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CORPORATE LAW

DMH Stallard advises Cairn Financial Advisors on a reserve takeover

DMH Stallard LLP advises Cairn Financial Advisers LLP on their role as financial adviser and Takeover Code Rule 3 adviser to MOH Nippon Plc (formerly Bowen Fintech Plc) on a reverse takeover of Minnadeooyasan-Hanbai Co. Ltd (“MOH”)

MOH is a leading crowdfunding services platform in Japan and solution provider for investors seeking returns from investment into real estate. In the last 16 years, MOH has arranged over JPY 217 billion (c. £1.3 billion) in capital raising from the Japanese market, with approximately JPY 62 billion (c. £378 million) raised in its financial year ending 31 March 2023.

MOH Nippon Plc (“Company”) acquired 97.41 per cent. of the issued share capital of MOH for a total consideration of £34,466,864, satisfied by the issue and allotment of 229,779,093 new ordinary shares of £0.01 each (“Consideration Shares”) at a deemed issue price of £0.15 per Consideration Share (“Acquisition”).

The Acquisition was conditional, inter alia, on the re-admission of the Company’s 55,000,000 existing ordinary shares of £0.01 each and the admission of the Consideration Shares to the Official List (“Admission”) as well as the approval by existing shareholders of the resolutions at the Company’s general meeting.

The Acquisition completed and Admission of the existing ordinary shares and the Consideration Shares to the Equity Shares (transition) category of the Official List took place on 19 August 2024.

The DMH Stallard team included Chris Simmons, Giedre Doig and Emma Lopez.

About the authors


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Giedre Doig

Senior Associate

Advises clients on private M&A, equity capital markets, joint ventures and corporate restructuring.

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