HKC (Holdings) Limited (“HKC” or the “Company”; stock code: 190) will convene the Court Meeting and the Special General Meeting (“SGM”) at 10:00a.m. and 10:30a.m., respectively, on 23 April 2021, for the purpose of considering and approving the resolution in relation to the proposed Privatisation of the Company.
On 17 January 2021, the Company and Genesis Ventures Limited (“Genesis Ventures” or the “Offeror”) jointly announced that the Offeror requested the Board of the Company (the “Board”) to put forward a proposal (the “Proposal”) to the holders (the “Scheme Shareholders”) of Scheme Shares for the privatisation of the Company by way of a scheme of arrangement (the “Scheme”).
If the Proposal is approved and implemented, all Scheme Shares will be cancelled in exchange for the payment of HK$8.00 (the “Cancellation Price”) for each cancelled Scheme Share.
In addition, the Company resolved to declare the payment to Shareholders of a second interim dividend of 13 HK cents per Share in lieu of a final dividend for the FY2020, which is not conditional on the Proposal having become effective and will not be deducted from the Cancellation Price.
The independent financial adviser, Anglo Chinese Corporate Finance, Limited, considers the terms of the Proposal to be fair and reasonable as far as the Disinterested Scheme Shareholders(Scheme Shareholders other than the Offeror Concert Parties) are concerned, and it advised the Independent Board Committee to recommend to Shareholders, Scheme Shareholders, or Disinterested Scheme Shareholders, where applicable, to vote in favour of the relevant resolutions to approve the Proposal and the Scheme.
In making the recommendation, the independent financial adviser has considered that: (i) The cancellation price represents a premium ranging from approximately 79.0% to 122.2% over the closing prices of the Shares on the Last Trading Date (12 Jan, 2021), and over the last 5, 30, 60 and 180 trading days up to the Last Trading Date. This is an unusually high premium over the traded market price for privatisation proposals for companies listed in Hong Kong. It is also higher than the price of the Shares as traded over the past five years. (ii) The Share price has been partly supported by Share buybacks by the Company from September 2019 to July 2020, with the number of Shares being bought-back contributing up to approximately 62.7% of the trading volume during this period. The last Share buyback undertaken by the Company was on 3 July 2020 when the Share price closed at HK$4.87, and since then, the Share price has dropped gradually and closed at HK$3.63 on the Last Trading Date. With a margin of only 0.24% above the minimum public float requirement, it is unlikely for the Company to be able to undertake any significant additional Share buyback or the Offeror and its concert parties to conduct any significant Share acquisitions under the current shareholding structure. (iii) Since 2019 up to the Last Trading Date, the average daily trading volume of the Shares has been thin in general, taking into consideration the Share buybacks, and it is difficult for Shareholders to dispose of a significant number of Shares in the open market without causing an adverse impact on the market price level of the Shares. (iv) The future prospects for the Group’s properties is uncertain given oversupply of commercial properties in Shanghai and the recent government policies to control property prices and to reduce the leverage of property developers. (v) Payment of the cancellation price of HK$8.00 per Share in cash, as well as the second interim dividend of HK$0.13 per Share, gives the Scheme Shareholders flexibility to redeploy capital invested in the Company into other investments that they consider more attractive.
Assuming that all of the conditions are fulfilled or waived, the Scheme will become effective on 18 May 2021 (Bermuda time) and the listing of the Shares on the Stock Exchange will be withdrawn at 4:00p.m. on 20 May 2021. Cheques for payment of the cancellation price to Disinterested Scheme Shareholders and cheques for payment of the second interim dividend to Shareholders will be despatched on or before 28 May 2021.
Topic: Press release summary