Synlait Milk Limited
Transaction Type: Company meeting (Allotment)
Allottee: Bright Dairy Holding Limited and The a2 Milk Company Limited
Independent Adviser(s): Northington Partners Limited (Rule 18)
Date of meeting: 18/09/2024
Synlait Milk Limited (Synlait) proposed to undertake an equity raise via allotments to its two largest shareholders (the Proposed Allotments).
Under the Proposed Allotments:
- Synlait would issue 308,333,333 new ordinary shares to Bright Dairy Holding Limited (Bright) at an issue price of 60 cents per share (the Bright Allotment) and 76,283,104 new ordinary shares to The a2 Milk Company Limited (a2MC) at an issue price of 43 cents per share.
- Bright’s shareholding would increase from 39.01% to 65.25% of Synlait’s voting rights. Accordingly, the Bright Allotment required shareholder approval under rule 7(d) of the Code.
- a2MC’s shareholding would be maintained at 19.83% of Synlait's voting rights.
The resolutions to approve the Proposed Allotments were inter-conditional and were intended to occur substantially contemporaneously with a bank refinancing and a settlement deed between Synlait and a2MC becoming effective.
Northington Partners Limited prepared an independent adviser’s report under rule 18 of the Code on the merits of the Bright Allotment.
Prior to the shareholder vote, the Panel addressed a complaint about potential association between Bright and a2MC. The Panel agreed that there was no reasonable possibility that Bright and a2MC were or would be associates for the purposes of the Code in relation to the Bright Allotment and declined to call a section 32 meeting.
On 18 September 2024, Synlait’s shareholders voted to approve the Proposed Allotments.
