PERTH: ParaZero Limited has entered into a share sale agreement to acquire 100% of the share capital in Delta Drone South Africa (DDSA) from French listed entity Delta Drone SA.
In consideration for the acquisition, the Company will issue 203.512 million ordinary shares and 45 million performance shares to Delta Drone SA in accordance with the Share Sale Agreement, subject to conditions including shareholder approval.
ParaZero will undertake a proposed capital raising to bolster its balance sheet and comply with ASX relisting requirements in conjunction with the merger.
ParaZero intends to issue up to 125 million ordinary shares under a prospectus at an issue price of $0.04 per share to raise a minimum of $3.5 million and a maximum of $5 million.
The Proposed Transaction and Proposed Capital Raising are conditional on the Company obtaining all of the necessary regulatory and shareholder approvals and satisfying all other requirements of the ASX for the reinstatement of the Company’s Shares to quotation on the ASX.
Delta Drone SA’s overall relevant interest in the Company, assuming all Performance Shares ultimately convert into Shares in accordance with their terms, will be between approximately 59.4%5 (50.1% on a fully diluted basis), assuming the Company raises the maximum $5 million under the Proposed Capital Raising, and 64.2%6 (53.5% on a fully diluted basis), assuming the Company raises the minimum $3.5 million under the Proposed Capital Raising.
The Proposed Transaction will amount to a significant change in the nature and scale of the Company’s current activities and as such, the Company is required to obtain approval from its shareholders and re-comply with Chapters 1 and 2 of the ASX Listing Rules.
Delta Drone South Africa (DDSA) is wholly-owned by Delta Drone SA.
In 2016, DDSA acquired 74% of South Africa’s Rocketmine Pty Ltd. DDSA is headquartered in Johannesburg and specialises in the provision of drone services for commercial use. DDSA is a multinational group which aims to remove the compliance obstacles in relation to the provision of drone services to the mining, agricultural and engineering industries.
DDSA operates in South Africa (Johannesburg), Ghana (Accra) and Namibia (Arandis). The business was built to meet the demand for fast and accurate survey data, as well as to support all the regulatory, insurance and maintenance requirements needed to run these services safely and consistently. DDSA is a market leader in the provision of these services to mining and agricultural companies, particularly in Southern Africa.
DDSA operates through multiple trading companies, including Rocketmine South Africa, Rocketmine Ghana and Drone Safety and Legal. These allow the business to be scalable and meet the demands of fast-moving enterprise customers across multiple countries while maintaining the same levels of consistency and quality.
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