Biortica Agrimed is expected to launch a public offer to raise up to A$5 million as it works towards a backdoor listing on the Australian Securities Exchange (ASX) with Bod Science shareholders.
A deed of company arrangement (DOCA) was today executed between the companies which clears the way for Biortica to effectively acquire Bod, subject to approval by Bod shareholders in January.
Under the share purchase agreement, Biortica will become the wholly owned subsidiary of Bod while Biortica shareholders will become ordinary shareholders of Bod.
The combined entity must then re-comply with ASX rules in order to obtain a backdoor listing.
The ASX has already confirmed that Biortica has a “structure and operations suitable for a company to be admitted to the official list of the ASX” following lodgement for “in principle” advice from the exchange.
Assuming Bod shareholders rubber stamp the agreement in January, Biortica will contribute $380,00o to a deed fund while a number of Bod assets will also transfer to the fund which will be used to pay secured creditors.
Once the DOCA is complete, Bod Science’s chair and directors will step aside to be replaced by Biortica’s senior management team, before a capital raise takes place to generate between $1m and $5m through the sale of up to 6.6 million shares at $0.75c per share.
The capital raise is expected to take place in March with funds used as working capital.
According to a timetable lodged with the ASX, Bod Science will change its name to Biortica ahead of seeking reinstatement to the ASX.
Post-completion of the proposed acquisition, existing shareholders and Biortica shareholders will hold approximately 1.28% and 98.19% of the company respectively, Bod administrator Andrew Barnden told the ASX.
“There will therefore be a concentration of ownership of the combined group among Biortica shareholders,” he said. “This may allow the Biortica shareholders to exert significant influence over matters relating to the combined group, including the election of directors or the approval of future transactions.”
