Zhitong Financial APP News, Chen Gang Technology (08131) and the offeror BRAVO MERIT MANAGEMENT GROUPS LIMITED jointly announced that on August 29th, the offeror and the seller (Maximizer International Limited and Pacific East Limited) entered into a sale and purchase agreement in which the offeror agreed to acquire and the seller agreed to sell the unsold shares (including 356 million common shares) for a total consideration of HK $27 million, equivalent to about HK $0.0759 per share for sale. Immediately before completion, the shares for sale (that is, all the shares held by the seller) accounted for about 74.81% of the company's voting rights (assuming that no convertible preferred shares were converted into common shares); and 59.39% of the company's voting rights (assuming that all convertible preferred shares are converted (according to an irrevocable undertaking, Special Advisor has promised not to convert until the end of the offer). According to the Sale and purchase Agreement, the completion was completed on August 30, 2023.
Upon completion and on the date of this joint announcement, the seller ceases to be a shareholder. The offeror has an interest in 356 million common shares, accounting for approximately 74.81% of the company's voting rights (assuming that no convertible preferred shares are converted into common shares); and 59.39% of the company's voting rights (assuming that all convertible preferred shares are converted (according to an irrevocable undertaking, special consultants have promised not to convert until the end of the offer).
Under rule 26.1 of the Takeovers Code, the offeror is required to make an unconditional mandatory comprehensive cash offer for all issued shares (except those owned or agreed to be acquired by the offeror and those acting in concert with it). The offer price of HK $0.0759 per share in cash represents a premium of about 65.00% over the closing price of HK $0.0460 per share on the Stock Exchange on 29 August (the last trading day).
It is reported that the offeror is ultimately wholly and beneficially owned by Mr. Liang Hengming. The offeror is mainly engaged in investment holding. Mr. Leung Hengming is a non-executive director of eprint Group Limited (01884) (eprint Group). He has an interest in about 21.62 per cent of eprint Limited, the controlling shareholder of the eprint group, which holds about 56.93 per cent of the eprint group. Mr. Leung was appointed as a director of E-PrintGroup Limited, a wholly owned subsidiary of eprint Group in June 2008. Mr. Liang has nearly 20 years of experience in the field of marketing. He has been the sales manager of Yixing Development Co., Ltd since October 2002. Yixing Development Co., Ltd. is not related to eprint Group. Its main business is large printing machinery trade.
The company has applied for the resumption of trading in the common shares on the Stock Exchange with effect from 09:00 on 8 September 2023.