Veritas Investments Ltd has entered into an unconditional agreement to sell wholly owned subsidiary Nosh Group Ltd to Gosh Holding Ltd, a company incorporated yesterday by Sydney-based New Zealand corporate executive Andrew Guy Phillips.
Veritas chair Tim Cook said in an NZX statement that Veritas would sell the business & assets of Nosh as a going concern, and that Gosh had agreed to assume Nosh’s trade creditor liabilities under this transaction.
Mr Cook said the gross consideration was $3.98 million, including about $1.055 million of stock. Completion & payment is due next Friday, 10 February. Mr Cook said Veritas would use the net sale proceeds after post-completion adjustments to repay group bank debt to ANZ Bank.
The sale just squeezes inside an extended deadline set by the bank for disposal of the Nosh chain of upmarket food stores, which Veritas had been trying to franchise after it made a $1.9 million loss for the last year.
The Veritas shell company was formed in December 2011 and made its first acquisition of the Mad Butcher franchisor business in May 2013 through a reverse takeover.
Mr Phillips was company secretary of Sequoia Financial Group Ltd in Australia for the last 4 years, was group financial controller for Aristocrat Ltd and MDS Financial Group Ltd, and has held senior financial & commercial management positions at a number of public & multinational companies in Australia & New Zealand, including oil exploration companies.
He was also director of Auckland company Agri Trust Co Ltd, incorporated in 2012 and wound up in 2015 on the application of Jones Lang La Salle Advisory Services Pty Ltd. Unsecured creditors claimed $152,146. The Agri Trust company was the general partner of Agri Trust LP.
Attribution: Company release.