Company and Capital Structure
Shareholdings Pre and Post Offer
Geoff Matthews and Bob King are represented by the Moonlight Trust and International Services and Systems Ltd (ISSL) respectively. Seven other shareholders make up the shareholdings under 5%.
Post offer percentages are calculated at a fully subscribed offer of $700k.
Executive Incentive Options
Red Witch has issued 450,000 options as an incentive to its executives to drive Red Witch's value in excess of investors entry price of 66cents per share. The options may be exercised in tranches of one-third of the allocated options on the first, second and third anniversaries of their issue commencing in May 2016. The exercise price is NZ 66cents per share. The final expiry date for exercise of the options is 30 December 2018.
The options have been issued as follows:
Ben Fulton - 300,000 options
Tracey Neil - 150,000 options.
Red Witch shall pay a proportion of its net profit after tax each year as a dividend as determined by the Board in proportion to the Shares held by each of the Shareholders, subject only to:
(a) The making of retentions sufficient to meet on-going capital expenditure, investment and working capital requirements of the Company;
(b) Maintenance of prudent financial ratios;
(c) The solvency of the Company.
Staff remuneration is set and agreed each year by the board.
Related Party Disclosure
Currently the following companies provide paid services for Red Witch:
Jones Young Lawyers: legal services
Jones Young, Lawyers, charges fees for the provision of legal services to Red Witch. David Jones is a partner of Jones Young.
Brandcom Ltd: marketing services
Brandcom Ltd charges fees for strategic marketing and branding services to Red Witch. Geoff Matthews is a director of Brandcom Ltd.
International services and systems. Ltd (ISSL): accounting services
ISSL charges fees for the provision of monthly management accounts and administrative accounts support. Bob King is a shareholder and director of ISSL.
Directors' Personal Guarantees
Ben Fulton and Geoff Matthews have given personal guarantees to the ANZ bank for the overdraft facility.
The Red Witch board meets on average 6-8 times per year by skype or in person.