Wisdom Financial APP News, Kingkey Fin Int (01468) announced that on September 24, 2024, the company (as the buyer) entered into an agreement with the seller IndexAtlas AG, under which the company conditionally agreed to purchase and the seller conditionally agreed to sell the target company Youngtimers AG's 6 million shares (each with a face value of 0.42 Swiss Francs per share, with the share capital fully paid-up and no par value shares)...

Assuming the company's share capital remains unchanged from the date of this announcement to the completion period, the consideration shares to be issued and distributed in the form of fully paid-up shares will account for approximately 8.54% of the company's total issued share capital as of the date of this announcement, and approximately 7.86% of the total issued share capital after the issue and distribution of consideration shares...

Assuming the private placement is completed as scheduled, and besides the placement shares, if there are no changes in the target company's share capital from the date of this announcement to the completion period, then the shares for sale would account for approximately 9.68% of the target company's total issued share capital as of the date of this announcement; and approximately 8.33% of the total issued share capital after the expansion due to the issue and distribution of placement shares...

The company expects to realize capital appreciation of the shares for sale through the proposed acquisition, and leverage the resources and network of the target company to create business synergies. In view of this, the board of directors has thoroughly evaluated the following factors before entering into the agreement.

The target company specializes in providing financial and investment services, including private equity investment and small to mid-cap stock exchange listings. The directors have carefully reviewed the business plan published by the target company, outlining the expansion of its asset management business. According to the announcement published by the target company on July 15, 2024 (the announcement), the board of directors of the target company has approved the acquisition of all the shares of C Capital Acquisition Corp (C Capital), domiciled in Luxembourg (the transaction). The transaction is subject to approval by the target company's shareholders at a special general meeting in September 2024. The announcement also discloses that C Capital was jointly founded by a prominent entrepreneur in Hong Kong, who has invested in high-growth Asian companies globally with considerable potential, including Shein, Nio Inc (NIO), XPeng, Lalamove, SenseTime, Agile Robots, and Casetify. In this collaboration, the target company aims to focus on investing in private equity and small to mid-cap stock exchange listings, particularly targeting the East Asian market, and selectively investing in the European market. Based on the information disclosed by the target company and its cooperation intentions with C Capital, the directors anticipate that the target company has good business growth potential and can bring substantial returns to the company through the shares for sale.

In addition to the above business plan, the company is actively exploring potential cooperation opportunities with the target company. The main goal is to establish a strategic partnership to expand asset management services globally. This collaboration will focus on market expansion, business development, product innovation, technology integration, risk management, training, and thought leadership. Furthermore, the company also intends to utilize this strategic partnership to support and explore opportunities to expand the group's business, including developing and/or investing in green energy businesses and/or ESG-related business areas. The primary objective is to capture business synergies, enhance operational efficiency, explore future project opportunities, maximize shareholder returns, and support sustainable development for both parties.

The board of directors has thoroughly reviewed the target company's stock performance and observed that the consideration (i.e. CHF 0.72 per share of the target company) represents a discount of approximately 5.64% from the average closing price of the target company's shares on the Swiss Stock Exchange in the past three months from the date of this announcement (i.e. from June 23, 2024 to September 24, 2024). Based on this comprehensive review, the board of directors believes that the consideration is determined on a fair and reasonable basis; and

The target company is a prestigious company listed in Switzerland. The board of directors believes that the proposed acquisition provides an opportunity for this company to expand its shareholder and capital base, thereby promoting the future growth and development of the group's business.