The Australian Takeovers Panel addressed concerns regarding Identitii Limited's one-for-two rights issue aimed at raising $2.88 million, with Beauvais Capital Pty Ltd as the underwriter. Potential control acquisition by the underwriter was identified, with its voting power possibly increasing to 49.91%. The Panel found the rights issue poorly structured, lacking in disclosure, and potentially impacting market efficiency. Thus, supplementary disclosures were mandated alongside reopening the rights issue and ensuring no new securities are issued without shareholder approval. The rights issue had been extended over a challenging period, further complicating shareholder engagement.
Key Points
Identitii Limited announced a one-for-two pro-rata non-renounceable rights issue to raise approximately $2.88 million.
The Underwriter, Beauvais Capital Pty Ltd, could see its voting power in Identitii rise from 29.92% to up to 49.91% as a result of the underwriting agreement.
The Panel found the rights issue was not structured to mitigate the control effect on Identitii.
There was inadequate disclosure in the offer document, particularly regarding the shortfall offer and the issuance of options to the Underwriter.
The Panel declared the circumstances unacceptable due to potential control acquisition contrary to an efficient market.
Orders included issuing a supplementary disclosure, reopening the rights issue, offering withdrawal rights, and requiring shareholder approval for any issuance of securities to the Underwriter.
Identitii's directors did not obtain external financial advice regarding the rights issue.
The rights issue ran over the end-of-year period, affecting shareholder participation.
The decision was made by a Panel consisting of Chelsey Drake, Louise Higgins, and Emma-Jane Newton.
IMPORTANT NOTE: This information is autogenerated and has not been reviewed for accuracy or completeness. You should refer to the full announcement here for further information.