The online-storage company Mega - launched by Kim Dotcom last year - is doing a back-door listing on the New Zealand stock exchange.
The deal was unveiled this morning and will see Mega merge with NZX-listed TRS Investments. One of TRS' major shareholders is Paul Choiselat, who is facing charges relating to concealing his interests in listed companies and alleged market manipulation.
TRS will acquire all of Mega's shares for $210 million and Mega's shareholders will be issued 700 new TRS shares.
Following the transaction, Mega's existing shareholders will hold 99 per cent of TRS shares.
TRS will change its name to Mega after the deal.
The Australian Securities & Investments Commission last December laid 20 charges against Choiselat relating to his disclosure of his interests in two ASX-listed companies, Q and Jumbuck Entertainment.
Between 2001 and 2013 he was a director of Q and between 2004 and 2008 he was on the board of Jumbuck, ASIC said.
ASIC said Choiselat had the roles of managing director or executive chairman at the companies during most of these times.
The Australian corporate regulator alleges the disclosures of Choiselat's interests in these firms were "false as they did not include his total interest in the companies."
"The disclosures excluded interests held through various offshore entities registered in the British Virgin Islands and managed from Hong Kong," ASIC said last December.
Choiselat is also facing 5 charges alleging market manipulation, ASIC said.
Choiselat told the Herald this afternoon that he could not comment on the case as it was "sub judice".
The Melbourne man, in his late 50s, is not a director of TRS and said any questions about the Mega merger should go to the listed company's chairman.
While the merger requires shareholder approval, Choiselat couldn't comment on if he would agree to it or not.
Mega chief executive Stephen Hall said it was hoped the merger would be finished by the end of May.
Hall said the proposed deal had been in the works for "some time".
"It's obviously been part of the Mega's strategy for a long time to become listed," he said.
"There's just so much interest in Mega within New Zealand and globally and investors are keen to be part of the story and keen to invest and as a growth company it will need capital and we're keen to open it up and let people get involved."
This week Dotcom and his co-accused, Finn Batato, Mathias Ortmann and Bram van der Kolk lost a bid in the Supreme Court to access US government evidence against them ahead of the extradition hearing.
Mega's existing shareholders include Dotcom's wife Mona, who owns 26 per cent of Mega via MD Corporate Trustee Ltd, followed by Wolf Ortmann with 18 per cent, and Michael Sorensen via VIG Ltd with 11 per cent, according to Companies Office filings. John Schollum, via Hobson Street Holdings emerged as a Mega shareholder this week with a 2.3 per cent stake.
Dotcom stepped back from a hands-on role at Mega last year, resigning as a director in August to focus on his extradition hearing, music streaming website and political aspirations via the internet Party. He doesn't hold any directorships in New Zealand, and his only direct shareholding is in RSV Holdings.
Keith Jackson chairman of TRS Investments was formerly chief executive of Tegel Foods from 1980 to 1996. He was the founding Chairman of the Poultry Industry Association of New Zealand, and chief executive of Ernest Adams.
- by Hamish Fletcher, NZ Herald
