10 Sep 2020 07:00
Wameja enters into Scheme Implementation Agreement
10 September 2020
Wameja Limited (LSE: WJA.L & ASX: WJA.AX), ("Wameja" or "the Company") a joint venture partner with Mastercard in the HomeSend global payment hub, advises that it has today entered into a Scheme Implementation Agreement ("SIA") with Burst Acquisition Co. Pty. Ltd, a company controlled by Mastercard ("MC").
Highlights
· MC will acquire all of the issued capital of Wameja Limited for £0.08 per share (currently $0.144) ("Scheme Consideration") by way of a Scheme of Arrangement pursuant to Australian Law under Part 5.1 of the Corporations Act 2001 (the "Scheme").
· The Scheme Consideration is denominated in GBP and will be paid in GBP unless shareholders elect to receive AUD.
· The Scheme is subject to a number of conditions which must be satisfied before the Scheme is implemented. Wameja's shareholders and depository interest holders ("Wameja Shareholders") do not need to take any action at this time.
Institutional Shareholder Support
Lombard Odier Asset Management (Europe) Limited, representing approximately 23.5% of issued capital in the Company has provided a letter of intent advising of their intention to vote in favour of the Scheme.
A letter of intent to vote in favour of the Scheme has also been received from First Sentier Investors (Australia) IM Ltd representing approximately 5.1% of issued capital in the Company.
Wameja Board unanimously recommends the Scheme
In the absence of a superior proposal and subject to the Independent Expert's report concluding that the Scheme is in the best interests of Wameja Limited's shareholders and depository interest holders, the Board of Wameja unanimously recommends that Wameja Shareholders vote in favour of the Scheme.
All directors of Wameja Limited intend to vote their shares and depository interests in favour of the Scheme.
Details of the SIA
The implementation of the Scheme is subject to the approvals prescribed by the Corporations Act, such as shareholder and Court approval. In addition to the Corporations Act requirements, the Scheme is also conditional upon approval by the Australian Foreign Investment Review Board and the National Bank of Belgium.
Conditions to completion of the Scheme also include:
· Cancellation of all existing employee and executive options and the performance options. The Company intends to cancel the employee and executive options for consideration and has sought a waiver of ASX Listing Rule 6.23.2 to allow the cancellation for consideration to occur. The performance options are expected to expire unvested on 30 September 2020.
· The removal of all existing subsidiaries from the Wameja group of companies and the transfer of Wameja's shares in HomeSend SCRL from Wameja Investments Pty Ltd to Wameja Limited.
· Wameja Limited holding €4,000,000 in cash at completion of the Scheme.
Further details of the cancellation of the executive options and the removal of the subsidiaries are given below.
The SIA includes customary non-solicit provisions and a break fee of up to $500,000 should Wameja not proceed with the Scheme for reasons other than a breach by MC or the failure to obtain shareholder approval of the Scheme.
A copy of this announcement together with the complete SIA can be found at https://www.wameja.com/investors/news/.
Indicative Timetable
An indicative timetable is included in the SIA.
The Scheme booklet containing the details of the Scheme, information regarding the transactions contemplated by the Scheme, the Independent Experts Report on whether the Scheme is in the best interests of Wameja's holders, together with the reasons for the Directors' recommendation is expected to be mailed to holders in October 2020.
The meeting to vote on the Scheme is expected to be held in November 2020, but dates are indicative and subject to change.
Authorised by:
Tom Rowe
Company Secretary
trowe@capitalcorporatelaw.com.au
The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. The above notification is made in accordance with the requirements of the EU Market Abuse Regulation.
For further information, please contact:
Wameja Limited | www.wameja.com |
John Conoley, Non-Executive Chairman Tom Rowe, Company Secretary
| investors@wameja.com |
finnCap Limited (Nomad and Broker)Corporate Finance: Jonny Franklin-Adams / Charlie Beeson Corporate Broking: Tim Redfern / Richard Chambers
| www.finnCap.comT: +44 (0) 20 7220 0500 |
Cancellation of Options
As stated above, the transaction is subject to the cancellation of all existing employee and executive options and the performance options.
The Company negotiated the consideration to be paid for the cancellation of the employee and executive options with the individual option holders. The negotiation was conducted at arm's length with Mr Conoley and Mr Hume not participating in the negotiation, rather they accepted the consideration that was negotiated by the Company with the other employee and executive option holders.
No consideration is to be paid for the performance options as they are expected to fail to meet their performance threshold (being a 15p VWAP for the 30 trading days to 30 September 2020) and expire on 30 September 2020.
The Company had the benefit of an independent third-party valuation for the executive and employee options in conducting the negotiation.
The consideration being paid to James Hume and John Conoley for the cancellation of their employee and executive options is deemed a related party transaction under Rule 13 of the AIM Rules.
The following table provides a breakdown of executive and employee options held by the James Hume and John Conoley, and the consideration to be paid for their cancellation:
Name | Issue | Expiry | Exercise price | Number | Value per option | Total value | AUD total for each Director | |
John | Conoley | 7-Apr-16 | 14-Mar-21 | A$0.21 | 3,000,000 | $0.0142 | $42,525.00 | $159,675.00 |
08-Aug-16 | 08-Aug-21 | A$0.21 | 2,000,000 | $0.0187 | $37,350.00 | |||
12-Apr-17 | 13-Mar-22 | A$0.21 | 3,500,000 | $0.0228 | $79,800.00 | |||
James | Hume | 08-Aug-16 | 08-Aug-21 | A$0.21 | 1,650,000 | $0.0187 | $30,813.75 | $94,938.75 |
24-Nov-17 | 24-Nov-22 | A$0.21 | 2,500,000 | $0.0257 | $64,125.00 | |||
The independent directors (being Stephen Baldwin, Jamie Brooke and Tom Rowe) consider, having consulted with finnCap, the Company's nominated adviser, that the terms of this transaction are fair and reasonable insofar as shareholders of the Company are concerned.
Transfer of Subsidiaries
As stated above, the Company must remove of all existing subsidiaries from the Wameja group of companies ("Subsidiaries").
This wind-up process for the Subsidiaries is expected to take at least 6 months and is not expected to be completed prior to completion of the Scheme ("Completion"). In anticipation of Subsidiaries remaining at Completion, Wameja intends to transfer all remaining subsidiaries to a new holding company (NewHoldCo) prior to Completion. NewHoldCo is yet to be incorporated and will be controlled by Tom Rowe (Non-Executive Director and Company Secretary), who will oversee the winding-up of the Subsidiaries and ultimately the winding up of NewHoldCo.
The Subsidiaries are currently dormant and will remain so until wound up. The Subsidiaries will have no value at the time of transfer to NewHoldCo as they currently have negligible net assets and rely on the support of Wameja Limited for their solvency. Wameja Limited will pay NewHoldCo a fee to cover the wind-up expenses and administrative costs of NewHoldCo and the Subsidiaries.
The transfer of all existing subsidiaries from the Wameja group of companies into NewHoldCo controlled by Tom Rowe (Non-Executive Director and Company Secretary) is deemed a related party transaction under Rule 13 of the AIM Rules.
The independent directors (being all directors other than Tom Rowe) consider, having consulted with finnCap, the Company's nominated adviser, that the terms of this transaction are fair and reasonable insofar as shareholders of the Company are concerned.
The Subsidiaries are not a substantial asset, within the meaning of ASX Listing Rule 10.2, and accordingly the transfer of the Subsidiaries to NewHoldCo is not a transaction to which ASX Listing Rule 10.1 applies.
About Wameja
Wameja and Mastercard are joint venture partners of the HomeSend global payment hub. HomeSend enables cross-border transfer between bank accounts, cards, mobile wallets, or cash outlets from anywhere in the world. As a founding partner in the HomeSend hub, Wameja helped conceive and bring the opportunity to market.
Wameja Di (WJA)