Lufax (06623) and joint offeror Anjia Technology and Ping An Overseas Holdings jointly announced that according to the equity interest distribution plan of Lufax, a total of approximately 586 million new Lufax shares (including Lufax ADS-related Lufax shares) will be distributed and issued as Lufax special dividends. Among them, approximately 306 million new Lufax shares and 204 million new Lufax shares will be distributed and issued to Anjia Technology and Ping An Overseas Holdings, respectively. After the new shares are issued by equity interest distribution, the total number of Lufax shares held by Lufax Holdings controlling shareholder will increase from approximately 475 million Lufax shares (accounting for 41.40% of the total number of Lufax shares already issued on the date of this joint announcement) to approximately 985 million Lufax shares (accounting for 56.82% of the total number of Lufax shares already issued on the date of this joint announcement after the increase). Therefore, Lufax will become an indirect non-wholly-owned subsidiary of Ping An Group, and the financial performance of Lufax Group will be incorporated into the consolidated financial statements of Ping An Group.
Zhongtong Finance APP News, Lufax (06623) and joint offerors Anjia Technology and Ping An Overseas Holdings jointly announced that according to the equity interest distribution plan of Lufax, a total of approximately 586 million new Lufax shares (including Lufax ADS-related Lufax shares) will be distributed and issued as Lufax special dividends. Among them, approximately 306 million new Lufax shares and 204 million new Lufax shares will be distributed and issued to Anjia Technology and Ping An Overseas Holdings, respectively. After the new shares are issued by equity interest distribution, the total number of Lufax shares held by Lufax Holdings controlling shareholder will increase from approximately 475 million Lufax shares (accounting for 41.40% of the total number of Lufax shares already issued on the date of this joint announcement) to approximately 985 million Lufax shares (accounting for 56.82% of the total number of Lufax shares already issued on the date of this joint announcement after the increase). Therefore, Lufax will become an indirect non-wholly-owned subsidiary of Ping An Group, and the financial performance of Lufax Group will be incorporated into the consolidated financial statements of Ping An Group.
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Morgan Stanley, as the financial advisor of the joint offeror, will, and on behalf of the joint offeror, make a tender offer for all Lufax tendered shares and Lufax ADSs pursuant to the rules of the Takeovers Code. The tender offer price per Lufax share is USD 1.127 in cash, equivalent to approximately HKD 8.803, which is a discount of approximately 28.43% to the closing price of HKD 12.3 per Lufax share quoted on the Stock Exchange of Hong Kong on the date of this joint announcement; and the tender offer price per Lufax ADS is USD 2.254.
According to Rule 13 of the Takeovers Code and the Practice Note 6, the offer price for unvested share options usually refers to the difference between the exercise price of the share options and the offer price of the Lufax shares. Pursuant to the Lufax Share Option Offer, as to the unvested share options with an exercise price higher than the offer price of the Lufax shares, such unvested share options are out-of-the-money options, and the tender offer price for each such unvested share option shall be HKD 0.00001. Upon acceptance of the Lufax Share Option Offer, all the relevant Lufax share options together with all the rights attached thereto will be cancelled and surrendered. Unvested share options of Lufax which are not accepted pursuant to the Lufax Share Option Offer may be exercised in accordance with their respective original terms and conditions.
The Offeror Group has no intention to privatize Lufax and believes that there is no reasonable possibility of privatizing Lufax, and intends to maintain the listing of Lufax shares on the Stock Exchange and the listing of Lufax ADSs on the New York Stock Exchange. The Offeror Group has no intention of exercising any power to compulsorily acquire any issued Lufax shares after the Lufax Offer is completed.
Anjia Technology is directly fully owned by Ping An Financial Technology, which is fully owned by Ping An Group, and is one of the controlling shareholders of Lufax Holdings. Ping An Overseas Holdings is directly fully owned by Ping An Group and is also one of the controlling shareholders of Lufax Holdings.