H H Hung Foundation Limited and North China Fast Food Limited completed the acquisition of 28.36% stake in Hop Hing Group Holdings Limited from Lion & Globe Educational Foundation Limited and others.
The implementation of the scheme is conditional upon the approval of the scheme by a majority in number of the scheme shareholders representing not less than 75% in value of the scheme shares, present and voting either in person or by proxy at the Court Meeting and the approval of the scheme by the Disinterested Shareholders holding at least 75% of the votes attaching to the Scheme Shares; the sanction of the scheme by the Grand Court and its confirmation of the reduction of the issued share capital of the Company, and the delivery to the Registrar of Companies in the Cayman Islands of a copy of the order of the Grand Court and the minutes approved by the Grand Court in respect of the reduction of the issued share capital of the Company for registration; all authorizations, approvals, permissions, waivers and consents and all registrations and filings (including without limitation any which are required or desirable under or in connection with any applicable laws or regulations or any licenses, permits or contractual obligations of the Company) in connection with the Proposal or its implementation in accordance with its terms having been obtained (or, as the case may be, completed) and remaining in full force and effect without modification; no government, governmental, quasi-governmental, statutory or regulatory body, court or agency in any jurisdiction having taken or instituted any action; all necessary legal or regulatory obligations in all relevant jurisdictions having been complied with and others. An Independent Board Committee, which comprises all independent non-executive Directors has been established by the Board to make a recommendation to the Disinterested Shareholders and the Option Holders regarding the scheme and the option offer. The scheme document will be dispatched on or before November 17, 2021. As of November 17, 2021, Independent Board Committee and board of Directors of Hop Hing Group approved the transaction.
As on October 26, 2021, the court meeting is scheduled on November 2, 2021. The long stop date is June 30, 2022. As of January 20, 2022, Grand Court has sanctioned the scheme. Effective date and record date is expected to be January 25, 2022. UBS AG, Hong Kong Branch acted as exclusive financial advisor to the offeror. Somerley Capital Limited acted as financial advisor to the Independent Board Committee of Hop Hing Group Holdings Limited.
H H Hung Foundation Limited and North China Fast Food (2008) Limited (Offeror) completed the acquisition of 28.36% stake in Hop Hing Group Holdings Limited from Lion & Globe Educational Foundation Limited and others for approximately HKD 250 million on September 6, 2022.