Ashurst has acted as the Australian and Papua New Guinea (PNG) counsel for Highlands Pacific Limited in a US$15 million share placement agreement with PNG Sustainable Development Program Limited (PNG SDP).
The deal was led by Richard Flynn, a Brisbane-based member of the Ashurst corporate team, which also includes Tim Glenn and David Frecker, that has been involved in most of PNG’s major corporate transactions over the last few decades.
According to Ashurst partner Richard Flynn: “This deal has created a strategic alliance between two iconic PNG corporate entities – the (listed) Highlands Pacific Limited, and the billion-dollar not-for-profit development fund, PNG Sustainable Development Program Limited.
“Ashurst dealt with document negotiation and stock exchange regulatory issues in Australia and PNG for Highlands Pacific, including a successful application for a conditional waiver of Listing Rule 6.18 so as to permit PNG SDP to hold an on-going top-up right in respect of its 13% shareholding in Highlands Pacific.”
In accordance with the Placement Agreement with PNG Sustainable Development Program Limited, Highlands has issued 102,930,373 fully paid ordinary shares to PNG SDP to raise US$15 million (A$14.9 million equivalent), which represents an issue price of approximately A14.5c per share.
PNG SDP will emerge with 13.04% of the issued shares in Highlands and a PNG SDP nominee will be invited to join Highlands’ board of directors. In accordance with Highlands’ constitution and the ASX listing rules, the director’s appointment will be subject to shareholder approval at the next AGM in May 2013. PNG SDP has also agreed not to dispose of or transfer the shares issued under the placement for a period of 12 months.
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