effectively a shell company with cash as its only asset. Golden Tower NZ Limited (Golden Tower) held 442,809,270 ordinary shares in Southern Charter, representing 86.00% of the total shares on issue.

Golden Tower sought to sell its Southern Charter shares and exit New Zealand. A prospective purchaser, Mr Chang Ku Ee, sought a listed investment vehicle. Mr Ee entered into an agreement to purchase all of the shares Golden Tower held in Southern Charter, rather than making a takeover offer.

Southern Charter subsequently sought shareholder approval for (among other things) Mr Ee to acquire Golden Tower’s 86% holding in Southern Charter, in accordance with rule 7(c) of the Code.

On 7 December 2018, Southern Charter’s shareholders approved the acquisition at a special meeting.

Simmons Corporate Finance prepared a rule 18 independent adviser’s report on the merits of the proposed acquisition.