SYDNEY, AUSTRALIA: Prospa Group Limited (ASX: PGL), a leading online lender to small businesses in Australia and New Zealand, has announced that it has entered into a Scheme Implementation Deed with a Consortium led by the Salter Brothers Tech Fund, a private equity fund focused on technology investments, a company announcement noted.

Under the terms of the deal, Prospa Shareholders will have a choice of receiving either $0.45 in cash or one share in PGL HoldCo Limited, a new entity that will own Prospa, for each Prospa share they own. The Cash Consideration represents a 26% premium to Prospa’s trading VWAP in the period from its 1H trading update release on 30 January 2024, ending on 26 February 2024.

The Scheme is subject to a condition that at least 74% of Prospa Shares, excluding those owned by the Consortium, elect to receive the Scrip Consideration. Prospa Chair, Gail Pemberton, said that the Independent Board Committee (IBC) believes that the transaction is in the best interests of Prospa Shareholders and recommends that they vote in favour of the Scheme, subject to no Superior Proposal emerging and the Independent Expert concluding that the transaction is fair and reasonable.

The Consortium intends to fund the Cash Consideration partly through a $12 million loan from Prospa, which is subject to Prospa Shareholders’ approval, and partly through equity committed by the Consortium. The Consortium said that it is supportive of Prospa’s growth strategy and plans to leverage its expertise and network to accelerate Prospa’s expansion in Australia and New Zealand.

The Scheme is expected to be implemented in June 2024, subject to the approval of Prospa Shareholders, the Court, and other regulatory and customary conditions.