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永续农业(08609)获大幅溢价提私有化 8月30日复牌

eggriculture (08609) received a substantial premium for privatization and will resume trading on August 30th.

Zhitong Finance ·  Aug 29 11:29

EGgriculture (08609) and bidder BETAGRO FOODS (SINGAPORE) PTE. LTD. jointly announced, through a binding offer dated August 15, 2024, the bidder requested the board of directors to submit proposals to the planned shareholders to privatize the company in accordance with Article 86 of the Company Law through an agreement arrangement. The bidder and the company entered into an implementation agreement on August 15, 2024, regarding the implementation of the proposal. The company has applied to the Stock Exchange of Hong Kong for the resumption of trading in shares on Hong Kong GEM from 9:00 a.m. on August 30, 2024 (Friday).

After the plan becomes effective, all planned shares will be cancelled at a cancellation price of HKD 1.103 per share, representing a premium of approximately 125.1% over the closing market price of HKD 0.490 per share on the last trading date on the Stock Exchange of Hong Kong. Among them, 0.375 billion planned shares should be cancelled and paid in cash, and 0.125 billion founder's remaining planned shares will be cancelled at a price of HKD 1.103 per share, which will be issued and recorded as fully paid by the bidder to the founder's holding company.

In addition, after the plan becomes effective, an extra price of HKD 0.082 per share of other planned shares will be paid to other planned shareholders. Therefore, after the plan becomes effective, the total price received by each other planned shareholder will be HKD 1.185 per share, including a cancellation price of HKD 1.103 per share of other planned shares and an extra price of HKD 0.082 per share of other planned shares. The cancellation price of HKD 1.185 per share of other planned shares represents a premium of approximately 141.8% over the closing market price of HKD 0.490 per share on the last trading date on the Stock Exchange of Hong Kong.

Based on a calculation of a cancellation price of HKD 1.103 per share for 0.5 billion planned shares, and an extra price of HKD 0.082 per share for 0.2052 billion other planned shares, the total amount payable for the planned shares is approximately HKD 0.568 billion.

According to the Shareholders' Agreement, the bidder will cancel the 0.125 billion founder's remaining planned shares held by the founder's holding company (accounting for 25% of the issued shares) at the cancellation price, which will be issued and recorded as fully paid by the bidder to the founder's holding company. The remaining 0.375 billion planned shares (including 0.1698 billion founder's planned shares and 0.2052 billion other planned shares) (accounting for a total of 75% of the issued shares) should be cancelled and paid in cash. In addition, other planned shareholders will receive an additional price. Therefore, assuming that no new shares are issued on or before the plan record date, the cash consideration payable for the full implementation of the proposal will be approximately HKD 0.43 billion.

After the plan becomes effective, all planned shares will be cancelled, and the stocks related to the planned shares will no longer have the effect of ownership documents or certificates. The company will apply to the Stock Exchange of Hong Kong for the delisting of the shares from the Stock Exchange of Hong Kong GEM in accordance with Rule 9.23 of the GEM Listing Rules, and it will take effect immediately after the effective date.

After the plan becomes effective, all planned shares will be cancelled, and the stocks related to the planned shares will no longer have the effect of ownership documents or certificates. The company will apply to the Stock Exchange of Hong Kong for the delisting of the shares from the Stock Exchange of Hong Kong GEM in accordance with Rule 9.23 of the GEM Listing Rules, and it will take effect immediately after the effective date.

As of the date of this joint announcement, the offeror, Betagro, and the founder's holding company (an investment holding company wholly owned by Ma Qiong) directly hold 75% and 25% equity, respectively. Betagro is a leading integrated agricultural and food company in Thailand, mainly engaged in the production and distribution of animal feed, animal pharmaceuticals and supplements, livestock, pork products, chicken meat, eggs, and processed food for domestic and export markets. As of the date of this joint announcement, Betagro's shares are listed on the Stock Exchange of Thailand (stock code: BTG).

Disclaimer: This content is for informational and educational purposes only and does not constitute a recommendation or endorsement of any specific investment or investment strategy. Read more
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