Gelonghui, April 29 | L'OCCITANE (00973.HK) announced that on April 8, 2024, the offender L'Occitane Groupe S.A. informed the board of directors that the offender intended to make a definite conditional voluntary comprehensive offer for all offered shares in accordance with the share offer and to make appropriate arrangements for all rewards (i.e. already owned share options and liquidity arrangements) in accordance with Rule 13 of the Takeovers Code.
On the date of the announcement, the Offeror Group held 1,071,328,991 shares (equivalent to approximately 72.64% of the company's total issued and issued foreign share capital).
The offer price is HK$34.00 per share, which is equivalent to a 15.25% premium of HK$29.50 per share over the closing price of the shares reported on the Stock Exchange on the last trading day.
According to Rule 18 of the Rules and Rule 2.11 of the Takeovers Code, within four months from the date of the announcement to the date of the consolidated document, if the offender acquires not less than 90% of the offer shares held by uninterested shareholders, the offeror will forcibly acquire all remaining offered shares in accordance with the same terms of the share offer by exercising the rights conferred under Rule 18, and thereafter withdraw the listing status of the shares on the Stock Exchange and privatize the company in accordance with section 6.15 of the listing rules.
The offender is a limited company incorporated in Luxembourg. It is an investment holding company with no independent operations. The offeror holds interests in companies and companies in other industries, including retail, consumer goods, and hotels and resorts. The offeror was ultimately controlled by Reinold Geiger. The offender has been and will continue to be the controlling shareholder of the company before and after the share offer.
The reasons and benefits of the company's proposals: providing greater flexibility for the company to make long-term business-centered decisions and long-term sustainable growth; consolidating the company's independence and reducing market risk; and liquidity arrangements help retain talent.
On March 28, 2024, the company entered into a sale agreement with Lavender Investments Limited (André Hoffmann's wholly-owned controlled enterprise), under which the company will sell all of its interests in Grown Alchemist to Lavender Investments Limited for €28,352,809.00.
Furthermore, the company has applied to the Stock Exchange to resume share trading at 9:00 a.m. on April 30, 2024.