Zhitong Financial App News, Century Ruike (01450) and offeror Golden Ocean Holdings Corp jointly announced that as of the date of this joint announcement, the company has 1.041 billion issued shares. Assuming that there is no change in the issued share capital of the company from the date of this joint announcement to the date of completion of the acquisition, immediately after the completion of the acquisition, the offeror and its parties acting in concert will be interested in a total of 713 million shares, equivalent to approximately 68.44% of the issued share capital of the company. In accordance with rule 26.1 of the Takeovers Code, upon completion of the acquisition, Purchaser 1 will be required to make a mandatory and unconditional comprehensive offer in cash for all issued shares held by the independent shareholders.
Assuming that except for the issue of all conversion shares, the issued share capital of the company remains unchanged from the date of this joint announcement to the date of conversion of the convertible bonds, after the date of completion of the acquisition and subscription and immediately after the issue of all conversion shares, the offeror and its parties acting in concert will be interested in a total of 917 million shares, equivalent to approximately 73.62% of the issued share capital of the company.
Upon completion of the acquisition, New Bailey (on behalf of the offeror) will make a share offer at HK $0.23 per share in cash in accordance with the Takeovers Code, at a discount of about 71.25% to the closing price of HK $0.8 per share on the last trading day.
On July 30, 2021, the company and the subscribers entered into a subscription agreement in which the company conditionally agreed to issue and the subscribers conditionally agreed to subscribe for convertible bonds with a principal amount of HK $47 million in cash, the convertible bonds can be converted into 204 million conversion shares at the initial conversion price of HK $0.23 per conversion share after the exercise of the conversion rights under the convertible bonds. Equivalent to about 19.63% of the issued share capital of the company as at the date of this joint announcement And the issued share capital of the company has been expanded by issuing shares for conversion of about 16.41%.
Upon completion of the acquisition, Purchaser 1 will become the controlling shareholder of the company and is expected to have a direct interest of approximately 31.07% in the total issued share capital of the company, while the offeror and its parties acting in concert will have an interest of approximately 68.44% in the total issued share capital of the company.
The offeror's intention is that the Group will continue to carry on its business in a general manner. After the closing of these offers, the purchasers and / or offerors will conduct a detailed review of the business operation and financial position of the Group and formulate a sustainable business plan or strategy for the long-term development of the Group. Subject to the results of the above review, these purchasers and / or offerors may explore other business opportunities and consider whether it is suitable for any asset sale, asset acquisition, fund-raising, business restructuring and / or business diversification, to enhance the company's long-term growth potential.
Notwithstanding the above, no investment or business opportunity has been identified as at the date of this joint announcement, nor have such purchasers and / or offerors entered into any agreements, arrangements, understandings or negotiations for the injection of any assets or business into the Group, and such purchasers and / or offerors have no intention to terminate the employment of Group employees or to sell or redeploy Group assets except in the ordinary course of their business.
It is reported that the offeror is held by buyer 1 (Starlink Vibrant Holdings Ltd), Galaxy Forever Investments Limited, which is wholly owned by Li Xiang, and subscriber 1, which is wholly owned by Xiao Xin. Buyer 1 is wholly owned by Li Jun.
In addition, the subscribers are Silver Eternity Technology Ltd, Trinity Gate Limited and Hongshan Limited, which are wholly owned by Xiao Xin, Teng Rongsong and Wu Yongming respectively.