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 invitation or offer to acquire, purchase or subscribe for securities of Caister Limited or Easy One Financial Group Limited nor is it a solicitation of any vote or approval in any jurisdiction.

CAISTER LIMITED

Easy One Financial Group Limited

(Incorporated in the British Virgin Islands with limited liability)

易 易 壹 金 融 集 團 有 限 公 司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 221)

JOINT ANNOUNCEMENT

  1. PROPOSED PRIVATISATION OF EASY ONE FINANCIAL GROUP LIMITED BY CAISTER LIMITED BY WAY OF A SCHEME OF

ARRANGEMENT (UNDER SECTION 99 OF THE COMPANIES ACT 1981

OF BERMUDA)

  1. PROPOSED WITHDRAWAL OF LISTING OF EASY ONE FINANCIAL GROUP LIMITED
  2. SANCTION OF THE SCHEME BY THE BERMUDA COURT
  3. EXPECTED EFFECTIVE DATE OF THE SCHEME AND
  4. EXPECTED DATE OF WITHDRAWAL OF LISTING OF THE EOG SHARES

Financial Adviser to Caister Limited

Independent Financial Adviser to the Independent Board Committee of

Easy One Financial Group Limited

ALTUS CAPITAL LIMITED

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INTRODUCTION

Reference is made to (i) the scheme document dated 12 August 2020 jointly issued by the Company and Caister in relation to, among other things, the Proposal, the Scheme and the Option Offer (the "Scheme Document"); (ii) the supplemental announcement of the Company dated 13 August 2020 in relation to the independent financial adviser's letter set out in the Scheme Document; (iii) the joint announcement dated 26 August 2020 published by Caister and the Company in relation to the fulfilment of certain conditions to the Proposal; and (iv) the announcement jointly issued by Caister and the Company dated 8 September 2020 in relation to, among other things, results of the Court Meeting and the SGM (the "Results Announcement"). Unless the context requires otherwise, capitalised terms used herein shall bear the same meanings as defined in the Scheme Document.

SANCTION OF THE SCHEME

The Scheme was sanctioned (without modification) by the Bermuda Court on Thursday, 17 September 2020 (Bermuda time).

UPDATE ON THE CONDITIONS TO THE PROPOSAL

As at the date of this joint announcement, the implementation of the Proposal is still subject to the fulfilment of Conditions (d), (h), (i), (k) and (l) as set out in the section headed "Conditions to the Proposal" in the Explanatory Statement on pages 75 to 77 of the Scheme Document, and therefore the Proposal may or may not become effective.

Set out below are the text of Conditions (d), (h), (i), (k) and (l) as set out in the Scheme Document:

  1. the sanction of the Scheme (with or without modifications) by the Bermuda Court and the delivery to the Registrar of Companies in Bermuda of a copy of the order of the Bermuda Court for registration;
  1. all Authorisations having been obtained or made from, with or by (as the case may be) the Relevant Authorities in Bermuda, Hong Kong and any other relevant jurisdictions;
  2. all Authorisations remaining in full force and effect without variation, and all necessary statutory or regulatory obligations in all relevant jurisdictions having been complied with and no requirement having been imposed by any Relevant Authorities which is not expressly provided for, or is in addition to requirements expressly provided for, in relevant laws, rules, regulations or codes in connection with the Proposal or any matters, documents (including circulars) or things relating thereto, in each aforesaid case up to and at the time when the Scheme becomes effective;

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  1. no government, governmental, quasi-governmental, statutory or regulatory body, court or agency in any jurisdiction having taken or instituted any action, proceeding, suit, investigation or enquiry (or enacted, made or proposed, and there not continuing to be outstanding, any statute, regulation, demand or order) that would make the Proposal or the Scheme or its implementation in accordance with its terms void, unenforceable, illegal or impracticable (or which would impose any material and adverse conditions or obligations with respect to the Proposal or the Scheme or its implementation in accordance with its terms), other than such actions, proceedings, suits, investigations or enquiries as would not have a material adverse effect on the legal ability of Caister to proceed with the Proposal or the Scheme;
  2. since the Announcement Date, there having been no material adverse change in the business, assets, financial or trading positions, profits or prospects of any member of the EOG Group to an extent which is material in the context of the EOG Group taken as a whole or in the context of the Proposal.

A copy of the order of the Bermuda Court sanctioning the Scheme is expected to be delivered to the Registrar of Companies in Bermuda for registration on or by Tuesday, 6 October 2020 (Bermuda time) whereupon Condition (d) will be fulfilled.

EXPECTED EFFECTIVE DATE OF THE SCHEME

Assuming that all the Conditions are fulfilled or validly waived (as applicable), it is expected that the Scheme will become effective on Tuesday, 6 October 2020 (Bermuda time). An announcement will be made when the Scheme becomes effective.

The Scheme will lapse if it does not become effective on or before 31 December 2020 (being the Long Stop Date). Caister and the Company will make further announcement(s) as and when necessary.

EXPECTED DATE OF WITHDRAWAL OF THE LISTING OF THE EOG SHARES

Subject to the implementation of the Proposal becoming unconditional and the Scheme becoming effective, the withdrawal of the listing of the EOG Shares on the Stock Exchange is expected to take place from 4:00 p.m. on Friday, 9 October 2020.

EXPECTED TIMETABLE

There is no change to the information disclosed in the section headed "Expected Timetable" in the Results Announcement, an extract of which is repeated below.

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Hong Kong time (unless otherwise stated)

Closure of the register of members of the Company for determining the entitlement of

the Scheme Shareholders under the Scheme . . . . . . . . . . . . .from Thursday, 17 September 2020 onwards

Record date and time for determining (1) the entitlement of the Scheme Shareholders under the Scheme and (2) the entitlement of the EOG Optionholders under the Option

Offer, being the Scheme Record Date . . . . . . . . . . . . .4:00 p.m. on Monday, 5 October 2020

Latest time to accept the Option Offer and

the closing date of the Option Offer . . . . . . . . . . . . . 4:00 p.m. on Monday, 5 October 2020

Effective Date . . . . . . . . . . . . . . . . . . . . . Tuesday, 6 October 2020 (Bermuda time)

Announcement of (1) the Effective Date,

  1. the results of the Option Offer and (3) the withdrawal of listing of EOG Shares on the Stock Exchange, published on

the Stock Exchange's website . . . . . . . . . . . . . . . . . . . Wednesday, 7 October 2020

Withdrawal of listing of EOG Shares

on the Stock Exchange becomes effective . . . . . . . . . . . . 4:00 p.m. on Friday, 9 October 2020

Cheques for payment of the Cancellation Consideration despatched to the Scheme Shareholders and certificates for the Consideration Shares

to be despatched . . . . . . . . . . . . . . . . . . . . on or before Thursday, 15 October 2020

Payment of the Option Cancellation Price

to the EOG Optionholders . . . . . . . . . . . . . . . . on or before Thursday, 15 October 2020

EOG Shareholders and EOG Optionholders should note that the dates and times specified in the above timetable are subject to change. Further announcement(s) will be made in the event that there is any change to the above timetable.

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All references in this joint announcement to times and dates are references to Hong Kong times and dates, other than the reference to the expected date of the Effective Date, which refers to time and date in Bermuda. Bermuda time is 11 hours behind Hong Kong time.

WARNING: EOG Shareholders, EOG Optionholders and potential investors of the Company should be aware that the implementation of the Proposal is still subject to the Conditions being fulfilled or waived (as applicable), and thus the Proposal may or may not be implemented and the Scheme may or may not become effective. EOG Shareholders, EOG Optionholders and potential investors of the Company should therefore exercise caution when dealing in the securities of the Company. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

By Order of the sole director of

By Order of the board of directors of

CAISTER LIMITED

EASY ONE FINANCIAL GROUP LIMITED

Tang Ching Ho

Chan Chun Hong, Thomas

Director

Chairman and Managing Director

Hong Kong, 18 September 2020

As at the date of this joint announcement, Mr. Tang Ching Ho is the sole director of Caister.

The sole director of Caister accepts full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the EOG Group) and confirms, having made all reasonable inquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the EOG Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the EOG Board comprises Mr. Chan Chun Hong, Thomas, Mr. Cheung Wai Kai and Ms. Stephanie as executive directors; and Mr. Sin Ka Man, Mr. Cheung Sau Wah, Joseph and Mr. Wong Hung Tak as independent non-executive directors.

The EOG Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to Caister and the Offeror Concert Parties) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those opinions expressed by the sole director of Caister) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

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Easy One Financial Group Ltd. published this content on 18 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 September 2020 10:59:00 UTC