Bumps in the road for backdoor listings

Fortunis Resources has received positive news about its planned backdoor listing, while Basper and Aziana have had to make amendments to their proposals.

Fortunis announced today that its shareholders have approved its $3.1 million acquisition of Zhenya Tsvetnenko’s online advertising business Mpire Media, including the change in the nature and scale of the company’s activities.

It has also received more than the $6 million it sought from the public offer under its prospectus.

“The company is now in the process of working with ASX to obtain confirmation that the company’s securities will be reinstated to quotation, in compliance with ASX re-listing rules,” Fortunis said.

“Following receipt of this confirmation, the company will be in a position to complete the acquisition of Mpire Media and issue all new securities under the capital raising and in conjunction with the acquisition.”

Meanwhile, Aziana has reached an agreement with its target BrainChip to amend terms of its proposed $9.4 million acquisition of the US-based biotech firm.

The company said the parties had agreed to a fixed capital structure for the transaction, as opposed to a percentage equitable interest formula.

“This formalises the final capital structure of the post-merger company,” Aziana said.

“BrainChip shareholders will now receive a fixed number of shares under the proposed transaction.”

Aziana has also agreed to replace the issue of performance shares (which are subject to the satisfaction of certain milestones) with performance rights to members of the BrainChip management team.

It will also create a new Delaware-incorporated subsidiary which will merge with the Delaware-incorporated BrainChip.

Aziana said the decision was made for taxation and accounting reasons.

Basper, which is currently in the middle of a reverse takeover of DirectMoney, has had to extend the deadline of its capital raising as part of the acquisition, after receiving concerns from the Australian Securities and Investments Commission.

The concerns relate to certain aspects of its disclosure in its prospectus.

“Basper is confident in the appropriateness of its disclosure but has agreed to work constructively with ASIC to address its comments,” Basper said in a statement, adding that it believes the comments had arisen as marketplace lending (DirectMoney’s business model) is a relatively new industry.

“Basper will provide any additional disclosure required as soon as possible in the form of a supplementary prospectus.”

The company said it would not accept any further funds under the current prospectus, but has already received in excess of the minimum $10 million subscription amount.

Fortunis and Basper shares remain suspended from trade.

Aziana shares were 14.6 per cent lower to 17.5 cents at 1:30pm.