Windflow Technology Limited
Transaction Type: Company meeting (Allotment)
Allottee: David Iles
Independent Adviser(s): Simmons Corporate Finance (Rule 18)
Date of meeting: 4/12/2013
In December 2013, Windflow Technology Limited (Windflow) undertook a pro-rata renounceable rights issue to eligible shareholders (the Rights Issue).
Windflow entered into a shortfall placement agreement dated 6 November 2013 with David Iles, under which Mr Iles agreed to purchase any shortfall under the Rights Issue up to a maximum value of $2.5 million (the Shortfall Agreement).
As a result of the Shortfall Agreement, Mr Iles’ level of control over the voting rights in Windflow had the potential to increase from 15.65% up to a maximum of 58.29%.
At a special meeting of shareholders held on 4 December 2013, Windflow shareholders (other than Mr Iles) approved any increase in Mr Iles’ level of control over the voting rights in Windflow as a result of the Rights Issue and the Shortfall Agreement.
The Panel approved Simmons Corporate Finance Limited to prepare an independent adviser’s report on the merits of the allotment of shares to Mr Iles in accordance with rule 18 of the Code.