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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Easyknit International Holdings Limited or Eminence Enterprise Limited.
ACE WINNER | EASYKNIT INTERNATIONAL | EMINENCE |
INVESTMENT LIMITED | HOLDINGS LIMITED | ENTERPRISE LIMITED |
永義國際集團有限公司 | 高山企業有限公司 | |
(Incorporated in Hong Kong | (Incorporated in Bermuda | (Incorporated in Bermuda |
with limited liability) | with limited liability) | with limited liability) |
(Stock Code: 1218) | (Stock Code: 616) |
JOINT ANNOUNCEMENT
CLOSE OF THE SHARE OFFER
AND
RESULTS OF THE SHARE OFFER
VOLUNTARY CONDITIONAL CASH OFFER BY ALTUS INVESTMENTS LIMITED
FOR AND ON BEHALF OF THE OFFEROR, A WHOLLY-OWNED SUBSIDIARY OF
EASYKNIT INTERNATIONAL HOLDINGS LIMITED
FOR ALL ISSUED SHARES OF
EMINENCE ENTERPRISE LIMITED
(OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE
OFFEROR AND
PARTIES ACTING IN CONCERT WITH IT)
Financial adviser to Easyknit International Holdings Limited
ALTUS CAPITAL LIMITED
1
Reference is made to (i) the joint announcement issued by Easyknit International Holdings Limited ("Easyknit") and Eminence Enterprise Limited ("Eminence" or "EE") dated 11 February 2021 in relation to, among other things, a pre-conditional voluntary conditional cash offer by Altus Investments Limited for and on behalf of Ace Winner Investment Limited (the "Offeror", a wholly-owned subsidiary of Easyknit), for all issued shares of Eminence other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it, and a possible very substantial acquisition for Easyknit in relation to the Share Offer;
-
the joint announcement issued by the Offeror, Easyknit and Eminence dated 4 March 2021 in relation to the delay in despatch of the Composite Document; (iii) the joint announcement dated 19 March 2021 issued by the Offeror, Easyknit and Eminence in respect of the fulfilment of the pre-condition of the Share Offer; (iv) the composite offer and response document dated 26 March 2021 jointly issued by the Offeror and Eminence in relation to the Share Offer (the
"Composite Document"); and (v) the joint announcement (the "Unconditional Announcement") issued by the Offeror, Easyknit and Eminence dated 7 April 2021 in relation to the Share Offer being declared unconditional.
Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Composite Document.
CLOSE OF THE SHARE OFFER
As disclosed in the Unconditional Announcement, all the Conditions had been fulfilled and the Share Offer was declared unconditional in all respects on 7 April 2021.
Pursuant to Rule 15.3 of the Takeovers Code, the Closing Date should be no less than fourteen
- days after the date on which the Share Offer becomes or is declared unconditional in all respects. The Offeror and EE jointly announce that the Share Offer closed at 4:00 p.m. on Wednesday, 21 April 2021.
RESULTS OF THE SHARE OFFER
Immediately before 11 February 2021 (being the commencement date of the Offer Period), the Offeror and parties acting in concert with it held 275,687,665 EE Shares in aggregate, representing approximately 29.60% of the total issued share capital of EE.
As of 4:00 p.m. on 7 April 2021, being the date on which the Share Offer became unconditional, the Offeror received valid acceptances in respect of a total of 199,291,345 EE Shares, representing approximately 21.39% of the issued share capital of EE as at the date of the Unconditional Announcement. Taking into account the said EE Shares, the Offeror and parties acting in concert with it held an aggregate of 474,979,010 EE Shares, representing approximately 50.99% of the issued share capital of EE as at 4:00 p.m. on the date of the Unconditional Announcement.
As of 4:00 p.m. on 21 April 2021, valid acceptances of the Share Offer had been received in respect of 393,683,175 EE Shares, representing approximately 42.27% of the issued share capital of EE as at the date of this joint announcement. Taking into account the said EE Shares, the Offeror and parties acting in concert with it held an aggregate of 669,370,840 EE Shares, representing approximately 71.86% of the issued share capital of EE as at 4:00 p.m. on the date of this joint announcement.
2
Save for the EE Shares acquired under the Share Offer, none of the Offeror and parties acting in concert with it has (i) acquired or agreed to acquire any EE Shares or the rights over EE Shares during the Offer Period; or (ii) borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of EE during the Offer Period.
SETTLEMENT OF CONSIDERATION
Settlement of the consideration in respect of acceptances of the Share Offer will be made as soon as possible and in any event within seven (7) Business Days of (i) the date of receipt of the relevant complete and valid acceptance or (ii) the date on which the Share Offer became unconditional in all respects (which was 7 April 2021), whichever is the later.
SHAREHOLDINGS IN EE
Set out below is the shareholding structure of EE (i) immediately before the commencement date of the Offer Period; and (ii) immediately upon close of the Share Offer and as at the date of this joint announcement:
Immediately before the | Immediately upon close of the | |||
commencement date of | Share Offer and as at the date of | |||
the Offer Period | this joint announcement | |||
Approximate | Approximate | |||
percentage of | percentage of | |||
No. of EE the issued share | No. of EE the issued share | |||
Name of EE Shareholder | Shares | capital of EE | Shares | capital of EE |
The Offeror and parties acting | ||||
in concert with it | ||||
- Offeror | 90,855,000 | 9.76% | 484,538,175 | 52.02% |
- Landmark Profits | 23,387,370 | 2.51% | 23,387,370 | 2.51% |
- Goodco (Note) | 161,445,295 | 17.33% | 161,445,295 | 17.33% |
Total | 275,687,665 | 29.60% | 669,370,840 | 71.86% |
Public EE Shareholders | 655,770,345 | 70.40% | 262,087,170 | 28.14% |
Total | 931,458,010 | 100.00% | 931,458,010 | 100.00% |
Note: Goodco also has an interest in, for the purposes of SFO, 389,120,000 underlying EE Shares which comprise of (i) 64,000,000 shares (subject to adjustment) to be issued upon full conversion of the Goodco Convertible Note issued by EE on 11 May 2017; (ii) 45,120,000 shares (subject to adjustment) to be issued upon full conversion of the Goodco Convertible Note issued by EE on 26 September 2017; and (iii) 280,000,000 shares (subject to adjustment) to be issued upon full conversion of the Goodco Convertible Note issued by EE on 28 August 2019.
3
PUBLIC FLOAT OF EE
Immediately after the close of the Share Offer and as at the date of this joint announcement, subject to the due registration by the Registrar of the transfer of the EE Shares (in respect of which valid acceptances were received), 262,087,170 EE Shares, representing approximately 28.14% of the issued share capital of EE Shares, are held by the public (as defined in the Listing Rules). Accordingly, as at the date of this joint announcement, EE continues to satisfy the minimum public float requirement as set out in Rule 8.08(1)(a) of the Listing Rules.
By order of the board of | By order of the board of | By order of the board of |
Ace Winner | Easyknit International | Eminence |
Investment Limited | Holdings Limited | Enterprise Limited |
Tse Wing Chiu Ricky | Koon Ho Yan Candy | Lai Law Kau |
Director | President and | Chairman and |
Chief Executive Officer | Chief Executive Officer | |
Hong Kong, 21 April 2021 |
As at the date hereof, the board of Easyknit comprises Ms. Koon Ho Yan Candy, Ms. Lui Yuk Chu and Mr. Tse Wing Chiu Ricky as executive Easyknit Directors; and Mr. Tsui Chun Kong, Mr. Jong Koon Sang and Mr. Lau Chak Hang Charles as independent non-executive Easyknit Directors.
As at the date hereof, the board of the Offeror comprises Ms. Lui Yuk Chu and Mr. Tse Wing Chiu Ricky as directors.
The directors of the Offeror and Easyknit jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the EE Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the
- 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 hereof, the EE Board comprises Mr. Lai Law Kau, Ms. Lui Yuk Chu and Mr. Kwong Jimmy Cheung Tim as executive EE Directors; and Mr. Kan Ka Hon, Mr. Lau Sin Ming and Mr. Wu Koon Yin Welly as independent non-executive EE Directors.
The EE Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Offeror and parties acting in concert with it) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the directors of the Offeror and the Easyknit 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.
4
Attachments
- Original document
- Permalink
Disclaimer
Easyknit International Holdings Ltd. published this content on 21 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2021 10:27:05 UTC.