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- Release Date: 06/06/14 08:30
- Summary: MERGER: TRS: Update on the acquisition of Mega Limited
- Price Sensitive: No
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TRS
06/06/2014 08:30
MERGER
REL: 0830 HRS TRS Investments Limited
MERGER: TRS: Update on the acquisition of Mega Limited
TRS INVESTMENTS LIMITED
5 June 2014
BY E-MAIL: [email protected]
NZX Limited
Wellington
Update on the acquisition of Mega Limited
As previously announced, TRS Investments Limited ("TRS") has entered into a
conditional agreement with the stakeholders of Mega Limited ("Mega") to
acquire 100% of the shares on issue in Mega (Transaction).
The Transaction is conditional upon TRS obtaining shareholder approval to the
Transaction and to the arrangements collateral to the Transaction
("Condition").
Mega shareholders have decided to immediately proceed with a US$7 million
capital raising to ensure that Mega has adequate funding during and after the
listing process.
The date for the satisfaction of the Condition is currently 30 June 2014.
TRS and the stakeholders in Mega have resolved to further extend the date for
the satisfaction of the Condition to 31 August 2014. This time extension will
allow Mega to complete the proposed capital raising prior to the completion
of the Acquisition.
The parties have agreed that the number of shares TRS will issue pursuant to
the Transaction will not change as a result of the capital raising even
though Mega will be a significantly better capitalised company than would
otherwise be the case. The board of directors of TRS therefore see this as a
positive development and are approving the consequential changes to the
Transaction documents.
The parties continue to be pleased with the progress of the Transaction to
date. It is anticipated that a Notice of Special Meeting to approve the
Transaction, together with a Profile document that complies with the NZSX
Listing Rules, and an Independent Advisor's Report that complies with the
Takeovers Code, will be submitted to NZX and the Takeovers Panel for approval
shortly.
The principal terms of the Mega Transaction
In summary, the principal terms of the Transaction to acquire Mega are:
- TRS will acquire 100% of the shares on issue in Mega for $210,000,000 which
consideration will be satisfied by the issue of 700,000,000 new shares in TRS
to the existing shareholders of Mega at an issue price of 30 cents per share.
- TRS will undertake a 148 to 1 consolidation of TRS' existing share capital
prior to the completion of the Mega Transaction. Following completion of the
Transaction, the existing shareholders of Mega and employees will hold
approximately 99% of the shares on issue in TRS.
- TRS will change its name to Mega following the completion of the
Transaction.
For any inquiries please contact:
Keith Jackson:
Email: [email protected]
Mobile:+64 21 702 509
End CA:00251265 For:TRS Type:MERGER Time:2014-06-06 08:30:05
