The NZX-listed shell, NZF Group Ltd, said yesterday it had entered into a conditional implementation deed with forex & derivatives broker Blackwell Global Group Ltd for an operational & capital restructure.
NZF chair Sean Joyce said the deed was intended to regulate the manner in which the 2 companies would implement the restructure, which would then go to NZF shareholders for approval.
Blackwell founder & chief executive Chai Kaw Sing (Michael Chai), a Taiwanese wholesale investor, subscribed in February for 16 million new shares in NZF pursuant to a private placement.
Mr Joyce said there were 8 principal objectives under the restructure. He anticipated the special shareholder meeting to consider it would be held in February, and the restructure completed shortly after.
The principal objectives include:
- the issue of 313,872,866 new ordinary fully paid shares at 0.8c/share by NZF to Blackwell and other investors introduced by Blackwell (&/or their respective nominees) for an aggregate $2,510,982.93
- the issue of up to 3 million convertible notes to Blackwell &/or its nominee(s), with aggregate face value of $3 million. The notes will accrue interest and the noteholder can convert them to NZF shares at a conversion price of 0.8c/share
- the appointment of new directors & executives
- launch of finance company & derivative trading operations, in conjunction with the purchase of certain derivative trading assets from Blackwell, and
- the issue of up to $6 million of secured bonds to Blackwell &/or third party investors introduced by Blackwell to assist in funding the growth of the finance company operations, and the acquisition of the derivative business assets by NZF.
27 February 2016: Taiwanese investor keeps NZF Group alive
Attribution: Company release.