TruScreen Group Limited (TRU), listed on both the NZX and ASX, has been granted a waiver from NZX Listing Rule 4.19.1 by NZ RegCo. This waiver provides TRU with the ability to allot oversubscribed shares following shareholder approval, even if it extends beyond the standard 10-business-day timeframe after the offer’s closing date. The waiver applies specifically to a proposed capital raising initiative involving a private placement and a share purchase plan (SPP). Both the placement and SPP include attaching options to acquire further shares.
The capital raising aims to generate approximately NZ$3 million. TruScreen intends to accommodate oversubscriptions, subject to shareholder approval via ordinary resolution. The company plans to initially scale all applications to comply with capacity rules before issuing oversubscribed shares post-approval. TRU sought the waiver due to the potential conflict between the 10-day allotment rule and the necessary notice periods for shareholder meetings under New Zealand Companies Law and its own constitution.
NZ RegCo’s decision considers that granting the waiver won’t compromise the rule’s policy of ensuring timely benefit from investments, as the waiver and TruScreen’s reliance on it will be disclosed in offer documents and the company’s annual report. Investors will be aware of the proposed allotment timeline, including the date of the shareholder meeting. The offer is slated to close on June 23, 2025, with a shareholder meeting planned for July 11, 2025, and potential issuance of oversubscribed shares around July 14, 2025. Application monies will be held in trust until shareholder approval is obtained. TRU argued, and NZ RegCo agreed, that the waiver creates a fair outcome for all shareholders. The offer documents will clearly detail the timetable for the offer, including the shareholder meeting date.
