根据收购守则规则26.1及规则13，要约人须就全部有关证券作出强制无条件现金要约，而金利丰证券将（代表要约人）就全部有关证券作出强制无条件现金要约。Sunway Int'l (00058.HK) announced that all the preconditions for the completion of the subscription agreement regarding the subscription of shares have been met, and the subscription of shares will be finalized on November 29, 2024. According to the subscription agreement, the company has issued and subscribed a total of 35.92 million shares, which are equivalent to (i) approximately 20.00% of the company's existing issued share capital before the completion of the subscription of shares; and (ii) approximately 16.67% of the company's issued share capital after the issuance and subscription of the shares are expanded.
At the time of completion of the share subscription, the offeror, Futu Holdings Limited, and its concert parties collectively hold interests in 0.11 billion shares (approximately 50.86% of the company's issued share capital).
All the preconditions for the completion of the convertible bonds subscription agreement have been met, and the convertible bonds will be finalized on November 29, 2024. Based on a preliminary conversion price of HK$0.10 per share, the maximum number of converted shares to be issued and subscribed due to the exercise of conversion rights attached to the convertible bonds is set at 0.3 billion shares, equivalent to: (i) approximately 139.20% of the company's issued share capital right after the completion of the subscription agreement; and (ii) approximately 58.19% of the company's issued share capital after the issuance and subscription of the convertible shares due to the exercise of conversion rights attached to the convertible bonds.
Under Rule 26.1 and Rule 13 of the Takeovers Code, the offeror must make a mandatory unconditional cash offer for all the relevant securities, and Kim Eng Securities will (on behalf of the offeror) make a mandatory unconditional cash offer for all the relevant securities.