Syft Technologies Limited
Transaction Type: Company meeting
Other Company: Ampersand 2020 Limited Partnership and Accident Compensation Corporation
Independent Adviser(s): Simmons Corporate Finance Limited (Rule 18)
Date of meeting: 21/07/2023
Syft Technologies Limited (Syft) proposed to undertake a capital raise of $5.5 million (the Proposed Capital Raise), comprising the issue of up to:
- 5,500,000 convertible notes (the CNs), with a $1 issue price and a conversion price of $0.30. The CNs would convert to second rank preference shares upon conversion.
- 1,222,222 warrants (stapled to the CNs) exercisable for ordinary shares, with a $0.01 exercise price.
The Proposed Capital Raise was open to all Syft shareholders who were wholesale investors.
Syft had entered into subscriptions agreements (the Subscription Agreements) with Ampersand 2020 Limited Partnership (Ampersand) and Accident Compensation Corporation (ACC), under which Ampersand and ACC effectively underwrote the Proposed Capital Raise. Under the Subscription Agreements:
- Ampersand would subscribe for the full amount of CNs, to be reduced by ACC’s subscription and that of other Syft shareholders; and
- ACC agreed to subscribe for up to $2.03 million in CNs, which would be reduced rateably to account for the participation of other Syft shareholders (excluding Ampersand),
(together, the Proposed Allotments).
Ampersand and ACC were considered associates under the Code for the purpose of the Proposed Capital Raise due to the fact that they would, together, give the notice which would trigger the conversion of the CNs.
The Proposed Allotments required shareholder approval under rule 7(d) of the Code.
On 21 July 2023, Syft shareholders voted in favour of the Proposed Allotments.
Simmons Corporate Finance Limited prepared the independent adviser’s report under rule 18 of the Code on the merits of the transaction.