Terms of the Proposal
Under the Scheme, the Scheme Shares will be cancelled and extinguished by way of reduction of the issued share capital of the Company and, in consideration therefor, each Scheme Shareholder will be entitled to receive the Cancellation Price of
The Cancellation Price will not be increased and the Offeror does not reserve the right to do so. Shareholders and potential investors of the Company should be aware that the Offeror would not be allowed to increase the Cancellation Price.
Reasons for and benefits of the Proposal to Scheme Shareholders
The Proposal represents an attractive opportunity to realise value at an attractive exit premium for the Scheme Shareholders
The Offeror considers that the Proposal provides an attractive opportunity for the Scheme Shareholders to dispose of their shares at a price significantly above the prevailing market price without having to suffer from any illiquidity discount and settlement risk.
During the one-year period ended on and including the Last Trading Day, the lowest and highest unadjusted closing prices per share on the
During the 6 months ended on and including the Last Trading Day, the highest unadjusted closing price per Share was
Low liquidity of the shares
The trading liquidity of the shares has been at a relatively low level over a prolonged period in recent years, with an average daily trading volume of approximately 4,304,031 shares for the 24 months up to and including the Last Trading Day, representing approximately 0.04% of the total issued shares of the Company as at the Last Trading Day. Given the continued low liquidity of the shares, it is difficult for the Scheme Shareholders to execute on-market disposals efficiently without adversely affecting the market price of the shares, and to dispose of a large number of shares when any event that has an adverse impact on the price of the shares occurs. The Proposal represents an option for the Scheme Shareholders to exit from their investment in the Company.
Opinion from the Independent Financial Adviser
Regarding the prospects of Hop Hing,
Somerley sees the Proposal providing the scheme shareholders an opportunity to dispose of their shares for cash at a price premium ranging from approximately 61.0% to 74.7% over the closing share prices for different periods up to and including the Last Trading Day, and premia of approximately 63.9% and 57.8% over the net asset value per share of Hop Hing as at
Shareholding structure of the Company
As at the date of the joint announcement, the total number of issued shares of the Company was 10,070,431,786. The Consortium Offeror Concert Parties beneficially own, control or have direction over 7,214,706,432 shares, representing approximately 71.64% of the issued share capital of the Company, whereas the Non-Consortium Offeror Concert Parties beneficially own, control or have direction over 430,902,120 shares, representing approximately 4.28% of the issued share capital of the Company.
The Scheme Shareholders (which include the Non-Consortium Offeror Concert Parties) hold 2,855,725,354 shares, representing approximately 28.36% of the issued share capital of the Company.
Pursuant to the Scheme Document, when the Scheme becomes effective, all Scheme Shares will be cancelled. The Company will make an application to withdraw listing of its shares from the
Warning: Shareholders and potential investors of the Company should be aware that the implementation of the Proposal is subject to the conditions being fulfilled or waived, as applicable, and therefore the Proposal may or may not be implemented. Shareholders and potential investors of the Company should therefore exercise caution when dealing in the securities of the Company. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.
About
Hop Hing is a leading quick service restaurant ("QSR") chain operator in the PRC. By entering into long-term franchises, Hop Hing owns the rights to operate QSR chains of the Yoshinoya and Dairy Queen in the northern region in the PRC. Yoshinoya is a well-known beef rice bowl brand with over a century of history, while Dairy Queen is a popular ice-cream brand with a history of more than 80 years.
For more details, please visit: http://www.hophing.com.
For press enquiries:
Heidi So Tel: (852) 2864 4826 Email: heidi.so@sprg.com.hk
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