The Takeovers and Mergers Panel has ruled that the appropriate price for the general offer for Suncity Group Holdings Limited (Note 1) by Major Success Group Limited should be HK$0.0690 per Suncity share. This figure represents the total consideration paid by Major Success to Champion Trade Group Limited for the acquisition of Suncity’s controlling stake and other security assets, divided by the total number of Suncity shares acquired by Major Success.
Champion Trade took assignment of an overdue loan extended by third parties to Star Soul Investments Limited for which the Suncity shares formed part of the secured assets. Immediately upon assignment, Champion Trade sold the Suncity shares to Major Success, triggering a mandatory general offer obligation. Star Soul is owned by Chau Cheok Wa, the ex-chairman and ex-executive director of Suncity. Major Success and Champion Trade are owned by Lo Kai Bong, an executive director of Suncity.
The Panel considered that the transaction involved a discharge of Chau’s liability under the loan, which was a favourable condition to him as a shareholder, and that this constituted a special deal under the Takeovers Code (Note 2). Given that the benefit received by Chau is quantifiable, it should be extended to all other Suncity shareholders.
On 16 May 2022, Major Success’ advisers submitted a draft firm intention announcement to the Takeovers Executive (Note 3) for vetting. The Takeovers Executive expressed concerns about how the offer price was determined and referred the matter to the Panel as there were particularly novel, important or difficult points at issue. The Panel met on 11 August 2022 to consider the referral.
A copy of the Panel’s decision can be found in the “Takeovers and Mergers Panel and Takeovers Appeal Committee decisions and statements” section of the SFC’s website.
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Notes:
Suncity Group Holdings Limited is now known as LET Group Holdings Limited; the name change took effect on 16 August 2022.
Rule 25 of the Takeovers Code provides that “[e]xcept with the consent of the Executive, neither the offeror nor any person acting in concert with it may make any arrangements with shareholders…, either during an offer or when an offer is reasonably in contemplation or for 6 months after the close of such offer if such arrangements have favourable conditions which are not to be extended to all shareholders”.
This refers to the Executive Director of the SFC’s Corporate Finance Division or its delegate.
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