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Offeror(s): Freedom Nutritional Products Limited
Independent Adviser(s): Simmons Corporate Finance (Rule 18)
Company Meeting Date: 20/07/2010
On 21 May 2010, A2 Corporation Limited (“A2 Corp”) announced that it had agreed to acquire a 50% shareholding in A2 Dairy Products Australia Pty Limited (“A2 Dairy”) from Freedom Nutritional Products Limited (“FNP”), such that A2 Corp would own 100% of the shares in A2 Dairy. In exchange, FNP would be allotted a 25% shareholding in A2 Corp along with options and rights to increase FNP’s shareholding in A2 Corp in the future (“the options”). As the transaction would result in FNP controlling more than 20% of the voting rights in A2 Corp, A2 Corp was required to obtain shareholder approval of the transaction.
Rules 7(d) and 16(b) of the Code require that the notice of meeting contain particulars of the voting securities to be allotted. Because the particulars of any allotment resulting from the conversion of the options were not known when the notice of meeting was sent, FNP was granted an exemption from rules 7(d) and 16(b) of the Code.
On 20 July 2010, the allotment of shares was approved at a special meeting of A2 Corp shareholders.
Simmons Corporate Finance prepared a rule 18 independent adviser’s report on the merits of the proposed allotment.