Special Advisory: Fontana Limited (FTNA)

January 11, 2019

Fontana Limited (FTNA) stated that with regards to the Initial Public Offer of FTNA, Scotia Investments Limited (SIJL) previously advised that where multiple share applications from a single applicant were submitted a single application from that applicant was retained and the others rejected.

SIJL has provided the following clarification as to the basis for the decision described above:

“…this decision was made having received advice from the attorneys to the offer and is well within the provisions of the prospectus which states at Section 6.2 (9)(a) and (b) that:

The Company may… in its sole discretion, without giving reasons to any person:

  1. accept or reject any application in whole or in part, and neither the Company nor the Selling Shareholder will be liable to any Applicant or any other person for doing so:
  2. allot the Invitation Shares to Applicants on a pro rata basis (or other basis) in the event the Invitation or any category of Invitation Shares suffers from excess demand”

SIJL also advised that the approach taken was in response to the heavy oversubscription and was seen as a means of facilitating the equitable distribution of shares to applicants.

SIJL further noted the provisions of Section 6.2(9)(c) which provide that “The Company, may…. treat multiple Applications by any person (whether in individual or joint names) as a single Application”. This provision gives the Company the option to treat multiple applications by a single person as a single application but it is not a requirement to do so.