Case Study: Facilitating Prospa's Next Phase of Development
The Background
We acted for members of a consortium, led by the Salter Brothers Tech Fund on their acquisition of one of Australia and New Zealand’s leading online lenders to small businesses, ASX-listed Prospa Group Limited (ASX: PGL) (Prospa).
Our Services
Our team acted for members of a consortium in its acquisition of Prospa by way of a scheme of arrangement. Under the terms of the Prospa scheme, eligible Prospa shareholders were offered a choice of either cash or scrip consideration in PGL HoldCo Limited (a publicly unlisted vehicle), for all their Prospa Shares. The scheme contained a novel condition precedent that 73.3% of existing Prospa shareholders elect to receive the scrip consideration option in order for the Scheme to become effective. The election for scrip consideration would result in eligible Prospa shareholders rolling their listed shares into PGL HoldCo Limited via a nominee, and being bound by the terms of a new shareholders’ agreement. The Prospa scheme was funded by a combination of debt and equity financing with the debt component funded by Prospa and thereby subject to a requirement for shareholder approval under the financial assistance and related party provisions of the Corporations Act. This unique structure, helped facilitate a desirable commercial outcome for the company and the next phase of its development as a broadly held unlisted company.