China Maple Leaf Educational Systems Limited made a voluntary conditional general cash offer to acquire Kingsley Edugroup Limited from DGMK Investment, Eduking Investment, Star Shine Finance Limited and others for approximately HKD 430 million.
If China Maple Leaf Educational Systems Limited acquires more than 90% stake in Kingsley Edugroup Limited, it intends to privatise Kingsley Edugroup Limited by exercising the compulsory acquisition. The offer is subject to conditions including approvals and consents from all relevant banks and/or financial institutions providing banking facilities to the Kingsley Group, including but not limited to OCBC Al-Amin Bank Berhad (OCBC RCF-I facility) and CIMB Islamic Bank Berhad (CIMB TF-I facility), by the Kingsley Group on or before the Closing Date, Valid acceptance of the offer having been received (and not, where permitted, withdrawn) in respect of such number of shares which would result in China Maple Leaf Educational Systems Limited holding at least 90% of the offer shares and not less than 90% of the Disinterested Kingsley's shares (being issued Kingsley's shares other than those being held by China Maple Leaf Educational Systems Limited or China Maple Leaf Educational Systems Limited concert parties). Where the offer becomes or is declared unconditional (whether as to acceptances or in all respects), it should remain open for acceptance for not less than 14 days thereafter. On February 25, 2020, 75% shareholders of Kingsley approved the transaction. As of February 28, 2020, all conditions to the offer have been satisfied and accordingly the transaction has become unconditional in all respects. As of March 4, 2020, the Board of Kingsley, Independent Board Committee of Kingsley and Euto Capital Partners recommended that the Kingsley's shareholders should accept the Offer. The offer will remain open for acceptance until March 18, 2020. Ballas Capital Limited acted as financial advisor to China Maple Leaf Educational Systems Limited. Euto Capital Partners Limited acted as financial advisor to the board of Kingsley Edugroup Limited.