Yogao Holdings (01796) and offeror Yuanfeng Venture Capital Co., Ltd. jointly announced that on September 22, 2023, Kailang Holdings Limited (the seller) entered into a sale and purchase agreement with the offeror by exercising the right to sell under the share charge, which sold 360 million sales shares to the offeror, equivalent to 75.0% of the total issued share capital of the company as at the date of this joint announcement. The total consideration of HK $165.7 million, equivalent to about HK $0.4603 per sale share, was fully disbursed by the Offeror with its own financial resources and a loan financing of HK $70 million granted to the Offeror by Zhuo Director Limited, a licensed money lender in Hong Kong. The completion was completed on the same day.
Immediately after completion, the offeror and those acting in concert with it owned a total of 360 million shares, equivalent to 75.0 per cent of the total issued share capital of the company. The offeror is required to make an unconditional mandatory cash offer for all issued shares except those already owned or agreed to be acquired by the offeror and persons acting in concert with it. HK $0.4603 per share in cash, a discount of about 76.87 per cent to the closing price of HK $1.99 per share on September 21, 2023.
Assuming that there is no change in the issued share capital of the Company from the date of this joint announcement to the close of the offer, and excluding a total of 360 million shares held by the Offeror and persons acting in concert with it immediately after completion, the number of shares involved in the offer is 120 million shares. According to the offer price of HK $0.4603 per offer share, the total consideration of the offer is about HK $55.236 million, which is the maximum amount to be paid by the offeror if the offer is to be fully accepted.
As at the date of this joint announcement, the offeror did not engage in any other business activities or hold any other assets other than the sales shares. The offeror is wholly and beneficially owned by Ms. Huang Hou.
In addition, the company has applied to the Stock Exchange for the resumption of trading in the shares on the Stock Exchange with effect from 09:00 on 11 October 2023.