Tru-Test Corporation Limited


Transaction Type: Company meeting (Allotment)

Allottee: KTT Limited Partnership

Independent Adviser(s): Campbell MacPherson (Rule 18)

Date of meeting: 15/06/2018


Tru-Test Corporation Limited (Tru-Test) proposed an allotment of 700,000 ordinary shares to its largest shareholder KTT Limited Partnership (KTT), following KTT’s exercise of options held pursuant to a convertible notes deed.

The holders of the convertible notes comprised KTT and AGR Agricultural Investments LLC (AGR) (together, the Noteholders). If exercised, the options entitled the Noteholders to an allotment of 700,000 and 500,000 ordinary shares, respectively, at a price of $1.05 per share. The Noteholders confirmed that they intended to fully exercise the options.

Following the exercise of the options and the allotment of the shares to KTT, the voting rights held or controlled by KTT in Tru-Test would increase by 0.43% to 43.73%.

At a shareholder meeting on 15 June 2018, shareholders voted to approve the allotment to KTT.

Campbell MacPherson prepared the independent adviser’s report under rule 18 of the Code.