Business loan specialist Prospa Group Limited (ASX: PGL) has entered into a Scheme Implementation Deed with a consortium led by the Salter Brothers Tech Fund.
The consortium has agreed to acquire 100% of the ordinary shares in Prospa by way of a Scheme of Arrangement.
Prospa Shareholders can choose to receive Cash Consideration of $0.45 cash per share, or elect to rollover their shares for new ordinary shares in PGL HoldCo Limited, an unlisted newly incorporated public company which will become the new holding company for the Prospa business post-implementation.
Prospa’s Independent Board Committee (IBC) unanimously recommends that Prospa shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the independent expert concluding (and continuing to conclude) that the scheme is in the best interests of Prospa shareholders.
“The transaction represents a premium of 26% to Prospa’s VWAP since our last earnings update,” Prospa Chair, Gail Pemberton, said.
Prospa has agreed with its lender iPartners to amend the iPartners Facility Agreement to allow Prospa to on-lend up to $12 million to the consortium in order to fund part of the cash consideration.
The consortium has advised Prospa that it expects to fund the remainder of the cash consideration through equity committed by the consortium.
Salter Brothers is one of Australia's leading alternative investment managers.
