On July 16th, Guo Longhui announced that Samson Holding (00531.HK), the offeror, and the company jointly announced that on July 11, 2024, the offeror requested the board of directors to propose the proposal to the planned shareholders to privatize the company through the scheme (i.e., the agreement arrangement under Section 86 of the Companies Act). The offeror is a limited company registered in Hong Kong, mainly engaged in investment and control holdings. It is wholly owned by Fushan (Hong Kong) Limited (with the ultimate beneficial ownership of 50% rights and interests respectively held by the chairman and executive director of the company, Guo Shanhui, and his spouse Liu Yimei).
Under the proposed proposal, if the scheme is approved and implemented, the planned shares will be canceled and removed, and as the price for canceling and removing such shares, each planned shareholder on the scheme record date will have the right to receive a cash offer price of HKD 0.480 for each canceled and removed planned share. The offer price of HKD 0.480 per planned share represents a premium of approximately 50.00% over the closing market price of HKD 0.320 per share on the last trading day on the Stock Exchange. Assuming that no new shares will be issued until the scheme record date, the proposed proposal will involve an offer to cancel and remove 879,468,000 shares of planned shares in exchange for a cash offer price of HKD 0.480 per planned share, and the offeror should pay a maximum cash consideration of approximately HKD 422,144,640 under the proposed proposal.
The offeror intends to provide funding for the cash consideration payable under the proposed proposal through financing provided by China Trust Commercial Bank Co., Ltd. and DBS Bank (Hong Kong) Limited. Standard Chartered Asia Finance (as the financial adviser to the offeror on the proposed proposal) believes that the offeror can obtain sufficient financial resources to fulfill its payment obligations for the full implementation of the proposed proposal.
The company will appoint an independent financial adviser (approved by the independent directors' committee) to provide advice on (a) whether the proposed proposal and scheme are fair and reasonable; and (b) how non-interested planned shareholders should vote at court meetings and special general meetings of shareholders, and provide advice to the independent directors' committee.
After the scheme becomes effective, all planned shares will be canceled and removed, and the planned share stock will no longer have the effect of ownership documents or evidence. The company will apply to the Stock Exchange for cancellation of the listing status of the shares on the Stock Exchange pursuant to Rule 6.15 of the Listing Rules after the effective date.
The company has applied to the Stock Exchange for the resumption of trading of its shares on July 17, 2024 at 9:00 am.