Punakaiki Fund Limited is investigating making an offer to retail investors in New Zealand, through a Product Disclosure Statement (PDS), which is the prescribed approach under the Financial Markets Conduct Act of 2013.
We’ve seen a little press about our proposed offer to raise money from the public. As this is a regulated offer under the FMCA 2013, we do need to be careful about what we say and do.
We have not published the PDS, and are still in the process of drafting it and getting internal approvals.
For now we have focused on talking about the fund results to date, and have not discussed the details of the offer. We have not, to be clear, even finalised the price per share that the offer will be made at.
However the board preliminarily agreed on an indicative price per share that is near to but under $19 per share (including brokerage of 3%) last week. But as there are a number of on-going fundraising events at companies where we have invested that price could change before any offer is live. So the board will reassess the price as time passes and at the last moment possible moment before the offer.
Process
We submitted a version of the PDS to the FMA (Financial Markets Authority) under their pre-review program. This excellent proactive service from the FMA makes things a lot easier to ensure we write a good document and are compliant than the previous approach to public offers. While the FMA’s response took longer than we anticipated (3 weeks), we now have the comments and are making changes to the PDS. It’s important to note that the FMA only comments about whether a PDS complies with the relevant legislation, which is mainly about making sure the PDS written in the right way and the offer details appropriately disclosed. They do not comment about the quality of the offer.
Most of the feedback is easy to fix with simple changes to the text of the PDS. However they also pointed out that we would need to supply “Tier 1” audited accounts as we are offering securities to the public. Our accounting and then auditing advisors are now redoing our FY2016 year end accounts to comply with that request. We should have picked up on this earlier, and while our advisers (Deloitte and Ernst Young) believe the change is small, it does create a small delay. The Tier 1 standard provides for a greater level of disclosure than our current standard, but for Punakaiki Fund’s accounts we do not anticipate a large change.
Legals
Punakaiki Fund Limited is seeking preliminary indications of interest in respect of an offer of ordinary shares. No money is currently being sought, and the shares cannot currently be applied for or acquired under the intended offer.
If the offer is made, it will be made in accordance with the Financial Markets Conduct Act 2013.
Indications of interest may be made by signing up to the email list on the Punakaiki Fund homepage, or through our distribution partner Snowball Effect. You may also ask your broker to register your interest on your behalf.
No indication of interest will involve an obligation or a commitment to acquire the shares.
