FC Group Holdings Corporation & ors - Fluent Retail

Fluent Retail Pty Ltd (Fluent Retail) operates in the retail technology and enterprise software industry, supplying cloud-based distributed order management system software as a SaaS platform. Its solutions serve omnichannel retailers, e-commerce businesses, and grocery and fashion retailers, enabling real-time inventory visibility and order orchestration across multiple fulfillment locations.

Fluent Retail, FC Group Holdings Corporation (FC Group Holdings), Fluent Commerce MidCo (FC MidCo) and Fluent Commerce Holdings, Inc (FC HoldCo) propose to undertake an internal reorganisation resulting in a US redomicile that will occur in 3 stages (together, the Acquisition).

Firstly, all Fluent Retail shares will be transferred to FC Group Holdings in exchange for equivalent classes of FC Group Holdings shares. Following the transfer, Fluent Retail shareholders will be the sole shareholders of FC Group Holdings, holding the same number and proportion of equivalent shares as they held in Fluent Retail immediately prior (i.e. the overall ownership structure of the group will remain unchanged).

Second, immediately after the transfer to FC Group Holdings, all the shares of Fluent Retail are immediately transferred to FC Group Holdings's wholly owned subsidiary, FC MidCo, by way of contribution of capital without further issue of shares.

Third, on completion of the transfer to FC MidCo, all the shares of Fluent Retail are immediately transferred by FC MidCo to its wholly owned subsidiary, FC HoldCo, by way of contribution of capital without further issue of shares.

FC Group Holdings, FC MidCo and FC HoldCo are vehicles for the purpose of the Acquisition and do not engage in business or otherwise supply any goods or services.