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The SME lender has announced the acquisition by a consortium led by the Salter Brothers Tech Fund has been implemented.
Prospa Group Limited (Prospa) has confirmed that the scheme of arrangement pursuant to Salkbridge Pty Ltd (BidCo), an entity controlled by a consortium led by the Salter Brothers Tech Fund, would acquire all of the issued shares in Prospa that are not already owned by the consortium.
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The majority of Prospa’s shareholders voted in favour of the acquisition in mid-July 2024.
The meetings (held on 16 July) saw that 81.52 per cent of Prospa shareholders present and voting at the scheme meeting voted in favour of the deal while 99.74 per cent of the votes cast by Prospa shareholders present and voting were in favour of the scheme resolution.
Under the scheme of arrangement, Prospa has confirmed that those who validly elected to receive the scrip consideration were issued with one fully paid ordinary share in HoldCo for each Prospa share they held at 7:00pm (AEST) on Monday (5 August 2024).
Additionally, those who elected to receive cash consideration or made no election were sent $0.45 cash for each Prospa share they held on the same aforementioned day.
Prospa said: “In accordance with the terms of the scheme, all Prospa shares not already held by BidCo, have been transferred to BidCo. Separately, the consortium members have transferred all of the Prospa shares they hold to BidCo. Accordingly, BidCo now holds all of the Prospa shares on issue.”
Furthermore, trading in Prospa shares was suspended from close of trading on 1 August 2024. As of close of trading on 9 August, Prospa has been removed from the Official List in accordance with Listing Rule 17.11 after the implementation of the scheme.
Prospa has also confirmed changes to its board of directors with effect from implementation of the scheme.
Gail Pemberton AO, Fiona Trafford-Walker, Mary Ploughman have resigned as directors of Prospa.
Greg Ruddock has been appointed as a new director of Prospa, along with founders Beau Bertoli and Greg Moshal.
Speaking to The Adviser on the scheme’s implementation, Bertoli said: “We’re very pleased with the result that we’ve been able to complete the scheme of arrangements as of last week, and it means that Prospa is now, once again, a private company.”
Bertoli said that 76 per cent of Prospa shareholders elected to continue as shareholders and roll their shares into the private company, including Moshal and himself (who elected to roll 100 per cent of their shares into the private company).
In terms of the future outlook of Prospa, Bertoli said that the privatisation of the company will allow it to be “a lot more agile” when it comes to designing and building solutions for its partners and customers.
“Prospa has always been a partner led business,” he said.
“Partners represent almost 80 per cent of our customer flow into our business, so it’s really an important part of our offering. And as a private company, we feel that we’re going to be able to innovate in a lot of the areas that really matter to both our customers and partners.”
Bertoli said that the three “big things” partners are looking for were how partners are involved in the customer experience, providing the tools to make customer interactions simpler, and creating more value for the customer.
Additionally, Bertoli said that there will not be any changes to the way Prospa is structured or how the company operates.
[RELATED: Prospa shareholders vote in favour of acquisition]
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