Hanergy Holdings Group Limited (00214), Asia Standard International Group Limited (00129) and Asia Standard Hotel Group Limited (00292) jointly announced that a group restructuring will be conducted, Asia Standard International's wholly-owned subsidiary The Sai Group will make a tender offer to acquire all shares of Asia Standard Hotel held by all shareholders other than the unified action person, accounting for approximately 33.29% of the total share capital. For every 20 shares, shareholders will receive 3 new Asia Standard International shares and HKD 0.7 in cash, equivalent to about HKD 0.110 per share, a premium of approximately 52.78% over the closing price of Asia Standard Hotel's shares yesterday at HKD 0.072 per share. However, the discount to the adjusted net asset value per share as of the end of September 2023 based on the diluted basis was 95.99%.
The offeror also proposes to issue stock warrants for every 20 shares of Asia Standard Hotel, which are exercisable for 3 new Asia Standard International shares and cash payment of HKD 0.7. The maximum cash consideration expected to be paid by Asia Standard International for the offer to acquire Asia Standard Hotel's shares and the exercise of stock warrants is approximately HKD 23.54 million, which is expected to be funded by internal resources.
After the completion of the offer, all shares of Asia Standard Hotel acquired through the offer will be cancelled, and application will be made to the Stock Exchange of Hong Kong for the withdrawal of listing status of those shares. Hanergy Holdings holds 51.79% of Asia Standard International, and after the completion of the transaction, its shareholding will be fully diluted to 48.12%.