Item 8.01 Other Events.
On October 1, 2020, BI Intermediate (Hong Kong) Limited, a Hong Kong company
("BI Intermediate") and a wholly owned subsidiary of GFH Intermediate Holdings
Limited, a British Virgin Islands company and wholly owned subsidiary of MICT,
Inc., entered into an agreement (the "Agreement") with a certain Hong Kong
company (the "Vendor") to acquire all of the issued share capital of a certain
Hong Kong-based securities and investments firm ("Target").
Subject to the terms of the Agreement, BI Intermediate shall initially acquire
9% of the share capital of Target from the Vendor. Subsequently, BI Intermediate
shall then acquire the remaining 91% of the share capital of Target upon the
approval of the Securities and Futures Commission of Hong Kong ("SFC") of a
change in the substantial shareholder of Target. In the event that such approval
is not obtained within a period of 12 months following the date of first
submission of the required change of control application (and accompanying
documentation) to SFC, then BI Intermediate may elect to terminate the Agreement
and require the Vendor to re-acquire the initial 9% of the share capital it
initially acquired.
The consideration for the complete acquisition is a sum equal to the net asset
value of Target, initially estimated at HK$15,800,000, together with the sum of
HK$7,000,000 (the "Consideration"). Nine percent of the Consideration shall be
paid within 5 days of the determination of the net asset value of Target, with
the balance of the Consideration to be paid upon SFC's grant of approval of the
change of control. BI Intermediate will deposit the deferred element of the
Consideration to the Vendor upon execution of the Agreement under the terms of a
secured loan. In the event that SFC does not grant approval of the change of
control, BI Intermediate may elect to terminate the Agreement, at which point
the secured loan shall become repayable.
The Vendor has made certain customary representations, warranties and
indemnities for the benefit of BI Intermediate. In the period from signing until
completion or termination of the Agreement, BI Intermediate shall have the
benefit of certain controls and rights in relation to the day-to-day operations
of Target's business consistent, with its rights as a minority shareholder and
the requirements of SFC.
Target is authorized to undertake certain licensed regulated activities under
the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)
under categories 1 (dealings in securities), 2 (dealing in futures contracts), 4
(advising on securities) and 9 (asset management).
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release Issued October 2, 2020.
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