Agreement signed with Golden Tower NZ Limited

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23 February 2017
NZX Announcement
Agreement signed with Golden Tower NZ Limited
Lateral Corporation Limited (LAT) is pleased to announce that today, following its
announcement on 30 December 2016, binding, conditional agreements have been signed for
the transactions that will acquire assets and cash from Golden Tower NZ Limited (GTNZ) and
spin-off to existing shareholders of LAT’s current business.
Transaction Summary
The transaction will involve all of LAT’s assets being transferred into LAT’s wholly owned
subsidiary, Lateral Profiles Limited (Lateral Profiles). The shares of Lateral Profiles will then
be distributed pro rata to all of LAT’s existing shareholders.
Cash of $1,684,250 (Cash Consideration) and a commercial property valued at $1,600,000
(Property Consideration) will then be acquired by LAT and in consideration GTNZ will be
issued a 90% shareholding in LAT. $1 million of the Cash Consideration will remain in LAT
and the balance (after deduction of transaction costs) will be injected into Lateral Profiles
without dilution to existing shareholders.
Accordingly the effect for LAT shareholders if the transaction is completed is that they will
retain their current LAT shares and will also, for no consideration, receive shares in Lateral
Profiles which will be an interest in the same assets and business that LAT presently has plus
the surplus Cash Consideration.
Details of Agreements
Share Subscription Agreement
LAT and GTNZ have entered into a Share Subscription Agreement whereby GTNZ will
subscribe for a 90% shareholding (463,405,050 new shares) in LAT and use LAT as a listed
vehicle in New Zealand for its ongoing business.
The consideration for the shares comprises the Cash Consideration and the Property
Consideration.
The Share Subscription Agreement is conditional on:
- approval by LAT’s shareholders;
- due diligence on the commercial property which is satisfactory to LAT’s board;
- the parties agreeing the form of the sale and purchase agreement for the commercial
property; and
- approval by NZX of the disclosure document required under the listing rules.
On completion the shares will be issued to GTNZ and LAT will change its company name.
Share Subscription Deed
LAT and Lateral Profiles have entered into a Share Subscription Deed. As part of the
transactions, LAT will distribute its shares in Lateral Profiles to the existing shareholders of
LAT pro rata (Distribution). Before the Distribution takes place, LAT will, under the Share
Subscription Deed, subscribe for 34,389,450 shares in Lateral Profiles. Accordingly, Lateral
Profiles will have the same number of shares on issue as LAT currently does and existing

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LAT shareholders will hold the same proportionate shareholding interest they currently hold in
LAT following the Distribution.
The consideration for the shares comprises the assets, business, and assumed liabilities held
in LAT prior to the transactions and the surplus cash consideration noted above.
The Share Subscription Deed is conditional upon the Share Subscription Agreement
becoming unconditional (conditions stated above).
Board Composition
The board composition of LAT will change as a result of the transactions. It is intended that
Dene Biddlecombe and Robert McAuley will resign as directors of LAT and GTNZ will
nominate two new directors to join the Board. It is intended that Joe van Wijk will remain on
the Board of LAT after the transactions are completed.
Next Steps
A notice of special meeting to approve the transactions, together with a disclosure document,
and an independent advisers report under the Takeovers Code and the Listing Rules, will be
circulated to shareholders in due course once required approvals are obtained.

For and on behalf of the Board
Dene Biddlecombe
Executive Chairman
Email: dene.biddlecombe@lateralcorp.com
Mobile: 027 230 0166