ASX-listed ADI Goldfields Money Limited and major aggregator Finsure have signed binding documentation ahead of a shareholder vote on the proposed merger.
An update on the ASX on Monday (15 January) outlined that Goldfields had signed a share sale and purchase agreement to merge with Finsure by acquiring 100 per cent of the diluted shares in Finsure via the issue of Goldfields Money shares (subject to the satisfaction of certain conditions).
Goldfields directors said they believe the merger would be “transformational” for the company and deliver the bank’s shareholders “substantial value” as it would result in the Kalgoorlie-based bank owning a “fast-growing national mortgage aggregation network and wholesale mortgage business”, which has scalability, diversified income streams and “material profitability”.
According to the ASX update, the merger would provide Finsure shareholders with shares totalling $61.12 million (40,750,000 shares at $1.50 per share).
This would bring the total value of the merged group to approximately $97.5 million, based on the agreed capital structure that includes conversion of convertible notes and shareholder loans, net debt of approximately $10.7 million and “completion of a trail book acquisition planned by Finsure” (expected to be complete in January 2018).
The board therefore unanimously recommended Goldfields Money shareholders to vote in favour of the Finsure transaction.
If approved by all necessary shareholders, the Federal Treasurer and relevant regulators, Finsure managing director John Kolenda would join the board of Goldfields Money.
The shareholder meeting and completion of the transaction is scheduled for March 2018.