According to Zhitong Finance App, CITIC Global (06819) and Symplr Software LLC jointly announced that on February 9, 2024, the company will take over its wholly-owned subsidiary IntelliCentrics Holding and intend to sell all of Inception Point Systems Ltd.'s issued share capital to Symplr Software LLC at a minimum purchase price of US$246.5 million. After delivery, IntelliCentrics Holding will no longer hold any shares in the target company or any other target group company.

The target company and its subsidiaries (that is, the target group) will constitute the subject matter of the sale. The target group operates in these regions. The contracting parties agreed that the remaining assets would be retained by one of the remaining group member companies. Therefore, before delivery and as a condition of delivery, IntelliCentrics Holding will induce Zengine (a target group company and current legal and beneficial owner of the remaining assets) to implement the transfer of intellectual property assets in accordance with the intellectual property transfer agreement.

The board of directors recommended that after any applicable conditions (including independent shareholders have approved the sale, special interim dividends and amendments to the articles of association at the special shareholders' meeting, and proposed delisting; and delivery has been implemented), it shall distribute an amount equal to the purchase price (including any purchase price adjustments) minus the general reserve amount as a special interim dividend. The minimum amount of the special interim dividend will be approximately US$220 million, or US$0.52 per share in cash (equivalent to approximately HK$4.07 per share); the maximum amount of the special interim dividend will be US$233.9 million, or $0.55 in cash per share (equivalent to approximately HK$4.30 per share).

After completing the special interim dividend distribution, the company will apply to the Stock Exchange to withdraw its share listing status in accordance with section 6.15 (2) of the listing rules.

The Board believes that due to the sale, the company will not have sufficient operating levels and assets of sufficient value to support its operation to ensure that its securities continue to be listed in accordance with section 13.24 (1) of the listing rules, and that the company should be listed on the Stock Exchange in accordance with applicable regulatory requirements. Therefore, after the proposed sale is completed, the company should voluntarily withdraw from listing on the Stock Exchange in accordance with section 6.15 (2) of the Listing Rules.

The directors will decide to voluntarily liquidate the company as soon as possible after full payment of the special interim dividend and full settlement of the net outstanding amount under bank loans and any other outstanding liabilities of the Group.

The company confirmed that the special interim dividend will be paid in full from the purchase price (including any purchase price adjustments). The Company's remaining cash reserves (excluding purchase price) of USD 11.72 million as at the date of this announcement will be used to repay bank loans after delivery. As of the date of this announcement, the total amount outstanding under bank loans (including any accrued interest) is approximately US$23.56 million. As of the settlement date, the total amount outstanding under bank loans (including accrued interest) will be approximately $23.88 million.

ING has been appointed as the buyer's financial advisor and is satisfied that the buyer has sufficient financial resources to fully pay the purchase price (including any purchase price adjustments) in accordance with the terms of the share purchase agreement.