Transaction Type: Company meeting (Allotment)
Allottee: NZ Silveray Group Limited
Independent Adviser(s): Campbell MacPherson (Rule 18)
Date of meeting: 2/04/2015
In 2012, Vetilot Limited (Vetilot) became an NZAX-listed shell company after the divestment of its remaining material business operations.
On 11 February 2015, Vetilot announced that it had entered into a conditional subscription agreement with NZ Silveray Group Limited (NZ Silveray), which would result in NZ Silveray subscribing for 1.25 billion new ordinary shares in Vetilot at an issue price of 10 cents per share. Conditions of the transaction included that Vetilot would, on settlement, issue warrants to all its shareholders (including NZ Silveray) on a one-for-one pro rata basis. Each warrant would entitle the holder to subscribe for cash for one ordinary share in Vetilot at an exercise price of 20 cents per share at any time on or before 31 December 2017.
As a result of the allotment, NZ Silveray would become the largest shareholder in Vetilot with 70.06% of the ordinary shares on issue and existing Vetilot shareholders would be significantly diluted. Accordingly, Vetilot sought shareholder approval of the allotment and the resulting increase to NZ Silveray’s voting control.
The allotment of shares and warrants was approved by shareholders at the meeting on 2 April 2015.