Celestial Asia Securities Holdings Limited (SEHK:1049) (CASH) made a conditionally mandatory offer to acquire remaining 59.91% stake in CASH Financial Services Group Limited (SEHK:510) (CFSG) for approximately HKD 120 million on December 31, 2020. Offeror will acquire remaining 156.4 million shares for HKD 0.75 per share in cash. The Offeror will also be required to make the Option Offer for the cancellation of all outstanding CFSG Options. As a part of Option offer, Offeror will pay HKD 0.27 per option for 12.36 million CFSG 2020 Options have an exercise price of HKD 0.48 per option. In a related transaction, Celestial Asia Securities Holdings Limited entered into the agreement to acquire an additional 4.59% minority stake in CASH Financial Services Group Limited from Ng Hin Sing Derek, Cheung Wai Ching Anthony, Ho Tsz Cheung Jack, Law Ping Wah Bernard and Lau Chi Wo for HKD 8.4 million on December 31, 2020. The Offeror intends to finance and satisfy the total maximum consideration payable (including the stamp duty payable) under the Offers from the Facility of HKD 135 million, of which HKD 80 million will be used for the acquisition. The Facility is provided by Bank of Communications (Hong Kong) Ltd. for financing the consideration payable by the Offeror for the Offers, and which is to be secured by, among others, 86 million CFSG Shares held by CIGL, (ii) the Sale Shares and the Offer Shares to be acquired by the Offeror and (iii) pledge of a deposit of HKD 60 million from offeror. Eddid Capital is satisfied that sufficient financial resources are available to the Offeror to satisfy the consideration for the Offer. It is the intention of the Offeror to continue the existing business of the CFSG Group and has no intention to put forward any major changes to the businesses of the CFSG Group after the close of the Offer. It is expected that all the existing executive CFSG Directors and independent non-executive CFSG Directors will remain unchanged. The Offeror does not intend to make any changes to the existing management and employment of the employees of the CFSG Group. Upon completion of the Share Offer, if less than 25% of the CFSG Shares are held by the public or if the Stock Exchange believes that (a) false market exists or may exist in the trading of the CFSG Shares; or (b) there are insufficient CFSG Shares in public hands to maintain an orderly market, then trading in the CFSG Shares may be suspended until a prescribed level of public float is attained.

The Offers will not be made unless and until completion of sale of 4.59% stake in CFSG. The Share Offer will be conditional upon the Offeror having received on the First Closing Date, valid acceptances in respect of the CFSG Shares which, together with the CFSG Shares acquired or agreed to be acquired before or during the Share Offer, will result in the Offeror and any person acting in concert with it holding more than 50% of the voting rights of CFSG. Offer is subject to approval from Shareholders of offeror. Board of Offeror is of the opinion that the terms of the Offer including the consideration for the Share Offer Price are fair and reasonable and in the interests of Offeror and its Shareholders as a whole. The Option Offer will be subject to and conditional upon the Share Offer becoming or being declared unconditional in all respects. As of May 14, 2021, the transaction has been approved by shareholders of Celestial Asia Securities Holdings Limited.

CFSG will establish the CFSG Independent Board Committee, comprising all the independent non-executive CFSG Directors, namely Cheng Shu Shing Raymond, Lo Kwok Hung John and Lo Ming Chi Charles, to consider and advise the Offer Shareholders and the CFSG Option holders in relation to the terms and conditions of the Offers, in particular as to whether the Offers are fair and reasonable and as to acceptance of the Offers. The CFSG Independent Board Committee will appoint the CFSG Independent Financial Adviser to advise the CFSG Independent Board Committee in relation to the terms and conditions of the Offers, in particular as to whether the Offers are fair and reasonable and as to acceptance of the Offers. On January 12, 2021, CFSG Independent Board Committee approved the appointment of the CFSG Independent Financial Adviser. On May 26, 2021, the sale of 4.59% stake in CFSG completed. The composite document is expected to be dispatched to the Shareholders on or before June 2, 2021. On June 1, 2021, transaction is expected to close by July 7, 2021. Eddid Capital Limited acted as financial advisor to Celestial Asia Securities Holdings Limited. Grand Vinco Capital Limited acted as a financial advisor to CFSG Independent Board Committee, and the Offer shareholders and the CFSG Option holders in relation to the Offers.

Celestial Asia Securities Holdings Limited (SEHK:1049) cancelled the acquisition of remaining 59.91% stake in CASH Financial Services Group Limited (SEHK:510) (CFSG) on June 23, 2021. On June 23, 2021, first closing date of share offer, acceptance condition has not been fulfilled. Offeror announces that there will be no extension or revision of the Offers. Offer has been closed and lapses.