TRS to Merge with Mega Limited
9:52am, 25 Mar 2014 | MERGER
TRS INVESTMENTS LIMITED
25 March 2013
BY E-MAIL: announce@nzx.com
NZX Limited
Wellington
TRS to Merge with Mega Limited
TRS Investments Limited (“TRS”) has entered into a conditional agreement with the stakeholders of Mega Limited (“Mega”) to acquire 100% of the shares on issue in Mega, which will be funded by the issue of TRS shares.
Principal terms of the transaction
TRS will acquire 100% of the shares on issue in Mega for $210,000,000 which consideration will be satisfied by the issue of 700,000,000 new shares in TRS to the existing shareholders of Mega at an issue price of 30 cents per share.
TRS will undertake a 148 to 1 consolidation of TRS’ existing share capital prior to the completion of the Mega acquisition. Following completion of the acquisition, the existing shareholders of Mega will hold approximately 99% of the shares on issue in TRS.
TRS will change its name to Mega.
Further particulars about the proposed consolidation will be provided to the market in due course.
The acquisition is principally conditional upon TRS obtaining all shareholder approvals and such other consents and approvals that may be required to undertake the transaction, and the arrangements collateral to the transaction, including but not limited to those approvals required in accordance with the Companies Act, the Takeovers Code, NZSX Listing Rules and the Securities Act, on or before 30 May 2014.
A Notice of Special Meeting to approve the transaction and collateral documentation will be circulated to TRS Shareholders in due course.
About Mega
Mega is a global technology business headquartered in Auckland that delivers encrypted, cloud based services that enable private, secure online communication and collaboration for businesses and individuals.
Mega’s browser-based User Controlled Encryption (UCE) is unique in providing automatic encryption for all data transferred to and stored on Mega’s cloud service. UCE means that only the user controls the encryption key. This provides a level of privacy and security that is unique, and allows Mega to position itself as “The Privacy Company”.
The Mega service was launched on 20th January 2013. Mega currently has around 7 million registered users, with new user registrations exceeding 20,000 per day. Users have stored over 860 million encrypted files in the Mega cloud and are currently uploading up to 11 million files per day.
Mega expects to release encrypted instant messaging and encrypted chat and video conferencing in the second quarter of 2014. Development of an encrypted email service is planned.
Cornerstone Mineral Corporation Limited (“CMC”)
As previously advised to the market, TRS has been working for some time towards concluding a reverse listing transaction with CMC.
CMC is seeking to develop a significant industrial and mining program around gold and silica in Southland.
TRS Directors believe the CMC Project to be an exciting initiative for New Zealand of international significance.
CMC and its advisors noted the development of the NZX Growth Market and concluded that it is a market more suited to its objectives and will therefore apply for a listing there as quickly as practical. The arrangement with CMC is therefore concluded by mutual consent.
For any inquiries please contact:
Keith Jackson:
Email: keithjackson@tasmancapital.co.nz
Mobile:+64 21 702 509
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