On October 27, October 27丨Australian Premium (01717.HK) announced that the company was notified by the seller that the offeror Hong Kong Golden Port Trading Holdings Limited entered into a share purchase agreement with the seller group on October 27, 2021. According to the share purchase agreement, several sellers have conditionally agreed to the sale, and the offeror has agreed to purchase a total of 531 million shares, accounting for about 30.89% of the company's total issued share capital on the date of this joint announcement. The total cost is HK$5.34 billion (that is, HK$10.06 per share sold).
On the same day, the offering party entered into a subscription agreement with the company, according to which the company conditionally agreed to purchase 90 million new shares in cash, accounting for 5.24% of the total number of shares issued on the date of this joint announcement and 4.98% of the total number of issued shares after the issuance and distribution of subscription shares, with a total subscription price of HK$905 million (i.e. HK$10.06 per share).
The company plans to use the net proceeds collected from the subscription for the following purposes: 1. 30% of the net proceeds will be used to provide part of the capital for the company to expand upstream production facilities. 2. 30% of the net proceeds will be set aside for future acquisitions of nutrition-related businesses. On the date of this joint announcement, the company is considering the acquisition of shares in a company engaged in the nutritional products and nutraceutical products industry. In this regard, as of the date of this joint announcement, the company is still negotiating on this matter and has not yet concluded a legally binding agreement; 3. 20% of the net proceeds will be used to enhance the Group's processing and logistics capabilities in China, especially to build the Group's third factory, which will become the Group's future logistics center to expand the Group's logistics and storage capacity; 4. 10% of the net proceeds will be invested in the Group's brand building-related activities to meet the Group's business expansion; and 5. The remaining 10% of the net proceeds will be used as the Group's general operating capital.
After completion, the offeror will have an equity interest in a total of 621 million shares, accounting for about 34.33% of the company's voting rights based on the company's total issued share capital after the issuance and distribution of subscription shares have been expanded. According to Rule 26.1 of the Takeovers Code, upon completion, the offeror will be required to make a mandatory conditional cash offer for all issued shares. Each offered share was HK$10.06 in cash, about a 13.67% premium over the closing price of HK$8.85 on October 11.
According to reports, Golden Port Trading is a company incorporated in Hong Kong, mainly engaged in investment and trade business. The company is wholly owned by Erie Shares (600887.SH).
The offering party agrees with the company's strategy, culture, team and business and will continue to support the company's independent operation and maintain the company's listing position in the Hong Kong capital market. The offeror intended for the company to continue to focus on developing its existing business. The offeror has no intention of making any significant changes to the Group's existing operations and operations after the offer has ended.
Furthermore, the company has applied for shares from the Stock Exchange to resume trading on the Stock Exchange starting at 9:00 a.m. on October 28, 2021