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Winto : JOINT ANNOUNCEMENT (1) COMPLETION OF THE SALE AND PURCHASE OF THE SALE SHARES IN WINTO GROUP (HOLDINGS) LIMITED BY THE OFFEROR; (2) MANDATORY UNCONDITIONAL CASH OFFERS BY LEGO SECURITIES LIMITED FOR AND ON BEHALF OF THE OFFEROR FOR ALL THE ISSUED SHARES (OTHER THAN THOSE ALREADY OWNED AND AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT) AND TO CANCEL ALL THE OUTSTANDING OPTIONS IN WINTO GROUP (HOLDINGS) LIMITED; AND (3) RESUMPTION OF TRADING

09/17/2019 | 07:07pm EDT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.

This joint announcement appears for information purposes only and does not constitute an intention or offer to acquire, purchase or subscribe for any securities of Winto Group (Holdings) Limited nor is it a solicitation of any acceptance, vote or approval in any jurisdiction.

SOURCE CREATION

WINTO GROUP (HOLDINGS) LIMITED

INTERNATIONAL LIMITED

惠陶集團(控股)有限公司

創源國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 8238)

JOINT ANNOUNCEMENT

  1. COMPLETION OF THE SALE AND PURCHASE OF THE SALE SHARES IN

WINTO GROUP (HOLDINGS) LIMITED BY

THE OFFEROR;

  1. MANDATORY UNCONDITIONAL CASH OFFERS BY LEGO SECURITIES LIMITED
    FOR

AND ON BEHALF OF THE OFFEROR

FOR ALL THE ISSUED SHARES (OTHER THAN THOSE ALREADY OWNED AND AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT) AND TO CANCEL ALL THE OUTSTANDING OPTIONS IN

WINTO GROUP (HOLDINGS) LIMITED;

AND

(3) RESUMPTION OF TRADING

Financial adviser to the Offeror

1

COMPLETION OF THE SALE AND PURCHASE OF THE SALE SHARES

The Company was informed by the Offeror that on 2 September 2019, the Vendors, the Offeror (being the Purchaser), Mr. Lui and the Receivers entered into the Sale and Purchase Agreement pursuant to which, among other things, the Offeror agreed to acquire and the Vendors agreed to sell the Sale Shares, being an aggregate of 319,680,000 Shares (representing 74.00% of the entire issued share capital of the Company as at the date of this joint announcement) at the aggregate consideration of HK$35,250,000 or approximately HK$0.1103 per Sale Share which was determined by a private tender conducted by the Receivers. The aggregate Consideration for the Sale Shares was settled by the Offeror in cash in the manner as disclosed in the paragraph headed "Consideration" in this joint announcement. Completion took place on 5 September 2019, immediately following which and as at the date of this joint announcement, the Vendors ceased to hold any beneficial interest in any Shares or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company.

MANDATORY UNCONDITIONAL CASH OFFERS

As at the date of this joint announcement, there are outstanding Options entitling the holders thereof to subscribe for an aggregate of 7,440,000 Shares.

As at the date of this joint announcement, there are 432,000,000 Shares in issue and the Company does not have any derivatives, warrants or securities which are convertible or exchangeable into Shares (other than the outstanding Options) or which confer rights to require the issue of Shares and has not entered into any agreement for the issue of such options, derivatives, warrants or securities which are convertible or exchangeable into Shares or which confer rights to require the issue of Shares. As at the date of this joint announcement, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) other than the Shares and the Options.

As at the date of this joint announcement and immediately before the Completion, the Offeror and the parties acting in concert with it did not hold, own, control or have direction over any Shares, options, derivatives, warrants, convertible securities or voting rights of the Company or any other relevant securities.

Immediately following Completion, the Offeror and parties acting in concert with it became interested in 319,680,000 Shares, representing 74.00% of the entire issued share capital of the Company. Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make the Offers for all the issued Shares (other than those already owned and agreed to be acquired by the Offeror and parties acting in concert with it) and to cancel all the outstanding Options.

2

PRINCIPAL TERMS OF THE OFFERS

Lego Securities will, on behalf of the Offeror, make the Share Offer to acquire all the Offer Shares, in compliance with the Takeovers Code on the following basis:

For every Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.1103 in cash

The Share Offer Price of HK$0.1103 for each Offer Share is equal to the price payable by the Purchaser for each Sale Share rounded up to the nearest four decimal places under the Sale and Purchase Agreement.

The Share Offer will be extended to all Shareholders other than the Offeror and parties acting in concert with it in accordance with the Takeovers Code. The Offer Shares to be acquired under the Share Offer will be fully paid and free from all Encumbrances together with all rights attached thereto, including but not limited to all rights to any dividend or other distribution declared, made or paid on or after the date on which the Share Offer is made, being the date of the despatch of the Composite Document, or subsequently attached to them.

The Company confirms that as at the date of this joint announcement, (a) it has not declared any dividend, the record date of which falls on or after the expected date of despatch of the Composite Document; and (b) it does not have any intention to make, declare or pay any future dividend/make other distributions until the close of the Offers.

The Share Offer will be unconditional in all respects when made.

The Option Offer

Lego Securities will, on behalf of the Offeror, make the Option Offer to cancel all the outstanding Options (other than those held by the Offeror and parties acting in concert with it) in exchange for cash, in compliance with the Takeovers Code on the following basis:

As the exercise prices of all the Options are higher than the Share Offer Price for cancellation of each Option, the "see through" price is therefore zero. In this circumstance, the Option Offer is made at a nominal price:

For cancellation of each Option. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.001 in cash

The Option Offer will be unconditional in all respects when made. Further information on the Option Offer will be set out in the Composite Document which will be sent to Option Holders.

3

Following acceptance of the Option Offer, the relevant Options together with all rights attaching thereto will be entirely cancelled and renounced.

Confirmation of financial resources

The maximum cash consideration payable by the Offeror under the Offers (assuming all the Options have been exercised before the close of the Offers), excluding the Shares already held by the Offeror and the parties acting in concert with it, is HK$13,209,528.

The Offeror intends to finance and satisfy the consideration payable under the Offers by its own internal resources. Lego Corporate Finance, being the financial adviser to the Offeror, is satisfied that there are sufficient financial resources available to the Offeror to satisfy the total consideration payable upon full acceptance of the Offers.

Independent Board Committee and the Independent Financial Adviser

An Independent Board Committee, comprising all the three independent non-executive Directors namely Mr. Tsang Zee Ho, Paul, Ms. Wang Yan and Mr. Lau Fai, Lawrence, will be established to advise the Independent Shareholders as to whether the terms and conditions of the Offers are fair and reasonable and as to acceptance of the Offers. An independent financial adviser will be appointed by the Company after approval by the Independent Board Committee to advise the Independent Board Committee and the Independent Shareholders in respect of the Offers. Further announcement(s) will be made by the Company as soon as possible after the appointment of the Independent Financial Adviser.

DESPATCH OF COMPOSITE DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Offeror is required to despatch an offer document containing the terms of the Offer, together with the form(s) of acceptance, to the Shareholders and the Optionholders within 21 days of the date of this joint announcement, or such later date as the Executive may approve.

It is the intention of the Offeror and the Board to combine the offer document and the offeree board circular from the Company. Accordingly, the Composite Document (accompanied by the form(s) of acceptance) in connection with the Offers setting out, inter alia, details of the Offers (including the expected timetable) and incorporating the respective letters of advice from the Independent Board Committee and the Independent Financial Adviser on the Offers will be issued and despatched by the Offeror and the Company jointly to the Independent Shareholders and Optionholders in accordance with the Takeovers Code, within 21 days of the date of this joint announcement or such later date as the Executive may approve. Independent Shareholders and Optionholders are encouraged to read the Composite Document carefully, including the advice of the Independent Financial Adviser to the Independent Board Committee and the recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Offers, before deciding whether or not to accept the Offers.

4

SUSPENSION AND RESUMPTION

At the request of the Company, trading in the Shares has been suspended with effect from 3:02 p.m. on Monday, 2 September 2019. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect 9:00 a.m. on Wednesday, 18 September 2019.

WARNING

The Directors make no recommendation as to the fairness or reasonableness of the Offers or as to the acceptance of the Offers in this joint announcement, and strongly recommend the Independent Shareholders and Optionholders not to form a view on the Offers unless and until they have received and read the Composite Document, including the recommendations of the Independent Board Committee in respect of the Offers and a letter of advice from the Independent Financial Adviser. Shareholders and potential investors should exercise caution when dealing in the Shares. If the Shareholders and potential investors are in any doubt about their position, they should consult their professional advisers.

COMPLETION OF THE SALE AND PURCHASE OF THE SALE SHARES

The Company was informed by the Offeror that on 2 September 2019, the Vendors, the Offeror (being the Purchaser), Mr. Lui and the Receivers entered into the Sale and Purchase Agreement pursuant to which, among other things, the Offeror agreed to acquire and the Vendors agreed to sell the Sale Shares, being an aggregate of 319,680,000 Shares (representing 74.00% of the entire issued share capital of the Company as at the date of this joint announcement) at the aggregate consideration of HK$35,250,000 or approximately HK$0.1103 per Sale Share which was determined by a private tender conducted by the Receivers.

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Winto Group (Holdings) Ltd. published this content on 18 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 September 2019 23:06:01 UTC


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