WasteCo Group Limited
Transaction Type: Company meeting (Allotment)
Allottee: Empire Waste Technology Limited
Independent Adviser(s): Simmons Corporate Finance Limited (Rule 18)
Date of meeting: 13/12/2024
WasteCo Group Limited (WasteCo) proposed to issue $15 million of convertible notes (the Notes) to Empire, and up to 750 million ordinary shares to Empire[1] on conversion of the Notes (the Proposed Allotment). The funds raised through the Proposed Allotment would be used as payment for the acquisition of Civic Waste Limited and to provide growth capital for WasteCo.
At the same time, and subject to the approval of the Proposed Allotment by WasteCo shareholders, WasteCo proposed to issue up to 250 million shares at an issue price of $0.02 under a share purchase plan (the Share Purchase Plan). The Share Purchase Plan did not require shareholder approval under the Code.
Prior to the Proposed Allotment, Empire did not hold or control any shares in WasteCo. If all of the Notes were converted, Empire could control up to a maximum of 46.92% of the voting rights in WasteCo as a result of the Proposed Allotment (depending on the number of shares issued under the Share Purchase Plan). Accordingly, the Proposed Allotment required shareholder approval under rule 7(d) of the Code.
On 13 December 2024, WasteCo shareholders voted in favour of the Proposed Allotment.
Simmons Corporate Finance Limited prepared the independent adviser’s report under rule 18 of the Code on the merits of the transaction.
