① A relevant person from Nangang Steel Co., Ltd. said that the tender was initiated because the transfer of shares of the listed company by Nangang Group triggered the tender acquisition obligation, but it was not a compulsory acquisition. ② In the end, 225 million shares were pre-offered, accounting for 3.7% of the total share capital. Almost all of them were declared on the last day of the offer period. Compared with the 2,522 billion shares scheduled to be purchased, accounting for 40.9% of the total share capital, only a small portion.
Financial Services Association, January 11 (Reporters Wu Chao and Zhang Liangde) Today is the last day that the “new owner” of Nangang Steel (600282.SH), Hubei Xinye Steel Co., Ltd. (hereinafter referred to as “Xinye Steel”) issued an offer to all shareholders. Nangang Steel shares closed at 3.68 yuan/share, less than the bid purchase price of 3.69 yuan/share by a difference of 1 cent. Today, there was a sharp increase in pre-offered shares, fixed at 225 million shares. Although this is clearly less than the 2,522 million shares scheduled to be purchased, it also means that Xinye Steel will need to spend an additional 830 million yuan to receive shares in the hands of investors.
According to a relevant person from Nangang Steel Co., Ltd. to the Financial Federation, the reason for initiating an offer to investors this time is that Nangang Group holds more than 30% of Nangang Steel's shares. If the shares of this listed company are transferred, according to laws and regulations, it will trigger an offer obligation. “This is not a compulsory acquisition; it doesn't matter if individuals own shares or not sell them.”
After today's market, Nangang Steel Co., Ltd. announced that the tender offer has now expired. Due to the need to further confirm the results of the offer, trading of the company's shares will be suspended for one trading day on January 12 (Friday) and will resume trading on January 15. In response, the person mentioned above stated that this was only a temporary suspension of trading and had nothing to do with the takeover and delisting.
According to the takeover announcement previously disclosed by Nangang Steel Co., Ltd., when Xinye Steel plans to invest 13.58 billion yuan to increase the capital of Nangang Group to achieve control, Nangang Group acquired 100% of Nanjing Steel Union by exercising preferential purchasing rights, and used this to indirectly hold 59.10% of the shares of the listed company Nangang Steel. According to the relevant provisions of the “Securities Law” and the “Administrative Measures on Takeovers”, Nangang Steel Group is required to fulfill its obligation to make a full offer to all other shareholders holding listed and tradable common shares (A shares). Following negotiations, Xinye Steel was designated as the subject to actually execute this tender offer.
The offer price of this tender offer has been adjusted to 3.69 yuan/share. The number of shares to be purchased is 2,522 million shares, accounting for 40.90% of the total share capital of Nangang Steel Co., Ltd., so the total capital required is 9.304 billion yuan. The offer is valid from December 13, 2023 to January 11, 2024, and offers received in advance on the last 3 trading days are irrevocable.
A Finance Association reporter noticed that after the tender announcement was issued, the stock price of Nangang Steel Co., Ltd. experienced a wave of rising prices from the end of December to January 5, reaching a high of 3.92 yuan/share on the 5th. According to the pre-offer information disclosed by the Shanghai Stock Exchange, between January 4 and 5, most of the shares previously pre-offered were withdrawn, and only 34,400 shares chose to be pre-offered 5 days later.
However, in the last 5 trading days, the stock price of Nangang Steel Co., Ltd. gradually declined, and on the 11th, the last day of the validity period, it almost hovered around the offer price of 3.69 yuan/share throughout the day, and suddenly closed at 3.68 yuan/share near the closing of the market. According to the pre-offer information disclosed by the Shanghai Stock Exchange, 225 million shares were pre-offered on the same day, accounting for 3.66% of the total share capital, which is significantly higher than any day before. The total number of shares that were finally pre-offered was 2254.9 million shares, almost all of which were declared on the last day.
Although the closing price on the 11th was lower than the bid purchase price, not many investors finally accepted the offer compared to the 2,522 billion shares originally scheduled to be purchased, accounting for 40.90% of the total share capital. In response, a market analyst told the Financial Federation reporter that the bid price offered by the buyer often has a premium compared to the market price of the stock, but this does not mean that investors will definitely make a profit by accepting the offer, because the cost invested by some investors when initially buying a position is far higher than the income from the offer.
According to the announcement of Nangang Steel Co., Ltd., the actual controller has now been changed. Xinye Steel has become the controlling shareholder of Nangang Steel Group, and the actual controller has changed from Guo Guangchang to CITIC Group. Regarding how to resolve competition issues between Nangang Steel Co., Ltd. and CITIC Special Steel (000708.SZ), other steel companies under the CITIC Group since then, the company sources mentioned above said that they will follow the relevant regulations of the Securities Regulatory Commission and other supervisory authorities, and that the future will depend on how the group and actual controllers consider it, but overall it will be avoided as much as possible.