WasteCo Reverse Listing – Special Meeting of Shareholders
GOODWOOD CAPITAL LIMITED
Po Box 42 258
Orakei
Auckland 1745
16 November 2022
Finalisation of Materials for GWC shareholders in support of the acquisition of WasteCo Holdings
NZ Limited (“WCO”)
The directors of Goodwood Capital Limited (NZX: GWC) are delighted to advise that we have
finalised the documentation required to be circulated to GWC shareholders in support of the
WCO acquisition, and that those documents are being sent to shareholders today.
The suite of documentation comprises the following:
Notice of Special Meeting of Shareholders;
Proxy Form;
Profile Document;
Independent Advisors’ Report and Appraisal Report;
Copies of the above documentation accompany this announcement.
The Special Meeting of Shareholders will be held at the offices of Link Market Services, Level 30,
PwC Tower, 15 Customs Street West, Auckland CBD on Monday, 5 December 2022 at 10:30 am.
Representatives from WCO will be presenting to the Special Meeting.
The GWC Board encourage all shareholders to either attend the Special Meeting in person, or to
cast their votes in respect of the proposed acquisition of WCO by lodging their Proxy Form with
GWC’s Share Registrar, Link Market Services, in accordance with the instructions on the Proxy
Form being sent to all GWC shareholders.
ENDS
For further information on GWC and the acquisition transaction, please contact:
Sean Joyce
Chairman, Goodwood Capital Limited
email: sean@corporate-counsel.co.nz
mobile: 021 865 704
For further information on WasteCo, please contact:
Shane Edmond
Non-executive director, WasteCo Holdings NZ Limited
mobile: 021 995 519
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GOODWOOD CAPITAL LIMITED
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS
18 November 2022
If you have sold or otherwise transferred all of your shares in Goodwood Capital Limited, please
pass this Notice of Meeting, together with the accompanying documents, as soon as possible to
the purchaser or transferee or to the broker or other person who arranged the sale or transfer
of your shares.
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CHAIRMAN’S LETTER
18 November 2022
Dear Shareholders,
The Board of Goodwood Capital Limited (Company or GWC) is seeking shareholder approval for
the implementation of a significant operational and capital restructure which has been
negotiated and endorsed by the Board of the Company relating to the conditional acquisition of
WasteCo Holdings NZ Limited (WasteCo) which was announced to the market on 26 April 2022,
subject to shareholder approval.
The proposed restructure of GWC can be best described as a reverse takeover transaction, often
referred to as aan “RTO”. The in-substance commercial effect of the restructure is that GWC
would acquire WasteCo in consideration for the issue of 504 million new GWC shares to the
existing shareholders of WasteCo. In conjunction with the acquisition of WasteCo, GWC would
also issue an additional 170,636,073 new GWC shares to a number of third parties, including
financial investors into WasteCo, new investors into GWC and to Mounterowen Limited. The
details of these various allotments of GWC shares are referred to below.
The implications for GWC and its shareholders are that existing GWC shareholders would be
diluted down from owning 100% of GWC (which currently has negative shareholders funds and
neglible assets), to holding approximately 1.94% of the total number of shares on issue in GWC
(which would hold the assets and liabilities of WasteCo, together with $4 million of cash) after
the completion of the reverse listing transaction and the restructure.
Whilst there is no guarantee that this would happen, if in the future (i) GWC issued a further
35,200,000 options to WasteCo staff pursuant to resolution 11 (and all of those options were
ultimately exercised), and (ii) GWC issued a further 126,560,000 Post Completion Shares
pursuant to resolution 11, and (iii) no further ordinary shares were issued by GWC, then there
would be a total of 849,760,000 ordinary shares on issue. This would result in the existing GWC
shareholders percentage shareholding in GWC being diluted down from 100% to 1.57%.
WasteCo operates a diversified waste, refuse and industrial services business with operations in
Christchurch, Ashburton, Timaru, Oamaru, Dunedin and Balclutha through six subsidiaries
(WasteCo Group).
A description of the WasteCo Group is contained in pages 7 to 15 of the Profile available
at www.nzx.com/companies/GWC/announcements;
A diagram showing the structure of the Goodwood Capital group before and after the
completion of the restructure is contained on page 7 of the Profile;
The acquisition of WasteCo constitutes a “reverse listing” transaction, whereby the
WasteCo Group essentially becomes listed on the NZX Main Board by virtue of its
acquisition by GWC;
The acquisition also constitutes a “major transaction” in terms of the Companies Act
and the NZX Listing Rules.
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Principal components of the Restructure
The restructure comprises the following principal transactions (which together are referred to
in this document as “the Restructure”):
The purchase of 100% of the shares on issue (WasteCo Shares) in WasteCo for total
consideration of $25.2 million (purchase price), plus $4 million on account of the
redemption of the Mandatory Convertible Notes previously issued by WasteCo in
consideration for the issue by GWC of a total of 584 million new GWC shares to the
shareholders in WasteCo, and to the holders of the Mandatory Convertible Notes (Reverse
Listing Transaction);
To satisfy the payment of the purchase price, GWC will issue 504 million fully paid ordinary
GWC shares at an issue price of NZ$0.05 per share to the existing shareholders of WasteCo
(Consideration Shares). In addition, GWC will issue 80 million fully paid ordinary GWC
shares at an issue price of NZ$0.05 per share to the holders of $4 million of Mandatory
Convertible Notes previously issued by WasteCo (MCN Shares). Given the quantum of the
Consideration Shares and the MCN Shares (together the New Shares) to be issued as a
percentage of the existing GWC shares on issue exceeds 20% of the total number of shares
on issue post the completion of the Reverse Listing Transaction and the Restructure, and
because the allottees of the New Shares are Associates (as that term is defined in the
Takeovers Code), the Takeovers Code applies to the issue of those New Shares.
In conjunction with the completion of the Reverse Listing Transaction, $531,803 of the
principal indebtedness of GWC to Mounterowen Limited (currently amounting to circa
$550,000), a company which I am the sole shareholder and director of will be capitalised
into 10,636,073 fully paid ordinary GWC shares at an issue price of NZ$0.05 per share
(Debt Capitalisation Shares). This initiative will extinguish the principal GWC indebtedness
and ensure that GWC is largely debt free, with the exception of the outstanding balance
owing to Mounterowen Limited and certain trade creditors incurred in the ordinary course
of business immediately prior to the completion of the transaction.
GWC will undertake a capital raising initiative to raise $4 million of new capital through the
issue 80 million fully paid ordinary GWC shares to wholesale investors (as defined in the
Financial Markets Conduct Act 2013) at an issue price of $0.05 per share to raise additional
new capital for GWC post completion of the transaction (Placement Shares). Due to the
regulatory framework associated with reverse listing transactions, GWC is restricted from
raising new capital via an offer to all existing shareholders of GWC, or other members of
the public, in conjunction with the completion of the transaction. The capital raising is
well-advanced and binding subscription agreements are expected to be entered into
before the Special Meeting of Shareholders.
Should the Restructure proceed, the issue of the 504 million Consideration Shares, the 80
million MCN Shares, the 10,636,073 Debt Capitalisation Shares and the 80 million
Placement Shares will mean that existing GWC shareholders will be diluted down to holding
1.94% of the total number of shares on issue in GWC after completion of the Restructure.
1
1
Whilst there is no guarantee that this would happen, if in the future (i) GWC issued a further 35,200,000 options to WasteCo
staff pursuant to resolution 11 (and all of those options were ultimately exercised), and (ii) GWC issued a further 126,560,000
Post Completion Shares pursuant to resolution 11, and (iii) no further ordinary shares were issued by GWC, then there would
be a total of 849,760,000 ordinary shares on issue. This would result in the existing GWC shareholders percentage shareholding
in GWC being diluted down from 100% to 1.57%.
3
The Restructure values the Company at approximately $668,000 prior to the Restructure, which
in the Board's opinion, represents a fair valuation of the Company having regard to the
Company's anticipated negative asset position as at the completion date for the Restructure,
and the intangible value of the Company as a "listed shell".
Key Risks associated with the Reverse Listing Transaction
As with any acquisition, the proposed purchase of the WasteCo Shares presents a number of
risks that should be drawn to the attention of GWC shareholders.
The Board consider the following risks to be the material risk factors that could affect the
WasteCo Group, and by extension the value of GWC shares:
Dependence on key personnel
Loss of significant contracts
Competition
Management of growth opportunities and entry into new markets
Regulatory risk
Environmental risk
Health and Safety
The above risk factors are described in more detail in section 7 (pages 28 to 31) of the Profile
(Risks to the WasteCo Group’s business and plans).
As part of the suite of documentation that is provided to you, GWC has commissioned an
Independent Adviser’s Report and Appraisal Report. That report has been prepared by Simmons
Corporate Finance Limited to opine on certain matters required in terms of the NZX Listing Rules
and the Takeovers Code. Several relevant observations extracted from the report are contained
on page 18 of this Notice of Meeting.
Other matters to be considered
In conjunction with the Restructure, the following resolutions are also proposed to be
considered at the Special Meeting:
The appointment of three new directors of the Company. On completion of the Restructure,
existing director of the Company Sean Joyce will resign and each of Shane Edmond, Carl
Storm, and James Redmayne will be appointed as directors of the Company. Independent
directors Angus Cooper and Roger Gower have agreed to continue as directors after the
Restructure. From the time of completion of the Reverse Listing, Shane Edmond will be
appointed as non-executive chair of the Company;
An increase of the sum of directors fees payable to directors of the Company by $228,000
from the current pool of $72,000 per annum, to an aggregate sum not exceeding $300,000
per annum;
The issue of up to 35,200,000 new share options to employees, contractors and non-
executive directors of GWC post completion of the Reverse Listing Transaction;
The approval to issue up to 126,560,000 additional new ordinary fully paid shares during the
course of the next 12 months at an issue price not less than NZ$ 0.05 per share.
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The settlement of the Restructure is conditional upon resolutions 1 to 11 being approved.
Board recommendation
The WasteCo business operations are both profitable and are experiencing year on year growth
since the date of their inception.
WasteCo is led by a team of passionate and experienced executives committed to the ongoing
growth and success of the business.
The Board considers that the Reverse Listing Transaction and collateral capital raising represents
an exciting opportunity for the Company and its shareholders and strongly recommends that all
shareholders read the Profile, the Independent Advisor’s Report and Appraisal Report that
accompany this Notice of Special Meeting.
The Board of Goodwood Capital Limited is very pleased to present the WasteCo Acquisition to
shareholders for their consideration. We encourage shareholders to approve all of the
resolutions at the Special Meeting.
Yours faithfully
Sean Joyce
Chairman
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Special Meeting of Shareholders of Goodwood Capital Limited
(Company) will be held at the offices of Link Market Services, Level 30, PwC Tower, 15 Customs
Street West, Auckland CBD, Auckland 1010 on Monday, 5 December 2022 at 10:30 am.
The Explanatory Notes which accompany this Notice of Meeting set out the details of the
transactions which are the subject of the resolutions and the approval required for each
resolution by the shareholders of the Company pursuant to the NZX Listing Rules (Listing Rules),
the Companies Act 1993 (Act), the constitution of the Company (Constitution) and the
Takeovers Code (Code).
BUSINESS OF THE MEETING
1. Acquisition of 100% of the shares on issue in WasteCo Holdings NZ Limited (“WasteCo”) –
Special Resolution – Listing Rule 5.1.1 and Section 129 of the Companies Act 1993
To consider and, if thought fit, pass the following resolution as a special resolution of the
Company:
"The Reverse Listing Agreement entered into between the Company and the shareholders of
WasteCo Holdings NZ Limited (WasteCo) (Sale Agreement), pursuant to which the Company
has agreed to acquire 100% of the shares on issue in WasteCo (WasteCo Shares) for $29.2
million, which consideration will be satisfied by the issue of:
(a) 504 million new ordinary fully paid shares in the Company, at an issue price of $0.05
cents per share, to the shareholders of WasteCo (or their nominees); and
(b) 80 million new ordinary fully paid shares in the Company, at an issue price of $0.05 cents
per share, to the holders of Mandatory Convertible Notes issued by WasteCo,
and the transactions described in the Sale Agreement are approved, and that the Directors
be authorised to take all actions, do all things and execute all documents and agreements
necessary or considered by them to be expedient to give effect to such transactions."
The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
2. Issue of 504 million ordinary fully paid shares to the shareholders of WasteCo
(“Consideration Shares”) – Ordinary Resolution – Listing Rule 4.1.1 and Rule 7(d) of the
Takeovers Code
If resolution 1 is passed, to consider, and if thought fit, pass the following resolution as an
ordinary resolution of the Company:
"The Directors of the Company are authorised to issue 504 million ordinary fully paid shares
in the Company to the shareholders of WasteCo as specified in the Explanatory Notes to
resolution 2, at an issue price of $0.05 per share in satisfaction of the purchase price payable
under the Sale Agreement (“Consideration Shares”) on the date of the completion of the
Acquisition of the WasteCo Shares, and are further authorised to take all actions, do all
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things and execute all documents and agreements necessary or considered by them to be
necessary or expedient to issue the Consideration Shares, such Consideration Shares when
issued, shall rank pari passu (equally) with all existing ordinary shares of the Company."
The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
3. Issue of 80 million ordinary fully paid shares to the holders of Mandatory Convertible
Notes previously issued by WasteCo (“MCN Shares”) – Ordinary Resolution – Listing Rule
4.1.1 and Rule 7(d) of the Takeovers Code
If resolution 2 is passed, to consider, and if thought fit, pass the following resolution as an
ordinary resolution of the Company:
"The Directors of the Company are authorised to issue 80 million ordinary fully paid shares
in the Company to the holders of Mandatory Convertible Notes previously issued by WasteCo
as specified in the Explanatory Notes to resolution 3, at an issue price of $0.05 per share in
satisfaction of the Company’s obligations under the Sale Agreement (“MCN Shares”) on the
date of the completion of the Acquisition of the WasteCo Shares, and are further authorised
to take all actions, do all things and execute all documents and agreements necessary or
considered by them to be necessary or expedient to issue the MCN Shares, such MCN Shares
when issued, shall rank pari passu (equally) with all existing ordinary shares of the
Company."
The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
4. Issue of 80 million new ordinary fully paid shares to wholesale investors (“Placement
Shares”) – Ordinary Resolution – Listing Rule 4.1.1
If resolution 3 is passed, to consider, and if thought fit, pass the following resolution as an
ordinary resolution of the Company:
"The Directors of the Company are authorised to:
(a) issue 80 million ordinary fully paid shares in the Company to wholesale investors
(“Placement Shares”) at an issue price of $0.05 per Placement Share; and
(b) take all actions, do all things and execute all documents and agreements necessary
or considered by them to be necessary or expedient to issue the Placement Shares,
such Placement Shares when issued, shall rank pari passu (equally) with all existing ordinary
shares of the Company."
The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
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5. Issue of 10,636,073 new ordinary fully paid shares to Mounterowen Limited (“Debt
Capitalisation Shares”) – Ordinary Resolution – Listing Rules 4.1.1 and 5.2.1
If resolution 4 is passed, to consider, and if thought fit, pass the following resolution as an
ordinary resolution of the Company:
"The Directors of the Company are authorised to:
(a) issue 10,636,073 ordinary fully paid shares in the Company to Mounterowen Limited
(“Debt Capitalisation Shares”) at an issue price of $0.05 per Debt Capitalisation
Share; and
(b) take all actions, do all things and execute all documents and agreements necessary
or considered by them to be necessary or expedient to issue the Debt Capitalisation
Shares,
such Debt Capitalisation Shares when issued, shall rank pari passu (equally) with all existing
ordinary shares of the Company."
The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
6. Appointment of Shane Edmond as Director – Ordinary Resolution
If resolution 5 is passed, to consider and, if thought fit, pass the following resolution as an
ordinary resolution of the Company:
"Shane Edmond be appointed as a director of the Company with effect from completion of
the Restructure."
The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
7. Appointment of James Redmayne as Director – Ordinary Resolution
If resolution 6 is passed, to consider and, if thought fit, pass the following resolution as an
ordinary resolution of the Company:
"James Redmayne be appointed as a director of the Company with effect from completion
of the Restructure."
The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
8. Appointment of Carl Storm as Director – Ordinary Resolution
If resolution 7 is passed, to consider and, if thought fit, pass the following resolution as an
ordinary resolution of the Company:
"Carl Storm be appointed as a director of the Company with effect from completion of the
Restructure."
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The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
9. Approval of Directors’ Fees – Ordinary Resolution
If resolution 8 is passed, to consider and, if thought fit, pass the following resolution as an
ordinary resolution of the Company:
"That the aggregate maximum amount of fees which can be paid to the Directors be
increased by $228,000 from the current pool of $72,000 per annum to an aggregate sum
not exceeding $300,000 in respect of each financial year, where such amount (or lesser
amount determined by the Directors for a financial year) will be divided among the Directors
in such proportion and in such manner as they may agree."
The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
10. Issue of up to 35,200,000 Options to Employees, Contractors, and Non-executive Directors
- Ordinary Resolution – Listing Rule 4.2.1
If resolution 9 is passed, to consider and, if thought fit, pass the following resolution as an
ordinary resolution of the Company:
"The Directors of the Company are authorised to:
(a) issue up to 35,200,000 options to acquire ordinary shares in the Company, to
employees, contractors, and to non-executive Directors of the Company on the terms
set out in the Explanatory Notes accompanying this Notice of Meeting; and
(b) take all action, do all things, and execute all documents and agreements necessary or
considered by them to be expedient to give effect to the issue of the options.”
The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
11. Issue of up to 126,560,000 new ordinary fully paid shares to wholesale investors (“Post
Completion Shares”) – Ordinary Resolution – Listing Rule 4.2.1
If resolution 10 is passed, to consider, and if thought fit, pass the following resolution as an
ordinary resolution of the Company:
"The Directors of the Company are authorised to:
(a) issue up to 126,560,000 new ordinary fully paid shares in the Company to wholesale
investors (“Post Completion Shares”) at an issue price of not less than $0.05 per Post
Completion Share, at any time during the course of the 12 month period following
the date of the Special Meeting; and
(b) take all actions, do all things and execute all documents and agreements necessary
or considered by them to be necessary or expedient to issue the Post Completion
Shares,
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such Post Completion Shares when issued, shall rank pari passu (equally) with all existing
ordinary shares of the Company."
The implementation of this resolution is conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
NOTES
1. EXPLANATORY NOTES
Explanatory Notes for Resolutions 1 to 11 are set out in the following pages. Additional
information about the subject matter of the resolutions is contained in the Profile, the
Independent Adviser’s Report and Appraisal Report that accompany this document.
2. PROXIES
All shareholders of the Company entitled to attend and vote at the meeting are entitled to
appoint a proxy to attend and vote for them instead.
A proxy need not be a shareholder of the Company.
The Chairman of the meeting can be a proxy for a shareholder if a shareholder wishes to
appoint the Chairman as its proxy in the proxy form. The Chairman proposes to vote any
undirected proxies held by him in favour of all of the resolutions, with the exception of
resolution 5, given he is interested in that resolution and is therefore disqualified from
voting, unless voting as proxy in accordance with the express instructions of the appointing
shareholder.
A proxy form is enclosed and to be effective must be lodged at least 48 hours before the
meeting is due to begin (i.e. before 10:30 am on Saturday, 3 December 2022) with Link
Market Services Limited, the Company’s share registrar, in accordance with the instructions
in the Notes to the proxy form accompanying this Notice.
3. VOTING RESTRICTIONS
Any shareholders of the Company, and their Associated Persons (as that term is defined in
the Listing Rules), who are to receive any of the securities or conversion of MCNs, as
referred to in resolutions 2, 3, 4, 5, 10 or 11 are not entitled to vote in respect of those
resolutions.
The shareholders of WasteCo Holdings NZ Limited (“Vendors”) and any Associates (as that
term is defined in the Code) of those persons who are to receive any of the securities
referred to in resolution 2 are not entitled to vote in respect of that resolution in
accordance with Rule 17(2) of the Code.
The holders of MCN Shares and any Associates (as that term is defined in the Code) of those
persons who are to receive any of the securities referred to in resolution 3 are not entitled
to vote in respect of that resolution in accordance with Rule 17(2) of the Code.
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No director of the Company, or their Associated Persons are entitled to vote on resolution
10 by virtue of NZX Listing Rule 6.3. Those persons are restricted from acting as
discretionary proxies (but can act as a non-discretionary proxy).
Mounterowen Limited and its Associated Persons are not entitled to vote on resolution 5
by virtue of NZX Listing Rule 6.3. Those persons are restricted from acting as discretionary
proxies (but can act as a non-discretionary proxy).
Those persons who are prohibited from voting on a resolution may not act as a
discretionary proxy in respect of a resolution, but may vote in accordance with express
instructions.
The Chairperson shall not vote any undirected proxies in favour of resolution 5 given the
Chairperson is interested in that resolution and is therefore disqualified from voting.
All persons registered on the Company’s register of shareholders as the holders of shares
as at 5pm on Friday, 2 December 2022 shall, subject only to the preceding restrictions, be
entitled to vote at the Meeting in person or by proxy.
4. CONDITIONAL NATURE OF RESOLUTIONS 1 to 11 (INCLUSIVE)
The implementation of resolutions 1 to 11 are conditional upon all of resolutions 1 to 11
being approved by the shareholders of the Company.
By Order of the Board of Directors
Sean Joyce
Chairman
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EXPLANATORY NOTES
NZX Listing Rules (Listing Rules), Companies Act 1993 (Act), the constitution of the Company
(Constitution) and The Takeovers Code (Code)
The Company is listed on the NZX Main Board and must comply with the Listing Rules and the Code. In
addition, various provisions of the Listing Rules are included in the Constitution. The Act, the Code, the
Constitution and the Listing Rules contain specific requirements which are relevant to the resolutions
comprised in this Notice.
The implications of the Listing Rules, the Act, the Code and the Constitution, insofar as they relate to
each resolution, are addressed in the Explanatory Notes to each resolution.
Nature of Resolutions
The resolutions which are to be considered at the Meeting include 10 ordinary resolutions and one
special resolution. An ordinary resolution is a resolution passed by a simple majority of votes of
shareholders of the Company, entitled to vote and voting. A special resolution is a resolution passed
by a majority of not less than 75% of votes of shareholders of the Company, entitled to vote and voting.
RESOLUTIONS 1 TO 11
Set out below is further information on the Restructure and the resolutions to be proposed in respect
of the Restructure at this Meeting. Shareholders should also read the Profile, the Independent
Adviser’s Report and Appraisal Report that accompany this Notice of Meeting.
The implementation of resolutions 1 to 11 are conditional upon all of resolutions 1 to 11 being
approved by the shareholders of the Company.
Consequences of Resolutions 1 to 11 not being approved
In the event that all of resolutions 1 to 11 are not approved, then:
the Reverse Listing Transaction will not proceed;
the Directors consider that the prospects for the Company are uncertain. The Directors believe
that in the event that resolutions 1 to 11 are not approved, the Directors would need to
expeditiously explore the acquisition of other business initiatives, which opportunities may be
limited having regard to the Company’s limited financial resources, or to seek shareholder
approval to put the Company into liquidation.
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RESTRUCTURE HIGHLIGHTS
Summary
The principal terms of the Restructure are as follows:
The Restructure involves GWC acquiring 100% ownership of WasteCo Holdings NZ Limited
(WasteCo).
WasteCo owns 100% of a number of operating subsidiaries as set out in the Profile which
undertake the business activities of the WasteCo Group (WasteCo Group).
The WasteCo Group owns and operates a range of business activities associated with waste and
refuse collection, recycling and disposal, street cleaning, and other industrial services. The business
operations of WasteCo comprise:
Environmental services, which comprise the following operations:
- Waste collection via front load bins, hook bins, skip bins and wheelie bins from both
commercial and private customers.
- A large gantry collection operation in Christchurch.
- Road sweeping for Councils and commercial customers. WasteCo operates an extensive
sweeping operation in the South Island.
- Waste sorting and diversion. WasteCo operates a 3,600 square metre dedicated sorting facility
in Christchurch with a strong focus on diversion from landfill. WasteCo is currently achieving
global diversion in excess of 50% of waste away from the landfill.
- A new specialised facility for the collection and treatment of medical and quarantine waste,
which has recently been implemented by WasteCo.
- Training services. WasteCo provides internal and external training courses, both to its own
staff and to third party organisations.
Industrial services, which comprise the following operations:
- High pressure water blasting, urgent spill response services, vacuum loading, septic tank
cleaning and portaloos. These services are offered on a 24/7/365 basis. WasteCo is one of the
largest providers of industrial services in the South Island.
- Port services. WasteCo provides maintenance, cleaning and auxiliary services to several ports
and shipping companies in the South Island.
The purchase price payable by GWC to acquire the WasteCo Group is $29.2 million, which
comprises:
- $25.2 million for the WasteCo Shares; and
- The redemption of $4 million of Mandatory Convertible Notes (“MCNs”), previously issued by
WasteCo to several third party investors.
It is proposed that GWC will satisfy the payment of the purchase price by issuing:
- 504 million GWC shares, at an issue price of $0.05 per share (Consideration Shares), to the
vendors of WasteCo;
- 80 million GWC shares, at an issue price of $0.05 per share (MCN Shares), to the holders of
the Mandatory Convertible Notes;
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The Restructure implies an approximate $668,000 value of GWC prior to the completion,
comprising the “premium value” of GWC as a listed company.
In conjunction with the completion of the purchase of WasteCo, GWC will:
- capitalise $531,803 of the debt owed by the Company to Mounterowen Limited by issuing
Mounterowen Limited with 10,636,073 new GWC shares at an issue price of NZ$0.05 per share
(Debt Capitalisation Shares); and
- undertake a placement of a further 80 million new GWC shares, at an issue price of $0.05 per
share (Placement Shares), to wholesale investors to raise $4 million, and apply that new
capital towards funding the ongoing working capital and future growth capital requirements
of the WasteCo Group.
On completion of the Restructure, Sean Joyce will resign and be replaced by three new directors
nominated by the vendors of the WasteCo Group. Existing independent directors Angus Cooper
and Roger Gower have agreed to continue as directors after the Restructure From the time of
completion of the Reverse Listing, Shane Edmond will be appointed as non-executive chair of the
Company.
The Restructure is subject to a number of conditions, primarily comprising the approval by GWC
shareholders of the resolutions being tabled at this meeting.
What GWC will look like post completion of the Restructure
Following completion of the Restructure, GWC will:
Own 100% of the WasteCo Group. The future performance of GWC and the GWC shares will
therefore be entirely dependent upon the future performance of the business operations of the
WasteCo Group following completion of the Restructure.
Effectively acquire all the assets and assume all the liabilities of WasteCo. As at 31 March 2022,
the WasteCo Group had consolidated total assets of $34.45m, $32.16m total liabilities, $16.71m
borrowings, and total equity $2.28m.
Have a total of 688,000,000 shares on issue, after the issue of the Consideration Shares, the MCN
Shares, the Debt Capitalisation Shares and the Placement Shares.
The issue of the Consideration Shares, the MCN Shares, the Debt Capitalisation Shares and the
Placement Shares will have the following effect on existing GWC shareholders:
Current shares on issue 13,363,927
Consideration Shares to be issued 504,000,000
MCN Shares to be issued 80,000,000
Debt Capitalisation Shares to be issued 10,636,073
Placement Shares to be issued 80,000,000
Total shares on issue after the completion of the
Restructure
688,000,000
Percentage of overall dilution 98.06%
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Example shareholder: pre-Restructure
percentage holding
10%
Example shareholder: post Restructure
percentage holding
0.194%
GWC will have three new directors on the GWC Board.
GWC will have approximately $4 million of cash in the bank, or undrawn credit facilities if the cash
raised from the issue of the Placement Shares is initially applied towards the repayment of existing
loan facilities, which on completion of the transaction are expected to have a drawn balance of
approximately $18 million.
Further details of the Restructure are set out in the Explanatory Notes to Resolutions 1 to 11 of this
Notice of Meeting and pages 1 to 4 of the Independent Adviser’s Report and Appraisal Report that
accompanies this Notice of Meeting.
Timetable
In the event that GWC shareholders approve the Restructure, then the timetable for the Restructure
is anticipated to be as follows:
Event Date
Issue of Consideration Shares, MCN Shares,
Debt Capitalisation Shares and Placement
Shares, change of name of GWC, restructure of
the GWC Board of Directors
by 5pm on 6 December 2022
Lifting of suspension of trading in GWC shares 10am on 7 December 2022
In the event that GWC shareholders do not approve the Restructure, then GWC would apply to NZX
for the suspension of the trading in shares in GWC to be lifted following the date of the Special
Meeting.
What happens if the Restructure is not approved
In the event that the Restructure is not approved by GWC shareholders, the Restructure will not
proceed. The GWC Board considers that the prospects for GWC would be uncertain should that
situation eventuate. The options available to GWC in this event would be:
For GWC to expeditiously explore the acquisition of other business initiatives, which opportunities
may be limited having regard to the Company’s limited financial resources; or
To seek shareholder approval to put GWC into liquidation.
15
RESOLUTION 1: ACQUISITION OF 100% OF THE SHARES ON ISSUE IN WASTECO
HOLDINGS NZ LIMITED (“WASTECO”) – SPECIAL RESOLUTION - LISTING RULE 5.1.1 AND SECTION 129
OF THE COMPANIES ACT 1993
GENERAL
The Company has entered into a Reverse Listing Agreement (Sale Agreement) with the shareholders
of WasteCo (Vendors) to acquire 100% of the shares on issue in WasteCo, which owns 100% of the
operating subsidiaries detailed in the Profile (WasteCo Group) for $29.2 million in aggregate
(comprising $25.2 million for the 100% of the shares in WasteCo and $4 million to redeem the
Mandatory Convertible Notes) (Reverse Listing Transaction). The purchase price will be satisfied by
the issue of:
504 million GWC shares, at an issue price of $0.05 per share (Consideration Shares), to the
Vendors;
80 million GWC shares, at an issue price of $0.05 per share (MCN Shares to the holders of the
Mandatory Convertible Notes;
Following the completion of the Reverse Listing Transaction, WasteCo (and the WasteCo Group) will
become a wholly owned subsidiary company of the Company.
The principal business operations of WasteCo Group are further described on page 12 of this Notice.
The Profile provides the following additional information in respect of the WasteCo Group and the
Company post completion of the Reverse Listing Transaction and collateral capital raising initiatives:
The organisational and operational structure of the Company – refer to section 4 (pages 7 to 15)
of the Profile;
The proposed Board and senior executives of the Company – refer to section 4 (pages 15 to 19) of
the Profile;
Risks associated with the commercial operations of the Company - refer to section 7 (pages 28 to
31) of the Profile.
The Vendors will enter into lock up arrangements with respect to 80% of the Consideration Shares to
be issued to the Vendors, such that those GWC shares will be placed in escrow (with restrictions on
trading) up until the date that GWC announces its preliminary result to the market for the financial
year ending 31 March 2023.
CONDITIONS OF THE SALE AGREEMENT
The acquisition of the WasteCo Group is conditional upon the Company obtaining all shareholder
approvals that may be required to undertake the Reverse Listing Transaction and the transactions
associated with the Reverse Listing Transaction as detailed in this Notice of Meeting, including but not
limited to, those approvals required in accordance with the Companies Act, the Code and the Listing
Rules.
In addition, the settlement of the transaction is conditional upon:
The Company raising $4 million of new capital through the issue of 80 million Placement Shares in
conjunction with the completion of the Acquisition of WasteCo (Completion).
16
The shareholders of the Company approving resolutions 1 to 11 at the Special Meeting;
The Company obtaining all approvals required from NZX and the Takeovers Panel;
The Company obtaining consent to the proposed transfer of the WasteCo Group from each general
security holder, landlord and counterparty to each material contract entered into by the WasteCo
Group.
The Sale Agreement also requires that the Company must not have more than $125,000 of liabilities
immediately prior to completion. This amount includes the balance of the debt owed to Mounterowen,
together with debts owed to third party creditors. Following the completion of the Reverse Listing
Transaction and Restructure, the Company will change its name to “WasteCo Group Limited” and its
NZX ticker code to “WCO”.
REQUIREMENT FOR RESOLUTION
The entry into the Sale Agreement, and the proposed acquisition of the WasteCo Group, must be
approved by shareholders. Shareholder approval is required in respect of resolution 1 for the following
reasons:
Major Transaction
The value of the WasteCo Group is greater than half the value of the Company’s assets.
Therefore the Company will be entering into a “major transaction” for the purposes of section
129 of the Companies Act. Section 129 of the Companies Act requires that a major transaction
must be approved by a special resolution of shareholders present in person or proxy and able
to vote at the meeting.
A special resolution of shareholders means a resolution of shareholders approved by a
majority of 75% of the votes of those shareholders entitled to vote and voting on the question.
Change in the essential nature of the Company’s business – Listing Rule 5.1.1(a)
Under the proposed restructure of the Company’s commercial and capital operations, the
Company will be entering into a transaction which will change the essential nature of the
Company’s business. Currently the Company is a non-active listed company which holds cash
and operates no trading activities. Should the Restructure proceed then the Company will own
100% of WasteCo, and will ultimately own and control the operations of the WasteCo Group.
Listing Rule 5.1.1(a) requires that in the event that a Company proposes to change the
essential nature of its business, any such change must be approved by an ordinary resolution
of shareholders.
An ordinary resolution of shareholders means a resolution passed by a simple majority of votes
of those shareholders entitled to vote and voting on the question.
Acquisition of Assets with a Gross Value above 50% of the Average Market Capitalisation of
GWC – Listing Rule 5.1.1(b)
Listing Rule 5.1.1(b) requires that in the event that GWC proposes to acquire assets with a
gross value above 50% of the Average Market Capitalisation of GWC (as that term is defined
in the Listing Rules), then that transaction must be approved by an ordinary resolution of
shareholders, or a special resolution if approved by way of a special resolution is required
under section 129 of the Companies Act. Given the value of the WasteCo Shares exceeds this
17
threshold, Listing Rule 5.1.1(b) requires approval by way of special resolution under section
129 of the Companies Act (as set out above).
A special resolution of shareholders means a resolution of shareholders approved by a
majority of 75% of the votes of those shareholders entitled to vote and voting on the question.
THE VALUATION METHODOLOGY UTILISED BY THE BOARD
The GWC Board negotiated the purchase price for the WasteCo Group on a commercial arms-length
basis with the Vendors.
The $25.2 million purchase price for the shares in WasteCo was agreed based on the Company’s
board’s evaluation of WasteCo Group’s historical revenues and EBITDA generated for the financial year
ended 31 March 2022, and the WasteCo Group’s potential to increase its revenues gross margins and
brand strength in the future. The sum of $25.2 million was then aggregated with the $4 million
redemption value of Mandatory Convertible Notes previously issued by WasteCo to raise new capital,
to derive a total acquisition price of $29.2 million.
The Company’s Board is comfortable with this valuation methodology having regard to the reasoning
set out in relation to the Board's recommendation below.
Further information about the valuation of the WasteCo Group is provided in section 6 (pages 39 to
44) of the Independent Adviser’s Report and Appraisal Report that accompanies this Notice of
Meeting.
KEY CONSIDERATIONS RELEVANT TO YOUR VOTE
Recommendation of the Board
The GWC Board strongly recommends that all shareholders review the Profile and the Independent
Adviser’s Report and Appraisal Report that accompany this Notice of Meeting so that they can fully
appreciate the nature of the prospective Restructure and the Reverse Listing Transaction.
The Board recommends that GWC shareholders vote in favour of the Reverse Listing Transaction and
the Restructure. The reasons for such recommendation are that:
The issue of the Consideration Shares to the Vendors’ will enable the Company to satisfy the
payment of the purchase price payable by the Company to the Vendors to acquire the WasteCo
Group.
The Directors believe that the Acquisition of the WasteCo Group should have materially positive
benefits for the Company for the following reasons:
- WasteCo Group is a well-established business with more than eight years of trading history;
- The earnings for WasteCo Group have shown a steady growth trajectory since the inception of
the business operations;
- The business sectors in which WasteCo Group operates are relatively stable and non-volatile;
- The GWC Board considers that WasteCo Group has lots of opportunity to continue to grow
both organically and via acquisitions in the future; and
- WasteCo Group has an experienced executive team well entrenched in the waste, refuse and
industrial services sectors.
18
The Directors consider that the issue price for the Consideration Shares is fair and reasonable to
the Company.
Having regard to the current cash resources of the Company, the value attributed to the Company
as a listed shell as part of the Restructure, and the business opportunity afforded to the Company
with the Acquisition of the WasteCo Group, the Board believes that the proposed Reverse Listing
Transaction and the Restructure presents a credible and exciting opportunity for the Company and
its shareholders. The Board notes that the Company will indirectly be taking on the existing future
indebtedness of the WasteCo Group on its balance sheet post the completion of the Reverse
Listing Transaction and Restructure.
The Independent Adviser’s Report and Appraisal Report concludes amongst other things, that:
“In our opinion, after having regard to all relevant factors, the positive aspects of the
Restructure (including the WasteCo Allotment) significantly outweigh the negative aspects
from the perspective of the Independent Shareholders”
“In our opinion, after having regard to all relevant factors, the terms and conditions of:
- the Restructure is fair to the Independent Shareholders
- the Debt Capitalisation is fair to the Independent Shareholders.”
These are only some of the conclusions reached in the Independent Adviser’s Report and Appraisal
Report, and the Board strongly recommends that you read the Independent Adviser’s Report and
Appraisal Report accompanying this Notice.
The GWC Board supports fully the Reverse Listing Transaction and the Restructure and recommends
that shareholders support the resolutions being tabled at the Special Meeting to approve the
Reverse Listing Transaction and the Restructure.
Your vote is important
For the Restructure to proceed, it is necessary that GWC shareholders approve both the acquisition of
the WasteCo Group, the restructure of the GWC Board, and the capital raising initiatives. The
acquisition of the WasteCo Group requires the approval of a special (75%) resolution. The restructure
of the GWC Board and the issue of the Consideration Shares, the MCN Shares, the Placement Shares,
(together with the Debt Capitalisation Shares and the Post Completion Shares) requires the approval
of an ordinary (50%) resolution, subject to the voting restrictions detailed in this Notice.
Reasons to vote in favour of the Reverse Listing Transaction, the acquisition of the WasteCo Group
and the Restructure
Effective application of GWC’s capital resources towards a positive business initiative
- GWC’s only significant asset is cash in the bank.
- Currently GWC’s cash resources are reducing due to the ongoing costs of maintaining its listing
on the NZX.
- In the event that a suitable acquisition is not identified and executed, and unless such an
acquisition ultimately generates positive cashflows, GWC will eventually utilise all of its cash
resources and may ultimately have limited options as a viable going concern or a suitable
candidate for a reverse listing transaction.
19
- The acquisition of the WasteCo Group business operations represents an opportunity:
o To acquire a well managed and cashflow positive business with genuine growth potential;
o To potentially provide the platform for driving future shareholder value through the
underlying performance of the WasteCo Group business operations.
Accelerate the growth of the WasteCo Group
- Utilising the existing cash resources of WasteCo Group, together with the new capital to be
raised through a placement to wholesale investors, will assist to fund the growth and
expansion plans of the WasteCo Group business.
Potential to generate increased shareholder value
- Should the new Board of GWC (post completion of the Restructure), together with the
executives of the WasteCo Group, be able to effectively implement their business strategy to
grow the WasteCo Group business operations, then that performance may lead to an
appreciation in the underlying GWC share price, and in doing so increase shareholder value.
If the Restructure proceeds, and shareholders are dissatisfied with the outcome of the
Restructure, they will have an opportunity to sell their shares in GWC (subject to a liquid trading
market developing)
- It is the Board’s view that it is likely that there will be more trading liquidity in GWC’s shares
on the NZX should the Restructure proceed, than if the Restructure does not proceed.
However, the Independent Advisor’s Report notes that “The Restructure will not necessarily
improve the liquidity of the Company’s shares in the near term as the number of shares held
by the Independent Shareholders will not change.” As also noted in the Independent Adviser’s
Report, GWC shares have traded very thinly in the last year.
- In the event that the Restructure proceeds and existing GWC shareholders do not wish to
continue to hold their GWC shares, or are dissatisfied with the progress that the WasteCo
Group business is making, then GWC shareholders will have the opportunity to sell their GWC
shares on market (post completion of the Restructure), subject to liquidity in GWC’s shares at
that time.
Other considerations relevant to the Reverse Listing Transaction and the Restructure
While the Board expects that the Reverse Listing Transaction and the Restructure will deliver positive
value for existing GWC shareholders, and the Board has recommended that GWC shareholders vote in
favour of the Reverse Listing Transaction and the Restructure, shareholders should also consider the
following factors relating to the Reverse Listing Transaction and the Restructure and the potential
impact on GWC and its shareholders.
You may believe that the consideration payable to acquire the WasteCo Group is too high
- The price payable by GWC to acquire the WasteCo Group is $29.2 million. You may consider
that the purchase price is too high having regard to the current operational performance of
the business operations of the WasteCo Group.
You may consider the dilutionary impact of the issue of the Consideration Shares and the
Placement Shares is too significant
- The dilutionary impact of the issue of the new shares in the Company to be issued as part of
the Restructure (comprising the Consideration Shares, the Placement Shares, the MCN Shares,
20
the Debt Capitalisation Shares) is 98.06%. You may consider that the dilutionary impact of
embarking on the Restructure is too significant in the context of the Restructure as a whole.
You may consider that the Reverse Listing Transaction and the Restructure are not in your best
interests
- There may be other reasons, particular to you, why you consider that the Reverse Listing
Transaction and the Restructure are not in your best interests.
You may consider that there is a possibility that a superior transaction could emerge
- The Board has no basis to believe that an alternative acquisition or restructuring proposal will
be received given that GWC has not received any approaches since the announcement of the
Reverse Listing Transaction and the Restructure on 26 April 2022.
- The Board believes that the acquisition of the WasteCo Group is the right business opportunity
to invest in to generate increased shareholder value.
KEY RISKS
The Board and the Vendors of the WasteCo Group have identified a number of risk factors associated
with the WasteCo Group’s business which may affect the Company’s future operating performance
and financial position and the value of the Company’s shares post completion of the Reverse Listing
Transaction and Restructure.
The principal risk factors are detailed in section 7 (pages 28 to 31) of the Profile.
BUY-OUT RIGHT
In respect of those shareholders who vote against Resolution 1, section 110 of the Companies Act gives
those shareholders certain rights to require the Company to purchase their shares in the Company, if
Resolution 1 is approved. Any shareholder who casts all votes attached to the shares registered in their
name (and having the same beneficial owner) against Resolution 1 is entitled to require the Company
to purchase their shares.
The right to have shares purchased must be exercised within 10 Business Days of the passing of
Resolution 1 by the dissenting shareholder by giving written notice to the Company. The mechanics
and the procedure for such an acquisition are provided in Appendix 3 to this Notice of Meeting.
INDEPENDENT REPORT
The NZX Guidance Note – Backdoor and Reverse Listing Transactions (Guidance Note) requires the
Company to obtain an Independent Report in respect of the proposed Reverse Listing Transaction and
Restructure. Simmons Corporate Finance Limited has prepared the Independent Advisers Report and
Appraisal Report, and a copy of it accompanies this Notice of Meeting. The appointment of Simmons
Corporate Finance Limited was approved by NZX Limited. The Independent Adviser’s Report and
Appraisal Report has also been prepared to comply with the requirements of the Takeovers Code, the
requirements of which are addressed in the explanatory notes to Resolution 2.
VOTING RESTRICTIONS
The Vendors, and their Associated Persons (as that term is defined in the Listing Rules) are prohibited
from voting on Resolution 1.
RESOLUTION 2: ISSUE OF 504 MILLION ORDINARY FULLY PAID SHARES TO THE SHAREHOLDERS OF
WASTECO HOLDINGS NZ LIMITED – ORDINARY RESOLUTION – LISTING RULE 4.1.1 AND RULE 7(d) OF
THE TAKEOVERS CODE
21
GENERAL
The purchase price for the acquisition of 100% of the shares in WasteCo will be satisfied by the issue
of 504 million fully paid ordinary shares in the Company (Consideration Shares) to the following
shareholders of WasteCo (Allottees) in the following amounts:
Name of Shareholder of WasteCo Number of new Consideration shares to be issued
Cullinane Steele Trustees (2003) Limited, Laurence
James Redmayne and Samantha Jane Redmayne
165,564,000
C & F Trustees 35776 Limited, Carl Stephen Storm
and Dawn Margaret Storm
158,004,000
Gleneig Holdings Limited 50,400,000
Glendarvie Holdings Limited 54,432,000
Shane David Edmond 45,360,000
Ashvegas Limited 20,160,000
Belinda Anne Edmond 10,080,000
The Consideration Shares will each have an issue price of $0.05 per share. If Resolutions 1 to 11 are
approved, the Consideration Shares shall be issued by the Company to the Allottees,
contemporaneously with the settlement of the Reverse Listing Transaction.
The Allottees are expected to hold or control 74.04% of the total number of voting securities on issue
in the Company in aggregate immediately following the completion of the Reverse Listing Transaction
and the Restructure.
2
An "Associate” (as that term is defined in the Takeovers Code) of Shane Edmond and Belinda Edmond,
Rochdale Investments Limited, holds 360,000 existing GWC Shares. That holding when taken together
with the Consideration Shares, the 400,000 existing GWC Shares held by Shane Edmond, and the 5
million MCN Shares to be issued to Shane Edmond means that the Allottees and their Associates are
expected to hold 74.09% of the total number of voting securities on issue in the Company, following
the completion of the Restructure.
Escrow
The Vendors have agreed to enter into agreement whereby they shall be restricted from trading 80%
of the Consideration Shares for the period commencing on the date of the completion of the Reverse
Listing Transaction, and ending on the first business day after the date on which the Company releases
its preliminary result to the market for the financial year ending 31 March 2023 (Restricted Period).
The escrow restriction will not apply:
When a Vendor transfers all or part of their respective Consideration Shares to an affiliate of theirs,
provided that the affiliate enters into a Restricted Security Deed with GWC in relation to the
Consideration Shares transferred on the same terms as agreed to by the Vendors for the remainder
of the Restricted Period;
When a transfer arises directly because of the security interest over the Consideration Shares
being enforced by a bona fide lender to a Vendor; or
2
This percentage has been calculated to include the Consideration Shares, together with the 400,000 existing GWC Shares held by Shane
Edmond, and the 5 million MCN Shares to be issued to Shane Edmond on completion of the Restructure.
22
In relation to any full or partial takeover offer made under the Takeovers Code or similar scheme
of arrangement, provided that any such takeover offer or similar scheme of arrangement is not
made, whether directly or indirectly, by a Vendor or any affiliate of a Vendor. For clarity, if a full or
partial takeover offer is made or proposed to be made during the Restricted Period, directly or
indirectly by a person who is not a Vendor or an affiliate of it, then a Vendor may sell, or agree, or
offer to sell all or any part of the Consideration Shares to the offeror under that offer.
Capital structure post completion of the Reverse Listing Transaction - the Acquisition, the issue of
the Consideration Shares, the MCN Shares, the Debt Capitalisation Shares and the issue of the
Placement Shares
Details of the capital structure, and shareholding profile of the Company post completion of the
Reverse Listing Transaction, the issue of the Consideration Shares, the MCN Shares, the Debt
Capitalisation Shares, and the issue of the Placement Shares are provided in the Table below:
Nature of Shares on issue, or to be
issued
Ordinary Shares % of Total Share Capital
following Restructure
Current shares on issue 13,363,927 1.942%
3
Consideration Shares to be issued 504,000,000 73.256%
MCN Shares to be issued 80,000,000 11.628%
Debt Capitalisation Shares to be
issued
10,636,073 1.546%
Placement Shares to be issued 80,000,000 11.628%
Total 688,000,000 100%
Dilutionary Impact
Following the issue of the Consideration Shares to the Vendors, and the issue of the MCN Shares, the
Placement Shares and the Debt Capitalisation Shares, the Vendors will hold 74.04% of the shares on
issue in the Company.
For the purposes of the Takeovers Code, the Vendors are regarded as being Associates of each other
by virtue of certain pre-existing personal and/or commercial relationships between them.
Full particulars of the Allottees (being the Vendors), the beneficial owners of the Consideration Shares,
and their respective allocations of Consideration Shares are detailed in part 2 of Appendix 1 of this
Notice.
ISSUE PRICE
The Board believes that the issue price of $0.05 for each of the Consideration Shares represents fair
value to the Company taking into account the following:
3
Whilst there is no guarantee that this would happen, if in the future (i) GWC issued a further 35,200,000 options to WasteCo staff
pursuant to resolution 11 (and all of those options were ultimately exercised), and (ii) GWC issued a further 126,560,000 Post Completion
Shares pursuant to resolution 12, and (iii) no further ordinary shares were issued by GWC, then there would be a total of 849,760,000
ordinary shares on issue. This would result in the existing GWC shareholders percentage shareholding in GWC being diluted down from
100% to 1.57%.
23
the issue price for the Consideration Shares was negotiated between the GWC Board and the
Vendors on a commercial arm’s length basis; and
with an anticipated capital base of 13,363,927 shares on issue in the Company as at the date of
the completion of the Reverse Listing Transaction, and immediately prior to the issue of the
Consideration Shares, the issue price of $0.05 effectively values the Company at approximately
$668,197, which, in the Board’s opinion represents, a fair valuation of the Company as a listed
vehicle having regard to the Company’s current financial position and prospects, and the intangible
value of the Company as a “listed shell”.
REQUIREMENT FOR RESOLUTION
Listing Rule 4.1.1 requires that the issue of the Consideration Shares be approved by an ordinary
resolution of the existing shareholders of the Company.
In addition, the issue of the Consideration Shares is required to be approved in accordance with the
Code. Under Rule 6 of the Code, a person who holds or controls:
no voting rights, or less than 20% of the voting rights in a code company may not become the
holder or controller of an increased percentage of the voting rights in the code company unless,
after that event, that person and the person's associates hold or control not more than 20% of the
voting rights in the code company; or
20% or more of the voting rights in a code company may not become a holder or controller of an
increased percentage of the voting rights in the code company.
There are a number of exceptions to this rule. These include the exception under rule 7(d) of the Code,
where a person may become the holder or controller of an increased percentage of voting rights in a
code company by an allotment of voting securities in the code company if the allotment has been
approved by an ordinary resolution of the code company in accordance with the Code.
The Company is a code company. As the Vendors are Associates for the purposes of the Code, in
accordance with Rule 7(d) of the Code, the allotment of the Consideration Shares to the Vendors is
required to be approved by an ordinary resolution as an exception to Rule 6 of the Code.
The Code requires the Company to obtain an Independent Adviser’s Report. The purpose of the
Independent Adviser’s Report is to assess the merits of the proposed allotment of the Consideration
Shares to the Allottees having regard to the interests of those persons who may vote to approve the
allotment. Simmons Corporate Finance Limited has prepared such a Report and a copy of it
accompanies this Notice of Meeting. The appointment of Simmons Corporate Finance Limited was
approved by the Takeovers Panel.
The information required under Rule 16 of the Takeovers Code is set out in Appendix 1 of this Notice
of Meeting.
VOTING RESTRICTIONS
The Vendors and their Associated Persons (as that term is defined in the Listing Rules) are prohibited
from voting on Resolution 2.
For the purposes of the Takeovers Code, to the best of GWC’s knowledge the only existing GWC
shareholder that is restricted from voting on resolution 2 by virtue of the Takeovers Code is Ashvegas
Limited.
24
RESOLUTION 3: ISSUE OF 80 MILLION ORDINARY FULLY PAID SHARES TO THE HOLDERS OF
MANDATORY CONVERTIBLE NOTES PREVIOUSLY ISSUED BY WASTECO (“MCN SHARES”) – ORDINARY
RESOLUTION – LISTING RULE 4.1.1 AND RULE 7(d) OF THE TAKEOVERS CODE
GENERAL
WasteCo has previously issued $4 million of Mandatory Convertible Notes (MCN’s) to third party
investors as a means of raising new capital for WasteCo.
The terms of the MCN’s provide that should the Reverse Listing Transaction proceed, then the MCN’s
shall be mandatorily converted into ordinary shares in GWC at an issue price of NZ$0.05 per new share.
A total of $4 million of MCN’s were issued, which when fully converted, equates to 80 million new
GWC shares.
If the Reverse Listing Transaction and the Restructure proceeds, then the redemption of the MCN’s
will be satisfied by the issue of 80 million fully paid ordinary shares in the Company (MCN Shares) to
the following holders of MCN’s (MCN Holders) in the following amounts:
Name of MCN Holder Number of new MCN Shares to be issued
Youthlab Limited 27,000,000
Ilakolako Limited 4,000,000
Horizon Resources Limited 13,000,000
Gary Agnew 1,000,000
Lisa Leport Symonds 1,000,000
Michael Joyce 4,000,000
Shane Edmond 5,000,000
John Adriaan and Janette Anne Kuyf 5,000,000
Charles Quenton Hayward, Karyn Marcia Hayward, C
A Trustees 2012 Limited
5,000,000
AWD Finance Limited
5,000,000
John Lee 5,000,000
Barry Gray and Fiona Gray 5,000,000
The MCN Shares will each have an issue price of $0.05 per share.
Dilutionary Impact
Following the issue of all 80 million MCN Shares, those MCN Holders will hold 11.628% of the shares
on issue in the Company in aggregate. The Board of GWC have been advised that none of the MCN
Holders are Associates of each other (as that term is defined in the Takeovers Code). Mr Shane
Edmond, who will be allotted 5 million MCN Shares, is an Associate of the allottees under resolution
2.
25
Takeovers Code implications
In addition to the receipt of the 5 million MCN Shares, Mr Edmond is to also be allotted a number of
Consideration Shares (as delineated in Resolution 2). Mr Edmond is an associate of the other recipients
of the Consideration Shares. For the reasons detailed in the explanatory notes to resolution 2 under
the heading “Requirement for Resolution”, the provisions of the Takeovers Code are also applicable to
this resolution given Mr Edmond and his Associates are expected to hold or control 74.04% of the total
number of voting securities on issue in the Company in aggregate immediately following the
completion of the Reverse Listing Transaction and the Restructure.
4
REQUIREMENT FOR RESOLUTION
Listing Rule 4.1.1 requires that the issue of the MCN Shares be approved by an ordinary resolution of
the existing shareholders of the Company.
As referred to above under the heading “Takeovers Code Implications”, the issue of the MCN Shares
to Mr Edmond are required to be approved in accordance with the Code – for the same reasons
outlined in the explanatory notes to resolution 2 under the heading “Requirement for Resolution” and
because Mr Edmond is an Associate of the Vendors who will be allotted Consideration Shares.
In accordance with Rule 7(d) of the Code, the allotment of the MCN Shares to Mr Edmond is required
to be approved by an ordinary resolution as an exception to Rule 6 of the Code.
The Code requires the Company to obtain an Independent Adviser’s Report. The purpose of the
Independent Adviser’s Report is to assess the merits of the proposed allotment of the Consideration
Shares to the Allottees having regard to the interests of those persons who may vote to approve the
allotment. Simmons Corporate Finance Limited has prepared such a Report and a copy of it
accompanies this Notice of Meeting. The appointment of Simmons Corporate Finance Limited was
approved by the Takeovers Panel.
The information required under Rule 16 of the Takeovers Code is set out in Appendix 2 of this Notice
of Meeting.
ISSUE PRICE
The Board believes that the issue price of $0.05 for each of the MCN Shares represents fair value to
the Company given the MCN Shares are being issued at the same issue price as the Consideration
Shares (and the Placement Shares) that are to be issued on completion of the Reverse Listing
Transaction (as further discussed in the explanatory notes for Resolution 2).
VOTING RESTRICTIONS
Those parties who are subscribing for the MCN Shares, and their Associated Persons (as that term is
defined in the Listing Rules) are prohibited from voting on this resolution.
For the purposes of the Takeovers Code, to the best of GWC’s knowledge the only existing GWC
shareholders that are restricted from voting on resolution 3 by virtue of the Takeovers Code are
Ashvegas Limited and Ilakolako Limited.
4
This percentage has been calculated to include the Consideration Shares, together with the 400,000 existing GWC Shares held by Shane
Edmond, and the 5 million MCN Shares to be issued to Shane Edmond on completion of the Restructure.
26
RESOLUTIONS 4: ISSUE OF 80 MILLION NEW ORDINARY FULLY PAID SHARES TO WHOLESALE
INVESTORS (PLACEMENT SHARES) – ORDINARY RESOLUTION – LISTING RULE 4.1
GENERAL
In conjunction with the completion of the Reverse Listing Transaction, the Company proposes to issue
an additional 80 million new fully paid ordinary shares in the Company (Placement Shares) to a number
of wholesale investors at an issue price of $0.05 per Placement Share. The Placement Shares are the
same class of share as the existing ordinary shares on issue in the Company and are in addition to the
MCN Shares.
GWC and WasteCo are in the course of finalising legally binding subscription agreements for the
Placement Shares prior to the completion of the Reverse Listing Transaction and the Restructure. The
subscription agreements would be conditional upon the Reverse Listing Transaction and the
Restructure completing. The Placement Shares will be issued, and the subscription moneys received
by GWC, contemporaneously with the completion of the Reverse Listing Transaction. The capital
raising is well-advanced and binding subscription agreements are expected to be entered into before
the Special Meeting of Shareholders.
Ideally, the Board would have liked to undertake a component of the capital raising as an offer to the
existing shareholders of the Company. Unfortunately, having regard to the fact that the Company has
had its shares suspended for a protracted period of time, and certain provisions of the Financial
Markets Conduct Act and Regulations, the Company is restricted from making any offer of its securities
to “non-wholesale” investors for a period of not less than three months from the date on which the
Company completes the Reverse Listing Transaction. Accordingly, non-wholesale investors will not be
entitled to participate in the capital raising.
The funds raised from the issue of the Placement Shares will be applied by the Company towards the
WasteCo Group’s primary near and medium term strategic objectives, which include:
Funding the ongoing working capital requirements of the WasteCo Group;
Funding the acquisition of new capital equipment required to meet its growth requirements;
Investing in the WasteCo Group’s human capital by hiring additional employees..
More information about the WasteCo Group’s operations, strategies and plans is contained in section
4 (pages 7 to 23) of the Profile.
The Placement Shares will each have an issue price of $0.05 per share. As at the date of this Notice,
the Company has not yet entered into any formal subscription agreements for the Placement Shares.
It is anticipated that the Placement Shares will be placed to wholesale investors prior to the date of
the completion of the Reverse Listing Transaction, with settlement of the issue of all of the Placement
Shares to occur at the same time as the issue of the Consideration Shares. GWC will advise the market
when it enters into subscription agreements in respect of the Placement Shares.
Dilutionary Impact
Following the issue of all 80 million Placement Shares, those wholesale investors who subscribe for
those Placement Shares will hold 11.628% of the shares on issue in the Company.
REQUIREMENT FOR RESOLUTION
Listing Rule 4.1.1 require that the issue of the Placement Shares be approved by an ordinary resolution
of the existing shareholders of the Company.
27
ISSUE PRICE
The Board believes that the issue price of $0.05 for each of the Placement Shares represents fair value
to the Company given the Placement Shares are being issued at the same issue price as the
Consideration Shares (and the MCN Shares) that are to be issued on completion of the Reverse Listing
Transaction (as further discussed in the explanatory notes for Resolution 2).
VOTING RESTRICTIONS
Those parties who agree to subscribe for the Placement Shares, and their Associated Persons (as that
term is defined in the Listing Rules) shall be prohibited from voting on this resolution.
RESOLUTION 5: ISSUE OF 10,636,073 NEW ORDINARY FULLY PAID SHARES TO MOUNTEROWEN
LIMITED – ORDINARY RESOLUTION – LISTING RULE 5.2.1
GENERAL
The Company is currently a shell company, with no trading activity or assets apart from a nominal
amount of cash. On the date of the completion of the Restructure, the Company will have debt not
exceeding $656,000, of which circa $550,000 is currently owed to Mounterowen Limited
(Mounterowen and Mounterowen Indebtedness), a company associated with Sean Joyce, a director
of the Company. Otherwise, the Company's ongoing liabilities are general creditors and those relating
to maintaining its status as an NZX listed company.
In 2020, Mounterowen negotiated to acquire all third party debt owed by the Company (then Snakk
Media Limited) whilst the Company was in liquidation, as a pre-condition to organising for the
Company to be removed from liquidation in October 2020. Since that time, Mounterowen has
continued to fund the ongoing costs of the Company, i.e NZX listing fees, share registry fees, audit fees,
accounting fees, directors fees and other costs., the intention being that the Company would
ultimately find a suitable business to merge with, or acquire.
In conjunction with the completion of the Reverse Listing Transaction, the Company proposes to issue
to 10,636,073 new fully paid ordinary GWC shares to Mounterowen at an issue price of NZ$0.05 per
share (Debt Capitalisation Shares). The issue of the Debt Capitalisation Shares will extinguish
$531,803 of the Mounterowen Indebtedness and ensure that GWC is largely debt free, with the
exception of a maximum of $125,000 of liabilities immediately prior to completion of the transaction,
including the outstanding balance owed to Mounterowen.
Mounterowen is a Related Party of the Company (as that term is defined in the Listing Rules) due to it
holding more than 10% of the shares on issue in the Company, and also because its shareholder and
director is Sean Joyce, who is also a director of the Company.
The proposed issue of the Debt Capitalisation Shares to Mounterowen constitutes a “Material
Transaction” in terms of the Listing Rules. Listing Rule 5.2.1 provides that the Company cannot enter
into a Material Transaction with a Related Party unless that Material Transaction is approved by an
ordinary resolution of the shareholders of the Company.
The Debt Capitalisation Shares will each have an issue price of $0.05 per share. If Resolutions 1 to 11
are approved, the Debt Capitalisation Shares shall be issued by the Company to Mounterowen
contemporaneously with the settlement of the Reverse Listing Transaction.
Issue Price
The Board believes that the issue price of $0.05 for each of the Debt Capitalisation Shares to
Mounterowen represents fair value to the Company given the Debt Capitalisation Shares are being
issued at the same issue price as the Consideration Shares, the MCN Shares and the Placement Shares.
28
Dilutionary Impact
Following the issue of the Debt Capitalisation Shares to Mounterowen Limited, Mounterowen Limited
will hold 1.546% of the shares on issue in the Company.
REQUIREMENT FOR RESOLUTION
Under Listing Rule 5.2.1 the proposed issue of the Debt Capitalisation Shares to Mounterowen Limited
constitutes a Related Party Transaction, and as such the Debt Capitalisation Shares cannot be issued
to Mounterowen Limited unless that proposed share issue is approved by an ordinary resolution of
the Company’s shareholders.
VOTING RESTRICTIONS
Mounterowen Limited and its Associated Persons are prohibited from voting on this resolution.
APPRAISAL REPORT
Listing Rule 7.8.8(b) requires an Appraisal Report to be prepared where a meeting of shareholders will
consider a resolution required by Listing Rule 5.2.1 (as is the case with the proposed issue of the Debt
Capitalisation Shares to Mounterowen Limited).
The Appraisal Report is incorporated in the Independent Adviser’s Report and Appraisal Report that
accompanies this Notice. Simmons Corporate Finance Limited has prepared the Independent Adviser’s
Report and Appraisal Report. The appointment of Simmons Corporate Finance Limited was approved
by NZX Limited.
RESOLUTIONS 6, 7, and 8: APPOINTMENT OF DIRECTORS – ORDINARY RESOLUTIONS
The constitution of the Company and the Listing Rules both require there to be at least three directors
of the Company, two of whom must be resident in New Zealand, and two of whom must be
independent directors (as that term is defined in the Listing Rules).
It is anticipated that following completion of the Reverse Listing Transaction:
Sean Joyce will resign from the Board with effect from completion of the Reverse Listing
Transaction. Angus Cooper and Roger Gower have agreed to continue as directors after the
Reverse Listing Transaction;
Shane Edmond, Carl Storm, James Redmayne (Proposed Additional Directors) will be appointed
to the Board of the Company with effect from Completion.
Mr Shane Edmond would act as non-executive Chairman of the Board with effect from Completion.
Ordinary resolutions approving the appointment of each of the Proposed Directors are sought. The
appointment of the four new directors will be effective from Completion.
Biographies for each of the Proposed Directors are provided below:
Shane Edmond
Shane became a shareholder of WasteCo in December 2020. Shane has had extensive experience in
the financial markets having worked in London and New Zealand for over 30 years. Shane is currently
an executive director of Forsyth Barr Limited.
He was previously a member of the Financial Market Authority’s Code Committee for Financial
Advisers for seven years.
29
Shane has a number of private investments in New Zealand.
The Board considers that Mr Edmond will not be an Independent Director (as that term is defined in
the Listing Rules).
James Redmayne
James had 18 years of Cost and Management Accounting experience under his belt before embarking
on the WasteCo journey, working in industries as diverse as banking, foreign exchange, broadcasting
and pharmaceuticals as well as manufacturing entities involved in carpets, food and engineering.
James loves getting to know the numbers and understanding what can be done operationally and from
a process point of view to positively influence results; he understands that people are the most
precious resource any company can have and gets a real kick out of helping them understand what
influence they have on the numbers from their actions. James, like Carl, is a key member of the Senior
Leadership Team for WasteCo.
Working in the waste, sweeping & industrial services arena has given James lots of opportunity to work
with some amazing people from a very broad spectrum of the community and industry; an opportunity
that has definitely become a passion that revolves around the “family” of WasteCo and the amazing
opportunities that he and the team are able to take advantage of to positively influence our
community.
James works in the WasteCo business with his wife Sam. They are supported by two astute young men,
Mitch who is in year 11 at high school and Haz who is in his first year of university studying engineering.
The Board considers that Mr Redmayne will not be an Independent Director (as that term is defined in
the Listing Rules).
Carl Storm
Carl is an extremely motivated, highly energised, and focused leader who thrives on finding solutions
to challenges. Carl has a lifetime of experience in the waste and recycling sector starting his first
company at 16 while still at school. Carl is an inspirational leader of people and highly skilled in crisis
management. He is an experienced company director and a valuable part of the WasteCo Senior
Leadership Team.
Carl has worked for himself since an early age when he was recognised as an innovator and
entrepreneur. After selling two start-up companies he went on to work for Fulton Hogan/EnviroWaste,
Metro Waste and Veolia.
During his time in Auckland, he studied part time at the University of Auckland.
Carl works in the WasteCo business with his wife Dawn and they have 3 grown up children, Sarah (&
Tim) who themselves 3 children and run their own landscaping business, Harry who is a Police Officer
in South Auckland and Jack who recently started an apprenticeship in the building industry.
Carl and Dawn Storm were adjudicated bankrupt in 2010 after some property deals were adversely
affected by the GFC. Whilst, this fact is not required to be disclosed, and Boards of both GWC and
WasteCo do not consider the issue to be relevant today, the parties consider it appropriate to make
this disclosure as a matter of complete transparency.
The Board considers that Mr Storm will not be an Independent Director (as that term is defined in the
Listing Rules).
VOTING RESTRICTIONS
There are no voting restrictions in respect of resolutions 6, 7, and 8.
30
RESOLUTION 9: APPROVAL OF DIRECTORS FEES – ORDINARY RESOLUTION
The Vendors have requested approval of Resolution 9 be sought, to obtain approval for the maximum
aggregate Directors remuneration to be increased by $238,000 from $72,000 per annum to a
maximum sum of $300,000 in respect of each financial year following the Restructure (on the basis
that the Company will have 5 directors). It is anticipated that the directors’ remuneration will be paid
as follows:
$85,000 per annum shall be paid to the Chairman of the Board of Directors of the Company;
$65,000 per annum shall be paid to each non-executive director of the Company.
The Vendors seek approval of this level of remuneration as they consider it an appropriate level of
remuneration to attract and retain directors of an appropriate level of expertise and experience to the
Company given the size of the WasteCo Group’s commercial operations, and the level of involvement
that the Board is expected to have in the operations of the business. Currently, directors fees of
$72,000 are payable to Directors of the Company in aggregate (given the current non-trading nature
of the Company). Accordingly, the Proposed directors remuneration of $300,000 will represent an
increase of $238,000 to the level of directors fees currently payable by the Company.
In the event of an increase in the total number of Directors holding office, the Directors may, without
the authorisation of an ordinary resolution of shareholders, increase the total remuneration by such
an amount as is necessary to enable the Company to pay the additional Director or Directors of the
Company remuneration not exceeding the average amount then being paid to each of the other non-
executive Directors (other than the chairperson) of the Company.
VOTING RESTRICTIONS
No person intended to receive directors’ fees, and no Associated Person (as that term is defined in
the Listing Rules) of that person may vote on Resolution 9.
RESOLUTION 10: ISSUE OF UP TO 35,200,000 OPTIONS TO EMPLOYEES, CONTRACTORS, AND NON-
EXECUTIVE DIRECTORS - ORDINARY RESOLUTION – LISTING RULE 4.2.1
General
The Vendors have requested approval of resolution 10 be sought, which seeks approval to issue up to
35,200,000 options to acquire ordinary shares in the Company (Options) to employees, contractors
and non-executive directors of the Company, and of WasteCo Group post completion of the
Restructure (Group).
Each Option, once issued, permits the holder of an Option to give notice to the Company of his or her
intention to exercise the Option and to be issued one new ordinary share in the Company for every
Option exercised. The Option can only be exercised during the exercised period (referred to below),
and upon the payment by the holder of each Option of the exercise price for each Option, to the
Company.
The Vendors consider that it is beneficial for the Company to offer and to subsequently issue Options
to certain current and future employees, contractors, and non-executive directors of the Group, for
the following reasons:
31
The issue will encourage recipients of the Options to hold shares in the Company assists in
encouraging a high level of commitment and retention, and aligns their interests with those of
external investors;
The Options will only be issued to targeted recipients who are considered to be particularly
valuable to the growth and development of the Company;
The structure of the issue of the Options will assist the Company in retaining the key staff of the
Group for the future;
The opportunity to offer Options to prospective new employees and non-executive directors will
assist the Company in securing the services of those parties as part of the package available to be
offered to those parties;
The offer of Options provides an appropriate way to incentive employees and non-executive
directors without the Company incurring a direct cash cost.
The Options are proposed to be allocated and issued by the new Board of the Company post
completion of the Restructure to certain existing or future employees and non-executive directors the
Company as determined by the Board. It is the intention of the new Board that the vast majority of the
Options will be granted to employees of the Group, and not to non-executive directors of the
Company.
Dilutionary impact of exercise of Options
Total Options Pool
The total pool of Options proposed to be approved by shareholders represents 5.16% of the total share
capital proposed to be on issue as at the date of the completion of the Restructure.
In the event that:
All 35,200,000 Options were issued; and
All 35,200,000 Options were exercised,
the holders of those Options would hold 35,200,000 shares in the Company, representing
approximately 4.867% of the total number of shares on issue post the completion of the Restructure,
the exercise of their Options, and the issue of the new shares to the relevant Option Holders.
Terms of issue of the Options
The principal terms of the Options are as follows:
Each Option entitles the holder to acquire one ordinary share in the Company;
The exercise price payable in respect of each Option will not be less than NZ$0.05 per Option;
The Options shall vest in the holder over three years in equal one third tranches as follows (a)
one-third shall vest on the date of their issue, (b) one-third shall vest on the first anniversary of
the date of their issue, and (c) one-third shall vest on the second anniversary of the date of their
issue;
32
The Options must be exercised in the period commencing on the relevant vesting date and
ending on that date being 3 calendar years after the vesting date (Exercise Period);
Should the services of the holder of an Option cease to be retained by the Company or a
subsidiary of the Company prior to a tranche of Options vesting in the holder, other than due to
death or illness, then those Options will lapse. In the case of death or illness, any unvested
Options will lapse and any vested but unexercised Options must be exercised within 30 days of
the holder’s death or illness those Options will lapse;
Any Options which are not exercised during the Exercise Period shall lapse;
Shares issued upon exercise of an Option shall be credited as fully paid and rank equally in all
respects with shares on issue at the relevant exercise date (except for any dividend or other
entitlement where the entitlement date occurs prior to the exercise date);
The options are not transferable without the prior approval of the Company in writing;
The Options shall not confer on the holder the right to participate in rights issues undertaken by
the Company;
The holders of the Options will not be entitled to vote at any meeting of the shareholders of the
Company;
On any consolidation, subdivision or other reconstruction of shares the number of shares over
which each Option is exercisable will be adjusted in proportion to the reconstruction, and the
aggregate exercise price will remain unchanged,
and otherwise on the terms set out in the Option Agreement to be entered into between the Company
and each holder of the Options.
Requirement for Resolution
Listing Rule 4.2.1 states in general terms, that shareholder approval by ordinary resolution must be
obtained for any issue of Equity Securities (which includes the Options) by the Company and,
accordingly, shareholder approval by ordinary resolution is being sought in accordance with Listing
Rule 4.2.1. In approving the issue of the Options, Shareholders are also effectively approving the issue
of new ordinary shares to the holders of the Options following the exercise of an Option by a holder
of an Option.
RESOLUTION 11: ISSUE OF UP TO 126,560,000 NEW ORDINARY FULLY PAID SHARES TO WHOLESALE
INVESTORS (“POST COMPLETION SHARES”) – ORDINARY RESOLUTION – LISTING RULE 4.2.1
GENERAL
The Vendors have requested that approval of resolution 11 be sought.
The Vendors wish to seek the approval of shareholders to enable them to issue up to a further
126,560,000 new fully paid ordinary shares in the Company (Post Completion Shares) to wholesale
investors at an issue price of not less than $0.05 per Post Completion Share, to assist with ongoing
funding requirements of the WasteCo Group. The Post Completion Shares would be the same class of
share as the existing ordinary shares on issue in the Company.
33
The Post Completion Shares would be required to be issued within 12 months from the date of the
Special Meeting. In the event that they were not issued within this timeframe, the approval to issue
the Post Completion Shares would lapse.
The purpose of seeking approval to potentially issue the Post Completion Shares would be to provide
the new Board of the Company with maximum flexibility to issue the Post Completion Shares with a
view to:
Raising new capital to apply towards funding the cash component of any acquisition of an new
business;
Be used as consideration to partially fund a potential acquisition of a new business through the
issue of new shares in the Company, in lieu of the payment of cash;
Raise new capital to assist with purchase any additional capital plant and equipment required to
satisfy the Company’s obligations under any new contractual arrangement(s) entered into.
The Post Completion Shares will each have an issue price of not less than $0.05 per share. The
expectation would be that the Board would seek to issue the Post Completion Shares at a share price
reflective of the prevailing current market price for the Company’s shares at the time of the issue of
the Post Completion Shares.
As at the date of this Notice, the Company has not yet entered into any formal subscription agreements
for the Post Completion Shares.
REQUIREMENT FOR RESOLUTION
Listing Rule 4.1.1 require that the issue of the Post Completion Shares be approved by an ordinary
resolution of the existing shareholders of the Company.
ISSUE PRICE
The Board believes that the issue price of not less than $0.05 for each of the Post Completion Shares
represents fair value to the Company given the Post Completion Shares are being issued at a price not
less than the issue price for the Consideration Shares that are to be issued.
34
APPENDIX 1
INFORMATION REQUIRED BY THE TAKEOVERS CODE IN RESPECT OF RESOLUTION 2 – ISSUE OF
504,000,000 NEW VOTING SECURITIES (“CONSIDERATION SHARES”) TO THE SHAREHOLDERS OF
WASTECO HOLDINGS NZ LIMITED
1. Identity of the Allottees and Controllers of the Consideration Shares
The Consideration Shares being allotted pursuant to Resolution 2 are being allotted to the
following holders of WasteCo Holdings NZ Limited (Allottees), in the following amounts:
Name of Shareholder of WasteCo
Number of new
Consideration shares to be
issued
% of control of the
Group post Reverse
Listing Transaction and
Restructure
Cullinane Steele Trustees (2003)
Limited, Laurence James Redmayne and
Samantha Jane Redmayne
165,564,000 24.065%
C & F Trustees 35776 Limited, Carl
Stephen Storm and Dawn Margaret
Storm
158,004,000 22.966%
Gleneig Holdings Limited 50,400,000 7.326%
Glendarvie Holdings Limited 54,432,000 7.912%
Shane David Edmond 45,360,000 6.593%
Ashvegas Limited 20,160,000 2.930%
Belinda Anne Edmond
10,080,000 1.465%
Total
504,000,000 73.256%
2. Particulars of the voting securities being allotted
A total of 504 million new voting securities (Consideration Shares) are proposed to be
allotted to the Allottees.
The Consideration Shares will represent 73.256% of the aggregate of the existing
voting securities on issue in the Company, together with the Consideration Shares, the
MCN Shares (refer resolution 3), the Placement Shares (refer resolution 4) and the
Debt Capitalisation Shares (refer Resolution 5).
The Allottees will together hold or control 74.04% of all of the voting securities on issue in
the Company after the issue of the voting securities referred to in resolutions 2, 3, 4 and 5.
5
No Associates (as that term is defined in the Takeovers Code) of the Allottees:
5
This percentage has been calculated to include the Consideration Shares, together with the 400,000 existing GWC Shares held by Shane
Edmond, and the 5 million MCN Shares to be issued to Shane Edmond on completion of the Restructure.
35
(a) hold any voting securities in the Company, with the exception of Rochdale
Investments Limited (which is an Associate of Shane and Belinda Edmond) which
holds 360,000 existing voting securities in the Company; or
(b) will subscribe for any of the MCN Shares;
(c) will subscribe for any Debt Capitalisation Shares; or
(d) will subscribe for any Placement Shares.
Accordingly, the Allottee and the Allottee’s Associates will hold or control 74.09% of
all of the voting securities on issue in the Company.
3. Issue Price for Voting Securities
The issue price for the Consideration Shares is $0.05 for each Consideration Share to be
allotted.
The payment of the issue price for the Consideration Shares will be satisfied upon the
completion of the acquisition of the WasteCo Group by the Company. The consideration for
the subscription for the Consideration Shares will be satisfied by the transfer by the Vendors
of the WasteCo Group to the Company.
4. Reasons for the allotments
The reasons for the Company issuing and allotting the Consideration Shares to the Allottee
are as follows:
(a) The Company has entered into the Sale Agreement with the Vendors which
provides for the acquisition of the WasteCo Group;
(b) The Sale Agreement provides for, amongst other matters, the Company to issue the
Consideration Shares to the Allottee in satisfaction of the purchase price payable
by the Company to acquire WasteCo, which company in turn owns the WasteCo
Group.
5. The allotment under Resolution 2 if approved, will be permitted under Rule 7(d) of the
Takeovers Code as exceptions to Rule 6 of the Takeovers Code.
6. Statements in accordance with Rule 16(g) of the Takeovers Code have been provided to the
Company by the Allottees.
The Allottees have each confirmed that there are no agreements or arrangements (whether
legally enforceable or not) that have been, or are intended to be, entered into between the
Allottees and any other person (other than between the Allottees and the Company in
respect of the matters referred to in paragraphs 1 to 5 above) relating to the allotment,
holding or control of the voting securities to be allotted, or to the exercise of voting rights in
the Company.
7. The report from an independent adviser that complies with Rule 18 of the Takeovers Code
accompanies this Notice of Meeting.
8. The statement by the Directors of the Company required by Rule 19 of the Takeovers Code
is set out below.
36
Directors’ Statement
The Directors unanimously recommend approval of the allotment of the Consideration Shares referred
to in Resolution 2.
The reasons for the recommendation in relation to Resolution 2 are that:
(a) The issue of the Consideration Shares to the Allottee will enable the Company to satisfy the
payment of the purchase price payable by the Company to the Vendors to acquire the WasteCo
Group under the Sale Agreement.
(b) The Directors believe that the acquisition of the WasteCo Group should have materially positive
benefits for the Company for the following reasons:
(i) WasteCo Group is a well-established business with more than eight years of trading
history;
(ii) The earnings for WasteCo Group have shown a steady growth trajectory since the
inception of the business operations;
(iii) The business sectors in which WasteCo Group operates are relatively stable and non-
volatile;
(iv) The Company’s board considers that WasteCo Group has lots of opportunity to continue
to grow both organically and via acquisitions in the future; and
(v) WasteCo Group has an experienced executive team well entrenched in the waste, refuse
and industrial services sectors.
(c) The Directors consider that the issue price for the Consideration Shares is fair and reasonable to
the Company.
(d) Having regard to the current cash resources of the Company, the value attributed to the
Company as a listed shell as part of the Restructure, and the business opportunity afforded to
the Company with the Reverse Listing Transaction, the Board believes that the proposed Reverse
Listing Transaction and the Restructure presents a credible and exciting opportunity for the
Company and its shareholders.
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APPENDIX 2
INFORMATION REQUIRED BY THE TAKEOVERS CODE IN RESPECT OF RESOLUTION 3 – ISSUE OF
5,000,000 NEW VOTING SECURITIES (“EDMOND SHARES”) TO SHANE EDMOND
1. Identity of the Allottees and Controllers of the Edmond Shares
The 5,000,000 Edmond Shares being allotted pursuant to Resolution 3 which trigger the
application of the Code are being allotted to Shane Edmond (“Mr Edmond”).
2. Particulars of the voting securities being allotted
A total of 5,000,000 new ordinary fully paid voting securities (Edmond MCN Shares)
are proposed to be allotted to Mr Edmond.
The Edmond MCN Shares will represent 0.00726% of the aggregate of the existing
voting securities on issue in the Company, together with the Consideration Shares
(refer resolution 2), the MCN Shares (refer resolution 3), the Placement Shares (refer
resolution 4) and the Debt Capitalisation Shares (refer Resolution 5).
Mr Edmond and his Associates will together hold or control 74.04% of all of the ordinary fully
paid voting securities on issue in the Company.
6
No Associates (as that term is defined in the Takeovers Code) of Mr Edmond:
(a) hold any ordinary fully paid voting securities in the Company, with the exception
of Rochdale Investments Limited (which is an Associate of Shane and Belinda
Edmond) which holds 360,000 existing voting securities in the Company; or
(b) will subscribe for any of the MCN Shares;
(c) will subscribe for any Debt Capitalisation Shares; or
(d) will subscribe for any Placement Shares.
Accordingly, Mr Edmond and his Associates will hold or control 74.09% of all of the
voting securities on issue in the Company. Mr Edmond will hold or control 7.38% of all
voting securities on issue in the Company, excluding voting securities held by
Associates of Mr. Edmond.
3. Issue Price for Voting Securities
The issue price for the Edmond MCN Shares is $0.05 for each Edmond MCN Share to be
allotted.
The payment of the issue price for the Consideration Shares will be satisfied upon the
completion of the acquisition of the WasteCo Group by the Company. The consideration for
the subscription for the Consideration Shares will be satisfied by the redemption of the
Mandatory Convertible Notes issued by WasteCo in favour of Mr Edmond, for cash.
6
This percentage has been calculated to include the Consideration Shares, together with the 400,000 existing GWC Shares held by Shane
Edmond, and the 5 million MCN Shares to be issued to Shane Edmond on completion of the Restructure.
38
4. Reasons for the allotments
The reasons for the Company issuing and allotting the MCN Shares to Mr Edmond are as
follows:
(a) The Company has entered into the Sale Agreement with the Vendors which provides
for the acquisition of the WasteCo Group;
(b) The Sale Agreement provides for, amongst other matters, the Company to issue the
MCN Shares to the holders of the Mandatory Convertible Notes previously issued by
WasteCo to third party investors as a mecxhanism to redeem and extinguish the
liability of WasteCo to the holders of those Mandatory Convertible Notes.
5. The allotment under Resolution 3 if approved, will be permitted under Rule 7(d) of the
Takeovers Code as exceptions to Rule 6 of the Takeovers Code.
6. A statement in accordance with Rule 16(g) of the Takeovers Code has been provided to the
Company by Mr Edmond.
Mr Edmond has confirmed that there are no agreements or arrangements (whether legally
enforceable or not) that have been, or are intended to be, entered into between Mr Edmond
and any other person (other than between Mr Edmond and the other Allottees and the
Company in respect of the matters referred to in paragraphs 1 to 5 of Appendix 1) relating to
the allotment, holding or control of the voting securities to be allotted, or to the exercise of
voting rights in the Company.
7. The report from an independent adviser that complies with Rule 18 of the Takeovers Code
accompanies this Notice of Meeting.
8. The statement by the Directors of the Company required by Rule 19 of the Takeovers Code
is set out below.
Directors’ Statement
The Directors unanimously recommend approval of the allotment of the Edmond MCN Shares referred
to in Resolution 3.
The reasons for the recommendation in relation to Resolution 3 are that:
(a) The issue of the Edmond MCN Shares to the Mr Edmond will enable the Company to satisfy its
obligation to redeem and extinguish the Mandatory Convertible Notes issued by WasteCo as
contemplated in the Sale Agreement.
(b) The Directors believe that the acquisition of the WasteCo Group should have materially positive
benefits for the Company for the following reasons:
(i) WasteCo Group is a well-established business with more than eight years of trading
history;
(ii) The earnings for WasteCo Group have shown a steady growth trajectory since the
inception of the business operations;
39
(iii) The business sectors in which WasteCo Group operates are relatively stable and non-
volatile;
(iv) The Company’s board considers that WasteCo Group has lots of opportunity to continue
to grow both organically and via acquisitions in the future; and
(v) WasteCo Group has an experienced executive team well entrenched in the waste, refuse
and industrial services sectors.
(c) The Directors consider that the issue price for the Edmond MCN Shares is fair and reasonable to
the Company.
(d) Having regard to the current cash resources of the Company, the value attributed to the
Company as a listed shell as part of the Restructure, and the business opportunity afforded to
the Company with the Reverse Listing Transaction, the Board believes that the proposed Reverse
Listing Transaction and Restructure presents a credible and exciting opportunity for the
Company and its shareholders.
40
APPENDIX 3 – MINORITY BUY OUT RIGHT
Minority Buy-Out Right
1.1 The information in this Appendix contains information about the ability of shareholders who vote
against resolution 1 to require the Company to acquire their shares in accordance with section 110 of
the Companies Act 1993 (Companies Act).
Shareholders may require Company to purchase shares
1.2 Section 110 of the Companies Act provides that where:
(a) a shareholder is entitled to vote on a major transaction (such as the Acquisition of the WasteCo
Group); and
(b) the shareholders of the Company approve the resolution approving the major transaction; and
(c) a shareholder (Dissenting Shareholder) cast all the votes attached to shares registered in the
Dissenting Shareholder's name and having the same beneficial owner against the resolution
approving the major transaction,
that Dissenting Shareholder is entitled to require the Company to purchase the shares held by the
Dissenting Shareholder in accordance with the provisions of the Companies Act.
Notice requiring purchase
1.3 Section 111 of the Companies Act provides that the Dissenting Shareholder may, within 10 working
days of the passing of the resolution at the meeting of shareholders, give a written notice to the
Company requiring the Company to purchase those shares.
1.4 Within 20 working days of the Company receiving the Dissenting Shareholder’s notice, the Board of
the Company must:
(a) agree to the purchase of the shares by the Company; or
(b) arrange for some other person to agree to purchase the shares; or
(c) apply to the Court for an order under section 114 or section 115 of the Companies Act (the
details of which are referred to below); or
(d) arrange, before taking the action concerned, for the special resolution approving the WasteCo
Group transaction to be rescinded in accordance with section 106 of the Companies Act or
decide in the appropriate manner not to take the action concerned, as the case may be; and
(e) give written notice to the Dissenting Shareholder of the Board's decision regarding its proposed
course of action.
Price for shares to be purchased by Company determined
1.5 Within 5 working days of the Board giving the notice referred to above in paragraph 1.4 that the Board
agrees to the purchase of the Dissenting Shareholders shares, the Board must give to the Dissenting
Shareholder written notice of:
(a) the price the Company offers to pay for those shares; and
41
(b) how:
(i) the matters in paragraph 1.6 were calculated; or
(ii) the price was calculated under paragraph 1.7 and why calculating the price using the
methodology set out in paragraphs 1.6(a) to (c) would be clearly unfair.
1.6 The price the Company intends to pay for the shares of the Dissenting Shareholder must be a fair and
reasonable price (as at the close of business on the day before the date on which the resolution was
passed) for the Dissenting Shareholders shares, calculated as follows:
(a) first, the fair and reasonable value of the total shares in each class to which the shares belong
must be calculated (class value):
(b) secondly, each class value must be adjusted to exclude any fluctuation (whether positive or
negative) in the class value that has occurred (whether before or after the resolution was
passed) that was due to, or in expectation of, the event proposed or authorised by the
resolution:
(c) thirdly, a portion of each adjusted class value must be allocated to the Dissenting Shareholder
in proportion to the number of shares the Dissenting Shareholders holds in the relevant class.
1.7 However, a different methodology from that set out in paragraphs 1.6(a) to (c) may be used to
calculate the fair and reasonable price for the shares if using the methodology set out in those
paragraphs would be clearly unfair to the Dissenting Shareholder or the Company.
1.8 The Dissenting Shareholder may object to the price offered by the Board for the shares by giving
written notice to the Company no later than 10 working days after the date on which the Board gave
written notice to the Dissenting Shareholder under paragraph 1.5.
1.9 If the Company does not receive an objection to the price in accordance with paragraph 1.8, the
Company must purchase all the Dissenting Shareholders shares at the nominated price no later than
10 working days after:
(a) the date on which the Board’s offer is accepted; or
(b) if the Board has not received an acceptance, the date that is 10 working days after the date on
which the Board gave written notice to the shareholder under paragraph 1.5.
1.10 The time periods in paragraph 1.9 do not apply if there is a written agreement between the board and
the Dissenting shareholder that specifically sets a different date for purchase of the shares.
Price for shares referred to arbitration if shareholder objects to price
1.11 If the Company receives an objection to the price offered for the shares by the Company:
(a) the following issues must be submitted to arbitration:
(i) the fair and reasonable price for the shares, on the basis set out in paragraphs 1.6 and
1.7; and
(ii) the remedies available to the Dissenting Shareholder or the Company in respect of any
price for the shares that differs from that determined by the Board; and
42
(b) the Company must, within 5 working days of receiving the objection, pay to the Dissenting
shareholder a provisional price in respect of each share equal to the price offered by the Board.
1.12 If the price determined for the Dissenting Shareholder’s shares:
(a) exceeds the provisional price paid, the arbitral tribunal must order the Company to pay the
balance owing to the shareholder;
(b) is less than the provisional price paid, the arbitral tribunal must order the Dissenting Shareholder
to pay the excess to the Company.
1.13 Except in exceptional circumstances, an arbitral tribunal must award interest on any balance owing or
excess to be paid under paragraph 1.12.
1.14 If a balance is owing to the Dissenting Shareholder, an arbitral tribunal may award to the Dissenting
Shareholder, in addition to or instead of an award of interest, damages for loss attributable to the
shortfall in the initial payment.
1.15 Any sum that must be paid in accordance with the paragraphs 1.11 to 1.14 must be paid no later than
10 days after the date of the arbitral tribunal’s determination, unless the arbitral tribunal specifically
orders otherwise.
Interest payable on outstanding payments
1.16 Interest is payable on any sum that must be paid under paragraphs 1.11 to 1.14 that is outstanding
after the date on which it falls due on the basis and at the rate that the arbitral tribunal thinks fit having
regard to all of the circumstances.
Timing of transfer of shares
1.17 On the day on which the Board gives notice that the Board agrees to the purchase of the Dissenting
Shareholder’s shares by the Company pursuant to paragraph 1.4(e):
(a) the legal title to those shares passes to the Company; and
(b) the rights of the shareholder in relation to those shares end.
Court may grant exemption
1.18 The Company may apply to the Court for an order exempting it from the obligation to purchase the
Dissenting Shareholder’s shares on the grounds that:
(a) the purchase would be disproportionately damaging to the Company; or
(b) the Company cannot reasonably be required to finance the purchase; or
(c) it would not be just and equitable to require the Company to purchase the shares.
1.19 In the event that the Company sought to make an application to the Court, the Court could make an
order exempting the Company from the obligation to purchase the shares, and may make any other
order it thinks fit, including an order:
(a) setting aside the resolution approving the Acquisition of the WasteCo Group;
43
(b) directing the Company to take, or refrain from taking, any action specified in the order;
(c) requiring the Company to pay compensation to the shareholders affected;
(d) that the Company be put into liquidation.
1.20 The Court shall not make an order under paragraphs 1.18(a) or (b) unless it is satisfied that the
Company has made reasonable efforts to arrange for another person to purchase the Dissenting
Shareholder’s shares.
Court may grant exemption if the Company is insolvent
1.21 If:
(a) a notice is given to the Company by a Dissenting Shareholder requiring the Company to acquire
their shares; and
(b) the Board has resolved that the purchase by the Company of the Dissenting Shareholder’s shares
to which the notice relates would result in the Company failing to satisfy the solvency test; and
(c) the Company has, having made reasonable efforts to do so, been unable to arrange for the
shares to be purchased by another person,
the Company must apply to the Court for an order exempting it from the obligation to purchase the
shares.
1.22 The Court may, if it is satisfied that:
(a) the purchase of the shares would result in the Company failing to satisfy the solvency test; and
(b) the Company has made reasonable efforts to arrange for the shares to be purchased by another
person,
make:
(c) an order exempting the company from the obligation to purchase the shares; or
(d) an order suspending the obligation to purchase the shares; or
(e) such other order as it thinks fit.
---
GOODWOOD CAPITAL LIMITED
LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/GW C
Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street W est, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online
General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com
PROXY FORM/ADMISSION CARD GOODWOOD CAPITAL LIMITED SPECIAL MEETING OF SHAREHOLDERS
A Special Meeting of shareholders of Goodwood Capital Limited (the Company) will be held at the offices of Link Market Services
Limited, Level 30, PwC Tower, 15 Customs Street W est, Auckland 1010, on Monday, 5 December 2022 commencing at 10:30am.
Appointment of proxy
If you DO NOT propose to ATTEND the Special Meeting please complete and return this form (in accordance with the lodgement
instructions above) to be received by Link Market Services (the share registry), no later than 10:30am Saturday, 3 December 2022.
You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/GW C or by scanning the QR code above with your smartphone. Your proxy need
not be a Shareholder of the Company. You may appoint the Chairman of the Meeting as your proxy by entering “Chairman” in the relevant
space on the reverse of this form.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business.
If you return this form without directing the proxy how to vote on any particular matter the proxy may vote as he/she thinks fit or abstain
from voting (providing the proxy is eligible to vote on that matter). If this Proxy Form is returned duly signed by a Shareholder with voting
instructions included, but without specifying a person that is appointed as proxy, the Chairman is deemed to be the proxy for the purpose
of that form, but only to vote to the extent of the voting instructions provided.
Voting Restrictions
Any shareholders of the Company, and their Associated Persons (as that term is defined in the Listing Rules), who are to receive any of
the securities referred to in resolutions 2, 3, 4, 5, 10 or 11 are not entitled to vote in respect of those resolutions.
The Vendors and any Associates (as that term is defined in the Code) of those persons who are to receive any of the securities referred
to in resolution 1 are not entitled to vote in respect of that resolution. Mr Shane Edmond and his Associates (as that term is defined in the
Code) are not entitled to vote in respect of resolution 2.
No director of the Company, or their Associated Persons are entitled to vote on resolution 9 by virtue of NZX Listing Rule 6.3. Those
persons are restricted from acting as discretionary proxies (but can act as a non-discretionary proxy).
Mounterowen Limited and its Associated Persons are not entitled to vote on resolution 5 by virtue of NZX Listing Rule 6.3. Those persons
are restricted from acting as discretionary proxies (but can act as a non-discretionary proxy).
Those persons who are prohibited from voting on a resolution may not act as a discretionary proxy in respect of a resolution, but may
vote in accordance with express instructions.
The Chairperson shall not vote any undirected proxies in favour of resolution 5 given the Chairperson is interested in that resolution and
is therefore disqualified from voting.
Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
This Proxy Form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously
provided to the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a
corporate shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal
of the corporate shareholder (if it has one).
Go online to https://investorcentre.linkmarketservices.co.nz/voting/GWC to appoint your proxy
PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Goodwood Capital Limited.
hereby appoint _____________________________________________of________________________________________________
(Full Name) (Full Address)
Or failing
him/her____________________________________________of________________________________________________
(Full Name) (Full Address)
As my/our proxy to vote for me/us on my/our behalf at the Special Meeting of the Company to be held at 10:30am on Monday, 5
December 2022 and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not
to vote on your behalf during a poll and your votes will not be counted. Unless otherwise instructed as above, the proxy will vote
on each resolution as he/she sees fit, or may abstain from voting. The proxy is appointed only in respect of the above meeting or
any adjournment thereof.
To consider and, if thought fit, pass the following resolutions:
Tick () in box to vote
For Against Abstain Discretion
1.
Acquisition of 100% of the shares on issue in WasteCo Holdings NZ
Limited (“WasteCo”) – Special Resolution – Listing Rule 5.1.1 and Section
129 of the Companies Act 1993
To consider and, if thought fit, pass the following resolution as a special
resolution of the Company:
"The Reverse Listing Agreement entered into between the Company and the
shareholders of WasteCo Holdings NZ Limited (WasteCo) (Sale Agreement),
pursuant to which the Company has agreed to acquire 100% of the shares on
issue in WasteCo (WasteCo Shares) for [$29.2 million], which consideration will
be satisfied by the issue of:
(a) 504 million new ordinary fully paid shares in the Company, at an issue price
of $0.05 cents per share, to the shareholders of WasteCo (or their
nominees); and
(b) 80 million new ordinary fully paid shares in the Company, at an issue price
of $0.05 cents per share, to the holders of Mandatory Convertible Notes
issued by WasteCo,
and the transactions described in the Sale Agreement are approved, and that the
Directors be authorised to take all actions, do all things and execute all
documents and agreements necessary or considered by them to be expedient to
give effect to such transactions."
2.
Issue of 504 million ordinary fully paid shares to the shareholders of
WasteCo (“Consideration Shares”) – Ordinary Resolution – Listing Rule
4.1.1 and Rule 7(d) of the Takeovers Code
If resolution 1 is passed, to consider, and if thought fit, pass the following
resolution as an ordinary resolution of the Company:
"The Directors of the Company are authorised to issue 504 million ordinary fully
paid shares in the Company to the shareholders of WasteCo as specified in the
Explanatory Notes to resolution 2, at an issue price of $0.05 per share in
satisfaction of the purchase price payable under the Sale Agreement
(“Consideration Shares”) on the date of the completion of the Acquisition of the
WasteCo Shares, and are further authorised to take all actions, do all things and
execute all documents and agreements necessary or considered by them to be
necessary or expedient to issue the Consideration Shares, such Consideration
Shares when issued, shall rank pari passu (equally) with all existing ordinary
shares of the Company."
For Against Abstain Discretion
3.
Issue of 80 million ordinary fully paid shares to the holders of Mandatory
Convertible Notes previously issued by WasteCo (“MCN Shares”) –
Ordinary Resolution – Listing Rule 4.1.1 and Rule 7(d) of the Takeovers
Code
If resolution 2 is passed, to consider, and if thought fit, pass the following
resolution as an ordinary resolution of the Company:
"The Directors of the Company are authorised to issue 80 million ordinary fully
paid shares in the Company to the holders of Mandatory Convertible Notes
previously issued by WasteCo as specified in the Explanatory Notes to resolution
3, at an issue price of $0.05 per share in satisfaction of the Company’s
obligations under the Sale Agreement (“MCN Shares”) on the date of the
completion of the Acquisition of the WasteCo Shares, and are further authorised
to take all actions, do all things and execute all documents and agreements
necessary or considered by them to be necessary or expedient to issue the MCN
Shares, such MCN Shares when issued, shall rank pari passu (equally) with all
existing ordinary shares of the Company."
4.
Issue of 80 million new ordinary fully paid shares to wholesale investors
(“Placement Shares”) – Ordinary Resolution – Listing Rule 4.1.1
If resolution 3 is passed, to consider, and if thought fit, pass the following
resolution as an ordinary resolution of the Company:
"The Directors of the Company are authorised to:
(a) issue 80 million ordinary fully paid shares in the Company to wholesale
investors (“Placement Shares”) at an issue price of $0.05 per Placement
Share; and
(b) take all actions, do all things and execute all documents and agreements
necessary or considered by them to be necessary or expedient to issue the
Placement Shares,
such Placement Shares when issued, shall rank pari passu (equally) with all
existing ordinary shares of the Company."
5.
Issue of 10,636,073 new ordinary fully paid shares to Mounterowen Limited
(“Debt Capitalisation Shares”) – Ordinary Resolution – Listing Rules 4.1.1
and 5.2.1
If resolution 4 is passed, to consider, and if thought fit, pass the following
resolution as an ordinary resolution of the Company:
"The Directors of the Company are authorised to:
(a) issue 10,636,073 ordinary fully paid shares in the Company to
Mounterowen Limited (“Debt Capitalisation Shares”) at an issue price of
$0.05 per Debt Capitalisation Share; and
(b) take all actions, do all things and execute all documents and agreements
necessary or considered by them to be necessary or expedient to issue the
Debt Capitalisation Shares,
such Debt Capitalisation Shares when issued, shall rank pari passu (equally) with
all existing ordinary shares of the Company."
6.
Appointment of Shane Edmond as Director – Ordinary Resolution
If resolution 5 is passed, to consider and, if thought fit, pass the following
resolution as an ordinary resolution of the Company:
"Shane Edmond be appointed as a director of the Company with effect from
completion of the Restructure."
7.
Appointment of James Redmayne as Director – Ordinary Resolution
If resolution 6 is passed, to consider and, if thought fit, pass the following
resolution as an ordinary resolution of the Company:
"James Redmayne be appointed as a director of the Company with effect from
completion of the Restructure."
8.
Appointment of Carl Storm as Director – Ordinary Resolution
If resolution 7 is passed, to consider and, if thought fit, pass the following
resolution as an ordinary resolution of the Company:
"Carl Storm be appointed as a director of the Company with effect from
completion of the Restructure."
For Against Abstain Discretion
9.
Approval of Directors’ Fees – Ordinary Resolution
If resolution 8 is passed, to consider and, if thought fit, pass the following
resolution as an ordinary resolution of the Company:
"That the aggregate maximum amount of fees which can be paid to the Directors
be increased by $228,000 from the current pool of $[72,000] per annum to an
aggregate sum not exceeding $300,000 in respect of each financial year, where
such amount (or lesser amount determined by the Directors for a financial year)
will be divided among the Directors in such proportion and in such manner as
they may agree."
10.
Issue of up to 35,200,000 Options to Employees, Contractors, and Non-
executive Directors - Ordinary Resolution – Listing Rule 4.2.1
If resolution 9 is passed, to consider and, if thought fit, pass the following
resolution as an ordinary resolution of the Company:
"The Directors of the Company are authorised to:
(a) issue up to 35,200,000 options to acquire ordinary shares in the Company,
to employees, contractors, and to non-executive Directors of the Company
on the terms set out in the Explanatory Notes accompanying this Notice of
Meeting; and
(b) take all action, do all things, and execute all documents and agreements
necessary or considered by them to be expedient to give effect to the issue
of the options.”
11.
Issue of up to 126,560,000 new ordinary fully paid shares to wholesale
investors (“Post Completion Shares”) – Ordinary Resolution – Listing Rule
4.2.1
If resolution 10 is passed, to consider, and if thought fit, pass the following
resolution as an ordinary resolution of the Company:
"The Directors of the Company are authorised to:
(a) issue up to 126,560,000 new ordinary fully paid shares in the Company to
wholesale investors (“Post Completion Shares”) at an issue price of not
less than $0.05 per Post Completion Share, at any time during the course
of the 12 month period following the date of the Special Meeting; and
(b) take all actions, do all things and execute all documents and agreements
necessary or considered by them to be necessary or expedient to issue the
Post Completion Shares,
such Post Completion Shares when issued, shall rank pari passu (equally) with
all existing ordinary shares of the Company."
STEP 3: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Signed this_______________________________________________day_______________________________________________2022
Signature _______________________________________________________________________________________________________
Contact Name: Daytime contact number:
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future
investor communications by email please provide your email address below.
---
www.simmonscf.co.nz
Goodwood Capital Limited
Independent Adviser’s Report and
Appraisal Report
In Respect of the:
• Acquisition of WasteCo Holdings NZ
Limited
• Capitalisation of the Debt Owing to
Mounterowen Limited
November 2022
Statement of Independence
Simmons Corporate Finance Limited confirms that it:
• has no conflict of interest that could affect its ability to provide an unbiased report; and
• has no direct or indirect pecuniary or other interest in the proposed transactions considered in this report,
including any success or contingency fee or remuneration, other than to receive the cash fee for providing
this report.
Simmons Corporate Finance Limited has satisfied the Takeovers Panel, on the basis of the material provided to the
Takeovers Panel, that it is independent under the Takeovers Code for the purposes of preparing this report.
Independent Adviser’s Report
Goodwood Capital Limited and Appraisal Report
Index
Section Page
1. Executive Summary ........................................................................................................ 1
2. Evaluation of the Merits of the Restructure (including the WasteCo Allotment) ............... 9
3. Evaluation of the Fairness of the Restructure (Including the Debt Capitalisation) .......... 25
4. Profile of Goodwood...................................................................................................... 28
5. Profile of WasteCo ........................................................................................................ 33
6. Valuation of WasteCo ................................................................................................... 39
7. Reasonableness of the WasteCo Allotment Issue Price ................................................ 45
8. Sources of Information, Reliance on Information, Disclaimer and Indemnity ................. 47
9. Qualifications and Expertise, Independence, Declarations and Consents ..................... 49
Appendix
I Comparable Companies Transaction Multiples ............................................................. 50
II Comparable Companies Trading Multiples .................................................................... 51
Independent Adviser’s Report
Goodwood Capital Limited Page 1 and Appraisal Report
1. Executive Summary
1.1 Background
Goodwood Capital Limited (Goodwood or the Company) is a listed shell company
with no active trading operations or assets apart from a nominal amount of cash. The
Company was placed into liquidation on 14 March 2019 and restored from liquidation
on 19 October 2020.
The Company’s shares are listed on the main equities securities market (the NZX
Main Board) operated by NZX Limited (NZX) with a market capitalisation of
approximately $1.3 million as at 26 April 2022 (when its shares were suspended from
quotation). Its audited total equity as at 31 March 2022 was negative $0.3 million.
A profile of the Company is set out in section 4.
1.2 Restructure of the Company
Overview
Goodwood announced on 26 April 2022 that it would undertake a series of
transactions that will restructure the Company and change the nature of its operations
(the Restructure).
Under the Restructure, Goodwood has agreed to:
• consolidate its 33,409,809 ordinary shares on issue on a 2.5 to one basis down
to 13,363,927 ordinary shares (the Share Consolidation). In anticipation of
the Restructure proceeding, the Share Consolidation was completed on 5 May
2022
• capitalise $531,803 of advances from Mounterowen Limited (Mounterowen)
into equity (the Debt Capitalisation)
• acquire 100% of the shares in WasteCo Holdings NZ Limited (WasteCo) and
all of the mandatory convertible notes (MCNs) issued by WasteCo (the
Acquisition)
• raise $4 million of new capital (the Capital Raise).
Debt Capitalisation
Prior to the completion of the Acquisition, Goodwood will undertake the Debt
Capitalisation, whereby $531,803 of the approximately $550,000 of advances
provided to Goodwood by Mounterowen will be capitalised into 10,636,073 fully paid
ordinary shares (the Debt Capitalisation Shares) at an issue price of $0.05 per
share.
Mounterowen is Goodwood’s largest shareholder, holding 18.71% of the Company’s
shares. Mounterowen is owned by Sean Joyce, Goodwood’s chair.
Independent Adviser’s Report
Goodwood Capital Limited Page 2 and Appraisal Report
Acquisition of WasteCo
On 24 April 2022, Goodwood entered into the Reverse Listing Agreement in Respect
of WasteCo Holdings NZ Limited and Goodwood Capital Limited (the Reverse
Listing Agreement) with the 7 parties who are WasteCo’s shareholders (the
WasteCo Shareholders).
The Reverse Listing Agreement was subsequently varied by the Variation of Reverse
Listing Agreement dated 24 April 2022 (“the Agreement”) dated 9 June 2022 and the
Variation of Reverse Listing Agreement dated 24 April 2022 as varied by letter
agreement dated 9 June 2022 dated 18 August 2022 (the Variations).
Under the Reverse Listing Agreement and the Variations, Goodwood has agreed to
acquire:
• 100% of the shares in WasteCo from the WasteCo Shareholders
• $4.0 million of MCNs issued by WasteCo.
The purchase price for the WasteCo shares will be $25.2 million, satisfied by the
issue of 504,000,000 fully paid ordinary shares at an issue price of $0.05 per share
(the Consideration Shares) to the WasteCo Shareholders.
The purchase price for the MCNs will be $4.0 million, satisfied by the issue of
80,000,000 fully paid ordinary shares at an issue price of $0.05 per share (the MCN
Shares) to the holders of the MCNs (the MCN Shareholders).
Accordingly, Goodwood will pay $29.2 million (the Purchase Price) to acquire 100%
of the shares in WasteCo and all of the MCNs, satisfied by the issue of 584,000,000
fully paid ordinary shares at an issue price of $0.05 per share (the WasteCo
Allotment).
Goodwood expects that the Acquisition will be completed on or around 5 December
2022 (the Completion Date).
Capital Raise
Goodwood will undertake a capital raising to raise $4.0 million of fresh equity through
the issue of 80,000,000 fully paid ordinary shares at an issue price of $0.05 per share
(the Placement Shares) to wholesale investors (as defined in the Financial Markets
Conduct Act 2013) (the Placement Shareholders) post completion of the Debt
Capitalisation and the Acquisition.
Impact of the Restructure
The Acquisition and the WasteCo Allotment represent a backdoor listing (or reverse
acquisition) of WasteCo through Goodwood. The Company’s business will change
to focus on the waste management industry in New Zealand.
The Debt Capitalisation will increase Mounterowen’s shareholding in the Company
and the WasteCo Allotment and the Capital Raise will result in the introduction of the
WasteCo Shareholders, the MCN Shareholders and the Placement Shareholders as
new shareholders in Goodwood.
The shareholdings of the Company’s current shareholders (the Existing GWC
Shareholders) will be very significantly diluted due to the issue of the Debt
Capitalisation Shares, the Consideration Shares, the MCN Shares and the
Placement Shares.
Independent Adviser’s Report
Goodwood Capital Limited Page 3 and Appraisal Report
Following the completion of the Restructure:
• WasteCo will be a wholly owned subsidiary of Goodwood
• Goodwood will change its name to WasteCo Group Limited and its NZX ticker
code to WCO
• Carl Storm, James Redmayne and Shane Edmond will be appointed to
Goodwood’s board of directors (the Board). The Company’s current director
Sean Joyce will resign from the Board while Angus Cooper and Roger Gower
will remain on the Board.
1.3 WasteCo
WasteCo and its 6 subsidiaries (the WasteCo Group) operate a diversified waste,
refuse and industrial services business with operations in Christchurch, Ashburton,
Timaru, Oamaru, Dunedin and Balclutha.
A profile of WasteCo is set out in section 5.
1.4 Impact on Shareholding Levels
Following the Share Consolidation on 5 May 2022, Goodwood has 13,363,927
ordinary shares on issue, held by 1,350 Existing GWC Shareholders.
One of the WasteCo Shareholders (Shane Edmond) is an Existing GWC
Shareholder, currently controlling 400,000 shares in Goodwood through Ashvegas
Limited (Ashvegas). This represents 2.99% of the Company’s shares.
One of the MCN Shareholders (Ilakolako Investments Limited (Ilakolako)) is an
Existing GWC Shareholder, currently holding 351,127 shares. This represents
2.63% of the Company’s shares.
MCN
Shareholders
Placement
Shareholders
WasteCo
Shareholders
Goodwood Capital
Limited
renamed
WasteCo Group Limited
WasteCo Holdings
NZ Limited
11.63%10.95%
74.04%
Post the Restructure
Prior to the Restructure
Independent
Shareholders
Goodwood Capital
Limited
75.67%
100%
6 WasteCo Operating
Subsidiaries
Mounterowen
1.91%
(see section 5.1 for details)
100%
Independent
Shareholders
1.47%
MCN
Shareholders
WasteCo
Shareholders
2.63%
2.99%
Mounterowen
18.71%
Independent Adviser’s Report
Goodwood Capital Limited Page 4 and Appraisal Report
Following the Restructure and assuming there are no other changes to the
Company’s capital structure:
• the Existing GWC Shareholders not associated with Mounterowen or the
WasteCo Shareholders or the MCN Shareholders (the Independent
Shareholders) will collectively hold 1.47% of the Company’s ordinary shares
on issue
• Mounterowen will hold 1.91% of the Company’s ordinary shares on issue
• the WasteCo Shareholders will hold 74.04% of the Company’s ordinary shares
on issue
• the MCN Shareholders will hold 10.95% of the Company’s ordinary shares on
issue
• the Placement Shareholders will hold 11.63% of the Company’s ordinary
shares on issue.
Impact on Shareholding Levels
Current
Debt
Capitalisation
WasteCo
Allotment
Capital
Raise
Post the Restructure
No. of Shares %
Independent
Shareholders 10,112,800 - - - 10,112,800 1.47%
Mounterowen 2,500,000 10,636,073 - - 13,136,073 1.91%
WasteCo
Shareholders 400,000
1
- 509,000,000
3
- 509,400,000 74.04%
MCN
Shareholders 351,127
2
- 75,000,000 - 75,351,127 10.95%
Placement
Shareholders - - - 80,000,000 80,000,000 11.63%
Total
13,363,927 10,636,073 584,000,000 80,000,000 688,000,000 100.00%
1 Held by Ashvegas (Shane Edmond)
2 Held by Ilakolako
3 Includes 5,000,000 MCN Shares issued to Shane Edmond
1.5 Summary of Opinion
Takeovers Code
Our evaluation of the merits of the WasteCo Allotment as required under the
Takeovers Code (the Code) is set out in section 2.
In our opinion, after having regard to all relevant factors, the positive aspects of the
Restructure (including the WasteCo Allotment) significantly outweigh the negative
aspects from the perspective of the Independent Shareholders.
NZX Listing Rules
Our evaluation of the fairness of the Restructure (including the Debt Capitalisation)
as required under the NZX Listing Rules (the Listing Rules) is set out in section 3.
In our opinion, after having regard to all relevant factors, the terms and conditions of:
• the Restructure is fair to the Independent Shareholders
• the Debt Capitalisation is fair to the Independent Shareholders.
Independent Adviser’s Report
Goodwood Capital Limited Page 5 and Appraisal Report
1.6 Special Meeting of Shareholders
Restructure Resolutions
Goodwood is holding a special meeting of shareholders on 5 December 2022, where
the Company will seek shareholder approval of 11 resolutions which cover the
Restructure and associated matters (the Restructure Resolutions):
• resolution 1 – approval of the Acquisition and WasteCo Allotment for the
purposes of the Listing Rules and section 129 of the Companies Act 1993 (the
Companies Act)
• resolution 2 – approval of the WasteCo Allotment component to the WasteCo
Shareholders for the purposes of the Listing Rules and the Code
• resolution 3 – approval of the WasteCo Allotment component to the MCN
Shareholders for the purposes of the Listing Rules and the Code
• resolution 4 – approval of the Capital Raise for the purposes of the Listing Rules
• resolution 5 – approval of the Debt Capitalisation for the purposes of the Listing
Rules
• resolution 6 – the appointment of Shane Edmond as a director
• resolution 7 – the appointment of James Redmayne as a director
• resolution 8 – the appointment of Carl Storm as a director
• resolution 9 – approval of an increase in the aggregate maximum amount of
directors’ fees to $300,000 per financial year
• resolution 10 – approval of the issue of up to 35,200,000 options to employees,
contractors and non-executive directors for the purposes of the Listing Rules
• resolution 11 – approval of the issue of up to 126,560,000 new ordinary fully
paid shares to wholesale investors at an issue price of not less than $0.05 per
share within one year of the special meeting (the Post Completion
Placement) for the purposes of the Listing Rules.
The Restructure Resolutions are interdependent. All 11 resolutions must be passed
in order for any one particular resolution to be implemented. If a resolution is not
passed then no further resolutions will be put to the meeting and any resolutions
previously put to the meeting will not be treated as having been passed.
Resolution 1 is a special resolution. A special resolution is a resolution passed by a
majority of 75% or more of the votes of those shareholders entitled to vote and voting
on the resolution in person or by proxy.
Resolutions 2 to 11 are ordinary resolutions. An ordinary resolution is a resolution
passed by a simple majority of votes of those shareholders entitled to vote and voting
on the resolutions in person or by proxy.
If all 11 resolutions are passed, then any shareholder that has cast all of their votes
against resolution 1 is entitled to require Goodwood to purchase their shares in
accordance with section 110 of the Companies Act. Appendix 3 of the notice of
special meeting sets out the procedure for minority buy-out rights.
Independent Adviser’s Report
Goodwood Capital Limited Page 6 and Appraisal Report
Voting Restrictions
Any shareholders of the Company and their respective Associated Persons (as
defined in the Listing Rules) who are to receive any of the securities referred to in
resolutions 2, 3, 4, 5, 10 or 11 are not entitled to vote in respect of those resolutions.
In relation to resolution 2, the WasteCo Shareholders and their respective Associates
(as defined in the Code) are prohibited from voting any shares that they hold.
In relation to resolution 3, the MCN Shareholders and their respective Associates (as
defined in the Code) are prohibited from voting any shares that they hold.
In relation to resolution 5, Mounterowen and its Associated Persons are prohibited
from voting any shares that they hold.
1.7 Regulatory Requirements
Takeovers Code
Goodwood is a code company as it is listed on the NZX Main Board (and has financial
products that confer voting rights) and is subject to the provisions of the Code.
Rule 6 of the Code prohibits:
• a person who holds or controls no voting rights or less than 20% of the voting
rights in a code company from holding or controlling an increased percentage
of the voting rights in the code company unless, after that event, that person
and that person’s associates hold or control in total not more than 20% of the
voting rights in the code company
• a person who holds or controls 20% or more of the voting rights in a code
company from holding or controlling an increased percentage of the voting
rights in the code company
unless done in compliance with exceptions to this fundamental rule.
One of the exceptions, set out in Rule 7(d) of the Code, enables a person to become
a holder or controller of an increased percentage of voting rights by an allotment of
voting securities in the code company if the allotment is approved by an ordinary
resolution of the code company (on which neither that person, nor any of its
associates, may vote).
The WasteCo Shareholders are treated as associates under the Code by virtue of
certain pre-existing personal and / or commercial relationships between them. As
stated in section 1.4, WasteCo Shareholder Shane Edmond currently holds or
controls 400,000 shares in the Company (via Ashvegas), representing 2.99% of the
voting rights in Goodwood. The WasteCo Allotment will result in the WasteCo
Shareholders collectively holding or controlling 74.04% of the voting rights in
Goodwood.
Accordingly, in accordance with the Code, the Independent Shareholders will vote at
the Company’s special meeting on ordinary resolutions in respect of the WasteCo
Allotment (resolutions 2 and 3).
Rule 18 of the Code requires the directors of a code company to obtain an
Independent Adviser’s Report on the merits of an allotment under Rule 7(d).
This Independent Adviser’s Report is to be included in, or accompany, the notice of
meeting pursuant to Rule 16(h).
Independent Adviser’s Report
Goodwood Capital Limited Page 7 and Appraisal Report
NZX Listing Rules
Acquisition and WasteCo Allotment
Listing Rule 5.1.1 stipulates that an Issuer must not enter into a transaction to acquire
assets where the transaction would significantly change the nature of the Issuer’s
business or involves a Gross Value above 50% of the Average Market Capitalisation
of the Issuer unless the transaction is approved by way of an ordinary resolution.
The Acquisition will change the nature of Goodwood’s business and have a Gross
Value above 50% of the Company’s Average Market Capitalisation.
Listing Rule 7.3.1 (b) (iii) requires Goodwood to provide a listing profile in respect of
the Acquisition (the Profile).
NZX Guidance Note Backdoor and Reverse Listing Restructure dated 10 December
2020 (the Guidance Note) states that “NZX considers that a notice of meeting in
relation to a backdoor or reverse transaction must include an independent appraisal
report prepared in accordance with Rule 7.10”.
Debt Capitalisation
Listing Rule 5.2.1 stipulates that an Issuer must not enter into a Material Transaction
if a Related Party is a party to the Material Transaction or to one of a related series
of transactions of which the Material Transaction forms part unless the Material
Transaction is approved by way of an ordinary resolution from shareholders not
associated with the Related Party.
The Debt Capitalisation is a Material Transaction as it has an aggregate value in
excess of 10% of the Average Market Capitalisation of Goodwood.
Mounterowen is a Related Party of the Company as it currently holds 18.71% of the
Company’s shares.
Listing Rule 7.8.8 (b) requires an Appraisal Report to be prepared where a meeting
will consider a resolution required by Listing Rule 5.2.1.
1.8 Purpose of the Report
The Company’s board of directors (the Board) has engaged Simmons Corporate
Finance Limited (Simmons Corporate Finance) to prepare an Independent
Adviser’s Report on the merits of the allotment of shares under the WasteCo
Allotment in accordance with Rule 18 of the Code.
Simmons Corporate Finance was approved by the Takeovers Panel on 3 May 2022
to prepare the Independent Adviser’s Report.
The Board has also engaged Simmons Corporate Finance to prepare an Appraisal
Report on the fairness of the Restructure in accordance with the Guidance Note and
the Listing Rules.
Simmons Corporate Finance was approved by NZ RegCo on 5 May
2022 to prepare
the Appraisal Report in respect of the Restructure.
Simmons Corporate Finance issues this Independent Adviser’s Report and Appraisal
Report to the Board for the benefit of the Independent Shareholders to assist them
in forming their own opinion on whether to vote for or against the Restructure
Resolutions.
Independent Adviser’s Report
Goodwood Capital Limited Page 8 and Appraisal Report
We note that each shareholder’s circumstances and objectives are unique.
Accordingly, it is not possible to report on the merits of the WasteCo Allotment and
the fairness of the Restructure in relation to each shareholder. This report on the
merits of the WasteCo Allotment and the fairness of the Restructure is therefore
necessarily general in nature.
The Independent Adviser’s Report and Appraisal Report is not to be used for any
other purpose without our prior written consent.
1.9 Listing Profile
A Profile as required under Listing Rules 1.11.1 and 7.3.1 accompanies the notice of
special meeting provided by Goodwood to the Independent Shareholders.
The Profile discloses particulars of the business of Goodwood if the Restructure are
approved. The Profile also provides financial information in respect of the
Restructure and identifies the key risk factors associated with WasteCo.
This report should be read in conjunction with the Profile. In order to avoid
unnecessary repetition, references are made to information contained in the Profile
rather than being repeated in this report.
Independent Adviser’s Report
Goodwood Capital Limited Page 9 and Appraisal Report
2. Evaluation of the Merits of the Restructure (including the
WasteCo Allotment)
2.1 Basis of Evaluation
Rule 18 of the Code requires an evaluation of the merits of the allotment of shares to
the WasteCo Shareholders under the WasteCo Allotment, having regard to the
interests of the Independent Shareholders.
There is no legal definition of the term merits in New Zealand in either the Code or in
any statute dealing with securities or commercial law.
In the absence of an explicit definition of merits, guidance can be taken from:
• the Takeovers Panel Guidance Note on Independent Advisers dated 11 March
2021
• definitions designed to address similar issues within New Zealand regulations
which are relevant to the proposed transaction
• overseas precedents
• the ordinary meaning of the term merits.
The WasteCo Allotment is a component of the Restructure. Therefore, when
assessing the merits of the WasteCo Allotment, an assessment of the merits of the
Restructure also needs to be undertaken.
We are of the view that an assessment of the merits of the Restructure should focus
on:
• the rationale for the Restructure
• the terms and conditions of the Restructure
• the alternatives to the Restructure
• the impact of the Restructure on Goodwood’s financial position
• the impact of the Restructure on the control of Goodwood
• the impact of the Restructure on Goodwood’s share price
• the benefits and disadvantages to the Independent Shareholders, the WasteCo
Shareholders and the MCN Shareholders of the Restructure
• the likelihood of the Restructure Resolutions being approved
• the implications if the Restructure Resolutions are not approved.
Our opinion should be considered as a whole. Selecting portions of the evaluation
without considering all the factors and analyses together could create a misleading
view of the process underlying the opinion.
Independent Adviser’s Report
Goodwood Capital Limited Page 10 and Appraisal Report
2.2 Summary of the Evaluation of the Merits of the Restructure (Including the
WasteCo Allotment)
The Existing GWC Shareholders currently hold shares in a listed shell company with
negligible assets and total equity of negative $0.3 million as at 31 March 2022 and
no active trading operations.
The Restructure consists of Goodwood:
• issuing 10,636,073 Debt Capitalisation Shares to Mounterowen at an issue
price of $0.05 per share under the Debt Capitalisation
• acquiring WasteCo from the WasteCo Shareholders and the MCN
Shareholders for $29.2 million under the Acquisition
• issuing 504,000,000 Consideration Shares to the WasteCo Shareholders and
80,000,000 MCN Shares to the MCN Shareholders at an issue price of $0.05
per share under the WasteCo Allotment
• issuing 80,000,000 Placement Shares to the Placement Shareholders at an
issue price of $0.05 per share under the Capital Raise.
The intended completion date of the Restructure is on or around 5 December 2022.
The Restructure will change the essential nature of Goodwood’s business to focusing
on the waste management and industrial services industries in the South Island.
The Independent Shareholders will hold shares in Goodwood at a very significantly
diluted level due to the Debt Capitalisation, the WasteCo Allotment and the Capital
Raise.
The Independent Shareholders are being asked to vote on 11 resolutions in respect
of the Restructure. All resolutions must be passed in order for the Restructure to
proceed.
Accordingly, shareholders have 3 alternatives with regard to their voting:
• vote in favour of all 11 resolutions, in which case if all of the Restructure
Resolutions are passed, the Company will complete the Restructure and will
transform into a waste management business, or
• vote against any of the 11 resolutions. In the event that any resolution is not
passed, then the Restructure will not be undertaken and Goodwood will remain
as a listed investment company, or
• abstain from voting, in which case the voting of the other shareholders will
determine the outcome.
Our evaluation of the merits of the Restructure are set out in detail in sections 2.3 to
2.18.
In our view, the key overriding factor in assessing the merits of the Restructure is that
the Independent Shareholders will potentially be in a more advantageous financial
position post the Restructure, where they will collectively holding a 1.47% interest in
Goodwood. The degree to which they are financially better off will depend on the
value of the WasteCo business, which will be driven to a large degree by the
Company’s ability to successfully execute WasteCo’s business strategy and growth
initiatives following the Restructure.
Independent Adviser’s Report
Goodwood Capital Limited Page 11 and Appraisal Report
In summary, the positive aspects of the Restructure are:
• the rationale for the Restructure is sound. WasteCo will be backdoor listed into
Goodwood, transforming the Company from a small listed investment company
into a much larger waste management and industrial services business based
in the South Island
• the terms of the Restructure are reasonable:
− the Purchase Price of $29.2 million is fair to the Independent Shareholders.
We assess the value of WasteCo (including the MCNs) to be in the range
of $26.9 million to $33.8 million
− the WasteCo Allotment issue price of $0.05 per share is fair to the
Independent Shareholders as it adequately recognises the value of
Goodwood’s NZX Main Board listing
− the conditions and warranties set out in the Reverse Listing Agreement are
in line with market practice for transactions of this nature and are not
unreasonable
− the Debt Capitalisation will convert $531,803 of debt into equity,
strengthening the Company’s financial position
− the Debt Capitalisation Shares and Placement Shares issue price of $0.05
per share is the same as the WasteCo Allotment issue price
• the Restructure will have a positive impact on the Company's financial position,
increasing its level of total equity from negative $0.3 million as at 31 March
2022 to approximately $33.4 million immediately after the completion of the
Restructure
• the Company’s shares may be re-rated by the market, which may improve the
liquidity of the shares
• the implications of the Restructure Resolutions not being approved by the
Independent Shareholders are significant. In the absence of a capital raising
in the very near term, Goodwood will be unable to repay its debts as they fall
due and the Board will likely have no option but to seek shareholder approval
to place the Company into liquidation. Such an outcome is unlikely to result in
any return to shareholders.
In summary, the negative aspects of the Restructure are:
• the risk profile of Goodwood will change significantly from the limited risks
associated with a listed shell company to the wide range of risks associated
with a much larger business operating in the waste management and industrial
services industries
• the WasteCo Shareholders will have significant influence over the Company:
− collectively, they will be able to determine the outcome of any ordinary
resolution or special resolution
− they will hold 3 out of 5 appointments to the Board
− they will form the Company’s senior management team
• the dilutionary impact of the Debt Capitalisation, the WasteCo Allotment and
the Capital Raise on the Independent Shareholders will result in their current
collective interests in the Company reducing by 98.1%.
Independent Adviser’s Report
Goodwood Capital Limited Page 12 and Appraisal Report
In our view, the Restructure is unlikely to have any material impact on:
• the liquidity of the Company’s shares in the near term
• the attraction of Goodwood as a takeover target.
There are a number of positive and negative features associated with the
Restructure. In our view, when the Independent Shareholders are evaluating the
merits of the Restructure, they need to carefully consider whether the negative
aspects of the Restructure, particularly the dilutionary impact, could justify voting
against the Restructure Resolutions with the outcome that the Company will likely be
placed into liquidation unless it can raise additional capital and / or sell some or all of
its investments in the very near term.
In our opinion, after having regard to all relevant factors, the positive aspects
of the Restructure (including the WasteCo Allotment) significantly outweigh
the negative aspects from the perspective of the Independent Shareholders.
2.3 The Rationale for the Restructure
Goodwood is a listed shell company with no active trading operations or assets apart
from a nominal amount of cash.
The Board has advised us that since the Company was restored from liquidation in
October 2020, it has actively engaged in looking to identify a suitable business
opportunity to invest in and / or acquire through a reverse acquisition to leverage and
unlock the value of its listed status.
The Board stated in the Company’s 2021 annual report that it was focusing on
business opportunities that satisfy one or more of the following investment criteria:
• the business has excellent personnel and management
• the business operates in an attractive and positive business sector
• the business has a robust business model
• the business has solid historical earnings or has a sound business platform
from which to implement its business plan and generate strong earnings in the
future
• the business owns proprietary intellectual property
• the business has the potential to grow organically, via acquisition, or through
further investment in capital plant
• the business has the potential to scale internationally
• the business would benefit from being able to raise additional capital in the
market
• is likely to generate superior returns for the Company and its existing
shareholders.
The Board has held discussions with several potential acquisition targets. The
Acquisition represents the most compelling opportunity evaluated by the Board.
The Acquisition will transform Goodwood to focusing on the waste management and
industrial services industries in the South Island.
Independent Adviser’s Report
Goodwood Capital Limited Page 13 and Appraisal Report
The Board considers the Acquisition to be of significant benefit for the Company and
the Independent Shareholders for the following reasons:
• WasteCo is a well-established business with more than 8 years of trading
history
• WasteCo’s earnings have grown steadily since it commenced operations
• the business sectors in which WasteCo operates are relatively stable and
non-volatile
• WasteCo has several opportunities to continue to grow organically and via
acquisition
• WasteCo has an experienced executive team well entrenched in the waste,
refuse and industrial service sectors.
In our view, the rationale for the Restructure is sound. The Acquisition achieves the
Board’s objective of backdoor listing a sizeable business through Goodwood and the
Debt Capitalisation and the Capital Raise ensure that the Company will be
adequately capitalised in the near term.
2.4 Process Undertaken by Goodwood
We are advised by the Board that the Company commenced discussions with the
WasteCo Shareholders in respect of the Acquisition in October 2021, following an
approach from WasteCo.
Negotiations on behalf of Goodwood were led by the Company’s chair Sean Joyce
and supported by directors Angus Cooper and Roger Gower.
Negotiations on behalf of WasteCo were led by Shane Edmond, Carl Storm and
James Redmayne.
The parties entered into a non-binding indicative terms sheet in November 2021.
The due diligence process undertaken by the Company was led by directors Sean
Joyce, Angus Cooper and Roger Gower.
The Board then negotiated and entered into the Reverse Listing Agreement with the
WasteCo Shareholders on 24 April 2022.
2.5 Terms of the Restructure
Share Consolidation
The Share Consolidation was completed on 5 May 2022, whereby Goodwood’s
33,409,809 ordinary shares were consolidated into 13,363,927 ordinary shares. This
equated to a consolidation factor of 2.5 : 1 (subject to rounding of individual
shareholders up to a whole number of shares).
Debt Capitalisation
Before the completion of the Acquisition, Goodwood will conduct the Debt
Capitalisation, whereby $531,803 of the indebtedness of the Company to
Mounterowen will be capitalised into 10,636,073 Debt Capitalisation Shares.
Independent Adviser’s Report
Goodwood Capital Limited Page 14 and Appraisal Report
The effect of the Debt Capitalisation is that the Mounterowen debt will be capitalised
into equity and the Company will have no interest bearing debt (IBD) at the
Completion Date.
The Debt Capitalisation will take effect on 5 December 2022.
Acquisition
Purchase Price
The Purchase Price is $29.2 million for 100% of the WasteCo shares and all of the
MCNs and is to be satisfied by the WasteCo Allotment (being 504,000,000
Consideration Shares and 80,000,000 MCN Shares issued at $0.05 per share).
The Board has advised us that it negotiated the Purchase Price on a commercial
arms-length basis with the WasteCo Shareholders and that the Purchase Price
reflects WasteCo’s historic earnings, financial position, brand strength and growth
potential.
Set out in section 6 is our assessment of the value of WasteCo (including the MCNs).
We assess the value of WasteCo to be in the range of $26.9 million to $33.8 million.
The Purchase Price is within our valuation assessment, marginally below the
midpoint of the range. Accordingly, we are of the view that the Purchase Price is fair
to the Existing GWC Shareholders.
WasteCo Allotment
The 504,000,000 Consideration Shares and 80,000,000 MCN Shares issued under
the WasteCo Allotment will be fully paid ordinary shares ranking equally in all
respects with all existing shares, issued at $0.05 per share to the WasteCo
Shareholders.
The WasteCo Shareholders will hold the 504,000,000 Consideration Shares as set
out below.
Consideration Shares Held by the WasteCo Shareholders
WasteCo Shareholders
Shares in
WasteCo
No. of
Consideration
Shares
% of
Consideration
Shares
% of
Goodwood
Shares
1
Cullinane Steel Trustees (2003) Limited,
Laurence Redmayne and Samantha
Redmayne 3,285 165,564,000 32.85% 24.06%
C & F Trustees 35776 Limited, Carl Storm
and Dawn Storm 3,135 158,004,000 31.35% 22.97%
Glendarvie Holdings Limited 1,080 54,432,000 10.80% 7.91%
Gleneig Holdings Limited 1,000 50,400,000 10.00% 7.33%
Shane Edmond 900 45,360,000 9.00% 6.59%
Ashvegas 400 20,160,000 4.00% 2.93%
Belinda Edmond 200 10,080,000 2.00% 1.47%
10,000 504,000,000 100.00% 73.26%
1 After the Debt Capitalisation and the Capital Raise
Independent Adviser’s Report
Goodwood Capital Limited Page 15 and Appraisal Report
The WasteCo Shareholders have agreed to enter into agreements whereby they
shall be restricted from trading 80% of the Consideration Shares. 403,200,000
Consideration Shares will be placed in escrow (with restrictions on trading) up until
the date that Goodwood announces its preliminary result to the market for the
financial year ended 31 March 2023 (the Escrow). Further details on the Escrow are
set out on pages 21 and 22 of the notice of special meeting.
Under the terms of the Reverse Listing Agreement and the Variations, the $4.0 million
of MCNs mandatorily convert into 4,000,000 ordinary fully paid shares in WasteCo at
the completion of the Acquisition and are contemporaneously then sold to Goodwood
in exchange for the 80,000,000 MCN Shares.
The MCN Shareholders will hold the 80,000,000 MCN Shares as set out below.
MCN Shares Held by the WasteCo Shareholders
MCN Shareholders
No. of MCNs
($)
No. of
MCN Shares
% of
MCN Shares
% of
Goodwood
Shares
1
Youthlab Limited 1,350,000 27,000,000 33.75% 3.92%
Horizon Resources Limited 650,000 13,000,000 16.25% 1.89%
Shane Edmond
2
250,000 5,000,000 6.25% 0.73%
John Kruyf and Jenette Kruyf 250,000 5,000,000 6.25% 0.73%
Charles Hayward, Karyn Hayward and C A
Trustees 2012 Limited 250,000 5,000,000 6.25% 0.73%
AWD Finance Limited 250,000 5,000,000 6.25% 0.73%
John Lee 250,000 5,000,000 6.25% 0.73%
Barry Gray and Fiona Gray 250,000 5,000,000 6.25% 0.73%
Ilakolako
3
200,000 4,000,000 5.00% 0.58%
Michael Joyce 200,000 4,000,000 5.00% 0.58%
Gary Agnew 50,000 1,000,000 1.25% 0.15%
Lisa Symonds 50,000 1,000,000 1.25% 0.15%
4,000,000 80,000,000 100.00% 11.63%
1 After the Debt Capitalisation and the Capital Raise
2 Shane Edmond is also a WasteCo Shareholder and is an Existing GWC Shareholder (via Ashvegas)
3 Ilakolako is an Existing GWC Shareholder
We assess the value of Goodwood’s shares post the Debt Capitalisation and prior to
the Acquisition and the Capital Raise to be in the range of $0.018 to $0.030 per share.
Our valuation assessment is set out in section 7.
Based on our valuation assessment, we consider the Consideration Shares and the
MCN Shares issue price of $0.05 per share under the WasteCo Allotment to be fair
to the Existing GWC Shareholders.
The Consideration Shares and the MCN Shares issue price is the same price at
which the Debt Capitalisation Shares and the Placement Shares will be issued at.
Conditions
The Acquisition is conditional on:
• Goodwood obtaining the Independent Shareholders’ approval of the
Restructure Resolutions
• Goodwood obtaining NZX’s approval of the Restructure
• Goodwood entering into conditional subscription agreements in respect of the
Capital Raise
Independent Adviser’s Report
Goodwood Capital Limited Page 16 and Appraisal Report
• Goodwood obtaining the consent to the proposed transfer of shares in
WasteCo to Goodwood from:
− each creditor in respect of each general security agreement registered
over WasteCo or its subsidiaries
− each landlord in respect of each deed of lease entered into by WasteCo
or its subsidiaries
− each counterparty to each material contract entered into by WasteCo or
its subsidiaries.
The date for satisfaction of the above conditions is no later than 5 December 2022.
We are of the view that the conditions of the Acquisition are in line with market
practice for transactions of this nature and are not unreasonable.
Warranties and Indemnities
Goodwood has provided warranties in respect of Goodwood’s corporate structure
and shares, the information provided to WasteCo, compliance with laws, guarantees
and litigation / claims.
The WasteCo Shareholders and WasteCo have provided warranties in respect of
WasteCo’s shares, the due diligence material, accounts, assets, books and records,
statutory compliance, proceedings, employees, intellectual property and contracts.
Each party’s liability under these warranties is limited to claims brought within
12 months of the Completion Date and to an aggregate amount limited to:
• $1.0 million in respect of Goodwood
• the Purchase Price in respect of the WasteCo Shareholders.
Goodwood has given the WasteCo Shareholders an indemnity in respect of its
taxation compliance up until the Completion Date and the WasteCo Shareholders
have given Goodwood an indemnity in respect of the taxation compliance of WasteCo
up until the Completion Date.
We are of the view that the warranties and indemnities provided under the Reverse
Listing Agreement are in line with market practice for transactions of this nature and
are not unreasonable.
Capital Raise
The Capital Raise involves the issue of 80,000,000 Placement Shares to the
Placement Shareholders at an issue price of $0.05 per share to raise $4.0 million of
fresh equity post completion of the Acquisition.
Due to the regulatory framework associated with reverse listing transactions,
Goodwood is not able to raise new capital through an offer to all Existing GWC
Shareholders or other members of the public in conjunction with the completion of
the Acquisition.
The Board has advised us that the purpose of the Capital Raise is to fund further
growth of the WasteCo business operations.
The Placement Shares will be issued at $0.05 per share – the same issue price as
for the WasteCo Allotment and the Debt Capitalisation. Accordingly, we consider the
Capital Raise to be fair to the Existing GWC Shareholders.
Independent Adviser’s Report
Goodwood Capital Limited Page 17 and Appraisal Report
2.6 Limited Likelihood of Alternative Transactions
The carrying value of Goodwood’s equity was negative $0.3 million as at 31 March
2022. The Company had $39,000 of assets and $339,000 of liabilities (including
$314,000 owing to Mounterowen) at that date.
Goodwood will have insufficient working capital to continue operations as a listed
entity unless it undertakes a capital raising in the very near term. If the Company is
unable to repay its debts as they fall due, the Board will have no option but to seek
shareholder approval to place the Company into liquidation. Such an outcome is
unlikely to result in any return to shareholders.
The Board has confirmed to us that it is not evaluating any other acquisitions /
backdoor listing opportunities as it has entered into an exclusivity arrangement with
WasteCo. Accordingly, we consider the likelihood of an alternative transaction in the
near term to be limited.
2.7 Impact on Financial Position
A summary of Goodwood’s recent financial position is set out in section 4.6.
The Company’s total equity as at 31 March 2022 was negative $0.3 million and it had
negligible cash on hand.
The Restructure will significantly strengthen Goodwood’s financial position.
Following the Restructure, Goodwood will have total equity of approximately
$33.4 million and cash on hand of approximately $4.0 million.
2.8 Impact on Control
Share Capital and Shareholders
Following the Share Consolidation on 5 May 2022, Goodwood has 13,363,927 fully
paid ordinary shares on issue held by 1,350 shareholders. The names, number of
shares and percentage holding of the Company’s 10 largest shareholders as at
31 October 2022 are set out in section 4.4.
Shareholding Voting
Following the Restructure, the WasteCo Shareholders’ ability to influence the
outcome of shareholder voting will be significant. The WasteCo Shareholders’
holding of 74.04% of the Company’s voting rights will enable the WasteCo
Shareholders to collectively:
• pass or block ordinary resolutions (which require the approval of more than
50% of the votes cast by shareholders)
• block special resolutions (which require the approval of 75% of the votes cast
by shareholders).
The WasteCo Shareholders will most likely be able to singlehandedly pass special
resolutions with their 74.04% collective shareholding. This is because a number of
shareholders in listed companies tend not to vote on resolutions and hence the
relative weight of each shareholding increases.
Independent Adviser’s Report
Goodwood Capital Limited Page 18 and Appraisal Report
The ability for any shareholder to influence the outcome of voting on the Company’s
ordinary resolutions or special resolutions may be reduced by external factors such
as the Company’s constitution, the Code, the Listing Rules and the Companies Act
(eg if the shareholder is precluded from voting on the resolution because it is a party
to the transaction which the resolution relates to).
Given the above, we are of the view that the Restructure will provide the WasteCo
Shareholders with significant ability to exert control over shareholder voting.
The MCN Shareholders will collectively hold 10.95% of the shares in the Company
following the Restructure and the Capital Raise Shareholders will collectively hold
11.63%. Neither shareholding bloc will be able to singlehandedly determine the
outcome of shareholding voting.
Board Control
As set out in section 4.3, the Company currently has 3 directors on the Board, none
of whom are associated with the WasteCo Shareholders.
Following the Restructure, the WasteCo Shareholders will exert significant control
over the Board as they will hold 60% of the Board appointments:
• WasteCo Shareholders Carl Storm, James Redmayne and Shane Edmond will
be appointed to the Board
• current Company director Sean Joyce will resign from the Board while Angus
Cooper and Roger Gower will remain on the Board as independent directors
• Shane Edmond will be appointed Board chair.
Resumes of the directors are set out in section 4 of the Profile entitled The WasteCo
Group And What It Does.
Operations
Following the Restructure, the Company’s management will be undertaken in
Christchurch and the WasteCo Shareholders will exert significant influence over the
Company’s operations:
• James Redmayne will be appointed as the Company’s Chief Executive Officer
• Carl Storm will be appointed as the Company’s Chief Operating Officer.
Following the Restructure, the Company’s senior management will include:
• Sam Vanderpyl, Chief Financial Officer and Company Secretary
• Hamish Sheppard, Heavy Industrial – Operations Leader
• Misty Soper, ES Sweeping – Sales & Operations Manager
• Jasmine Etherington, ES Waste – Operations Manager (Canterbury)
• Rodney White, Sortco – Manager
• Graeme Wilson, ES Manager – Dunedin & Balclutha
• David Oberholzer, Health, Safety, Quality, Compliance & Environment
Manager
• Kelvin Linton, WasteCo Group Fleet Manager
• Hermann Rombke, Timaru Workshop & R&D Manager.
Independent Adviser’s Report
Goodwood Capital Limited Page 19 and Appraisal Report
Resumes of the senior management team are set out in section 4 of the Profile
entitled The WasteCo Group And What It Does.
2.9 Dilutionary Impact
The Debt Capitalisation, the WasteCo Allotment and the Capital Raise will result in
the Independent Shareholders’ shareholdings in the Company being diluted by
98.1%.
While the dilutionary impact is very significant, we are of the view that the
Independent Shareholders’ main focus should be on whether there is any dilutionary
impact on the value of their respective shareholdings rather than on their level of
voting rights.
As set out in section 2.5, we are of the view that the terms of the Restructure are fair
and that there are no material value transfers from the Independent Shareholders to
the WasteCo Shareholders, the MCN Shareholders or Mounterowen.
2.10 Impact on Share Price and Liquidity
A summary of Goodwood’s daily closing share price and monthly volume of shares
traded from 24 November 2020 (when the shares were lifted from suspension of
quotation) to 22 April 2022 is set out in section 4.8.
The Company’s shares were suspended from trading following the announcement of
the Restructure on 26 April 2022 in accordance with NZX practice.
In the year up to 22 April 2022, 3.8% of the Company’s shares traded at a volume
weighted average share price (VWAP) of $0.032. This equates to a VWAP of $0.080
on a post Share Consolidation basis.
Re-rating of Goodwood Shares
The completion of the Restructure may lead to a re-rating of the Company’s shares.
The transformation of Goodwood into a waste management company may lead to
greater demand for the Company’s shares, which in turn may lead to higher prices
for the shares. However, Independent Shareholders should also bear in mind that
any re-rating of the Company’s shares may increase the variability in the Company’s
share price and this may result in the share price either increasing or decreasing.
Liquidity
Trading in the Company’s shares is extremely thin, reflecting that the top 10
shareholders collectively hold 59.92% of the shares.
Independent Shareholders currently have very limited opportunities to sell their
shares. Only 3.8% of the Company’s shares traded in the year up to 22 April 2022.
The Restructure will not necessarily improve the liquidity of the Company’s shares in
the near term as the number of shares held by the Independent Shareholders will not
change.
Should the WasteCo Shareholders and / or the MCN Shareholders seek to dispose
of some of their Goodwood shares, this may result in increased trading in the
Company’s shares, thereby improving liquidity. However, we note that 80% of the
Consideration Shares are subject to the Escrow.
Independent Adviser’s Report
Goodwood Capital Limited Page 20 and Appraisal Report
While we would expect increased demand for the Company’s shares post the
Restructure, we note that the relatively small free float means that there will be a
limited number of shares available for sale and this may restrict the level of trading
in the Company’s shares.
2.11 Main Advantage to the Independent Shareholders of the Restructure
Following the Restructure, the Independent Shareholders will collectively hold 1.47%
of the shares in a company that focuses on the waste management and industrial
services industries in the South Island and has total equity of approximately
$33.4 million.
Currently they hold 100% of the shares in a listed shell company with negligible
assets and total equity of negative $0.3 million as at 31 March 2022 and whose
shares are thinly traded on the NZX Main Board.
2.12 Main Disadvantage to the Independent Shareholders of the Restructure
The main disadvantage to the Independent Shareholders of the Restructure is that
the shares issued under the Debt Capitalisation, the WasteCo Allotment and the
Capital Raise will very significantly dilute their interests in the Company.
The Independent Shareholders’ collective shareholding will be diluted by 98.1% from
their collective shareholding of 75.67% at present to 1.47%.
In our view, the positive aspects of the transformation of the Company (as set out in
section 2.2) significantly outweigh the dilutionary impact of the Restructure.
2.13 Other Issues for the Independent Shareholders to Consider
Change in Business Risk
As a listed shell company with negligible assets and no active operating business,
Goodwood currently faces a relatively limited range of business risks.
A detailed analysis of the risks associated with an investment in Goodwood post the
Restructure is set out in section 7 of the Profile entitled Risks To The WasteCo
Group’s Business And Plans and is summarised in section 5.4 of this report.
The analysis highlights the significant change in the nature of risk associated with an
investment in the Company post the Restructure and the Independent Shareholders
need to be cognisant of the change in the risk profile of their investment in the
Company.
Future Requirements for Capital
Section 4 of the Profile entitled The WasteCo Group And What It Does discusses
WasteCo’s growth strategies which include:
• innovation and vertical expansion
• geographical expansion
• acquisition opportunities
• investment in plant and infrastructure.
Resolutions 4 (in respect of the Capital Raise) and 11 (in respect of the Post
Completion Placement) authorise future capital raising initiatives for the Company of
$4.0 million and approximately $6.3 million respectively.
Independent Adviser’s Report
Goodwood Capital Limited Page 21 and Appraisal Report
The funds raised from the Capital Raise and the Post Completion Placement will be
applied towards WasteCo’s primary near and medium term strategic objectives,
including:
• funding the ongoing working capital requirements of the WasteCo Group
• funding the acquisition of new capital equipment required to meet its growth
requirements
• investing in WasteCo Group’s human capital by hiring additional employees.
Existing GWC Shareholders should be cognisant that any equity raisings by the
Company in the future in which they do not participate will lead to further dilution of
their proportionate interests in the Company.
Funding of Restructure Costs
The total transaction costs associated with the Restructure are estimated to be in the
vicinity of $200,000. The costs include legal fees, financial advisory fees, Takeovers
Panel fees, NZ RegCo fees, shareholder meeting costs and the cost of this report.
Mounterowen has agreed to provide additional advances to fund Goodwood’s out of
pocket third party costs associated with the Restructure.
Benefits to Goodwood of the WasteCo Shareholders as Cornerstone
Shareholders
The WasteCo Allotment will position the WasteCo Shareholders as important
cornerstone investors in Goodwood, signalling their confidence in the future
prospects of the Company. Furthermore, certain WasteCo Shareholders will
undertake integral roles in the governance and management of the Company.
Independent Shareholder Approval is Required
Pursuant to Rule 7(d) of the Code, the Independent Shareholders must approve by
ordinary resolution the WasteCo Allotment.
Pursuant to Listing Rules 5.1.1 and 5.2.1, the Independent Shareholders must
approve by special resolution the Acquisition and by ordinary resolutions the
WasteCo Allotment and the Debt Capitalisation.
The Restructure will not proceed unless the Independent Shareholders approve all
of the Restructure Resolutions.
Inability to Creep
The creep provisions of Rule 7(e) of the Code enable entities that hold or control
more than 50% and less than 90% of the voting securities in a code company to
acquire up to a further 5% of the code company’s shares in any 12 month period
without the need for shareholder approval.
Following the Restructure, no individual WasteCo Shareholder will hold or control
more than 50% of Goodwood’s shares. Accordingly, the WasteCo Shareholders will
not be able to utilise the creep provisions.
Independent Adviser’s Report
Goodwood Capital Limited Page 22 and Appraisal Report
Attractiveness of the Company as a Takeover Target Unlikely to Change
Significantly
Following the Restructure, the WasteCo Shareholders will not be able to increase
their level of shareholding in the Company unless they comply with the provisions of
the Code and the Listing Rules.
They will only be able to acquire more shares in the Company if:
• they make a full or partial takeover offer
• the acquisition is approved by way of an ordinary resolution of the Independent
Shareholders
• the Company makes an allotment of shares which is approved by way of an
ordinary resolution of the Independent Shareholders
• the Company undertakes a share buyback that is approved by the Company’s
shareholders and the WasteCo Shareholders do not accept the offer of the
buyback.
If the Restructure Resolutions are approved and WasteCo is backdoor listed, we
consider it unlikely that the WasteCo Shareholders would make a takeover offer for
the Company as this would result in WasteCo being privatised, thereby reversing the
backdoor listing transaction.
We note however that WasteCo, as a listed entity, will have a higher profile and may
be more visible and attractive to potential investors, which may increase the likelihood
of a takeover offer for the Company sometime in the future.
2.14 Key Benefit to the WasteCo Shareholders and the MCN Shareholders
Enhanced Investment Liquidity
The Restructure provides the WasteCo Shareholders and the MCN Shareholders
with the opportunity to sell WasteCo for $29.2 million in exchange for a collective
84.99% shareholding in Goodwood.
Goodwood offers the WasteCo Shareholders and the MCN Shareholders an effective
and efficient means to achieve a listing of WasteCo on a recognised stock exchange.
Backdoor listing WasteCo on the NZX Main Board via Goodwood will provide a
number of benefits to WasteCo, the WasteCo Shareholders and the MCN
Shareholders:
• an enhancement of WasteCo’s profile in the market place
• the ability to raise equity capital more easily
• the ability to use scrip for acquisitions
• liquidity for the WasteCo Shareholders and the MCN Shareholders.
The WasteCo Shareholders and the MCN Shareholders will exchange their
investments in a closely held non-listed company for a combined shareholding of
84.99% in a company listed on the NZX Main Board, thereby enhancing the liquidity
of their investment.
Independent Adviser’s Report
Goodwood Capital Limited Page 23 and Appraisal Report
2.15 Key Disadvantage to the WasteCo Shareholders and the MCN Shareholders
Exposure to the Regulatory Requirements of Goodwood
The key risks that are likely to impact upon the business operations of WasteCo are
summarised in section 5.4. The WasteCo Shareholders and the MCN Shareholders
currently face these risks through their investment in WasteCo and therefore their
risk exposure does not change to any significant extent.
However, following the Restructure, WasteCo will be a subsidiary of Goodwood and
will be subject to the additional regulatory requirements of the Code and the Listing
Rules (such as restrictions on share transactions and related party transactions as
well as higher compliance costs).
2.16 Likelihood of the Restructure Resolutions Being Approved
The Board has unanimously recommended the approval of the Restructure
Resolutions. Directors Sean Joyce, Roger Gower and Angus Cooper collectively
control 18.72% of the Company’s shares, which we assume will be voted in favour of
the Restructure Resolutions (to the extent permitted under the voting restrictions
placed on Mounterowen).
The Company’s top 10 shareholders collectively hold 59.92% of the Company’s
shares. This includes director Sean Joyce (through Mounterowen) and WasteCo
Shareholder Shane Edmond (through Ashvegas). We are not aware of how these
major shareholders will vote in respect of the Restructure Resolutions (other than
assuming Mr Joyce and Mr Edmond will vote in favour of the resolutions that they are
permitted to vote on). The votes of the major shareholders will significantly influence
the outcome of the voting on the Restructure Resolutions.
2.17 Implications of the Restructure Resolutions not Being Approved
If any one of the 11 Restructure Resolutions is not approved, then the Restructure
cannot proceed and Goodwood will remain as a listed investment company.
If Goodwood were to continue as a shell company listed on the NZX Main Board,
seeking to undertake another backdoor listing transaction, there is no certainty as to
if, or when, such a transaction could be completed. In the meantime, Goodwood
would continue to incur operating costs associated with remaining listed on the NZX
Main Board (including directors’ fees, listing fees, registry fees and audit fees).
Goodwood had $14,000 of cash as at 31 March 2022. The Company will need to
raise additional capital from its existing shareholders and / or new shareholders in
the very near term. Otherwise the Board will need to contemplate seeking
shareholder approval to place the Company into liquidation. Such an outcome is
unlikely to result in any return to the Existing GWC Shareholders.
The non-approval of the Restructure Resolutions could possibly have negative
implications for future capital raising initiatives as potential investors may be hesitant
to invest in the Company – especially if shareholder approval is required.
Independent Adviser’s Report
Goodwood Capital Limited Page 24 and Appraisal Report
2.18 Options for Shareholders who do not Wish to Retain Their Investment in
Goodwood
Sell On-market
Those Independent Shareholders who do not wish to remain shareholders in the
Company after the Restructure is completed may look to sell their shares on-market
once the shares are lifted from suspension of quotation.
We note however that given the thin trading in the Company’s shares, it may be
difficult to sell some or all of their shares on-market.
Minority Buy-out Rights Under the Companies Act
If the Restructure Resolutions are passed, those Independent Shareholders who
voted all of their shares against special resolution 1 will be entitled to require the
Company to buy their shares in accordance with the provisions of the Companies
Act.
A shareholder entitled to require the Company to purchase its shares by virtue of
section 110 of the Companies Act may, within 10 working days of the passing of the
special resolution, give written notice to the Company requiring it to purchase the
shares.
The Board is then required to give notice to the shareholder of a fair and reasonable
price for the shares. Shareholders who do not agree with the nominated price can
object to the price, in which case the price will be determined by arbitration.
A detailed explanation of the minority buy-out rights is set out in Appendix 3 of the
notice of special meeting.
2.19 Voting For or Against the Restructure Resolutions
Voting for or against the Restructure Resolutions is a matter for individual
shareholders based on their own views as to value and future market conditions, risk
profile and other factors. Shareholders will need to consider these consequences
and consult their own professional adviser if appropriate.
Independent Adviser’s Report
Goodwood Capital Limited Page 25 and Appraisal Report
3. Evaluation of the Fairness of the Restructure (Including the
Debt Capitalisation)
3.1 Basis of Evaluation
The Guidance Note states that “NZX considers that a notice of meeting in relation to
a backdoor or reverse transaction must include an independent appraisal report
prepared in accordance with Rule 7.10”.
Listing Rule 7.10.2 requires an Appraisal Report to consider whether the terms and
conditions of:
• the Restructure is fair to the Independent Shareholders
• the Debt Capitalisation is fair to the Independent Shareholders.
There is no legal definition of the term fair in either the Listing Rules or in any statute
dealing with securities or commercial law in New Zealand.
Listing Rule 5.2.1 stipulates that an Issuer must not enter into a Material Transaction
if a Related Party is a party to the Material Transaction or to one of a related series
of transactions of which the Material Transaction forms part unless the Material
Transaction is approved by way of an ordinary resolution from shareholders not
associated with the Related Party.
The Debt Capitalisation is a Material Transaction as it has an aggregate value in
excess of 10% of the Average Market Capitalisation of Goodwood.
Mounterowen is a Related Party of the Company as it holds 18.71% of the
Company’s shares.
Listing Rule 7.8.8 (b) requires an Appraisal Report to be prepared where a meeting
will consider a resolution required by Listing Rule 5.2.1.
In our opinion, the Restructure will be fair to the Independent Shareholders if:
• they are likely to be at least no worse off if the Restructure proceeds than if it
does not. In other words, we consider that the Restructure will be fair if there
is no value transfer from the Independent Shareholders to the WasteCo
Shareholders and the MCN Shareholders, and
• the terms and conditions of the Restructure are in line with market terms and
conditions.
Similarly, the Debt Capitalisation will be fair to the Independent Shareholders if:
• they are likely to be at least no worse off if the Debt Capitalisation proceeds
than if it does not. In other words, we consider that the Debt Capitalisation will
be fair if there is no value transfer from the Independent Shareholders to
Mounterowen, and
• the terms and conditions of the Debt Capitalisation are in line with market terms
and conditions.
Independent Adviser’s Report
Goodwood Capital Limited Page 26 and Appraisal Report
We have evaluated the fairness of the Restructure (including the Debt Capitalisation)
by reference to:
• the rationale for the Restructure
• the terms and conditions of the Restructure
• the alternatives to the Restructure
• the impact of the Restructure on Goodwood’s financial position
• the impact of the Restructure on the control of Goodwood
• the impact of the Restructure on Goodwood’s share price
• the benefits and disadvantages to the Independent Shareholders, the WasteCo
Shareholders and the MCN Shareholders of the Restructure
• the likelihood of the Transaction Resolutions being approved
• the implications if the Restructure Resolutions are not approved.
Our opinion should be considered as a whole. Selecting portions of the evaluation
without considering all the factors and analyses together could create a misleading
view of the process underlying the opinion.
3.2 Evaluation of the Fairness of the Restructure (Including the Debt
Capitalisation) for the Purposes of Listing Rule 7.10.2
In our opinion, after having regard to all relevant factors, the terms and
conditions of:
• the Restructure is fair to the Independent Shareholders
• the Debt Capitalisation is fair to the Independent Shareholders.
The basis for our opinion is set out in detail in sections 2.3 to 2.18. In summary, the
key factors leading to our opinion are:
• the rationale for the Restructure is sound
• the terms of the Restructure are reasonable:
− the Purchase Price is fair
− the WasteCo Allotment, Debt Capitalisation and Capital Raise issue price
is fair
− the conditions and warranties set out in the Reverse Listing Agreement are
in line with market practice
− the Debt Capitalisation will convert $531,803 of debt into equity
• the Restructure will have a positive impact on the Company's financial position
• the Company’s shares may be re-rated by the market
• the WasteCo Shareholders’ influence over the outcome of shareholding voting
and control over the Board and the Company’s operations will be significant
• the dilutionary impact of the WasteCo Allotment, Debt Capitalisation and
Capital Raise on the Independent Shareholders will result in their current
collective interests in the Company reducing by 98.1%
Independent Adviser’s Report
Goodwood Capital Limited Page 27 and Appraisal Report
• the Restructure is unlikely to have any material impact on:
− the liquidity of the Company’s shares in the near term
− the attraction of Goodwood as a takeover target
• the implications of the Restructure Resolutions not being approved by the
Independent Shareholders are significant. In the absence of a capital raising
in the very near term, Goodwood will be unable to repay its debts as they fall
due and the Board will likely have no option but to seek shareholder approval
to place the Company into liquidation. Such an outcome is unlikely to result in
any return to shareholders.
3.3 Alternative Courses for Goodwood
As stated in section 2.6, the likelihood of an alternative transaction in the near term
is limited. The Board is not evaluating any other potential transactions.
3.4 Voting For or Against the Restructure Resolutions
Voting for or against the Restructure Resolutions is a matter for individual
shareholders based on their own views as to value and future market conditions, risk
profile and other factors. Shareholders will need to consider these consequences
and consult their own professional adviser if appropriate.
Independent Adviser’s Report
Goodwood Capital Limited Page 28 and Appraisal Report
4. Profile of Goodwood
4.1 Background
The Company was incorporated on 24 November 2010 as Rec No.1 Limited. It
subsequently changed its name to:
• Snakk Media Limited (Snakk) on 18 July 2011
• Goodwood Capital Limited on 20 October 2020.
Snakk provided mobile phone enabled promotions and marketing services in
Australia, New Zealand and Singapore. It had 2 wholly owned subsidiary companies:
• Snakk Media Pty Limited (Snakk Aust)
• Snakk Media Pte. Limited (Snakk Sing).
Snakk’s shares were initially listed on the Alternative Market operated by NZX (the
NZAX) on 6 March 2013.
Snakk ceased operations in December 2018. It was placed into voluntary
administration on 7 February 2019 and into liquidation on 14 March 2019.
Snakk Aust was placed into voluntary administration on 10 December 2018 and
deregistered on 15 December 2020.
Snakk Sing ceased operations in 2019 and was removed from the Singapore
Companies Register on 16 December 2020.
Following Mounterowen acquiring $248,706 of Goodwood’s debts owing to third
parties and becoming the ultimate creditor of the Company, an application was made
to the High Court in July 2020 to restore the Company from liquidation.
The Company was restored from liquidation on 9 October 2020 by order of the High
Court and the restoration was completed on 19 October 2020.
Since then, the Company has been a shell company listed on the NZX Main Board,
funded by Mounterowen:
• in September and October 2020, Mounterowen advanced $91,931 in
aggregate to the Company under 2 separate loan agreements to assist with
costs associated with the application made to the High Court to terminate the
liquidation, liquidators’ costs and accounting and administration costs. The
balance payable under these loan agreements incurred interest at a rate of 5%
• on 15 December 2020, as part of a capital raising initiative undertaken by the
Company, $125,000 of the loan advance was converted into 6,249,999
ordinary shares at an issue price of $0.02 per share
• during the 2021 financial year, Goodwood received several loan advances from
Mounterowen, amounting to $90,000 in aggregate
• in July 2021, the Company received an additional loan advance of $40,000
from Mounterowen
Independent Adviser’s Report
Goodwood Capital Limited Page 29 and Appraisal Report
• on 10 November 2021, the Company entered into an unsecured working capital
loan facility agreement with Mounterowen. In accordance with the terms of the
agreement, Mounterowen has made available a funding line of $200,000 (the
Mounterowen Facility) to be used to assist with costs associated with
maintaining an NZX listing, directors’ fees and accounting and administration
costs. Interest accrues at 5% per annum on advances made under the facility.
The loan becomes repayable when the Company completes a reverse takeover
transaction and is repayable either in new shares issued at the same price as
the shares issued for the reverse takeover transaction, or in cash, at the
discretion of Mounterowen
• in November 2021, the Company received an initial loan advance of $50,000
from Mounterowen under the loan facility
• a further $50,000 was received on 1 April 2022.
The Company’s key events are set out below.
4.2 Nature of Current Operations
Goodwood is a listed shell company with assets of $39,000 and liabilities of $339,000
as at 31 March 2022.
The Company is currently non-trading.
4.3 Directors and Senior Management
The Board consists of 3 directors:
• Angus Cooper, independent director
• Roger Gower, independent director
• Sean Joyce, non-independent chair.
The Company has no employees.
Independent Adviser’s Report
Goodwood Capital Limited Page 30 and Appraisal Report
4.4 Capital Structure and Shareholders
Following the Share Consolidation on 5 May 2022, Goodwood currently has
13,363,927 fully paid ordinary shares on issue held by 1,350 shareholders.
The names, number of shares and percentage holding of the 10 largest shareholders
as at 31 October 2022 are set out below.
Goodwood’s 10 Largest Shareholders
Shareholder No. of Shares %
Mounterowen 2,500,000 18.71%
Forsyth Barr Custodians Limited 1,641,555 12.28%
Far East Associated Traders Limited (Far East) 815,453 6.10%
Yee Industries Limited 517,647 3.87%
Ross Harvey 489,068 3.66%
Derek Handley 489,000 3.66%
Russell Roberts 403,225 3.02%
Ashvegas 400,000 2.99%
Foster Capital NZ Limited 400,000 2.99%
Karen MacKenzie-Paget 351,127 2.63%
Top 10 shareholders 8,007,075 59.92%
Others (1,340 shareholders) 5,356,852 40.08%
Total
13,363,927 100.00%
Source: NZX Company Research
Mounterowen is owned by Sean Joyce, Goodwood’s chair.
Far East is associated with Derek Handley. Mr Handley also holds 3.66% of the
Company’s shares in his own name. Mr Handley was the founder of the Snakk
business and a former director of the Company.
Ashvegas is associated with Shane Edmond who is a WasteCo Shareholder.
4.5 Financial Performance
A summary of Goodwood’s recent financial performance is set out below.
Summary of Goodwood Financial Performance
Year to
31 Mar 20
(Audited)
$000
Year to
31 Mar 21
(Audited)
$000
Year to
31 Mar 22
(Audited)
$000
Revenue - - -
Expenses (15) (176) (168)
(Loss) from continuing operations (15) (176) (168)
Gain / (loss) from discontinued operations 70 (143) -
Net gain / (loss) for the year
55 (319) (168)
Source: Goodwood audited financial statements
Discontinued operations in the 2020 and 2021 financial years related to the Snakk
operations.
Since the cessation of the Snakk operations in December 2018, the Company has
had no sources of revenue.
Expenses have consisted mainly of accounting fees, audit fees, directors’ fees, legal
fees and listing fees.
Independent Adviser’s Report
Goodwood Capital Limited Page 31 and Appraisal Report
4.6 Financial Position
A summary of Goodwood’s recent financial position is set out below.
Summary of Goodwood Financial Position
As at
31 Mar 20
(Audited)
$000
As at
31 Mar 21
(Audited)
$000
As at
31 Mar 22
(Audited)
$000
Current assets 2 79 19
Non current assets 20 20 20
Total assets 22 99 39
Current liabilities (294) (27) (25)
Non current liabilities - (218) (314)
Total liabilities (294) (245) (339)
Total equity
(272) (146) (300)
Source: Goodwood audited financial statements
Goodwood’s current assets as at 31 March 2022 consisted of cash and receivables.
Non current assets as at 31 March 2022 consisted of a NZX bond.
Current liabilities as at 31 March 2022 comprised trade and other payables, owing
mainly to directors.
Non current liabilities as at 31 March 2022 represented the advances from
Mounterowen.
The Company had equity of negative $0.3 million as at 31 March 2022, comprising:
• share capital – approximately $12.9 million
• accumulated losses – approximately negative $13.2 million.
Post the 31 March 2022 balance date, Mounterowen has advanced a further
$240,000 under the Mounterowen Facility (excluding accrued interest).
4.7 Cash Flows
A summary of Goodwood’s recent cash flows is set out below.
Summary of Goodwood Cash Flows
Year to
31 Mar 20
(Audited)
$000
Year to
31 Mar 21
(Audited)
$000
Year to
31 Mar 22
(Audited)
$000
Net cash (outflow) from operating activities (8) (128) (141)
Net cash inflow from investing activities - - -
Net cash inflow from financing activities
- 177 104
Net increase / (decrease) in cash held (8) 49 (37)
Opening cash balance 10 2 51
Closing cash balance
2 51 14
Source: Goodwood audited financial statements
Goodwood has incurred cash losses from its operations over the past 3 financial
years.
Independent Adviser’s Report
Goodwood Capital Limited Page 32 and Appraisal Report
The Company has funded its operating losses by raising equity and debt:
• approximately $177,000 in the 2021 financial year from the issue of 8,883,450
ordinary shares at $0.02 per share
• approximately $14,000 in the 2022 financial year from the issue of 720,000
ordinary shares at $0.02 per share and $90,000 of advances from
Mounterowen.
4.8 Share Price History
Set out below is a summary of Goodwood’s daily closing share price and monthly
volumes of shares traded from 24 November 2020 (when the shares were lifted from
suspension of quotation following the Company’s restoration from liquidation) to
22 April 2022 (the last trading day before the quotation of the shares was suspended
due to the announcement of the Restructure).
The trading prices for the shares are on a pre Share Consolidation basis.
Source: NZX Company Research
During the period, Goodwood’s shares traded between $0.022 and $0.054 at a
VWAP of $0.036.
This equates to between $0.055 and $0.135 at a VWAP of $0.090 on a post Share
Consolidation basis.
An analysis of Goodwood’s recent VWAP, traded volumes and liquidity (measured
as traded volumes as a percentage of shares outstanding) up to 22 April 2022 is set
out below. The trading prices are on a pre Share Consolidation basis.
Share Trading up to 22 April 2022
Period Low
($)
High
($)
VWAP
($)
Volume
Traded
(000)
Liquidity
1 month n/a n/a n/a n/a n/a
3 months n/a n/a n/a n/a n/a
6 months 0.038 0.054 0.045 412 1.2%
12 months 0.022 0.054 0.032 1,260 3.8%
n/a: Not applicable as the shares did not trade
Source: NZX Company Research
The analysis highlights the extremely thin trading in the Company’s shares. The
shares last traded on 7 January 2022.
-
100,000
200,000
300,000
400,000
500,000
0.00
0.01
0.02
0.03
0.04
0.05
24/11/202024/01/202124/03/202124/05/202124/07/202124/09/202124/11/202124/01/202224/03/2022
Volumes Traded
Share Price ($)
Goodwood Share Price
Monthly volume (rhs)Closing price (lhs)
Independent Adviser’s Report
Goodwood Capital Limited Page 33 and Appraisal Report
5. Profile of WasteCo
5.1 Group Structure
The WasteCo Group consists of WasteCo and 6 subsidiaries.
WasteCo Group
Company Operations Date of Incorporation
WasteCo Holdings NZ Limited Holding company 1 Dec 2020
WasteCo NZ Limited Waste collection, recycling and disposal 28 Aug 2013
WasteCo NZ (Southern) Limited Waste collection, recycling and disposal 25 Sep 2017
WasteCo Port Services NZ Limited Industrial cleaning 11 Mar 2016
WasteCo Finance NZ Limited Credit card merchant account holder 5 Mar 2014
SafeCo Training NZ Limited Training workshops 5 Aug 2021
SortCo NZ Limited Sorting and diversion 5 Aug 2021
5.2 Overview of the WasteCo Group
Section 4 of the Profile entitled The WasteCo Group And What It Does provides a
comprehensive overview of the WasteCo Group. In order to avoid unnecessary
repetition, only a summary of the WasteCo Group’s operations is set out below.
The WasteCo Group was formed by Carl Storm and James Redmayne and
commenced operations in 2013.
WasteCo owns and operates a range of business activities associated with:
• environmental services:
- waste and refuse collection
- recycling and disposal
- street cleaning
• industrial services.
WasteCo
NZ Limited
WasteCo NZ
(Southern)
Limited
WasteCo Port
Services NZ
Limited
WasteCo
Finance NZ
Limited
SafeCo
Training NZ
Limited
SortCo NZ
Limited
WasteCo Holdings
NZ Limited
100%100%100%
100%
100%
100%
Independent Adviser’s Report
Goodwood Capital Limited Page 34 and Appraisal Report
•
waste collection via front load bins,
hook bins, skip bins and wheelie bins
from both commercial and private
customers
• a large gantry collection operation in
Christchurch
• road sweeping for councils and
commercial customers. WasteCo
operates an extensive sweeping
operation in the South Island
• waste sorting and diversion. WasteCo
operates a 3,600 m
2
dedicated
sorting facility in Christchurch with a
strong focus on diversion from landfill.
WasteCo is currently achieving global
diversion in excess of 50% of waste
away from the landfill
• a new specialised facility for the
collection and treatment of medical
and quarantine waste
• training services - WasteCo provides
internal and external training courses
to its own staff and to third party
organisations.
• high pressure water blasting, urgent
spill response services, septic tank
cleaning and portaloos. These services
are offered on a 24/7/365 basis.
WasteCo is one of the largest providers
of industrial services in the South Island
• port services - WasteCo provides
maintenance, cleaning and auxiliary
services to several ports and shipping
companies in the South Island
• the continued provision of WasteCo’s
services to customers throughout the
South Island.
WasteCo’s activities are domiciled in the South Island, primarily in:
• Christchurch
• Ashburton
• Timaru
• Oamaru
• Dunedin
• Balclutha.
5.3 Growth Strategies
WasteCo’s key growth strategies are:
• launch into complementary vertical markets associated with recycling and
sustainability
• expand WasteCo’s brand presence in the waste, refuse and industrial services
space through providing new additional services and through innovation
• geographical expansion into other regions within the South Island and also
potentially into the North Island market
• increase gross margins as the volume of business increases
• acquiring complementary businesses
• further investment in plant and infrastructure.
Environmental ServicesIndustrial Services
Independent Adviser’s Report
Goodwood Capital Limited Page 35 and Appraisal Report
5.4 Key Business Risks
Section 7 the Profile entitled Risks To The WasteCo Group’s Business And Plans
sets out in detail the key business risks faced by WasteCo.
In summary, the key business risks are:
• dependence on key personnel – WasteCo’s operations are heavily reliant on
certain key personnel (including James Redmayne and Carl Storm). Failure to
retain any of the key personnel could adversely affect WasteCo’s operations
• reliance on significant contracts – WasteCo’s business is largely reliant on its
ability to retain and grow existing customer relationships and develop new
business. There is no guarantee that the existing significant business contracts
will be renewed at the end of the contract terms, or if they do, that these
contracts will continue to be successful
• competition – the waste, refuse and industrial services sectors in New Zealand
are highly competitive. One or more of WasteCo’s competitors could seek to
offer comparable services:
- at lower prices, which might cause downward pressure on WasteCo’s
pricing and ability to create margin and revenue
- which are preferred by the market, leading to reduced demand for
WasteCo’s services
• management of growth opportunities – as WasteCo continues to expand
organically and through acquisitions, it may not successfully manage its growth,
which could lead to adverse operational and financial performance
• entry into new geographic markets and new verticals – expansion into new
geographical markets and new verticals is difficult and there is a risk that
WasteCo may fail to successfully execute its strategy in new markets and new
verticals
• regulatory risk – as a large part of WasteCo’s business comprises the
collection, recycling and disposal of waste and refuse, it is possible that those
operations may be subject to new regulations. There is also risk regarding
potential government intervention in the manner in which certain recycling /
diversion is subsidised. This may have an impact on the revenue that WasteCo
derives from a particular contract
• environmental risk – WasteCo’s operations are subject to significant
environment regulation. Non compliance with these requirements may have a
material adverse impact on WasteCo’s operations from both a reputational
perspective and from an economic perspective through the imposition of fines
or restrictions on WasteCo’s commercial operations
• health and safety risk – WasteCo operates heavy machinery, often on public
roads and industrial sites. When operating such equipment in such
environments there is a risk of injury or even death to the WasteCo staff who
operate the equipment or to members of the public or third party contractors in
the event of an accident occurring.
Independent Adviser’s Report
Goodwood Capital Limited Page 36 and Appraisal Report
5.5 Financial Information
WasteCo has provided Goodwood with its audited financial statements for the years
ended 31 March, 2021 and 2022.
The financial information is summarised in section 6 of the Profile entitled Financial
Information.
There is no prospective financial information included in the Profile. Section 6 of the
Profile entitled Financial Information states:
“The Vendors and the Company have resolved to not include prospective financial
statements for the financial year to 31 March 2023.”
5.6 Financial Performance
A summary of WasteCo’s recent financial performance is set out below.
Summary of WasteCo Financial Performance
Year to
31 Mar 20
(Unaudited)
$000
Year to
31 Mar 21
(Audited)
$000
Year to
31 Mar 22
(Audited)
$000
Revenue 8,322 10,334 18,777
EBITDA 1,958 2,717 3,223
EBIT 1,131 1,505 829
NPBT 572 1,027 (142)
NPAT 412 742 (4)
EBITDA: Earnings before interest, tax, depreciation and amortisation
EBIT: Earnings before interest and tax
NPBT: Net profit before tax
NPAT: Net profit after tax
Source: WasteCo financial statements
WasteCo’s revenue is generated from 3 main sources:
• waste collection, recycling and disposal services (approximately 54% of 2022
revenue)
• industrial cleaning services (approximately 25% of 2022 revenue)
• sweeping services (approximately 21% of 2022 revenue).
Independent Adviser’s Report
Goodwood Capital Limited Page 37 and Appraisal Report
WasteCo’s main expenses are:
• employee benefits (approximately 43% of 2022 revenue)
• collection, recycling and waste disposal expenses (approximately 21% of 2022
revenue)
• fleet operating expenses (approximately 14% of 2022 revenue).
WasteCo has grown considerably over the past 2 years due to both organic growth
and acquisitions:
• revenue grew by 24% in 2021 and EBITDA grew by 39%. $0.6 million of
COVID-19 wage subsidy was received in the year
• revenue grew by 82% in 2022 and EBITDA grew by 19%.
Section 6 of the Profile entitled Financial Information states:
“Unaudited consolidated revenue, and EBITDA, derived from management
accounts for the six month period ended 30 September 2022 is $17.3m and
$3.45m respectively. The EBITDA margin of 19.9% for the six month period ended
30 September 2022 is similar to the previous financial year.”
5.7 Financial Position
A summary of WasteCo’s recent financial position is set out below.
Summary of WasteCo Financial Position
As at
31 Mar 20
(Unaudited)
$000
As at
31 Mar 21
(Audited)
$000
As at
31 Mar 22
(Audited)
$000
Current assets 1,940 2,524 4,467
Non current assets
7,624 12,795 29,978
Total assets 9,564 15,319 34,445
Current liabilities (2,178) (4,407) (14,676)
Non current liabilities
(6,406) (8,663) (17,486)
Total liabilities (8,584) (13,070) (32,162)
Total equity
980 2,249 2,283
Source: WasteCo financial statements
Current assets as at 31 March 2022 consisted mainly of:
• trade and other receivables – $3.7 million
• cash – $0.7 million
• inventories – $0.1 million.
Non current assets as at 31 March 2022 consisted mainly of:
• property, plant and equipment (mainly vehicles and plant and equipment) –
$24.5 million
• right of use assets (leased warehouse and administration premises) –
$5.3 million.
Independent Adviser’s Report
Goodwood Capital Limited Page 38 and Appraisal Report
Current liabilities as at 31 March 2022 consisted mainly of:
• trade and other payables – $5.5 million
• amount payable for the acquisition of Total Waste Solutions - $3.6 million
• borrowings (asset finance) – $3.8 million
• MCNs - $1.0 million
• lease liabilities (in respect of right of use assets) – $0.6 million.
Since 31 March 2022, an additional $3.0 million of MCNs have been issued.
Non current liabilities as at 31 March 2022 consisted mainly of:
• borrowings – $11.8 million
• lease liabilities – $5.4 million
• deferred tax liabilities – $0.3 million.
Total equity of $2.3 million as at 31 March 2022 consisted of:
• share capital – $0.6 million
• retained earnings – $1.7 million.
5.8 Cash Flows
A summary of WasteCo’s recent cash flows is set out below.
Summary of WasteCo Cash Flows
Year to
31 Mar 20
(Unaudited)
$000
Year to
31 Mar 21
(Audited)
$000
Year to
31 Mar 22
(Audited)
$000
Net cash inflow from operating activities 1,949 3,813 3,744
Net cash (outflow) from investing activities (1,631) (6,062) (12,107)
Net cash inflow / (outflow) from financing activities
(153) 2,647 8,445
Net increase / (decrease) in cash held 165 398 82
Opening cash balance 82 247 616
Cash transferred on sale of subsidiary - (29) -
Closing cash balance
247 616 698
Source: WasteCo financial statements
WasteCo has generated positive cash flows from its operations each year.
Investing cash outflows mainly represent purchases of property, plant and
equipment.
Financing activities in the 2022 financial year included $1.0 million from the issue of
MCNs.
Independent Adviser’s Report
Goodwood Capital Limited Page 39 and Appraisal Report
6. Valuation of WasteCo
6.1 Standard of Value
We have assessed the fair market value of 100% of the shares in WasteCo.
Fair market value is defined as the price that a willing but not anxious buyer, with
access to all relevant information and acting on an arm’s length basis, would be
prepared to pay to a willing but not anxious seller in an open, unrestricted and stable
market.
6.2 Basis of Valuation
In general terms it is recognised that the value of a share represents the present
value of the net cash flows expected therefrom. Cash flows can be in the form of
either dividends and share sale proceeds or a residual sum derived from the
liquidation of the business.
There are a number of methodologies used in valuing shares and businesses. The
most commonly applied methodologies include:
• discounted cash flow (DCF)
• capitalisation of earnings
• net assets or estimated proceeds from an orderly realisation of assets.
Each of these valuation methodologies is applicable in different circumstances. The
appropriate methodology is determined by a number of factors including the future
prospects of the business, the stage of development of the business and the
valuation practice or benchmark usually adopted by purchasers of the type of
business involved.
The DCF method is the fundamental valuation approach used to assess the present
value of future free cash flows (FCF), recognising the time value of money and risk.
The value of an investment is equal to the value of FCF arising from the investment,
discounted at the investor’s required rate of return.
The capitalisation of earnings method is an adaptation of the DCF method. It requires
an assessment of the maintainable earnings of the business and a selection of a
capitalisation rate (or earnings multiple) appropriate to that particular business for the
purpose of capitalising the earnings figure.
An assets based methodology is often used in circumstances where the assets of a
company have a market value independent of the profitability of the company that
owns them. A valuation based on an orderly realisation of assets is normally
restricted to instances where the investor holds sufficient control to effect a sale of
the assets and/or there is some indication that an orderly realisation is contemplated.
Independent Adviser’s Report
Goodwood Capital Limited Page 40 and Appraisal Report
6.3 Valuation Approach
We have assessed the fair market value of WasteCo using the capitalisation of
earnings method.
The capitalisation of earnings method that we have applied derives an assessment
of the value of the core operating business, prior to considering how the business is
financed or whether it has any significant surplus assets. This ungeared business
value is commonly referred to as the enterprise value and represents the market
value of the operating assets (i.e. operating working capital, fixed assets and
intangible assets such as brand names, licences, know-how and general business
goodwill) that generate the operating income of the business.
In order to assess the value of WasteCo’s shares, we have added the value of
WasteCo’s freely distributable cash and cash equivalents that Goodwood will receive
to WasteCo’s enterprise value and deducted the value of WasteCo’s IBD that
Goodwood will assume under the Acquisition.
6.4 Capitalisation of Earnings Valuation
Overview
We have assessed the Company’s future maintainable earnings and have reviewed
the market valuation and operational performance of comparable companies to
derive a range of earnings multiples to apply to our assessed level of maintainable
earnings.
Future Maintainable Earnings
The evaluation of maintainable earnings involves an assessment of the level of
profitability which (on average) the business can expect to generate in the future,
notwithstanding the vagaries of the economic cycle.
The assessment of maintainable earnings is made after considering such factors as
the risk profile of the business, the characteristics of the market in which it operates,
its historical and forecast performance, non-recurring items of income and
expenditure and known factors likely to impact on future operating performance.
We have used EBITDA as the measure of earnings. The use of EBITDA and EBITDA
multiples is common in valuing businesses for acquisition purposes as it eliminates
the effect of financial leverage which is ultimately in the control of the acquirer and
also eliminates any distortions from the tax position of the business and differing
accounting policies in respect of depreciation and the amortisation of intangible
assets.
WasteCo’s financial performance is set out in section 5.6.
Independent Adviser’s Report
Goodwood Capital Limited Page 41 and Appraisal Report
The analysis highlights that WasteCo’s revenue and EBITDA has grown significantly
recently:
• revenue has increased from $8.3 million in the 2020 financial year to
$18.8 million in the 2022 financial year at a compound annual growth rate
(CAGR) of 43% due to organic growth, new contracts and the acquisition of
further assets
• EBITDA has increased from $2.0 million in the 2020 financial year to
$3.2 million in the 2022 financial year at a CAGR of 28%:
− 39% growth in the 2021 financial year
− 19% growth in the 2022 financial year.
As stated in section 5.6, WasteCo has recorded unaudited revenue of $17.3 million
and EBITDA of $3.45 million in the 6 months ended 30 September 2022:
• revenue for the half year equates to 92% of revenue for the full 2022 financial
year
• EBITDA for the half year equates to 107% of EBITDA for the full 2022 financial
year
• EBITDA margin of 19.9% for the half year exceeds EBITDA margin of 17.2%
for the full 2022 financial year.
We are advised by WasteCo that the growth in revenue and EBITDA is a continuation
of the positive impact of organic growth, new contracts and the acquisition of further
assets and is expected to be maintained for the second half of the 2023 financial
year.
In the absence of any prospective financial information and on the basis that there
are no material seasonal trends in WasteCo’s operations, we have annualised
WasteCo’s actual revenue and EBITDA for the 6 months ended 30 September 2022
to derive an indication of WasteCo’s financial performance for the 2023 financial year.
This indicates potential revenue of approximately $34.6 million and EBITDA of
approximately $6.9 million for the 2023 financial year.
Independent Adviser’s Report
Goodwood Capital Limited Page 42 and Appraisal Report
Given the significant growth levels in revenue and EBITDA in 2021, 2022 and the first
half of 2023, we consider it appropriate to base future maintainable earnings on
extrapolated EBITDA for the 2023 financial year (based on the actual results for the
first half of the year).
Accordingly, we assess WasteCo’s maintainable EBITDA to be in the vicinity of
$6.9 million (being double the actual EBITDA of $3.45 million for the 6 months ended
30 September 2022).
Earnings Multiple
Actual sales of comparable businesses can provide reliable support for the selection
of an appropriate earnings multiple. In addition, we can infer multiples from other
evidence such as minority shareholding trades for listed companies in Australia with
similar characteristics to WasteCo or transactions involving businesses in the same
industry.
Transaction Multiples
Set out at Appendix I is an analysis of 6 recent transactions involving New Zealand
and Australian businesses in the waste management industry, showing historic and
prospective EBITDA multiples.
Source: S&P Capital IQ, broker’s reports, media coverage, company websites
The analysis shows that:
• the historic EBITDA trading multiples range from 6.9x to 20.2x at an average
of 11.7x and a median of 11.0x
• the prospective EBITDA trading multiples range from 9.6x to 18.1x at an
average of 12.6x and a median of 10.0x.
Independent Adviser’s Report
Goodwood Capital Limited Page 43 and Appraisal Report
Trading Multiples
Set out in Appendix II is an analysis of historic and prospective EBITDA multiples for
9 listed waste management companies operating in Australia, Canada, the USA and
the UK.
Source: S&P Capital IQ, data as at 9 November 2022
The analysis shows that:
• the historic EBITDA trading multiples range from 4.6x to 20.2x at an average
of 13.8x and a median of 14.5x
• the prospective EBITDA trading multiples range from 4.2x to 18.2x at an
average of 11.9x and a median of 11.6x.
Selection of EBITDA Multiple Range
In selecting an appropriate EBITDA multiple for WasteCo, we have taken into
account:
• assessed maintainable EBITDA of $6.9 million is based on extrapolated results
for the 2023 financial year
• WasteCo has recorded significant growth in earnings in 2021 and 2022 and is
expecting further significant growth in 2023
• WasteCo is significantly smaller than all of the comparable companies
• the observed trading multiples are based on minority trades and as such do not
include any premium for control.
Given the above, we consider an appropriate prospective EBITDA multiple for
WasteCo to be in the range of 6.5x to 7.5x.
Independent Adviser’s Report
Goodwood Capital Limited Page 44 and Appraisal Report
Valuation Conclusion
We assess the WasteCo enterprise value to be in the range of $44.9 million to
$51.8 million as at the present date based on the capitalisation of earnings method.
Valuation of WasteCo Business
Low
$000
High
$000
Future maintainable EBITDA 6,900 6,900
EBITDA multiple 6.5x 7.5x
Value of WasteCo business
44,850 51,750
6.5 Valuation of WasteCo Shares
To derive the value of the WasteCo shares, the amount of freely distributable cash
and cash equivalents that Goodwood will receive under the Acquisition is added to
the enterprise value and the IBD that Goodwood will assume under the Acquisition
is deducted.
Goodwood expects that WasteCo will have net IBD of approximately $18.0 million as
at the Completion Date (consisting of asset finance borrowings and lease liabilities
less cash).
We assess the fair market value of 100% of the shares in WasteCo (on the basis that
the MCNs have been capitalised into equity) to be in the range of $26.9 million to
$33.8 million as at the present date.
Valuation of WasteCo Shares
Low
$000
High
$000
Value of WasteCo business 44,850 51,750
Net IBD at Completion Date (18,000) (18,000)
Value of WasteCo shares
26,850 33,750
6.6 Conclusion
We assess the fair market value of 100% of the shares in WasteCo (based on its
assumed capital structure at the Completion Date which includes the capitalisation
of the MCNs into equity) to be in the range of $26.9 million to $33.8 million as at the
present date.
The valuation represents the full underlying standalone value of WasteCo based on
its current strategic and operational initiatives.
Independent Adviser’s Report
Goodwood Capital Limited Page 45 and Appraisal Report
7. Reasonableness of the WasteCo Allotment Issue Price
7.1 Basis of Setting the Issue Price
The WasteCo Allotment involves the issue of 504,000,000 Consideration Shares and
80,000,000 MCN Shares at $0.05 per share.
We are advised by the Board that the issue price of $0.05 was based on a negotiated
value with the WasteCo Shareholders and the MCN Shareholders and, in the Board’s
view, fairly reflects the value of Goodwood as a NZX listed shell company following
the Share Consolidation and the Debt Capitalisation.
7.2 Assessment of the Reasonableness of the Issue Price
We have assessed the reasonableness of the issue price of $0.05 per share by
reference to the asset backing of the shares and recent share issues by the
Company.
In our view, the prices at which the Company’s shares have recently traded on the
NZX Main Board are largely irrelevant as trading in the shares is extremely thin and
the shares last traded on 7 January 2022.
7.3 Net Assets per Share
Goodwood's total equity amounted to negative $0.3 million as at 31 March 2022,
equating to net assets of negative $0.022 per share on a post Share Consolidation
basis.
Following the Debt Capitalisation, the carrying value of Goodwood’s net assets will
be approximately $0.2 million, equating to net assets of $0.010 per share.
Goodwood’s only material intangible asset is its NZX Main Board listing.
In general terms, the value ascribed to a NZX Main Board listing is a function of the
costs saved by a company undertaking a backdoor listing or reverse listing rather
than undergoing an initial public offering (IPO) or compliance listing.
The costs of an IPO (when a company seeks to raise capital at the time of its listing)
can be significant due to brokerage fees as well as other expenses such as share
registry expenses, legal fees, accounting fees, advertising costs, printing costs and
postage costs associated with preparing a product disclosure statement. However,
the costs associated with a compliance listing, where a company’s shares are listed
but no new capital is raised, are considerably lower.
Recent backdoor listings and reverse listings on the NZX Main Board have ascribed
values in the range of $200,000 to $500,000 to the NZX Main Board listings.
We consider a reasonable value for Goodwood’s NZX Main Board listing to be in the
range of $200,000 to $500,000.
Independent Adviser’s Report
Goodwood Capital Limited Page 46 and Appraisal Report
Based on the above, we are of view that the value of Goodwood shares following the
Debt Capitalisation and prior to the Acquisition and the Capital Raise will be in the
range of $0.018 to $0.030 per share.
Value of Goodwood Shares Prior to the Restructure
Total Per Share
1
Low
$000
High
$000
Low
$
High
$
Net assets as at 31 March 2022 (300) (300) (0.022) (0.022)
Debt Capitalisation
2
532 532 0.050 0.050
Post Debt Capitalisation 232 232 0.010 0.010
Value of NZX Main Board listing 200 500 0.008 0.021
Value of Goodwood shares
3
432 732 0.018 0.030
1 Based on 13,363,927 shares on issue post the Share Consolidation
2 Indebtedness to Mounterowen as at the date of the completion of the Acquisition
3 Post the Debt Capitalisation and prior to the Acquisition and the Capital Raise
A value of $0.05 per Goodwood share (post the Share Consolidation) implies a value
of $968,000 for Goodwood’s NZX Main Board listing. We consider this implied value
to be reasonable from the perspective of the Existing GWC Shareholders.
7.4 Recent Share Issues
Goodwood has issued a total of 15,853,450 ordinary shares in 3 tranches since
13 November 2020, raising approximately $317,000. All of the shares were issued
at an equivalent issue price of $0.05 per share on a post Share Consolidation basis.
Recent Share Issues
Pre Share Consolidation Post Share Consolidation
1
No. Issue Price No. Issue Price $000
13 Nov 2020 2,633,451 $0.02 1,053,380 $0.05 53
15 Dec 2020 12,499,999 $0.02 5,000,000 $0.05 250
14 Jul 2021 720,000 $0.02 288,000 $0.05 14
15,853,450 $0.02 6,341,380 $0.05 317
1 Calculated on a 2.5 : 1 basis
7.5 Conclusion
We consider the issue price of $0.05 per share under the WasteCo Allotment to be
fair from the perspective of the Existing GWC Shareholders as it adequately reflects
the value of Goodwood’s NZX Main Board listing and is in line with the issue price of
the shares issued in recent capital raisings.
Independent Adviser’s Report
Goodwood Capital Limited Page 47 and Appraisal Report
8. Sources of Information, Reliance on Information, Disclaimer
and Indemnity
8.1 Sources of Information
The statements and opinions expressed in this report are based on the following main
sources of information:
• the draft notice of special meeting
• the draft Profile
• the Reverse Listing Agreement
• the Variations
• the Goodwood annual reports for the years ended 31 March, 2021 and 2022
• data in respect of WasteCo, including due diligence material prepared by
Goodwood and its advisers
• publicly available information on the New Zealand waste management industry
• data in respect of Goodwood and companies operating in the waste
management and industrial services industries from NZX Company Research
and S&P Capital IQ.
During the course of preparing this report, we have had discussions with and / or
received information from the Board and Goodwood’s legal advisers.
The Board has confirmed that we have been provided for the purpose of this
Independent Adviser’s Report and Appraisal Report with all information relevant to
the Restructure that is known to them and that all the information is true and accurate
in all material aspects and is not misleading by reason of omission or otherwise.
Including this confirmation, we have obtained all the information that we believe is
desirable for the purpose of preparing this Independent Adviser’s Report and
Appraisal Report.
In our opinion, the information to be provided by Goodwood to the Company’s
shareholders is sufficient to enable the Board and the Existing GWC Shareholders to
understand all the relevant factors and to make an informed decision in respect of
the Restructure.
Independent Adviser’s Report
Goodwood Capital Limited Page 48 and Appraisal Report
8.2 Reliance on Information
In preparing this report we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was available from
public sources and all information that was furnished to us by Goodwood and its
advisers.
We have evaluated that information through analysis, enquiry and examination for
the purposes of preparing this report but we have not verified the accuracy or
completeness of any such information or conducted an appraisal of any assets. We
have not carried out any form of due diligence or audit on the accounting or other
records of Goodwood or WasteCo. We do not warrant that our enquiries would reveal
any matter which an audit, due diligence review or extensive examination might
disclose.
8.3 Disclaimer
We have prepared this report with care and diligence and the statements in the report
are given in good faith and in the belief, on reasonable grounds, that such statements
are not false or misleading. However, in no way do we guarantee or otherwise
warrant that any forecasts of future profits, cash flows or financial position of
Goodwood or WasteCo will be achieved. Forecasts are inherently uncertain. They
are predictions of future events that cannot be assured. They are based upon
assumptions, many of which are beyond the control of Goodwood and WasteCo and
their directors and management teams. Actual results will vary from the forecasts
and these variations may be significantly more or less favourable.
We assume no responsibility arising in any way whatsoever for errors or omissions
(including responsibility to any person for negligence) for the preparation of the report
to the extent that such errors or omissions result from our reasonable reliance on
information provided by others or assumptions disclosed in the report or assumptions
reasonably taken as implicit, provided that this shall not absolve Simmons Corporate
Finance from liability arising from an opinion expressed recklessly or in bad faith.
Our evaluation has been arrived at based on economic, exchange rate, market and
other conditions prevailing at the date of this report. Such conditions may change
significantly over relatively short periods of time. We have no obligation or
undertaking to advise any person of any change in circumstances which comes to
our attention after the date of this report or to review, revise or update this report.
We have had no involvement in the preparation of the notice of special meeting or
the Profile issued by Goodwood and have not verified or approved the contents of
the notice of special meeting or the Profile. We do not accept any responsibility for
the contents of the notice of special meeting except for this report.
8.4 Indemnity
Goodwood has agreed that, to the extent permitted by law, it will indemnify Simmons
Corporate Finance and its directors and employees in respect of any liability suffered
or incurred as a result of or in connection with the preparation of the report. This
indemnity does not apply in respect of any negligence, wilful misconduct or breach
of law. Goodwood has also agreed to indemnify Simmons Corporate Finance and
its directors and employees for time incurred and any costs in relation to any inquiry
or proceeding initiated by any person. Where Simmons Corporate Finance or its
directors and employees are found liable for or guilty of negligence, wilful misconduct
or breach of law or term of reference, Simmons Corporate Finance shall reimburse
such costs.
Independent Adviser’s Report
Goodwood Capital Limited Page 49 and Appraisal Report
9. Qualifications and Expertise, Independence, Declarations and
Consents
9.1 Qualifications and Expertise
Simmons Corporate Finance is a New Zealand owned specialist corporate finance
advisory practice. It advises on mergers and acquisitions, prepares independent
expert's reports and provides valuation advice.
The person in the company responsible for issuing this report is Peter Simmons,
B.Com, DipBus (Finance), INFINZ (Cert).
Simmons Corporate Finance and Mr Simmons have significant experience in the
independent investigation of transactions and issuing opinions on the merits and
fairness of the terms and financial conditions of the transactions.
9.2 Independence
Simmons Corporate Finance does not have at the date of this report, and has not
had, any shareholding in or other relationship with Goodwood, Mounterowen,
WasteCo or the WasteCo Shareholders or any conflicts of interest that could affect
our ability to provide an unbiased opinion in relation to the Restructure.
Simmons Corporate Finance has not had any part in the formulation of the
Restructure or any aspects thereof. Our sole involvement has been the preparation
of this report.
Simmons Corporate Finance will receive a fixed fee for the preparation of this report.
This fee is not contingent on the conclusions of this report or the outcome of the
voting in respect of the Restructure Resolutions. We will receive no other benefit
from the preparation of this report.
9.3 Declarations
An advance draft of this report was provided to the Board for its comments as to the
factual accuracy of the contents of the report. Changes made to the report as a result
of the circulation of the draft have not changed the methodology or our conclusions.
Our terms of reference for this engagement did not contain any term which materially
restricted the scope of the report.
9.4 Consents
We consent to the issuing of this report in the form and context in which it is to be
included in the notice of special meeting to be sent to the Existing GWC
Shareholders. Neither the whole nor any part of this report, nor any reference thereto
may be included in any other document without our prior written consent as to the
form and context in which it appears.
Peter Simmons
Director
Simmons Corporate Finance Limited
10 November 2022
Independent Adviser’s Report
Goodwood Capital Limited Page 50 and Appraisal Report
Appendix I
Comparable Companies Transaction Multiples
Transaction Multiples
Date Target Buyer Enterprise
Value
($m)
EBITDA Multiple
Historic Prospective
Mar 2022 Waste Management Igneo NZ$1,900 13.0x n/d
Dec 2021 SUEZ Cleanaway A$501 6.9x n/d
Aug 2021 BINGO CPE Capital A$2,646 20.2x 18.1x
Mar 2019 Dial A Dump BINGO A$603 11.7x 9.6x
May 2018 Tox Free Cleanaway A$854 10.2x 10.0x
Jun 2014 Waste Management BCG NZ$950 8.4x n/d
Minimum 6.9x 9.6x
Median 11.0x 10.0x
Average 11.7x 12.6x
Maximum 20.2x 18.1x
n/d: Not disclosed
Source: S&P Capital IQ, Independent Expert’s Reports, media coverage
Igneo Infrastructure Partners acquired Waste Management NZ Limited from BCG NZ
Investment Holding Limited on 31 March 2022 for $1,900 million. Waste Management
provides waste disposal services in New Zealand. It collects, transports, treats, recycles,
recovers and disposes residential, commercial and industrial waste.
Cleanaway Waste Management Limited acquired the Putrescibe and Inert landfills and 5
transfer stations in Sydney, Australia from SUEZ Groupe S.A.S. on 18 December 2021 for
A$501 million.
CPE Capital Pty Limited acquired BINGO Industries Limited on 5 August 2021 for
A$2,288 million. BINGO is a recycling and waste management company that provides
end-to-end solutions across the resource management supply chain including collections,
processing and recovery, disposal, waste equipment manufacturing and recycled products
in New South Wales and Victoria, Australia.
BINGO Industries Limited acquired Dial A Dump Industries Pty Limited on 25 March
2019 for A$603 million. Dial A Dump offers waste removal, waste management and waste
transfer services in New South Wales, Australia.
Cleanaway Waste Management Limited acquired Tox Free Solutions Limited on 11 May
2018 for A$671 million. Tox Free provides industrial and waste management services in
Australia.
BCG NZ Investment Holding Limited acquired Waste Management NZ Limited from
Transpacific Industries Group (NZ) Limited on 30 June 2014 for NZ$950 million.
Independent Adviser’s Report
Goodwood Capital Limited Page 51 and Appraisal Report
Appendix II
Comparable Companies Trading Multiples
Trading Multiples
Company
Market
Capitalisation
($m)
Enterprise
Value
($m)
EBITDA Multiples PE Multiples
Historic Prospective Historic Prospective
Biffa 2,464 3,626 12.9x 8.5x n/m 18.3x
Casella Waste Services 7,273 8,306 20.2x 18.2x 78.6x 66.7x
Cleanaway 6,616 8,443 15.3x 11.5x 71.1x 34.1x
Clean Harbors 11,397 15,444 9.3x 9.1x 21.7x 18.1x
GFL Environmental 15,903 27,212 13.6x 11.6x n/m 44.9x
Renewi 838 1,875 4.6x 4.2x 6.7x 6.5x
Republic Services 72,090 92,679 14.8x 13.0x 29.0x 27.9x
Waste Connections 58,343 68,004 18.8x 17.2x 50.0x 33.2x
Waste Management 111,825 135,784 14.5x 13.6x 29.4x 26.4x
Minimum 838 1,875 4.6x 4.2x 6.7x 6.5x
Median 11,397 15,444 14.5x 11.6x 29.4x 27.9x
Average 31,861 40,153 13.8x 11.9x 40.9x 30.7x
Maximum 111,825 135,784 20.2x 18.2x 78.6x 66.7x
n/m: Not meaningful
Source: S&P Capital IQ, data as at 9 November 2022
Biffa plc provides waste management services in the UK. The company operates in 2
segments - Collections and Resources & Energy. It is involved in the collection, recycling,
treatment, processing and disposal of waste and production of energy. The company offers
general waste collection, dry mixed recycling, food waste collection, single stream recycling,
hazardous waste collection and treatment, unplanned waste removal, skip hire, asbestos
waste disposal and bin cleaning services. Biffa plc was founded in 1912 and is
headquartered in High Wycombe, UK.
Casella Waste Systems, Inc. operates as a vertically integrated solid waste services
company in the north-eastern USA. It offers resource management services primarily in the
areas of solid waste collection and disposal, transfer, recycling and organics services to
residential, commercial, municipal, institutional and industrial customers. As of 31 January
2022, it owned and/or operated 50 solid waste collection operations, 65 transfer stations, 23
recycling facilities, 8 Subtitle D landfills, 3 landfill gas-to-energy facilities and one landfill.
Casella Waste Systems, Inc. was founded in 1975 and is headquartered in Rutland,
Vermont, USA.
Cleanaway Waste Management Limited provides waste management, industrial and
environmental services in Australia. It operates through 3 segments - Solid Waste Services,
Industrial & Waste Services and Liquid Waste & Health Services. The company offers
commercial and industrial, municipal and residential collection services for various types of
solid waste streams, including general waste, recyclables, construction and demolition
waste, as well as medical and washroom services. The company was formerly known as
Transpacific Industries Group Limited and changed its name to Cleanaway Waste
Management Limited in February 2016. Cleanaway Waste Management Limited was
incorporated in 2002 and is headquartered in Melbourne, Australia.
Independent Adviser’s Report
Goodwood Capital Limited Page 52 and Appraisal Report
Clean Harbors, Inc. provides environmental and industrial services in North America. The
company operates through 2 segments - Environmental Services and Safety-Kleen
Sustainability Solutions. The Environmental Services segment collects, transports, treats
and disposes hazardous and non-hazardous waste. The Safety-Kleen Sustainability
Solutions segment offers specially designed parts washers, automotive and industrial
cleaning products. Clean Harbors, Inc. was incorporated in 1980 and is headquartered in
Norwell, Massachusetts, USA.
GFL Environmental Inc. operates as a diversified environmental services company in
Canada and the USA. The company offers non-hazardous solid waste management,
infrastructure and soil remediation and liquid waste management services. Its solid waste
management business line includes the collection, transportation, transfer, recycling and
disposal of non-hazardous solid waste. The company’s infrastructure and soil remediation
business line provides remediation of contaminated soils. The company was incorporated in
2007 and is headquartered in Vaughan, Canada.
Renewi plc provides waste-to-product services. The company operates through the
Commercial Waste, Mineralz & Water and Specialities segments. The Commercial Waste
segment engages in the collection and treatment of commercial waste in the Netherlands
and Belgium and processing of wood, aggregates, plastics, paper products and organic
waste. The Mineralz & Water segment decontaminates, stabilises and re-uses contaminated
materials to produce secondary products for the construction industry in the Netherlands and
Belgium. The Specialities segment engages in processing of plants that focuses on recycling
and diverting specific waste streams. It operates in the UK, the Netherlands, Belgium,
France, Portugal and Hungary. The company was formerly known as Shanks Group plc and
changed its name to Renewi plc in February 2017. Renewi plc was founded in 1880 and is
headquartered in Milton Keynes, UK.
Republic Services, Inc. offers environmental services in the USA. The company offers
collection and processing of recyclable materials, collection, transfer and disposal of
non-hazardous solid waste and other environmental solutions. As of 31 December 2021, the
company operated through 356 collection operations, 239 transfer stations, 198 active
landfills, 71 recycling processing centres, 6 saltwater disposal wells and 7 deep injection
wells, as well as 3 treatment, recovery and disposal facilities in 41 states. It also operated
77 landfill gas-to-energy and renewable energy projects and had 124 closed landfills. The
company was incorporated in 1996 and is based in Phoenix, Arizona, USA.
Waste Connections, Inc. provides non-hazardous waste collection, transfer, disposal and
resource recovery services in the USA and Canada. It offers collection services to
residential, commercial, municipal, industrial and exploration and production customers,
landfill disposal services and recycling services for various recyclable materials. As of 31
December 2021, it owned 334 solid waste collection operations, 142 transfer stations, 61
municipal solid waste landfills, 12 E&P waste landfills, 14 non-MSW landfills, 71 recycling
operations, 4 intermodal operations, 23 E&P liquid waste injection wells and 19 E&P waste
treatment and oil recovery facilities. The company also operates an additional 53 transfer
stations, 10 MSW landfills and 2 intermodal operations. Waste Connections, Inc. was
founded in 1997 and is based in Woodbridge, Canada.
Waste Management, Inc. provides waste management environmental services to
residential, commercial, industrial and municipal customers in North America. It offers
collection services and owns, develops and operates landfill gas-to-energy facilities in the
USA, as well as owns and operates transfer stations. As of 31 December 2021, the company
owned or operated 255 solid waste landfills, 5 secure hazardous waste landfills, 96 MRFs
and 340 transfer stations. The company was formerly known as USA Waste Services, Inc.
and changed its name to Waste Management, Inc. in 1998. Waste Management, Inc. was
incorporated in 1987 and is headquartered in Houston, Texas, USA.
---
LISTING PROFILE
Goodwood Capital Limited
REVERSE LISTING OF THE WASTECO GROUP
Date: 18 November 2022
Prepared pursuant to Listing Rule 7.3.1(b)
ASTEC
CONTENTS
PAGE
1. KEY INFORMATION SUMMARY1
2. LETTER FROM CHAIRMAN OF GOODWOOD CAPITAL LIMITED4
3. BACKGROUND5
4. THE WASTECO GROUP AND WHAT IT DOES7
5. KEY FEATURES OF THE SHARES24
6. FINANCIAL INFORMATION25
7. RISKS TO THE WASTECO GROUP’S BUSINESS AND PLANS28
8. TAX32
9. WHERE YOU CAN FIND MORE INFORMATION33
10. CONTACT INFORMATION34
11. GLOSSARY OF TERMS35
Z
WasteCo Group
1
- Road sweeping for Councils and commercial
customers. WasteCo operates an extensive
sweeping operation in the South Island.
- Waste sorting and diversion. WasteCo
operates a 3,600 square metre dedicated
sorting facility in Christchurch with a strong
focus on diversion from landfill. WasteCo is
currently achieving global diversion in excess
of 50% of waste away from the landfill.
- A new specialised facility for the collection
and treatment of medical and quarantine
waste, which has recently been implemented
by WasteCo.
- Training services. WasteCo provides internal
and external training courses, both to its own
staff and to third party organisations.
• Industrial services, which comprise the
following operations:
- High pressure water blasting, urgent spill
response services, vacuum loading, septic
tank cleaning and portaloos. These services
are offered on a 24/7/365 basis. WasteCo
is one of the largest providers of industrial
services in the South Island.
- Port services. WasteCo provides
maintenance, cleaning and auxiliary services
to several ports and shipping companies in
the South Island.
WasteCo commenced its business operations in
2013, and has continued to grow progressively
and consistently since its inception:
WHAT IS THIS ?
This document is a Listing Profile to support
a Reverse Listing of WasteCo. If the Reverse
Listing completes, you will retain your
Shares. Shares give you an ownership stake
in the ownership of the Company, which
on completion of the Reverse Listing will
effectively become an ownership interest in the
WasteCo Group.
You may receive a future return if the Company
pays dividends or if your Shares increase in
value and you are able to sell them at a higher
price than you paid for them.
If the Company runs into financial difficulties
and is wound up, as a Shareholder you will be
paid only after all creditors have been paid.
You may lose some or all of your investment.
ABOUT WASTECO GROUP
The WasteCo Group (WasteCo) owns and
operates a range of business activities
associated with waste and refuse collection,
recycling and disposal, street cleaning, and
other industrial services.
The business operations of WasteCo comprise:
• Environmental services, which comprise the
following operations:
- Waste collection via front load bins, hook
bins, skip bins and wheelie bins from both
commercial and private customers.
- A large gantry collection operation in
Christchurch.
FY ended 31 March
2020 (unaudited)
FY ended 31 March
2021 (audited)
FY ended 31 March
2022 (audited)
Annual revenue$8.4m$10.3m$18.8m
EBITDA$2.0m$2.7m $3.2m
Number of Employees 5196166
Further information regarding the business activities of the WasteCo Group, in addition to what is
contained in this Profile, can be viewed at www.wasteco.co.nz.
HOW WASTECO WAS VALUED
The Company negotiated the purchase price for 100% of the shares in WasteCo on a commercial
arms-length basis with the Vendors.
1. KEY INFORMATION SUMMARY
Z
2
ASTEC
The $25.2 million purchase price for 100% of
the shares in WasteCo was agreed based on the
Company’s board’s evaluation of the historical
revenues and EBITDA produced by the WasteCo
Group, the WasteCo Group’s potential to
generate revenue in the future, gross margins,
brand strength and future growth potential,
together with the face value of the $4 million
of mandatory convertible notes issued by
WasteCo recently – presenting an aggregate
acquisition price of $29.2 million.
More detail on the valuation of the WasteCo
Group is contained in section 4 (The WasteCo
Group and what it does), on page 7 of this
Profile.
HOW YOU CAN GET YOUR MONEY OUT
Shares are quoted on the NZX Main Board. This
means you may be able to sell them on the NZX
Main Board if there are interested buyers. You
may get less than you invested. The price will
depend on the demand for Shares.
KEY DRIVERS OF RETURN
The WasteCo Group has established key
partnerships with both commercial and local
body organisations as well as thousands of
private individuals, and the diversity in its
offerings ensure highs and lows are smoothed
across the different sectors it operates in.
Waste and waste diversion are core
components of the WasteCo business and
continue to be a driver for innovation in the
industry. The recent opening of WasteCo’s
large (3,600m
2
) sorting facility in Christchurch
has incurred-setup costs, as anticipated and
budgeted for, which has impacted the financial
results for the WasteCo Group. The facility is
well ahead of target to reach breakeven.
Sweeping and industrial services are offered
across both local body and commercial
platforms with both divisions offering services
that stand out in terms of delivery, quality,
safety and innovation.
The recent addition of medical and quarantine
waste treatment and disposal facilities in
WasteCo’s main Christchurch location has been
welcomed by the industry that utilises these
types of facilities. WasteCo is only the second
operator in both the South Island, and New
Zealand, to offer such treatment and disposal
options.
Further expansion on treatment, remediation
and disposal of other types of industrial waste
are an open door offering for WasteCo, with very
few players in this market currently. The barriers
to entry are such that it takes a considerable
amount of time to generate a “waste stream”
to enable productive and efficient utilisation of
these types of facilities. WasteCo is well placed
with the “waste streams” it has nurtured and
grown over the past 9 years to launch in this
market.
Revenues generated from “business as usual”
activities
The most significant opportunity immediately
available to the WasteCo Group is the continued
provision of WasteCo Group’s services to
customers throughout the South Island of New
Zealand, recognising the size of the waste, refuse
and industrial services market in New Zealand.
In addition, the Vendors consider that the
growing global trend for corporate and
retail consumers to focus on recycling and
sustainability presents significant opportunities
for WasteCo to launch into complementary
vertical markets.
The New Zealand Market
The New Zealand waste market has traditionally
been dominated by two large, internationally
owned players. The WasteCo Group has an
opportunity, as a relative newcomer to the
sector, with its unique brand identity, to grow
vertical markets and to increase its existing
market share. The Vendors consider that this
can be achieved through an extensive brand and
marketing campaign that promotes the brand
ethos and the focus on the provision of a quality
timely service, as well as continuing to establish
a premium brand across the waste, refuse and
industrial services sectors.
Innovation & Vertical Expansion
WasteCo has further opportunities to expand
its brand presence in the waste, refuse and
industrial services space through providing new
additional services and through innovation.
As further set out in Section 4 (The WasteCo
Group and what it does), WasteCo currently has
three (3) principal business divisions:
Z
WasteCo Group
3
• Environmental services – waste
• Environmental services – sweeping
• Industrial services
Although not an immediate focus, the Vendors’
view is that WasteCo Group will be in a position
to innovate by leveraging the WasteCo platform
to both expand the existing business divisions,
and to enter into new complementary verticals
outside of its existing waste, refuse and
industrial services sectors.
Geographical Expansion
Currently, the WasteCo Group’s activities are
domiciled in the South Island – primarily in
Christchurch, Ashburton, Timaru, Oamaru,
Dunedin and Balclutha.
The Vendors believe there is opportunity to
launch the WasteCo Group’s services into
other regions within the South Island and also
potentially into the North Island market, which
represents a materially larger market than
the South Island, given the population and
industrial density in the North Island.
Efficiencies of Scale and improved Margin
with increased size
The Vendors’ view is that the business should
be able to increase its direct gross margins
as the volume of business generated by the
business operations increases.
Acquisition Opportunities
Since commencement of its business, the
WasteCo Group has acquired eight (8) new
businesses, with the acquisition size of the
businesses ranging from between $200,000 in
value up to $3.75 million.
The Vendors believe that there are many
complementary business acquisition
opportunities in the market and consider
that they are proficient in identifying suitable
acquisition targets, negotiating a “fair value”
acquisition, and integrating those new
businesses into WasteCo’s existing business
operations.
In addition, the Vendors believe that the ability
of the Company to offer shares in a listed
company as partial consideration to fund the
purchase price for future acquisitions (by way
of the Post Completion Shares being approved
by shareholders, as further detailed in the
Notice of Special Meeting) will also be attractive
to many vendors of suitable businesses who
still wish to retain some exposure to the waste
and refuse sector following the sale of their
business.
KEY RISKS AFFECTING THIS
INVESTMENT
Investments in shares are risky. You should
consider all of the information in this Profile,
and previously disclosed information about the
Reverse Listing and the WasteCo Group, when
deciding if the degree of uncertainty about the
Company’s future performance and returns
is suitable for you. The price of Shares should
reflect the potential returns and the particular
risks of Shares.
The Vendors consider the following risks to be
the most significant risk factors that could affect
the WasteCo Group, and by extension the value
of the Shares:
• Dependence on key personnel
• Loss of significant contracts
• Competition
• Management of growth opportunities
(including entry into new markets)
• Regulatory risk
• Environmental
• Health and safety
This summary does not cover all of the risks
which might affect the WasteCo Group, and
by extension an investment in Shares. You
should read section 7 of this Profile (Risks to the
WasteCo Group’s business and plans) and other
places in this Profile that describe risk factors
(for example, risks arising for investors from
the nature of the product), and the strategies
the Company has to mitigate those risks where
practicable.
WHERE YOU CAN FIND THE WASTECO
GROUP’S FINANCIAL INFORMATION
The financial position and performance of the
WasteCo Group are essential to an assessment
of this investment. You should also read section
6 of this document (Financial information).
Z
4
ASTEC
2. LETTER FROM CHAIRMAN OF GOODWOOD CAPITAL LIMITED
18 November 2022
Dear Goodwood Capital shareholders,
The Board of Goodwood Capital Limited (Company or GWC) is seeking shareholder approval for the
implementation of a significant operational and capital restructure which has been negotiated and
endorsed by the Board of the Company relating to the conditional acquisition of WasteCo Holdings
NZ Limited (WasteCo) which was announced to the market on 26 April 2022, subject to shareholder
approval (Restructure).
Principally the Restructure comprises the acquisition of WasteCo. WasteCo, through its wholly owned
subsidiaries, owns and operates a range of business activities associated with waste and refuse
collection, recycling and disposal, street cleaning, and other industrial services.
In the view of the GWC Board, the waste, refuse and industrial services sector is a particularly
attractive commercial vertical to be investing in. The sector is robust, growing and innovative, and I
believe represents a fantastic investment opportunity for the Company.
The WasteCo business operations are both profitable and are experiencing year on year growth.
WasteCo is led by a team of passionate and experienced executives committed to the ongoing growth
and success of the business.
The Restructure effectively values the equity of the WasteCo business at $25.2 million, plus an
additional $4 million to redeem the Mandatory Convertible Notes recently issued by WasteCo. The
total $29.2 million acquisition price will be satisfied by the issue of 504 million shares in the Company
to the Vendors for the $25.2 million purchase price, and the issue of an additional 80 million shares in
the Company to redeem the Mandatory Convertible Notes, with all such new shares having an issue
price of $0.05 per share.
The issue price of $0.05 per share effectively values the intangible value of the Company as a “listed
shell” at approximately $668,000. In the Board’s opinion, this represents a fair valuation of the
Company.
As at 31 March 2022, the WasteCo Group had consolidated total assets of $34.45m, $32.16m total
liabilities, $16.71m borrowings, and total equity $2.28m. The Restructure will significantly strengthen
the Company’s financial position. Following the Restructure, the Company will have equity of
approximately $33.4m and cash of approximately $4m.
Board recommendation
Having regard to the business opportunity afforded to the Company by the acquisition of the
WasteCo Group, the exciting sector in which the WasteCo Group operates, the historical financial
performance and growth that the WasteCo Group is experiencing and the prospects for the WasteCo
Group in the future, the Board considers that the acquisition of the WasteCo Group represents an
exciting opportunity for the Company and its shareholders.
The Board recommends that all shareholders read this Profile together with the Independent
Advisor’s Report and Appraisal Report that accompany the Notice of Meeting.
The Board of Goodwood Capital Limited is very pleased to present the WasteCo acquisition to
shareholders for their consideration. We encourage shareholders to approve all of the resolutions at
the Special Meeting.
Yours sincerely
Sean Joyce
Chair
Goodwood Capital Limited
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WasteCo Group
5
3. BACKGROUND
INTRODUCTION
Goodwood Capital Limited (Company) is
listed on the NZX Main Board. The Company
is currently a shell company, with no trading
activity or assets apart from a nominal amount
of cash.
On the date of completion of the Reverse
Listing, the Company will have debt not
exceeding $656,000, of which circa $550,000
is currently owed to Mounterowen Limited
(Mounterowen Indebtedness), a company
associated with Sean Joyce, a director of
the Company. Otherwise, the Company’s
liabilities are minor trade creditors relating to
maintaining its status as an NZX listed company.
In 2020, Mounterowen negotiated to acquire
all third party debt owed by the Company (then
Snakk Media Limited) whilst the Company
was in liquidation, as a pre-condition to
organising for the Company to be removed
from liquidation in October 2020. Since that
time, Mounterowen has continued to fund
the ongoing costs of the Company, i.e. NZX
listing fees, share registry fees, audit fees,
accounting fees, directors’ fees and other costs,
the intention being that the Company would
ultimately find a suitable business to merge
with, or acquire.
As previously advised to its shareholders
(Shareholders), the Company has been actively
seeking to find a business to invest in, or
to undertake a reverse listing of a business
seeking to list on the NZX Main Board.
On 26 April 2022, the Company announced
to NZX that it had reached a conditional
agreement to acquire 100% of WasteCo
Holdings NZ Limited (WasteCo) via a proposed
‘reverse listing’ (Reverse Listing). WasteCo
owns 100% of a number of operating subsidiary
companies that together undertake a range
of business activities associated with waste
and refuse collection, recycling and disposal,
street cleaning, and other industrial services
(together, the WasteCo Group) throughout the
South Island. As such, the WasteCo Group will
also be acquired by the Company if the Reverse
Listing goes ahead.
If the Reverse Listing completes, the Company
will be renamed WasteCo Group Limited, and
its NZX ticker code will be changed to ‘WCO’.
This document (Profile) has generally been
prepared as if the Reverse Listing had already
completed. When reading this document,
references to the Company should be read as if
it had acquired the WasteCo Group, unless it is
stated otherwise or the context requires.
This Profile should be read together with the
information contained in the Notice of Meeting
which it forms a part of.
OVERVIEW
In a ‘reverse listing’, a listed company (in this
case, the Company) acquires a private company
(in this case, WasteCo, and by extension the
WasteCo Group), and pays for the acquisition
by issuing shares in itself to the vendors of the
private company. The effect is that the private
company becomes a subsidiary of the listed
company and ‘reverse lists’, and the vendors of
the private company become shareholders of
the listed company.
If the Reverse Listing completes:
• The existing shareholders of WasteCo
(Vendors) will be issued 504,000,000
fully paid ordinary shares of the Company
(Consideration Shares) at an issue price of
NZ$0.05 per share as consideration for all
of the shares in WasteCo (and indirectly,
the WasteCo Group). The valuation for the
Consideration Shares is therefore $25.2
million. In addition, the Company will issue
80 million fully paid ordinary shares of the
Company to the holders of $4 million of
Mandatory Convertible Notes previously
issued by WasteCo. The Company therefore
proposes to acquire 100% of the shares in
WasteCo for an aggregate purchase price of
$29.2 million.
• $531,803 of the Mounterowen
Indebtedness shall be capitalised into
ordinary shares in the Company by issuing
10,636,073 fully paid ordinary shares in the
Company to Mounterowen (Capitalised
Debt Shares) at an issue price of NZ$0.05
per share. The balance of the indebtedness
of the Company to Mounterowen and
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6
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others will be paid shortly after the date of
the completion of the transaction.
• Following completion of the transaction,
GWC will effectively acquire all the assets
and assume all the liabilities of WasteCo.
As at 31 March 2022, the WasteCo
Group had consolidated total assets of
$34.45m, $32.16m total liabilities, $16.71m
borrowings, and total equity $2.28m.
• The Company will additionally issue a
further 80 million new fully paid ordinary
shares in the Company (Placement Shares)
to certain wholesale investors (as that term
is defined in the Financial Markets Conduct
Act 2013) at an issue price of $0.05 per
share to raise $4 million of additional
new capital for the Company post
completion of the Reverse Listing. Due
to the regulatory framework associated
with reverse listing transactions, GWC
is restricted from raising new capital via
an offer to all existing shareholders of
GWC, or other members of the public, in
conjunction with the completion of the
transaction.
The Vendors will own approximately 74%
of the Company assuming that the Reverse
Listing completes, the Capitalised Debt
Shares are issued and the Placement Shares
are issued in full.
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WasteCo Group
7
OVERVIEW OF THE WASTECO GROUP
The WasteCo Group is comprised of WasteCo Holdings NZ Limited and six wholly owned subsidiary
companies – WasteCo NZ Limited, WasteCo NZ (Southern) Limited, WasteCo Port Services NZ Limited,
WasteCo Finance NZ Limited, SafeCo Training NZ Limited and SortCo NZ Limited, all of which are New
Zealand incorporated companies.
The following diagrams show the structure and ownership of the Company and of the WasteCo
Group, both before and after the Reverse Listing.
4. THE WASTECO GROUP AND WHAT IT DOES
WASTECO GROUP STRUCTURE
BEFORE REVERSE LISTING
Goodwood Capital Limited, NZX �cker "GWC"
GWC
Shareholders
COMPANY STRUCTURE
WasteCo Finance NZ LimitedSafeco Training NZ LimitedSortCo NZ Limited
WasteCo Port Services
NZ Limited
WasteCo NZ (Southern)
Limited
WasteCo NZ Limited
100%100%100%
100%100%100%
En��es associated with the Shareholders
and holders of MCN's
WasteCo Holdings NZ Limited
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8
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AFTER REVERSE LISTING AND PLACEMENT
WasteCo Finance NZ LimitedSafeco Training NZ LimitedSortCo NZ Limited
WasteCo Port Services
NZ Limited
WasteCo NZ (Southern)
Limited
WasteCo NZ Limited
100%100%
100%
100%
100%100%100%
WasteCo Holdings NZ Limited
WasteCo Group Limited
NZX �cker - "WCO"
(formerly Goodwood Capital Limited)
Exis�ng GWC Shareholders
(1.94%)
WasteCo Shareholders, MCN Holders
and Mounterowen Limited
(86.43%)
New Shareholders
from placement
(11.63%)
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WasteCo Group
9
NATURE OF THE WASTECO GROUP’S
OPERATIONS AND MAIN ACTIVITIES
The business operations of WasteCo comprise:
• Environmental services, which comprise
the following operations:
- Waste collection via front load bins, hook
bins, skip bins and wheelie bins from both
commercial and private customers.
- A large gantry collection operation in
Christchurch.
- Road sweeping for Councils and
commercial customers. WasteCo operates
an extensive sweeping operation in the
South Island.
- Waste sorting and diversion. WasteCo
operates a 3,600 square metre dedicated
sorting facility in Christchurch with a strong
focus on diversion from landfill. WasteCo
is currently achieving global diversion in
excess of 50% of waste away from the
landfill.
- A new specialised facility for the
collection and treatment of medical and
quarantine waste, which has recently been
implemented by WasteCo.
• Industrial services, which comprise the
following operations:
- High pressure water blasting, urgent spill
response services, septic tank cleaning and
portaloos. These services are offered on
a 24/7/365 basis. WasteCo is one of the
largest providers of industrial services in
the South Island.
- Port services. WasteCo provides
maintenance, cleaning and auxiliary
services to several Ports and shipping
companies in the South Island.
- Training services. WasteCo provides
internal and external training courses,
both to its own staff and to third party
organisations.
In the financial year ended 31 March 2022,
the proportion of total revenues generated
from the two principal service sectors were
approximately as follows:
• Environmental services – 72%
• Industrial services – 28%
Description of business activities by division
ENVIRONMENTAL SERVICES - WASTE
Waste collection
WasteCo provides waste collection services
from Balclutha to Christchurch and everywhere
in between via front load bins, hook bins,
skip bins and wheelie bins for both council,
commercial and private customers.
It utilises a modern fleet of collection vehicles
that are all driven by highly skilled and industry
experienced drivers, many of them with over
30 years’ experience in the waste industry.
Waste sorting and diversion
WasteCo operates a 3,600 square metre
sorting facility in Christchurch and is currently
achieving global diversion in excess of 50% of
waste away from the landfill.
It was a dream of the WasteCo founders when
the business started collecting waste that the
company should be instrumental in diverting
that waste from landfill, and WasteCo has
spent the last 4 ½ years working towards
fulfilling this dream. The WasteCo business
has plenty of scope for further innovations
and opportunity to ensure it can replicate its
success in Christchurch at other centres where
it collects waste, including Dunedin where a
“Sort Centre” has been established to further
this diversion goal.
ENVIRONMENTAL SERVICES –
SWEEPING
Sweeping Services
WasteCo provides road sweeping, footpath
sweeping, dust free sweeping and scrubbing
services for both Councils and commercial
customers. It operates a large sweeping
operation in the South Island, currently
covering sweeping for councils from Mackenzie
District Council up through to Timaru District
Council and into Ashburton District Council,
then through to Selwyn District Council and in 3
locations for the Christchurch City Council, their
Northern & Central Contracts as well as Banks
Peninsula. WasteCo also provides sweeping,
and related services, for many commercial
customers and contracting firms covering
sweeping services as diverse as shopping
centre carparks to chip collection from roading
and re-sealing projects.
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Training services
WasteCo provides both internal and external
training courses, to its own staff and to third
party organisations. This training has initially
been largely focussed on traffic management
however it is intended that these training
services will expand to include training courses
for forklift and wheels, tracked and rollers
(WTR) endorsements, confined space entry and
working at heights.
INDUSTRIAL SERVICES
High pressure water blasting, urgent spill
response services, vacuum loading, septic
tank cleaning & portaloos
WasteCo provides a range of industrial services,
including high pressure water blasting, urgent
spill response services, vacuum loading, septic
tank cleaning and portaloo hire which due to
their nature are offered on a 24/7/365 basis.
WasteCo is one of the largest providers of
industrial services in the South Island with
customers that range from small dairy sheds
to large dairy product manufacturers and
everything in between.
Capacity in the water blasting arena means
that the WasteCo business is capable of small
blasting jobs through to hydro demolition jobs,
using gear with up to 20,000 psi of pressure.
Vacuum loading work is a key skill possessed
by the WasteCo Team, with councils and
commercial customers all over the South Island
utilising their services for everything from
sump cleaning to bitumen tank clean ups.
Port services
WasteCo provides maintenance, cleaning and
auxiliary services to several ports and shipping
companies in the South Island, providing skilled
men, women and machinery to assist with
cleaning in some of the harshest environments
possible; assisting fishing vessels, bulk
transport ships and cement carrying ships to
come in dirty and leave in a pristine condition.
Medical and Quarantine Waste
WasteCo has recently implemented a new
facility for the collection, treatment and
disposal of medical and quarantine waste in
Christchurch.
WasteCo is only the second provider of these
types of services in both the South Island and
New Zealand as a whole, which will ensure a
credible alternative is in the market to provide
these services to companies as small as a tattoo
parlour and as large as a District Health Board.
Key milestones in the history of WasteCo
The following tables illustrates the historical
timeline for the achievement of certain
milestones in the WasteCo operations since the
date of its incorporation in 2013:
DateNature of Milestone
August 2013WasteCo NZ Limited was incorporated
September 2013WasteCo purchased its Christchurch Sweeping operation
November 2013WasteCo acquires its first additional sweeper truck
February 2014WasteCo acquires its first gantry bin
31 March 2014WasteCo turns over $404,000 for the financial year (its first and only a partial
financial year), and has 4 employees
31 March 2015WasteCo turns over $1,135,000 for the financial year, and has 8 employees
May 2015WasteCo acquires its second additional sweeper truck
March 2016WasteCo forms its Port Services Division
31 March 2016WasteCo turns over $1,791,000 for the financial year, and has 10 employees
April 2016WasteCo secures an on road maintenance contract with HEB Construction/Selwyn
District Council, representing a 5 year contract
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11
October 2016WasteCo acquires its first front-end loader truck
31 March 2017WasteCo turns over $3,525,000 for the financial year, and has 19 employees
September 2017WasteCo secures Clutha District Council and Waitaki District Council curb-side
collection contracts through to 2023
December 2017WasteCo consolidates its five Christchurch based premises into one premises at
Blenheim Road, Christchurch, and commences its first waste sorting operation
31 March 2018WasteCo turns over $4,860,000 for the financial year, and has 31 employees
May 2018WasteCo launches its Industrial Services Division
31 March 2019WasteCo turns over $7,335,000 for the financial year, and has 41 employees
March 2020WasteCo acquires the “Mainly Waste” gantry business in Christchurch
31 March 2020WasteCo turns over $8,393,000 for the financial year, and has 51 employees
December 2020WasteCo secures HEB Construction/Ashburton District Council roading maintenance
contract for a five year term
December 2020WasteCo is formed and the WasteCo Group is restructured with WasteCo as the
ultimate parent company of the WasteCo Group
31 March 2021WasteCo turns over $10,334,000 for the financial year, and has 96 employees
June 2021WasteCo acquires “Duffy Bins” in Dunedin
June 2021WasteCo renews its on road maintenance contract with HEB/Selwyn District Council,
for a further 5 year term
August 2021WasteCo opens its 3,600 square metre Kilronan Sort Centre in Christchurch
August 2021WasteCo launches its STMS (site traffic management supervisor) training division
October 2021WasteCo acquires “Otago Skip Hire” assets
October 2021WasteCo acquires “City Care” – as part of this acquisition it secures the Christchurch
City Council (Northern) roading maintenance sub contract
WasteCo secures Timaru District Council roading maintenance sub-contract
WasteCo secures Bank’s Peninsula roading maintenance sub-contract with
Christchurch City Council
November 2021WasteCo opens its medical and quarantine waste processing facility in Christchurch
WasteCo secures Mackenzie District Council roading maintenance sub-contract
31 March 2022WasteCo turns over $18,777,000 for the financial year and has 166 employees
WasteCo acquires “Total Waste Solutions” assets
As is apparent from the key milestones outlined
above WasteCo has grown both organically
and by acquisition of assets. Acquisition of
assets, and arranging funding for those assets
is a core part of the ordinary course of business
activities of WasteCo. This Profile does not
contain particular financial disclosures of the
acquisitions. However note 20 to WasteCo’s
audited group financial statements for the
period ending 31 March 2022 sets out a
summary of the identifiable assets acquired by
WasteCo from four acquisitions made in the
financial year ended 31 March 2022, including
assets relating to “Total Waste Solutions” and
“City Care”.
While the Board of GWC does not consider
it material information, GWC notes both
the “Total Waste Solutions” and “City Care”
acquisitions involved purchases of tangible
assets, including gantry skip trucks, front loader
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Key Values of WasteCo
WasteCo aims to be one of New Zealand’s
leading specialised waste collection, recycling
and industrial services businesses with a focus
on people, the environment, innovation and
service.
People
• WasteCo’s mission statement is that
“everyone has the right to return home safe
and healthy every day”
• WasteCo’s operations are focused
on maximising safety and minimising
environmental harm
• WasteCo works with its customers to
reduce their operating costs and improve
their business sustainability
• WasteCo prides itself on a very engaged
and satisfied employee and customer base,
built around a strong culture of delivering
the “YES” and “doing what we say we will
do”
• WasteCo has a senior leadership team with
significant sector experience, supported
by a team that is provided with extensive
ongoing safety and training opportunities
Environment
• WasteCo strives to minimise the
environmental impacts of waste
management, including reducing landfill
requirements, greenhouse gas emissions,
toxic and hazardous waste, water and air
pollution
• WasteCo is a large service provider in
Canterbury and is currently the only waste
provider offering intensive sorting of
building and demolition waste
• WasteCo is also a member of WasteMINZ
(the New Zealand representative body of
waste, resource recovery and contaminated
land sectors) and has achieved a Diamond
Level Toitū Enviro-Mark Certification
• WasteCo’s recycled commodities reduce
demand for primary raw materials and, in
turn, the associated impacts of producing
new materials
• WasteCo actively helps its customers and
partners to achieve their sustainability
goals
• WasteCo’s Christchurch sorting facility
diverts more than 8,000 tonnes of waste
per annum from the Kate Valley landfill,
with the business continually seeking
new technology and methods to divert
or reduce waste to landfill and transfer
stations including sorting, shredding,
compaction and bailing
Service and Innovation
• WasteCo focuses on exceeding client
delivery expectations with a proven track
record of providing innovative solutions
and the highest standards of work and
services reliably and consistently
• WasteCo has developed a reputation for
trust, demonstrated through strong and
growing customer relationships built on
WasteCo’s service offering – the business
has a dedicated and nimble team
• WasteCo is constantly looking for new ways
to implement smarter business through
collaborative relationships with customers
and end users
• WasteCo is implementing a digitisation
strategy as a key enabler of value creation
including the use of apps, GPS tracking
and process automation which also allows
increased service communication with
customers
trucks, skips, sweepers and water blasting
trucks, with minimal goodwill. The acquisitions
were also consistent with the approach taken
to similar acquisitions undertaken in the
ordinary course of business of WasteCo for
several years.
To see the additional detail in note 20, see
the audited consolidated financial statements
available for viewing at https://www.nzx.com/
companies/GWC/documents.
The WasteCo Group currently has a team of
approximately 199 full time employees. James
Redmayne, Chief Executive Officer and Carl
Storm, Chief Operating Officer are responsible
for managing the overall business operations of
the Group and have between them more than
47 years’ experience in the industry.
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13
Sustainability / Green / Environmental Focus
Since day one, WasteCo has been focussed on
the steps it can take to have a positive effect
on the environment. The WasteCo vision,
before it had even collected 1kg of waste, was
to divert waste from landfill, something that
is now being achieved in spades, with over
8,000 tonnes currently diverted from landfill
each year through WasteCo’s waste sorting
operations.
Waste doesn’t just come from a building site or
someone’s garage, it also comes from cleaning
and is a significant by-product from WasteCo’s
industrial services offering, which gives
WasteCo a range of opportunities to remediate
and treat waste to ensure that the business is
reducing all waste to its most minimalist form
before it is finally deemed non-divertible. A
working example of this is WasteCo’s treatment
of used oil and diesel, retrieved from vessel
(ship) cleaning and also from service stations
and garages. WasteCo takes this oil and diesel
waste and processes it in such a way that any
water is removed (reused) and contaminants
are filtered out so that the end product can be
used as a boiler fuel or, in some cases, sold to
end producers of bio diesel.
As the WasteCo business expands into other
areas and diversifies into larger contracts,
it has been able to grow its vehicle and
machinery fleet using the most modern Euro
rated engines available for its larger trucks
and take advantage of the benefits available
from utilising electric vehicle technology as it
has emerged. These benefits are expected to
speed up and intensify in the coming years with
the emergence of hydrogen powered vehicles,
in addition to increased capabilities of electric
vehicles.
The WasteCo leadership recognised at a very
early stage that being certified and audited
against various industry standards was an
opportunity to provide added comfort to its
customers and partners, and more importantly,
to demonstrate that the business both walked
the walk and talked the talk. To this end,
WasteCo has established a specific compliance
officer role, with a specialised employee
(Dave Oberholzer) having key responsibilities
for health, safety, environment, quality and
compliance across the business. This role is
all about people and the environment and
Dave has been instrumental in putting in place
processes and procedures needed to ensure
that WasteCo could meet the high standards of
a Toitū Enviromark audit, which has seen them
come out at the very top of their class with a
Diamond accreditation. WasteCo is currently
the only waste / industrial company in New
Zealand to have achieved this level of Toitū
environmental certification.
WasteCo has more recently recognised a key
need in its sustainability drive with the addition
of a role very specific to sustainability and
education. This role is all about education;
education of its (WasteCo’s) people, its
customers and its events organisers, to
facilitate actions that they can take in
conjunction with the business to make a
difference to the world we live in.
WasteCo is at the forefront of events based
waste management in Canterbury and through
this avenue it is able to be part of initiatives
that see the business sorting waste on site at
events and diverting upwards of 85% of events
based waste from landfills.
Our resources are precious, WasteCo
understands that 100% and the business is
committed to using its skills and expertise to
ensure that is an educator, influencer and a
game changer in sustainability.
MATERIAL PURCHASES OF ASSETS BY
WASTECO GROUP
WasteCo has undertaken a number of
acquisitions since its inception in 2013 which
are detailed in the table on pages 10-11.
However, given the frequency and the modest
size of those acquisitions, WasteCo considers
that each of these acquisitions comprise a
purchase carried out in the ordinary course of
its business and as such, they are not material
to the WasteCo business as a whole.
SECTOR OVERVIEW
Environmental services - Waste and Refuse
The waste and refuse sector in New Zealand
comprises primarily the collection, processing
and disposal of waste and refuse.
The two largest participants in the New
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Zealand industry are overseas owned. These
operators have significant footprints nationally.
Aside from these large players, there are
a number of significant, but much smaller
market participants, most of which do not have
nationwide coverage.
There are also a multitude of smaller market
participants in various regions and cities within
New Zealand. WasteCo has a meaningful
footprint across the major city centres in the
South Island.
Industrial Services
Industrial services primarily comprise the
cleaning, maintenance and servicing of
commercial and infrastructure assets in New
Zealand.
There are three large national market
participants, and a significant number of
smaller operators in this market.
CURRENT AND FUTURE KEY ASPECTS
OF THE WASTECO GROUP’S BUSINESS
The current and future aspects of the WasteCo
Group’s business that will have the most
impact on the financial performance of the
WasteCo Group are:
Continued Market Penetration
The ability to continue to achieve market
penetration in South Island markets will be of
significant importance to the WasteCo Group’s
success in those markets.
Innovation & Category Expansion
The waste and refuse industry is always
changing. WasteCo will therefore need to
be focused on understanding, and investing
in, new trends and innovation. Prioritising
investment into understanding what could
be next for the WasteCo’s existing operations
through new service development, recycling
and sustainability will be important to the
ongoing growth and success of the business.
People & Knowledge
A critical aspect of the success of the WasteCo
brand will be WasteCo’s ability to continue to
provide an excellent service to its customers,
and in turn to support and foster the financial
performance of its business.
Channel Development & Coverage
A key focus of the WasteCo Group is growing
its existing geographical network in the South
Island. WasteCo Group considers there are
a number of opportunities outside of its
existing regions which may be of interest to the
WasteCo Group in the future. Resources within
the business are able to be flexibly deployed
to cater to growth from existing and to enable
new channel opportunities.
KEY STRATEGIES AND PLANS FOR KEY
ASPECTS OF THE BUSINESS
Revenues generated from “business as
usual” activities
The most significant opportunity immediately
available to the WasteCo Group is the
continued provision of WasteCo’s services to
its customers throughout the South Island of
New Zealand, recognising the size of the waste,
refuse and industrial services market in New
Zealand.
In addition, the Vendors consider that the
growing global trend for corporate and
retail consumers to focus on recycling and
sustainability presents significant opportunities
for WasteCo to launch into complementary
verticals.
The WasteCo Group has an exciting
opportunity, as a relative newcomer to the
sector and with its strong brand identity, to
grow verticals and to increase its existing
market share. The Vendors consider that this
can be achieved through an extensive brand
and marketing campaign that promotes the
brand ethos and the focus on the provision of
a quality timely service as well as continuing to
establish a premium brand across the waste,
refuse and industrial services sectors.
The Company has current plans to:
• Expand its pipeline of waste contracting
opportunities;
• Obtain additional market share in industrial
services (particularly cleaning across the
rural sector).
Innovation & Vertical Expansion
WasteCo has identified further opportunities
to expand its brand presence in the waste,
refuse and industrial services space, through
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15
the provisions of additional services and by
continued innovation.
As further set out in Section 4 (The WasteCo
Group and what it does), the WasteCo brand
currently has a range of business divisions.
Although not an immediate focus, the Vendors’
view is that WasteCo Group will be able to
innovate by leveraging the WasteCo platform
and entering into new complementary verticals
outside of the existing waste, refuse and
industrial services sectors.
Geographical Expansion
Currently, the WasteCo Group’s activities are
domiciled in the South Island – primarily in
Christchurch, Ashburton, Timaru, Oamaru,
Dunedin and Balclutha.
The Vendors believe that there is opportunity
to launch the WasteCo Group’s services into
other regions within the South Island, and
while not presently a focus for the WasteCo
Group, also potentially into the North Island,
which represents a materially larger market
given the population and industrial density in
the North Island.
Efficiencies of Scale and improved Margin
with increased size
The Vendors’ view is that WasteCo should be
well placed to increase its direct gross margins
as the volume of business generated by its
operations grows.
Acquisition Opportunities
Since the commencement of its business, the
Waste Co Group has acquired a total of 8 new
businesses, varying in size from circa $200,000
to $3.75 million (on acquisition). WasteCo
believes that it has established a track record of
successfully integrating such acquisitions into
its existing operations.
The Vendors consider that there continue to
be many complementary business acquisition
opportunities in the market, in part due to the
fragmented nature of the waste and refuse
industry in New Zealand. They believe that
they have the necessary skills and expertise to
identify suitable acquisition targets, negotiate
a “fair value” acquisition, and integrate those
new businesses into the WasteCo operations.
In addition, the Vendors believe that, if the
Reverse Listing completes, the ability of
WasteCo going forward to offer shares in a
listed company (WCO) as partial consideration
to fund the acquisition price for future
acquisitions, will also be attractive to many
vendors of suitable businesses who still wish to
retain some exposure to the waste and refuse
sector following the sale of their business.
Further investment in plant and
infrastructure
As part of its overall growth strategy, WasteCo
considers that it will need to continue to invest
in its plant and infrastructure assets, and in
particular the following:
• New investment in medical and quarantine
equipment;
• Increased investment in recycling
capabilities;
• Expansion of its existing Christchurch
sorting facility;
• Establishment of a further network of
strategically located sorting facilities to
support growth opportunities;
• New sweeping equipment;
• New high pressure blasting equipment;
• New hydro excavation equipment.
POST-COMPLETION BOARD OF
DIRECTORS
If the Reverse Listing completes, James
Redmayne, Shane Edmond and Carl Storm,
who are currently the directors of WasteCo,
will all become directors of the Company.
Existing director of the Company, Sean Joyce,
will step down. Existing independent directors,
Angus Cooper and Roger Gower, have agreed
to continue as directors. From the time
of completion of the Reverse Listing, Shane
Edmond will be appointed as non-executive
chair of the Company.
Both James Redmayne and Carl Storm, who
will continue in their roles as CEO and COO
of the Company respectively, are subject to
non-solicitation clauses incorporated in their
employment agreements with WasteCo. These
non-solicitation clauses come into effect for six
months from the date of the cessation of their
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employment with WasteCo Group. The other
proposed directors will not be subject to any
such restrictions.
A brief biography of each of the post-
completion directors follows:
Shane Edmond
Shane became a shareholder of WasteCo in
December 2020. Shane has had extensive
experience in the financial markets having
worked in London and New Zealand for over 30
years. Shane is currently an executive director
of Forsyth Barr Limited.
He was previously a member of the Financial
Market Authority’s Code Committee for
Financial Advisers for seven years. Shane has a
number of private investments in New Zealand.
James Redmayne
James had 18 years of Cost and Management
Accounting experience under his belt before
embarking on the WasteCo journey, working
in industries as diverse as banking, foreign
exchange, broadcasting and pharmaceuticals
as well as manufacturing entities involved in
carpets, food and engineering.
James loves getting to know the numbers and
understanding what can be done operationally
and from a process point of view to positively
influence results; he understands that people
are the most precious resource any company
can have and gets a real kick out of helping
them understand what influence they have on
the numbers from their actions. James, like
Carl, is a key member of the Senior Leadership
Team for WasteCo.
Working in the waste, sweeping & industrial
services arena has given James lots of
opportunity to work with some amazing people
from a very broad spectrum of the community
and industry; an opportunity that has definitely
become a passion that revolves around
the “family” of WasteCo and the amazing
opportunities that he and the team are able to
take advantage of to positively influence our
community.
James works in the WasteCo business with
his wife Sam. They are supported by two
astute young men, Mitch who is in year 11 at
high school and Haz who is in his first year of
university studying engineering.
Carl Storm
Carl is an extremely motivated, highly
energised, and focused leader who thrives
on finding solutions to challenges. Carl has
a lifetime of experience in the waste and
recycling sector starting his first company at
16 while still at school. Carl is an inspirational
leader of people and highly skilled in crisis
management. He is an experienced Company
Director and a valuable part of the WasteCo
Senior Leadership Team.
Carl has worked for himself since an early
age when he was recognised as an innovator
and entrepreneur. After selling two start-up
companies he went on to work for Fulton
Hogan / EnviroWaste, Metro Waste and Veolia
where he developed the skills to run larger
companies and the disciplines required to
succeed in all conditions and environments.
During his time in Auckland he studied part
time at the University of Auckland.
Carl works in the WasteCo business with his
wife Dawn and they have 3 grown up children,
Sarah (& Tim) who themselves have 4 children
and run their own landscaping business, Harry
who is a Police Officer in South Auckland and
Jack who recently started an apprenticeship in
the building industry.
Carl and Dawn Storm were adjudicated
bankrupt in 2010 after some property deals
were adversely affected by the GFC.
Angus Cooper, Independent Director
Angus has 30 years of commercial experience
in the public company arena — the majority of
which being in strategic General Management
roles within EBOS Group Limited. He was also
GM of Mergers and Acquisitions for over 10
years, completing 25 acquisitions and five
divestments for the group.
More recently, Angus has worked in an advisory
capacity for Synlait Milk, assisting with its
acquisition of Dairyworks and Talbot Forest
Cheese and its divestment of Deep South
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17
CORPORATE GOVERNANCE
On completion of the Reverse-listing, the
Company will continue with the corporate
governance policies available to view at
https://goodwoodcapital.co.nz/corporate-
governance/. The Company will substantially
apply with the recommendations of the NZX
Corporate Governance Code, except that the
chair, Shane Edmond, will be a non-executive
director rather than an independent director
(as defined in the NZX Listing Rules), as a
consequence of the material shareholding held
by his interests.
PROPOSED KEY EXECUTIVE
MANAGERS
Post completion, James Redmayne will
continue in the role of Chief Executive Officer
and Carl Storm will continue in the role of Chief
Operating Officer (in addition to their roles as
executive directors of the Company).
The following personnel will hold senior
management positions within the Company
post completion of the Reverse Listing:
Sam Vanderpyl – Chief Financial Officer and
Company Secretary
Sam has worked in finance over the past
8 years gaining experience across a range
of industries. Currently the CFO, Sam is
responsible for overseeing the finance and
accounting function of the WasteCo Group.
The role includes forecasting, risk management,
acquisitions, analytical review, group financial
statement reporting, as well as looking to the
future in updating and implementing systems
and processes to continue to enable WasteCo’s
growth.
Prior to WasteCo, Sam spent time as a
Consultant at Deloitte, working with a
number of New Zealand businesses providing
accounting and business support. Post
Deloitte, Sam spent a number of years
working for the Mike Pero Group as a Financial
Accountant, and then Business Analyst.
These roles involved implementing various
system and process changes, introducing
new analytical reporting tools, and helping
to manage the transition of the real estate
business into the wider Mike Pero Group.
Sam holds a Bachelor of Commerce degree in
Accounting, and Finance from the University
of Canterbury, and is a qualified Chartered
Accountant (CA).
Hamish Sheppard: Heavy Industrial –
Operations Leader
Hamish joined WasteCo in 2018 to kick start
its industrial services offering. He came to
WasteCo with a wealth of knowledge and
depth of experience in both hands-on tasking
but also people management and contract
leadership that is hard to match in the industry.
Hamish is an ambitious manager and leader
that strives to always do things better than
the last person; he doesn’t believe in failure.
Ice Cream. Complimenting his executive and
management experience, Angus was a director
of Animates Pet Stores for over seven years.
He has broad experience across a range of
sectors including: retail, healthcare products,
pharmaceuticals, FMCG, scientific, dairy
logistics, automotive, engineering, print / pre-
press and animal care.
Roger Gower, Independent Director
Roger Gower, has wide experience as a
company executive, director and Chairman
in both public and private companies. Roger
has been a director of the Company since 19
October 2020.
He is currently also Chairman of PrimePort
Timaru Limited and New Zealand Food
Innovation Auckland Limited (the Food Bowl).
Roger is also an independent director of NZX-
listed Me Today Limited and the Chief Executive
of New Zealand’s Best Food & Beverage Limited
(which has developed wellbeing products
under the Douglas Nutrition brand). He was
also Chairman at the juice company Charlie’s
which listed in 2005 and, prior to that, had a
corporate career in logistics and transportation.
Roger has a BCom from the University of
Auckland, an MBA from Massey University and
an MPhil from the University of Cambridge.
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He is client focussed and believes that you
need to lead from the front to have a great
team. He has a passion for industrial services
and contract management, giving him the
motivation to excel at every project he faces.
Hamish has over 15 years’ experience in the
industrial services sector.
Hamish leads a team of 30 very hard working
and focussed individuals, who together gel to a
fantastic team; he is responsible for operations
in both Christchurch and Timaru and also
oversees Dunedin operations in relation to
portaloo services and the businesses start up
industrial Dunedin branch.
Misty Soper: ES Sweeping – Sales &
Operations Manager
Misty leads the WasteCo Sweeping Division
and is a self-driven leader with a passion for
what she does, her philosophy being to “Drive
Success with Passion”. Misty leads a crew of
over 30 people spread across Christchurch,
Ashburton & Timaru. She oversees 17 road
sweepers and numerous smaller sweepers
and scrubbers as well as being the Contract
Manager for all of WasteCo’s roading and
maintenance contracts.
Misty started her career in the hospitality
sector before moving into maintenance with
City Care where she commenced as a labourer
on the back of a sweeping truck and ended up
involved with running operations. Misty joined
WasteCo to further her career and take up the
new challenges that the business offered.
Misty is an invaluable member of the WasteCo
Group’s Senior Leadership team.
Jasmine (Jaz) Etherington: ES Waste –
Operations Manager (Canterbury)
Jaz is another example of excellence in
leadership, drive and passion. She heads up the
Waste Division and is responsible for over 30
people in Christchurch, including the call centre
and dispatch operations.
Jaz also began her career in the hospitality
sector before moving into a waste focussed role
with New Zealand’s largest waste management
company, initially as a call centre operator. She
worked her way up to a dispatcher role and
from there into a commercial customer service/
operations support role, and is currently jointly
responsible for delivering the waste collections
contract for the Christchurch City Council.
Jaz also joined WasteCo with an eye on
the future of her career, recognising the
opportunities that a dynamic company like
WasteCo has to offer.
Jaz leads her teams with passion, drive and a
very level head, and is a key member of our
Senior Leadership team.
Rodney White: SortCo - Manager
Rodney is a high energy manager and has
proven success in building and motivating
dynamic teams.
Rodney is able to cultivate a company culture in
which team members feel comfortable voicing
questions and concerns, as well as contributing
new ideas that will drive company growth.
Rodney has spent a large portion of his working
career in the logistics industry, with a number
of his early years also working in a startup
recycling firm. Throughout his career, he has
worked with and developed highly motivated
and successful teams and is doing the same at
WasteCo, leading the sorting team at its SortCo
Kilronan site in Christchurch.
Graeme Wilson: ES Manager – Dunedin &
Balclutha
Graeme is an extremely motivated and focused
leader who thrives on finding solutions to
challenges. Graeme has a lifetime of experience
in the transport and general freight sector. He
is an experienced company owner, running all
of his own sales and is now a valuable part of
the WasteCo Senior Leadership Team.
After selling his own start-up company, he
went on to become a Branch Manager in Otago
for a period of 11 months and then became a
Regional Manager for companies aligned to the
service industry.
Graeme is Waste’s Otago manager and looks
after Balclutha and Dunedin waste operations
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WasteCo Group
19
(including WasteCo’s start up sorting facility
in Dunedin). His background also includes
the establishment of a portaloo business in
Dunedin, along with a startup in the industrial
services sector.
David Oberholzer: Health, Safety, Quality,
Compliance & Environment Manager
Dave hails from South Africa where he worked
in the railway industry, focussing on health and
safety. Since moving to New Zealand, he has
worked predominantly in the waste industry
with a health and safety focus that has also
incorporated environmental matters. He loves
process and ensuring there is a way to do
everything that everyone can understand, he is
very forthright in his views on recycling and the
environment and is an excellent implementer
of ideas.
Kelvin Linton: WasteCo Group Fleet Manager
Kelvin is a competitive and achievement
orientated person. He has a thirst for
knowledge and constantly strives, not only to
gain new skills but, to excel at them. He has a
strong sense of loyalty and believes in abiding
by the company philosophy. He is a methodical
and systems-oriented person and likes to have
a place for everything, and everything in its
place.
He is always ready to accept new challenges
and overcome obstacles. He enjoys problem
solving and looking for improvements.
Kelvin is WasteCo’s Fleet Manager and has his
hands and eyes on every bit of kit that WasteCo
runs, whether personally in Christchurch
(where he is based) or from a supervisory point
of view at any of WasteCo’s other locations.
Hermann Rombke: Timaru Workshop + R&D
Manager
Hermann is a motivated and adaptable
manager, with a forward-thinking approach.
He exhibits a reasoned, methodical and flexible
style with a can-do attitude. This has been
tested and proven in the most complex and
demanding circumstances worldwide, where
his background and training in engineering and
mechanics were put to the test whilst working
in the British Armed Forces in many live arenas.
Hermann heads up our R&D and development
team in Timaru where he runs a workshop of
3 people and is instrumental in ensuring any
older gear is brought back up to scratch. He
also works with the businesses operational
teams to develop new, more efficient ways of
doing what they do.
HOW WASTECO WAS VALUED
The Company negotiated the purchase
price for100% of the shares in WasteCo on
a commercial arms-length basis with the
Vendors.
The $25.2 million purchase price for 100%
of the shares in WasteCo was agreed based
on the Company’s board’s evaluation of
WasteCo Group’s historical revenues and
EBITDA generated for the financial year ended
31 March 2022, and the WasteCo Group’s
potential to increase its revenues in the future,
gross margins, brand strength and future
growth potential. The sum of $25.2 million
was then aggregated with the $4 million of
Mandatory Convertible Notes previously issued
by the WasteCo Group to raise new capital, to
derive a total acquisition price of $29.2 million.
The Company’s Board is very comfortable with
this valuation methodology having regard to
the following factors:
• WasteCo Group is a well-established
business with more than eight years of
trading history;
• The earnings for WasteCo Group have
shown a steady growth trajectory since the
inception of the business operations;
• The business sectors in which WasteCo
Group operates are relatively stable and
non-volatile;
• The Company’s Board considers that
WasteCo Group has lots of opportunity to
continue to grow both organically and via
acquisitions in the future; and
• WasteCo Group has an experienced
executive team well entrenched in the
waste, refuse and industrial services
sectors.
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SUBSTANTIAL SHAREHOLDERS AND RELEVANT INTERESTS HELD BY DIRECTORS
AND SENIOR MANAGERS, ETC
Current substantial shareholders of the Company
As at 18 November 2022 the following shareholders currently have a relevant interest in 5% or more
of the shares in the Company.
Substantial product holders prior to the Reverse Listing
Product holders with
relevant interests in 5%
or more of a class of
relevant securities
Legal ownership or other
nature of the interest
Number of relevant
securities held
% of relevant securities
held (to 2 decimal
places)
Mounterowen LimitedLegal and beneficial owner2,499,99918.70%
Derek Handley and Far
East Associated Traders
Limited
Derek Handley is the legal
and beneficial owner of
500,000 shares personally.
Derek Handley is also a
shareholder of Far East
Associated Traders Limited,
which is the registered
holder of an additional
815,452 Shares. Derek
Handley has effective
control over Far East
Associated Traders Limited.
1,315,4529.84%
Total3,815,45128.54%
Substantial Shareholders of the Company if the Reverse Listing completes
If the Reverse Listing completes, the persons specified in the following table are likely to have a
relevant interest in 5% or more of the shares in the Company.
The information used to determine the particulars in the tables below is based on the following
assumptions:
• prior to raising any additional capital in the period between announcement and completion of
the Reverse Listing, the Company has 13,363,927 Shares on issue (post consolidation);
• in order to capitalise the sum of $531,803 of the existing indebtedness of the Company to
Mounterowen Limited, the Company will, at completion of the Reverse Listing, issue 10,636,073
Shares to Mounterowen Limited; and
• in order to satisfy the consideration payable to entities associated with the Vendors for the shares
in WasteCo Group, the Company will, at completion of the Reverse Listing, issue 504,000,000
Shares to the Vendors and 80 million Shares to the holders of the Mandatory Convertible Notes
previously issued by WasteCo; and
• the Company issues 80 million Shares to raise $4 million at an issue price of $0.05 per Share
before completion of the Reverse Listing.
Based on those assumptions, there will be 688,000,000 Shares on issue immediately following
completion of the Reverse Listing.
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WasteCo Group
21
Substantial product holders immediately following completion of the Reverse Listing
Product holders with
relevant interests in 5%
or more of Shares
Legal ownership or other
nature of the interest
Number of Shares held% of Shares held (to 2
decimal places)
Cullinane Steele
Trustees (2003)
Limited, Laurence
James Redmayne
and Samantha Jane
Redmayne
Legal & Beneficial Owner165,564,00024.06
C&F Trustees 35776
Limited, Carl Stephen
Storm and Dawn
Margaret Storm
Legal & Beneficial Owner158,004,00022.96
Gleneig Holdings
Limited
Legal & Beneficial Owner50,400,0007.32
Glendarvie Holdings
Limited
Legal & Beneficial Owner54,432,0007.91
Shane David Edmond
(together with
Ashvegas Limited &
Belinda Edmond)
Shane Edmond Legal &
Beneficial Owner of 50.76
m shares.
Ashvegas Legal & Beneficial
owner of 20.160m shares.
Belinda Edmond Legal &
beneficial Owner of 10.08m
shares.
81,000,00011.77
Total509,400,00074.02%
Current shareholdings held by proposed
directors and senior managers
As of the date of this Profile, the only proposed
director or senior manager that has a relevant
interest in any Shares in GWC is Shane Edmond,
who through his investment company Ashvegas
Limited, holds 400,000 GWC shares.
Shareholdings of proposed directors and
senior managers following the Reverse
Listing
Apart from those Vendors listed in the table
above, and Roger Gower who holds 2,267
GWC through an investment vehicle of his,
no proposed director or senior manager is
expected to hold any Shares immediately
following completion of the Reverse Listing.
Lock up arrangements
The Vendors have agreed that they shall
be restricted from trading 80% of the
Consideration Shares for the period
commencing on the date of the completion of
the acquisition of WasteCo Group, and ending
on the first business day after the date on
which the Company releases its preliminary
result to the market for the financial year
ending 31 March 2023 (Restricted Period). The
escrow restriction will not apply:
• When a Vendor transfers all or part of
their respective Consideration Shares to an
affiliate of theirs, provided that the affiliate
enters into a Restricted Security Deed
with GWC in relation to the Consideration
Shares transferred on the same terms as
agreed to by the Vendors for the remainder
of the Restricted Period;
• When a transfer arises directly because of
the security interest over the Consideration
Shares being enforced by a bona fide
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lender to a Vendor; or
• In relation to any full or partial takeover
offer made under the Takeovers Code or
similar scheme of arrangement, provided
that any such takeover offer or similar
scheme of arrangement is not made,
whether directly or indirectly, by a Vendor
or any affiliate of a Vendor. For clarity, if
a full or partial takeover offer is made or
proposed to be made during the Restricted
Period, directly or indirectly by a person
who is not a Vendor or an affiliate of it,
then a Vendor may sell, or agree, or offer
to sell all or any part of the Consideration
Shares to the offeror under that offer.
Options to acquire shares in the Company
In the event that the Reverse Listing completes,
it is proposed that up to a maximum of
35,200,000 new options to acquire shares
in the Company (Options) may be issued to
non-executive directors, senior executives, and
current and future employees of the WasteCo
Group during the course of the 12 month
period immediately following the completion
of the Reverse Listing.
The principal terms of the Options are as
follows:
• Nature of security: An Option to acquire
one ordinary fully paid share in the
Company;
• Exercise Price: Not less than $0.05 per
Option exercised, which shall be payable
in cash on the date of the exercise of the
Option;
• Vesting: The Options shall vest in the
Option holder over three years in equal
one third tranches – one-third on the
date of their issue, one-third on the first
anniversary of the date of their issue, and
one-third on the second anniversary of the
date of their issue.
• Term of Option: The Options must be
exercised within three years from relevant
vesting date, after which date the Option
shall lapse (unless the Option holder
ceases to be employed or engaged by the
Company or one of its subsidiaries, other
than due to death or illness, in which case
the Options that have not vested at that
time will terminate and any vested, but
unexercised Options will lapse. In the case
of death or illness, any unvested Options
will lapse and any vested but unexercised
Options must be exercised within 30 days
of the holders death or illness or those
Options will lapse).
The parties to whom the Options are to be
issued, and the amounts in which they are to
be allotted have not been finalised as at the
date of this Profile.
Director remuneration and benefits
The directors will receive the remuneration set out below.
Director or proposed
director
Director feesExpected remuneration and
value of other benefits
Nature of services
provided
James Redmayne Nil$250,000 annual salary and
$100,000 bonus, subject
to satisfying certain key
performance indicators (KPI’s)
Services commensurate
with that of a Chief
Executive Officer
Carl Storm Nil$250,000 annual salary and
$100,000 bonus, subject
to satisfying certain key
performance indicators (KPI’s)
Services commensurate
with that of a Chief
Operating Officer
Shane Edmond$85,000 per annumNilNon-Executive Chair
Angus Cooper$65,000 per annumNilIndependent Director
Roger Gower$65,000 per annumNilIndependent Director
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23
Employee remuneration over $100,000 per annum
Following completion of the Reverse Listing, the WasteCo Group expects to have 20 employees with
total remuneration in excess of $100,000 as follows.
Remuneration rangeNumber of employees
$250,000 +2
$180,000 - $189,9993
$160,000 - $ 169,9992
$140,000 - $149,9991
$130,000 - $139,9992
$120,000 - $129,9992
$110,000 - $119,9993
$100,000 - $109,9995
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Shares following Reverse Listing
Following completion of the Reverse Listing,
the Company will have 688,000,000 Shares on
issue (assuming the issue of 80 million Shares
to wholesale investors under the Placement),
which will all be quoted on the NZX Main
Board. Each Share gives the holder the right to:
• attend and vote at a meeting of the
Company, including the right to cast one
vote per Share on a poll (subject to any
voting prohibitions under the NZX Listing
Rules);
• an equal share with other Shares in any
dividends authorised by the Board;
• an equal share with other Shares in
the distribution of surplus assets in any
liquidation of the Company; and
• be sent certain information by the
Company,
in addition to other rights as a shareholder
conferred by the Companies Act 1993 and the
Company’s Constitution.
Dividend policy
WasteCo has paid minimal dividends since its
incorporation. The Vendors have no current
plans for the Company to pay dividends
following the Reverse Listing. Any profits will
be reinvested to promote the growth of the
WasteCo Group’s business. If this strategy is
successful, shareholders may benefit from an
increase in the price of Shares.
There is no guarantee that Shares will return
a dividend. Any dividends will be declared
and paid at the discretion of the Company’s
directors from time to time, and will only be
declared subject to the Company meeting
appropriate solvency requirements.
5. KEY FEATURES OF THE SHARES
No guarantee of Shares
No person or entity guarantees or undertakes
any liability in respect of the Shares or the
future value or performance of them.
Consequences of insolvency
No Shareholder will be liable to pay any further
amounts to the Company or any other person
in respect of those Shares if the Company
becomes insolvent.
In a liquidation of the Company, the claims of
Shareholders will rank equally with the claims
of other Shareholders, and after the claims of:
• persons to whom preferential payments
must be made;
• secured creditors; and
• unsecured creditors.
Alteration of Shares
The rights attaching to the Shares are
governed by the Company’s constitution, the
Companies Act 1993 and the terms under
which they have been issued. The constitution
may only be altered by special resolution of
shareholders subject to the rights of interest
groups under the Companies Act 1993, or in
certain circumstances by Court Order. A special
resolution of shareholders must be approved
by 75% of eligible shareholders voting on
that resolution. In certain circumstances, a
Shareholder whose rights are affected by a
special resolution may require the Company to
purchase their Shares.
Restriction on “same class” offer
The Company has agreed with NZX as part
of its conditions of listing that, following the
Reverse Listing, it will not undertake a capital
raising which relies on the “same class offer”
exclusion in clause 19 of Schedule 1 of the
Financial Markets Conduct Act 2013, until after
the release of audited financial statements by
the Company for the financial year ended 31
March 2023.
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25
This section contains the following financial
information about the Company and the
WasteCo Group:
• select financial information from the
audited financial statements for WasteCo
for the financial year ended 31 March
2021;
• select financial information from the
audited financial statements for WasteCo
for the financial year ended 31 March
2022;
• select financial information about the
Company (GWC) from its two most
recent audited financial reporting periods
(years ended 31 March 2021 and 2022).
Full audited financial statements for the
Company are available at
http://www.goodwoodcapital.co.nz; and
There is no financial information available in
respect of the WasteCo Group apart from the
information provided below.
If you do not understand this financial
information, you can seek advice from a
financial adviser or an accountant.
6. FINANCIAL INFORMATION
IMPORTANT INFORMATION
The information used to prepare the financial
information relating to the WasteCo Group
has been derived from the audited financial
statements prepared by the WasteCo Group.
As at the date of this Profile, the WasteCo
Group is not required to have its financial
statements audited.
The financial information below has been
prepared in accordance with NZ IFRS
accounting standards, and is GAAP (Tier 2)
compliant.
Following completion of the transaction, the
Company will prepare, and have audited,
group financial statements for WasteCo group
under Tier 1 International Financial Reporting
Standards (IFRS). To date, as a privately owned
company, the financial statements prepared for
WasteCo group have been prepared under Tier
2 IFRS standards. While there is not expected
to be any material differences in the amounts
disclosed under each tier, Tier 1 IFRS requires
greater detail in the notes to the financial
statements and certain reduced disclosure
concessions do not apply.
WasteCo Group consolidated selected financial information
WasteCo Group: Selected financial information
Financial information12 months to 31 March
2022 (audited)
12 months to 31 March
2021 (audited)
12 months to 31 March
2020 (audited)
Revenue$ 18.777m$ 10.334m$ 8.322m
EBITDA$ 3.223m$ 2.717m$ 1.958m
Net profit after tax($ 0.004)$ 0.742m$ 0.412m
Dividends on all equity
securities of the issuer
$ -$ -$ -
Total assets$ 34.445m$ 15.319m$ 9,564m
Cash and cash
equivalents
$ 0.698m$ 0.616m$ 0.247m
Total liabilities$ 32.162m$ 13.070m$ 8.584m
Total debt$ 16.713m$ 7.061m$ 5.068m
Net cash flows from
operating activities
$ 3.744m$ 3.813m$ 1,949
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The audited consolidated financial statements for WasteCo Group for FY 2022 and FY 2021 will be
available for viewing at https://www.nzx.com/companies/GWC/documents.
Note 16 of the consolidated financial statements for FY 2022 contains more detail about the
composition, interest cost and term of debt facilities of WasteCo Group as at 31 March 2022. Once
listed, WasteCo intends to seek releases of certain personal guarantees given in respect of the group’s
debt facilities.
Asset finance is ordinary in the course of WasteCo’s business, and is typical for a company such as
WasteCo.
Unaudited consolidated revenue, and EBITDA, derived from management accounts for the six month
period ended 30 September 2022 is $17.3m and $3.45m respectively. The EBITDA margin of 19.9%
for the six month period ended 30 September 2022 is similar to the previous financial year. The
Board is conscious of recent inflationary pressures, including staff and vehicle related costs, and is
actively looking to manage these where possible.
Selected financial information of the Company - GWC
Goodwood Capital: Selected financial information
Financial informationFY ended 31 March 2022
(audited)
6 months to 30 September
2021 (unaudited)
FY ended 31 March
2020 (audited)
Revenue---
EBITDA(162,928)(87,118)(316,863)
1
Net profit (loss) after tax(168,408)(89,259)(319,289)
Dividends on all equity
securities of the issuer
---
Total assets38,87350,93798,673
Cash and cash
equivalents
14,41317,11051,368
Total liabilities338,852271,767244,645
Total debt313,701260,361218,063
Net cash flows from
operating activities
(141,335)(88,658)(127,960)
Explanatory note to selected financial information of the Company:
1. The financial information for FY20, FY21 and the six months to 30 September 2021 has been
sourced from the Company’s published financial statements.
1.
Includes $(12,083) loss from discontinued operations and $(130,610) transfer from foreign currency reserve on wind up of subsidiary.
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WasteCo Group
27
Reverse Listing Agreement – contracted cash
position at completion of the Reverse Listing
Under the reverse listing agreement between
the Company and the Vendors, the Company
has certain completion obligations.
These obligations include:
• the Company having no more than
$125,000 of liabilities on the completion
date; and
• the Company, in conjunction with the
Vendors, undertaking a placement to
certain wholesale investors prior to the
completion date, from which the Company
has advised that it expects to raise $4
million.
Accordingly, if those completion obligations are
satisfied as is expected, the Company and the
WasteCo Group will together have not less than
$4 million of cash, or undrawn finance facilities
available immediately following completion of
the Reverse Listing.
At completion, the Company is required to
have no external debt (save for creditors in the
ordinary course up to a maximum of $125,000).
It is a condition of the reverse listing agreement
that at completion the WasteCo Group does
not have any related party debt (i.e debt to the
Vendors or their associates).
More information about the conditions in the
reverse listing agreement can be found on
pages 15-16 of the Notice of Special Meeting.
No future period prospective financial
information
The Vendors and the Company have resolved
to not include prospective financial statements
for the financial year to 31 March 2023.
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This section sets out a description of the key circumstances that the Vendors are aware of that exist
or are likely to arise that significantly increase the risk to the WasteCo Group’s financial position,
financial performance or stated plans.
The table below contains information which the Vendors consider relevant to an assessment of the
likelihood, nature and potential magnitude of the impact of the risks. These risks are based on the
knowledge and assessment of the directors as at the date of this Profile. It is possible that other risks
may emerge or develop over time.
Dependence on key personnel
What is the risk?The WasteCo Group’s operations are heavily reliant on certain key personnel,
including James Redmayne and Carl Storm.
If any of the key personnel were to leave the WasteCo Group, its operations and
financial performance could be adversely affected.
Why is it significant to
the WasteCo Group?
WasteCo Group is particularly dependent on its key personnel. While it is not
anticipated, if the Company loses the services of key individuals this could have a
material adverse effect on its future performance until the skills that are lost are
adequately replaced.
Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
If the Reverse Listing completes, each of James Redmayne and Carl Storm, through
their related trusts, will hold (collectively) approximately 47.03% of the Company
(assuming the Company raises $4 million through the Placement).
Accordingly, Messrs Redmayne and Storm are incentivised to deliver business
growth and achieve the WasteCo Group’s goals, which reduces the likelihood
that they will leave the WasteCo Group. Messrs Redmayne and Storm have also
entered into lock up arrangements with respect to their shareholdings which will
apply until such time as the Company releases audited its preliminary result for
the financial year ended 31 March 2023.
WasteCo holds a policy of insurance on each of the lives of Messrs Storm and
Redmayne. The redemption value for the each policy is circa $1m.
Reliance on significant contracts
What is the risk?The success of the WasteCo business is largely reliant on the ability of the business
to retain and grow existing customer relationships and develop new business.
There is no guarantee that the existing significant business contracts will be
renewed at the end of the contract terms, or if they do, that these contracts will
continue to be successful.
Why is it significant to
the WasteCo Group?
In the event that any significant contracts are not renewed or extended, this
event would have an adverse impact on the ongoing cashflow and revenues to be
generated by WasteCo.
Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
The reliance of WasteCo on its existing significant customer relationships is in part
mitigated by the diversification of its business operations (both geographically and
with new divisions) which it intends to grow further by the continued acquisition
of complementary businesses as and when identified.
7. RISKS TO THE WASTECO GROUP’S BUSINESS AND
PLANS
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WasteCo Group
29
Competition
What is the risk?The waste, refuse and industrial services sectors in New Zealand are highly
competitive.
One or more of the WasteCo Group’s competitors could seek to offer comparable
services at lower prices, which might cause downward pressure on the WasteCo
Group’s pricing and ability to create margin and revenue. One or more
competitors could also offer comparable services which are preferred by the
market leading to reduced demand for the WasteCo Group’s services, or may be
successful in securing major new contracts or developing new technologies. New
competitors may also enter the market in the future.
Why is it significant to
the WasteCo Group?
The actions of, and emergence of new competitors, may impact the prices that the
WasteCo Group can charge for its services or reduce the level of its business, both
of which could negatively impact on the Company’s business, financial condition
and results.
Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
The WasteCo brand has positioned itself with a point of difference in the verticals
in which it operates with respect to service quality, excellence, sustainability
and “look and feel” and considers it is well placed to stand out against the
competition.
The Vendors expect that they will be able to mitigate this risk given their
experience in the industry, understanding of the WasteCo Group’s sectors, and
with assistance from WasteCo’s experienced Senior Leadership Team.
Management of growth opportunities
What is the risk?As the WasteCo Group continues to expand organically and through strategic
acquisitions, it may not successfully identify the right acquisition opportunities
or manage its growth, which could lead to adverse operational and financial
performance.
While WasteCo conducts thorough due diligence as part of each proposed
acquisition, it is possible that one or more material issues or liabilities may not
have been identified, or may be more significant than expected and that WasteCo
may not be adequately compensated or protected for such issue or liability in
relation to the representations, warranties and indemnities provided by the
vendor of the relevant business.
There is also no assurance that WasteCo will be successful in continuing to secure
future acquisitions to further its future growth, nor that any historic acquisition
will continue to improve its competitiveness and profitability.
Why is it significant to
the WasteCo Group?
The WasteCo Group is always seeking to pursue substantial new growth initiatives,
including expansion into new commercial verticals and new markets within the
South Island. If the WasteCo Group succeeds, the number of customers it serves
and the operating complexities it faces will increase.
The WasteCo Group also needs to carefully and seamlessly manage the integration
of new employees from businesses acquired into their own business operations.
The WasteCo Group expects that significant growth and increased operating
complexity will place additional demands on its operating systems as well as
personnel. If the WasteCo Group’s operating systems, personnel or distribution
networks are unable to keep pace with these demands, the Company’s business,
operating results and financial condition may be materially adversely affected.
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30
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Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
The Vendors have a track record of managing the growth of their existing business
operations, and of also successfully identifying and integrating recently acquired
businesses into their own existing business operations which they intend to
continue, however there is no guarantee that WasteCo will be successful in
obtaining its operational and strategic goals through such acquisitions.
Entry into new geographic markets and new verticals
What is the risk?Expansion into new geographical markets and new verticals is difficult, and there
is a risk that the WasteCo Group will fail to successfully execute its strategy in new
markets and new verticals.
Why is it significant to
the WasteCo Group?
The WasteCo Group believes there are significant opportunities in promoting its
services in new targeted South Island and potentially North Island markets, and
also in launching new services into new verticals associated with waste, refuse and
industrial services, in which WasteCo Group does not currently participate.
Accordingly, the WasteCo Group has medium and long term ambitions to expand
into other geographical markets and other market verticals.
Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
The Vendors believe they have sufficient previous experience operating in
the WasteCo Group’s target markets, which they believe they can leverage to
successfully execute the WasteCo Group’s strategy.
The WasteCo Group’s existing capital, and additional capital to be raised by the
Company prior to completion of the Reverse Listing, will enable the WasteCo
Group to fund growth opportunities, and to employ further staff to manage
growth in these new markets and to take advantage of the contacts that the
Vendors have already established in these markets.
Regulatory Risk
What is the risk?As a large part of the WasteCo Group’s business comprises the collection, recycling
and disposal of waste and refuse, it is possible that the undertaking of those
operations may be subject to new or amended regulation, including employment,
health and safety and environmental regulation, which impose additional costs or
restrictions on WasteCo group.
There is also risk regarding potential government intervention in the manner in
which certain recycling/diversion is subsidised. This may have an impact upon the
revenues that WasteCo may ultimately derive from a particular contract.
Why is it significant to
the WasteCo Group?
The WasteCo Group believes that it complies with all applicable regulations in the
markets in which it operates. However, in the event of the introduction of new
or amended regulations, the WasteCo Group might be required to change the
manner in which it undertake is operations commercially.
Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
The WasteCo Group has a long history of expertise with respect to regulatory
compliance in the waste, refuse and industrial services sectors.
Environmental Risk
What is the risk?WasteCo’s operations are subject to significant environment regulation. Non
compliance with these regulatory requirements can have a material adverse
impact on WasteCo’s operations from both a reputational perspective (through
negative publicity associated with non-compliance) and from an economic
perspective through the imposition of fines, or restrictions on the commercial
operations of WasteCo.
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WasteCo Group
31
Environmental Risk
Why is it significant to the
WasteCo Group?
There are various laws and regulations which impact WasteCo, particularly in
relation to its waste collection, sorting and diversion operations are part of
its environmental services. These laws and regulations seek to minimise the
impact of waste management activities on the environment as well as human
health.
Unforeseen issues may affect WasteCo in relation to the operation of its
waste facilities, and there is a risk for example that a waste facility may be
contaminated, now or in the future.
If these risks eventuate, there is a risk that the WasteCo Group may face fines
or other regulatory action from local or government authorities, which may
be substantial. WasteCo may also be required to undertake remediation at
its own cost. If WasteCo is not able to remediate such issues successfully or
at a reasonable cost, this may impact on the business, financial condition and
profitability of its business.
Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
The WasteCo Group has a long history of expertise with respect to compliance
with environmental protection requirements and regulations in the context of
the waste, refuse and industrial services sectors.
Health and Safety Risk
What is the risk?WasteCo is a business which involves the operation of heavy machinery, and
often on public roads and industrial sites.
When operating such equipment in such environments there is a risk of
injury or even death to the members of the WasteCo staff who operate such
equipment, or to members of the public or third party contractors in the event
of an accident occurring.
WasteCo is required to comply with laws and regulations relating to protecting
the safety of, and mitigating the risk of workplace injuries, occurring to its
employees and other persons in the course of its business activities.
Why is it significant to the
WasteCo Group?
WasteCo treasures each and every one of its employees and contractors as
part of the wider WasteCo family. It would be a devastating occurrence for any
member of the WasteCo staff, to be involved in an incident which resulted in
the injury or death of that staff member, or a member of the public.
In the event of a health and safety incident, there is a risk that the WasteCo
Group may face fines or other regulatory action from government authorities,
which may be substantial. Such fines or regulatory action may have a
significant impact on the business, financial condition and profitability of its
business.
Information to assist
assessment of the
likelihood, nature and
potential magnitude of
the risk
WasteCo has developed an extensive training and health and safety protocol to
ensure that the safety of each staff member and members of the community
are protected during the day to day operations of the WasteCo business.
Regular training seminars, audits of health and safety protocols are undertaken
by WasteCo to ensure that the risk of a possible accident or incident are
reduced as far as possible in the circumstances.
General risks, such as changes in general economic conditions, new legislation, tax reform, changes in
interest and inflation rates may also have an adverse impact on WasteCo’s business and activities, and
on its ability to fund its ongoing business operations.
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Tax can have significant consequences for investments. If you have queries relating to the tax
consequences of investing in Shares, you should obtain professional advice on those consequences.
8. TAX
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WasteCo Group
33
Further information relating to the WasteCo Group can be found at www.WasteCo.co.nz
The New Zealand Companies Office register also contains information about WasteCo Group and the
Subsidiaries, which can be viewed at www.business.govt.nz/companies under company numbers
8144096 (WasteCo Holdings NZ Limited), 4608661 (WasteCo NZ Limited), 5909612 (WasteCo Port
Services NZ Limited), 5005020 (WasteCo Finance NZ Limited), 8214997 (SafeCo Training NZ Limited),
6462572 (WasteCo NZ (Southern) Limited) and 8215515 (SortCo NZ Limited).
The Company is required to make half yearly and annual announcements to NZX as well as certain
other announcements required by the NZX Listing Rules from time to time. Following completion
of the Reverse Listing, you will be able to obtain this information by searching www.nzx.com for the
ticker code ‘WCO’.
9. WHERE YOU CAN FIND MORE INFORMATION
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34
ASTEC
Goodwood Capital Limited
Address
84 Coates Avenue
Orakei
Auckland 1070
Contact personSean Joyce
Email
sean@corporate-counsel.co.nz
Website
www.goodwoodcapital.co.nz
WasteCo Group
Address
421 Blenheim Road
Upper Ricarton
Christchurch 8041
Contact personShane Edmond
Emailshaneedmond24@gmail.com
Phone021 995 519
Website
www.WasteCo.co.nz
Share registrar – Link Market Services Limited
Address
Level 30
PwC Tower
15 Customs Street West
Auckland 1010
Email
enquiries@linkmarketservices.co.nz
Phone09 375 5999
Company’s legal adviser (Chapman Tripp)
Contact PersonRoger Wallis
WasteCo Group legal adviser (Anderson Lloyd)
Contact PersonBen Johnston
10. CONTACT INFORMATION
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WasteCo Group
35
CompanyGoodwood Capital Limited
Mandatory Convertible NotesThe $4 million mandatory convertible notes issued by WasteCo
Reverse ListingThe acquisition by the Company of 100% of WasteCo (and by extension,
the WasteCo Group for consideration of an issue of 504,000,000 Shares
to the Vendors, and 80 million Shares to the holders of the Mandatory
Convertible Notes.
ShareholdersShareholders of the Company
SharesFully paid ordinary shares of the Company
VendorsCullinane Steele Trustees (2003) Limited, Laurence James Redmayne and
Samantha Jane Redmayne
C&F Trustees 35776 Limited, Carl Stephen Storm and Dawn Margaret
Storm
Glendarvie Holdings Limited
Gleneig Holdings Limited
Shane David Edmond
Ashvegas Limited
Belinda Anne Edmond
WasteCo WasteCo Holdings NZ Limited
WasteCo GroupWasteCo Holdings NZ Limited, WasteCo NZ Limited, WasteCo Port Services
NZ Limited, WasteCo Finance NZ Limited, SafeCo Training NZ Limited,
WasteCo NZ (Southern) Limited and SortCo NZ Limited.
11. GLOSSARY OF TERMS
ASTEC
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31
Level 9, 45 Queen Street, Auckland 1010
PO Box 3899, Auckland 1140
New Zealand
T: +64 9 309 0463
F: +64 9 309 4544
E: auckland@bakertillysr.nz
W: www.bakertillysr.nz
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of WasteCo Holdings NZ Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of WasteCo Holdings NZ Limited and its subsidiaries ('the
Group') on pages 2 to 30, which comprise the consolidated statement of financial position as at 31 March 2022, and
the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in
equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Group as at 31 March 2022, and its consolidated financial performance and its
consolidated cash flows for the year then ended in accordance with New Zealand Equivalents to International
Financial Reporting Standards Reduced Disclosure Regime ('NZ IFRS RDR').
Our report is made solely to the Shareholders of the Group. Our audit work has been undertaken so that we might
state to the Shareholders of the Group those matters we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the Shareholders of the Group as a body, for our audit work, for our report or for the opinions we have formed.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) ('ISAs (NZ)'). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Consolidated Financial Statements section of our report. We are independent of the Group in accordance with
Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners (including International
Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board and
the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, WasteCo Holdings NZ Limited or
any of its subsidiaries.
32
Responsibilities of the Directors for the Consolidated Financial Statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated
financial statements in accordance with NZ IFRS RDR, and for such internal control as the Directors determine is
necessary to enable the preparation of the consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group for assessing
the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (NZ) will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of the auditor’s responsibilities for the audit of the consolidated financial statements is located
at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-7/
BAKER TILLY STAPLES RODWAY AUCKLAND
Auckland, New Zealand
7 October 2022
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.